CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)最新文献

{"title":"On the Origins, Meaning and Influence of Jensen and Meckling’s Definition of the Firm","authors":"David Gindis","doi":"10.1093/oep/gpaa012","DOIUrl":"https://doi.org/10.1093/oep/gpaa012","url":null,"abstract":"Jensen and Meckling’s 1976 definition of the firm as a legal fiction which serves as a nexus for contracts between individuals sits well with the Coasean narrative on the firm while at the same time being at odds with it. Available interviews with Jensen shed little light on the origins and meaning of this unusual definition. The paper shows how the definition captured, and was a response to, the American socio-political context of the early and mid-1970s, and traces how Jensen and Meckling employed it once they themselves got immersed in the public debate about corporate responsibility and regulation in the late 1970s and early 1980s. It also considers Jensen and Meckling’s place in the literature on the economics of corporate law developed mostly in the 1980s.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-02-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131306371","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Myth of Corporate Governance","authors":"S. Diamond","doi":"10.2139/ssrn.3742395","DOIUrl":"https://doi.org/10.2139/ssrn.3742395","url":null,"abstract":"Corporate law theory finds itself at an impasse, unable to explain or resolve the intense and frequent crises that beset modern capitalism. This impasse is currently expressed in a very public debate about the “purpose” of the corporation. Both sides of this debate – agency theory and stakeholder theory – trace their origins to the deeply problematic ninety-year-old claim of Berle and Means that there is a fundamental separation of ownership from control in the corporation. Both schools maintain that “corporate governance” can solve the problems that beset the modern corporation. Both schools, however, not only failed to anticipate the ongoing corporate crises but have also failed to explain them. They have certainly not managed to prevent them. The re-emerging debate about the purpose of the corporation offers an opportunity to reassess corporate law theory. Applying the insights of the Warwick School on strategic decision-making in firms, I test an alternative approach through a case study of Apple Inc.’s capital structure and dividend policy. I conclude that the corporation is governed by a relatively coherent capitalist class that carries out the dominant economic laws of the capitalist system.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"91 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-01-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124658319","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Legal Form of Activity of Legal Entities of Corporation Type","authors":"A. Kostruba, F. Karagussov","doi":"10.31359/1993-0909-2019-26-2-131","DOIUrl":"https://doi.org/10.31359/1993-0909-2019-26-2-131","url":null,"abstract":"In Ukraine, entrepreneurship started forming in the absence of the previous experience of its legal regulation in connection with the long socialist period. The relationship between individuals and organisations that have merged in one corporation needs special regulation, and one of the means by which it became possible to regulate relations on the creation and operation of corporations, is the construction of a legal entity. Therefore, the main purpose of the work is to identify the legal form of the activities of legal entities of a corporate type. The analysis of the norms of the current legislation, which contain the term “legal form”, shows the ambiguity of its application in the context of different legal norms It is well-known that the content of corporate legal relationships includes not only corporate rights, but also the corresponding corporate responsibilities of company’s member. It is established that the current civil law of Ukraine does not provide normative definition of a legal form of legal entities, does not establish the criteria for its formation. <br><br>On the basis of a retrospective analysis of normative legal acts, the transformation of the legal approach to the definition of the legal nature of corporate rights has been analysed – from the determination of the nature as the nature of absolute substantive law to the definition of it as a symbiosis of property and non-property rights caused by the ownership of a share in the authorised capital of a legal entity of a corporate type. <br><br>It has been found out that the economic code of Ukraine fixed the main forms within which economic entities (collective-ownership enterprises, economic companies, private enterprises, farming, foreign enterprise, etc.) operated. The classification of legal forms of legal entities, which are grouped according to the relevant criteria, has been carried out. But the criterion for the delineation and classification of a certain range of legal forms of legal entities is the legal regime of property of a legal entity established in one or another legal form.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"28 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-06-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129183452","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Pre-Merger Integration Planning - Antitrust Law in the Context of Strategic Transactions with Competitors","authors":"Thomas Obersteiner","doi":"10.2139/ssrn.3515733","DOIUrl":"https://doi.org/10.2139/ssrn.3515733","url":null,"abstract":"Thorough planning is key to a successful merger. When competitors want to merge, they often have to go through lengthy merger review proceedings, during which antitrust rules restrict their ability to engage in efficient joint planning. New guidelines by competition authorities recognize the need for early integration planning and explain how companies can launch joint planning prior to regulatory approval. With the right safeguards in place, companies can develop a ready-to-execute implementation plan while they try to convince the regulators to approve the deal.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"104 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123243001","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Regulatory Framework of Corporate Restructuring in India: Implications and Emerging Issues","authors":"Kanchan Yadav, Dr. Sanjay Guha","doi":"10.2139/ssrn.3310189","DOIUrl":"https://doi.org/10.2139/ssrn.3310189","url":null,"abstract":"Corporate Restructuring is becoming one of the major strategy in all the industries to survive in the competitive scenario. The Strategy of Corporate Restructuring involves Mergers,Demergers, Reverse Merger,Disinvestment, Take Overs, Acquisitions, Strategic Alliance, Franchising, Slump Sale etc and while implementing the strategy the companies have to comply with a number of regulations i.e. The Companies Act, Companies Court Rules, Income Tax Act, Listing Agreement, The Indian Stamp Act, The Competition Act etc and it also involves approvals from the various regulators like Stock Exchanges, High Court and Ministry of Corporate Affairs.<br><br>This paper helps to understand the various regulatory framework,interpretations, various steps involved and filing of forms in the process of corporate restructuring in India its implications and emerging issues in this area.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-01-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125081131","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Vanke-Baoneng Case and Beyond: Hostile Takeover and Corporate Governance in China","authors":"S. Kang","doi":"10.2139/ssrn.3399767","DOIUrl":"https://doi.org/10.2139/ssrn.3399767","url":null,"abstract":"This draft explores the takeover war between Vanke (target) and Baoneng Group (bidder) and related issues on hostile takeovers in China. The Vanke-Baoneng case (hereinafter Vanke case) has raised many questions about corporate governance, a market for corporate control, market institutions, regulatory issues, and political economy implications. The draft consists of three Parts. Part I sketches the Vanke case. Part II examines some selective corporate governance topics relating to the Vanke case and the hostile takeover regime in China. Part III summarizes the draft and concludes.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"28 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-04-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123848004","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Due Diligence in Mergers and Acquisitions: Questions and Answers","authors":"Ose Binitie","doi":"10.2139/SSRN.3094668","DOIUrl":"https://doi.org/10.2139/SSRN.3094668","url":null,"abstract":"This is a question and answer styled report relating to due diligence in Mergers and Acquisitions in Nigeria.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"55 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-12-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129682075","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"A Theory of SME Governance Regulation","authors":"J. McCahery, Marcelo Godke Veiga","doi":"10.2139/ssrn.3179493","DOIUrl":"https://doi.org/10.2139/ssrn.3179493","url":null,"abstract":"Small and medium enterprises (SMEs) are very important to any economy. They are great job creators, helping to reduce poverty and achieve higher levels of development in all economic sectors. However, SMEs are susceptible to inadequate law and regulation, mainly in countries implementing policies that are hostile toward private enterprise. SMEs, the vast majority of which are private companies, must deal with issues not common to public corporations, and, they should be regulated accordingly. Hurdles that are too difficult to overcome will reduce the rate of firms entering the market. Having an adequate regulatory environment, with low hurdles for company formation and maintenance means that appropriate rules should be in place. Such rules should adequately regulate certain other aspects to foster investments, such as fiduciary duties, property rights and contractual relationships. This paper proposes to establish an analytical framework to be used as a background and a foundation for the promulgation of rules regulating SMEs. We will demonstrate that regulations should be issued only in accordance with technical justifications; otherwise, they will not offer proper guidance.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"40 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-12-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125203058","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"A Propósito Da Responsabilidade Civil E Criminal Dos Administradores Ou Gerentes De Facto Nas Sociedades Comercias No Direito Angolano (For the Purpose of Civil and Criminal Liability of Managers or Managers of Fact in Commercial Companies in Angolan Law)","authors":"L. Manuel","doi":"10.2139/SSRN.3053356","DOIUrl":"https://doi.org/10.2139/SSRN.3053356","url":null,"abstract":"<b>Portuguese Abstract:</b> A administração fáctica já é uma realidade na nossa ordem jurídica e do seu exercício tem resultado danos à sociedade, aos sócios e à outros terceiros, principalmente aos credores. E face a isto, tem-se questionado se na ordem jurídica angolana existem mecanismos de responsabilização civil e criminal dos administradores de facto. A doutrina é divergente quanto a extensão da responsabilidade civil dos administradores de direito aos administradores de facto, pois esta figura não esta previsto no direito angolano e coloca-se a questão da aplicação do artigo 85.º da Lei das Sociedades Comerciais aos administradores de facto. <b>English Abstract:</b> Factual management is already a reality in our legal order and its exercise has resulted in damage to society, partners and other third parties, especially creditors. And in view of this, it has been questioned whether in the Angolan legal system there are mechanisms of civil and criminal accountability of de facto administrators. The doctrine is divergent as to the extension of the civil responsibility of the administrators of the right to the de facto administrators, since this figure is not foreseen in Angolan law and the question of the application of article 85 of the Law of Commercial Companies is applied to de facto administrators .","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"118 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-10-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127953286","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Report from Greece: The New Law on Social Enterprises in Greece","authors":"Angelos Kornilakis","doi":"10.54648/eucl2017031","DOIUrl":"https://doi.org/10.54648/eucl2017031","url":null,"abstract":"In 2016 the Greek government introduced a new law (law 4430/2016) on the Social & Solidarity Economy, reforming the previous legal framework aiming to provide for a coherent legal framework for the SSE as an alternative form of economic activity.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"60 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126786039","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}