Corporate Law: Corporate & Securities Law eJournal最新文献_第2页

Corporate Voting and the Proxy Process: Managerial Control Versus Shareholder Oversight 公司投票与代理程序:管理层控制与股东监督

Corporate Law: Corporate & Securities Law eJournal Pub Date : 2000-06-01 DOI: 10.2139/ssrn.236099

Stuart L. Gillan, Jennifer E. Bethel

{"title":"Corporate Voting and the Proxy Process: Managerial Control Versus Shareholder Oversight","authors":"Stuart L. Gillan, Jennifer E. Bethel","doi":"10.2139/ssrn.236099","DOIUrl":"https://doi.org/10.2139/ssrn.236099","url":null,"abstract":"A rise in shareholder activism and recent changes in the SEC's proxy rules have been accompanied by an increase in shareholders' use of the proxy process. However, because managers have discretion over the design and implementation of the proxy process, issues remain concerning shareholders' ability to initiate change by voting. More generally, we hypothesize that certain features of the institutional and regulatory environment may allow managers to influence shareholder voting turnout and results. To the extent managers may strategically influence votes, they may disenfranchise shareholders and, conceivably, reduce the control rights of shares. We find evidence suggesting that managers control the proxy process and receive a vote-getting advantage from doing so. The results indicate that managers hire proxy solicitors when ballots include nonroutine management or shareholder proposals, and bundle nonroutine management or difficult-to-pass issues with others in joint proposals. It appears that managers also craft proposals so that they are classified as routine, rather than nonroutine, which increases the number of votes cast in support of proposals. We find that routine management proposals received as many as 14.42% more affirmatively cast votes than nonroutine proposals of the same proposal type and as much as 17.25% higher voting turnout. The passage of as many as 5.3% of routine proposals may have been due to their classification as routine rather than nonroutine proposals. Some institutional features, however, appear to constrain managers' ability to gain shareholder votes. Notably, against recommendations from ISS, an advisory service providing voting recommendations to many institutional investors, were associated with 13.63% to 20.56% fewer affirmative votes for management proposals, depending on the specific proposal type.","PeriodicalId":224394,"journal":{"name":"Corporate Law: Corporate & Securities Law eJournal","volume":"6 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2000-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125262611","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}

引用次数: 15

The End of History for Corporate Law 公司法的历史终结

Corporate Law: Corporate & Securities Law eJournal Pub Date : 2000-01-01 DOI: 10.2139/ssrn.204528

Henry Hansmann, Reinier H. Kraakman

{"title":"The End of History for Corporate Law","authors":"Henry Hansmann, Reinier H. Kraakman","doi":"10.2139/ssrn.204528","DOIUrl":"https://doi.org/10.2139/ssrn.204528","url":null,"abstract":"Despite the apparent divergence in institutions of governance, share ownership, capital markets, and business culture across developed economies, the basic law of the corporate form has already achieved a high degree of uniformity, and continued convergence is likely. A principal reason for convergence is a widespread normative consensus that corporate managers should act exclusively in the economic interests of shareholders, including noncontrolling shareholders. This consensus on a shareholder-oriented model of the corporation results in part from the failure of alternative models of the corporation, including the manager-oriented model that evolved in the U.S. in the 1950's and 60's, the labor-oriented model that reached its apogee in German co-determination, and the state-oriented model that until recently was dominant in France and much of Asia. Other reasons for the new consensus include the competitive success of contemporary British and American firms, the growing influence worldwide of the academic disciplines of economics and finance, the diffusion of share ownership in developed countries, and the emergence of active shareholder representatives and interest groups in major jurisdictions. Since the dominant corporate ideology of shareholder primacy is unlikely to be undone, its success represents the \"end of history\" for corporate law. The ideology of shareholder primacy is likely to press all major jurisdictions toward similar rules of corporate law and practice. Although some differences may persist as a result of institutional or historical contingencies, the bulk of","PeriodicalId":224394,"journal":{"name":"Corporate Law: Corporate & Securities Law eJournal","volume":"2015 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2000-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121772424","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}

引用次数: 1197

A Behavioral Economic Analysis of Mandatory Disclosure: A Thought Experiment Turned Cautionary Tale 强制性信息披露的行为经济学分析:一个思想实验变成警示故事

Corporate Law: Corporate & Securities Law eJournal Pub Date : 2000-01-01 DOI: 10.2139/ssrn.204110

Stephen M. Bainbridge

{"title":"A Behavioral Economic Analysis of Mandatory Disclosure: A Thought Experiment Turned Cautionary Tale","authors":"Stephen M. Bainbridge","doi":"10.2139/ssrn.204110","DOIUrl":"https://doi.org/10.2139/ssrn.204110","url":null,"abstract":"Mandatory disclosure is a defining characteristic of U.S. securities regulation. Issuers selling securities in a public offering must file a registration statement with the SEC containing detailed disclosures, and thereafter comply with the periodic disclosure regime. This regime has been highly controversial among legal academics. Some scholars argue market forces will produce optimal levels of disclosure in a regime of voluntary disclosure, while others argue that various market failures necessitate a legal mandatory disclosure system. To date, however, both sides in this debate have assumed, inter alia, that market actors rationally pursue wealth maximization goals. In contrast, this paper draws on the emergent behavioral economics literature to ask whether systematic departures from rationality, such as herd behavior or the status quo bias, might result in a capital market failure. The paper concludes that such a market failure could occur, especially in emerging markets, but also contends that one should not jump to the conclusion that legal intervention in the form of a mandatory disclosure system is necessary, especially insofar as the highly evolved U.S. capital markets are concerned. The paper concludes with a cautionary note against the potential for behavioral economics to be glibly invoked as a justification for government intervention.","PeriodicalId":224394,"journal":{"name":"Corporate Law: Corporate & Securities Law eJournal","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2000-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130474472","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}

引用次数: 5

The Impact of Losses and Cash Flows on Dividends: Empirical Evidence for Japan 亏损和现金流对股利的影响:日本的经验证据

Corporate Law: Corporate & Securities Law eJournal Pub Date : 1999-07-01 DOI: 10.2139/ssrn.252063

A. Charitou

引用次数: 10

Hostility in Takeovers: In the Eyes of the Beholder? 收购中的敌意:旁观者眼中的敌意?

Corporate Law: Corporate & Securities Law eJournal Pub Date : 1999-04-01 DOI: 10.2139/ssrn.48304

G. Schwert

引用次数: 965

Evidence on Indirect Bankruptcy Costs: Liquidation Rates, Opportunity Costs, and the Value of Intertemporal Asset Storage 间接破产成本证据:清算率、机会成本和跨期资产储存价值

Corporate Law: Corporate & Securities Law eJournal Pub Date : 1999-04-01 DOI: 10.2139/ssrn.162977

J. Mason

引用次数: 0

The Firm as a Subeconomy 公司作为一个次级经济

Corporate Law: Corporate & Securities Law eJournal Pub Date : 1998-10-01 DOI: 10.2139/ssrn.162270

Bengt Holmström

{"title":"The Firm as a Subeconomy","authors":"Bengt Holmström","doi":"10.2139/ssrn.162270","DOIUrl":"https://doi.org/10.2139/ssrn.162270","url":null,"abstract":"The paper explores the economic role of the firm in a market economy. The analysis begins with a discussion and critique of the property rights approach to the theory of the firm as exposited in the recent work by Hart and Moore (\"Property Rights and the Nature of the Firm\"). It is argued that the Hart-Moore model, taken literally, can only explain why individuals own assets, but not why firms own assets. In particular, the logic of the model suggests that each asset should be free standing in order to provide maximal flexibility for the design of individual incentives. These implications run counter to fact. One of the key features of the modern firm is that it owns essentially all the productive assets that it employs. Employees rarely own any assets; they only contribute human capital. Why is the ownership of assets clustered in firms? The paper outlines an answer based on the notion that control over physical assets gives control over contracting rights to those assets. Metaphorically, the firm is viewed as a miniature economy, an \"island\" economy, in which asset ownership conveys the CEO the power to define the \"rules of the game\", that is, the ability to restructure the incentives of those that accept to do business on (or with) the island. The desire to regulate trade in this fashion stems from contractual externalities characteristic of imperfect information environments. The inability to regulate all trade through a single firm stems from the value of exit rights as an incentive instrument and a tool to discipline the abuse of power.","PeriodicalId":224394,"journal":{"name":"Corporate Law: Corporate & Securities Law eJournal","volume":"66 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1998-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114451649","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}

引用次数: 548

Reflections on the Corporation as a Social Invention 关于公司作为社会发明的思考

Corporate Law: Corporate & Securities Law eJournal Pub Date : 1983-09-30 DOI: 10.2139/ssrn.244156

M. C. Jensen, W. Meckling

引用次数: 27

Designing a Shareholder Access Rule 设计股东访问规则

Corporate Law: Corporate & Securities Law eJournal Pub Date : 1900-01-01 DOI: 10.2139/ssrn.511882

L. Bebchuk

引用次数: 3