Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal最新文献

{"title":"The Effect of Shareholder Scrutiny on Corporate Tax Behavior: Evidence from Shareholder Tax Litigation","authors":"D. Donelson, Jennifer L. Glenn, Sean T. McGuire, Christopher G. Yust","doi":"10.2139/ssrn.3906188","DOIUrl":"https://doi.org/10.2139/ssrn.3906188","url":null,"abstract":"This study examines the effect of shareholder scrutiny of corporate tax avoidance behavior and its related financial reporting. Specifically, we explore the factors associated with shareholder tax litigation and its effect on the future tax behavior of the sued firm and its peers. We find that sued firms have lower cash and GAAP effective tax rates (ETRs) and engage in extreme tax avoidance before litigation. After litigation, they decrease tax avoidance activities, relative to matched control firms. Peer firms in the same industry as sued firms similarly reduce their level of tax avoidance and the likelihood of extreme tax avoidance after the litigation, relative to control firms. Additional analyses suggest that sued firms change their tax avoidance behavior, rather than merely their tax financial reporting. Finally, the spillover results are strongest for peer firms with the most tax avoidance (i.e., the lowest cash ETRs) when the sued firm's alleged misconduct is revealed.This article is protected by copyright. All rights reserved.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"6 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133757474","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":"Anti Trusts, Reforming an Excessively Flexible Legal Tool","authors":"Eric A. Kades","doi":"10.2139/ssrn.3901708","DOIUrl":"https://doi.org/10.2139/ssrn.3901708","url":null,"abstract":"Trusts are one of the most flexible legal tools in lawyers’ arsenals, deployed for socially desirable used ranging from supporting orphans to structuring complex investments. Trusts, however, are also used for a host of socially undesirable purposes, including restraint of trade, cheating creditors, establishing family dynasties akin to feudalism, and avoiding taxes. This negative litany shows that flexibility has a dark side, and these undesirable trust uses have accelerated in the last few decades. Creative lawyers continuously find novel uses for moldable tools like the trust. This article argues that long experience and recent developments teach us that dark eclipses light for private trusts: the costs of undesirable innovations exceed the benefits of desirable ones. Applying a novel normative theory of flexible legal tools, this article calls for fundamental reform of private trust law. With a small exception for financial investments, the current fully flexible private trust should be replaced with a much less flexible device, the Restricted Donative Trust, designed to prevent abusive uses while permitting desirable innovations.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"172 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133759464","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":"Shareholder Meetings and Freedom Rides: The Story of Peck v Greyhound","authors":"H. Wells","doi":"10.2139/ssrn.3873430","DOIUrl":"https://doi.org/10.2139/ssrn.3873430","url":null,"abstract":"In 1947 the civil rights pioneers James Peck and Bayard Rustin, members of the radical religious group the Fellowship of Reconciliation and its offshoot the Congress of Racial Equality (CORE), prepared to embark on the Journey of Reconciliation an interracial protest against segregated busing in the American South. But first they did something else radical: they bought shares in a corporation. A year later, after their travels in the South had led to terror, death threats, beatings, and in Rustin’s case a term on a chain gang, they brought their civil rights activism to a new site of protest, the shareholder meeting of that corporation, Greyhound. Invoking the shareholder proposal rule adopted a few years before by the Securities and Exchange Commission (SEC), Peck and Rustin insisted that as shareholders they had a right to voice their opinions about Greyhound’s segregation policies and to poll other shareholders on the issue. When Greyhound refused to send their proposal to other shareholders in its proxy statement, they brought the case that became known as Peck v Greyhound. In 1952, to end the case and future litigation, the SEC changed its rules and held that shareholders could not use the shareholder proposal mechanism “primarily for the purpose of promoting . . . racial, religious, or social or similar causes.” In this landmark case we see the collision of race and the corporate and securities laws, as radicals attempted to use those laws to pursue social justice while those charged with administering them insisted that race had no role to play in the corporation—in the process paradoxically writing race into the nation’s securities laws.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"63 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-06-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121655614","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 Court's Discretion in Relation to the Part 26A Cram Down","authors":"R. Mokal","doi":"10.2139/ssrn.3742724","DOIUrl":"https://doi.org/10.2139/ssrn.3742724","url":null,"abstract":"This article explains that a fundamental purpose of the Court’s discretion whether to exercise its cram down power under the new UK Companies Act Part 26A process would be to ascertain whether the dissenting class was promised a \"just and equitable\" distribution of the restructuring surplus, i.e. the value expected to be preserved and perhaps created by the proposed plan itself. \u0000 \u0000The concept is familiar from US Chapter 11 practice, where the courts are required to ensure a “fair and equitable” treatment of members of the dissenting class. In the US, however, the much-misunderstood Absolute Priority Rule (‘APR’) supposedly governs this exercise. This article shows that the APR is untenable and is honoured more in breach in US practice than in observance. Similarly, the cram down powers under the new Dutch and the proposed German restructuring regimes also envisage ‘exceptions’ to the APR which are likely in practice to swallow the rule. \u0000 \u0000Understanding why the APR cannot and should not govern the distribution of the restructuring surplus goes a considerable way to establishing a more rational starting point. An important consideration here would be whether the plan allocates the restructuring surplus with due regard to the likely contribution to the creation of that surplus by members of the dissenting class. This contribution is proxied by the ratio of returns in the “relevant alternative” of dissenting class members and any junior classes to whom returns are proposed under the plan. For example, if dissenting class members would receive 40% on their claims in the relevant alternative while members of a junior class would receive 20%, then this 2:1 ratio is presumptively the just and equitable share of the restructuring surplus of members of the two classes. \u0000 \u0000Any departures from this relative priority would likely require justification by reference to one or more significant restructuring goals of the sort recognised in US jurisprudence, such as preserving the debtor’s business as a going concern, making members of the crammed down class better off, and protecting reliance interests. \u0000 \u0000The article also considers the appropriate treatment of “new money” and “sweat equity”, and of classes excluded from the plan.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-12-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130835785","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":"Limited Liability: Brief Historical Review and Analysis of Rationales","authors":"Ivan Amirian","doi":"10.2139/ssrn.3834225","DOIUrl":"https://doi.org/10.2139/ssrn.3834225","url":null,"abstract":"Today the doctrine of limited liability has become so proliferated and at first glance such a self-evident phenomenon, that often even people without any law degree, can explain what it is about, and sometimes even dispute over its rationality. <br><br>Columbia University President Nicholas Murray Butler at CXLIII Annual Banquet of the Chamber of Commerce of the State of New York in 1911 that ‘...even steam and electricity are far less important than the limited liability corporation, and they would be reduced to comparative impotence without it’ 1 claim became axiomatic and were repeatedly quoted. But is this phenomenon really so obvious and unshakable?The desire of people engaged in business activity to shift their risks or at least part of it to others is fully understandable, and exists for as long as commerce itself.<br><br>It’s hard to say where and when the idea of risks externalization through limiting liability initially became a rule, but its known that in Rome this idea was already implemented in the form of peculium.<br><br>Through centuries up to nowadays the idea of limiting liability remains relevant for the business enterprises all around the globe.<br><br>Today scholars still have little consensus over limited liability doctrine, although we also have a number of arguments that are commonly used for justification of limited liability. <br><br>At the same time externalities associated with limited liability sometimes are excessive and unfair, especially for involuntary creditors, which is a significant problem.<br><br>In the first part of this article we will briefly trace the evolution of limited liability doctrine from antiquity till present day.<br><br>In the second part we will examine the rationales that justify limited liability. The goal of this paper is to find rational limits of externalities associated with limited liability. The liability regime must save incentives for investment in corporate stock but not to be excessive and unfair towards involuntary creditors, as it is today.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"310 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-10-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122777351","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":"Judge Ideology and Corporate Tax Planning","authors":"Travis Chow, Allen H. Huang, Kai Wai Hui, T. Shevlin","doi":"10.2139/ssrn.3513154","DOIUrl":"https://doi.org/10.2139/ssrn.3513154","url":null,"abstract":"We investigate whether and how the federal judiciary affects corporate tax planning. We find that firms engage in less aggressive tax planning when Circuit Court and Tax Court judges are more liberal. This effect is economically significant and robust across various measures of tax planning. We further detail specific tax planning tactics in response to liberal judge ideology, such as shifting less income overseas, conducting more foreign tax planning, and acquiring more auditor-provided tax services. Firms also avoid liberal judges through forum shopping. Finally, we show that IRS enforcement complements the judge ideology effect. Overall, we are the first to study the relation between the judicial branch and corporate tax planning, which paints the picture of how the three branches of government jointly influence corporate taxation.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-10-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130560715","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 Jobs Act Did Not Raise IPO Underpricing","authors":"Omri Even-Tov, Panos N. Patatoukas, Y. S. Yoon","doi":"10.2139/ssrn.3868590","DOIUrl":"https://doi.org/10.2139/ssrn.3868590","url":null,"abstract":"While the intended goal of the 2012 JOBS Act was to ease access to capital for Emerging Growth Companies (EGCs), prior studies, notably Barth et al. (2017), find evidence of an increase in IPO underpricing and a higher cost of equity capital for EGC issuers. Using a difference-in-differences design, we find that changes in overall IPO market conditions explain the seeming increase in IPO underpricing. In fact, EGC issuers that take advantage of the accounting disclosure relief afforded by the Act raise capital at higher pre-IPO multiples. These reduced-accounting disclosure EGCs have more speculative valuation profiles and lower institutional ownership and are more likely to destroy long-term shareholder value in the IPO aftermarket. Overall, our paper offers an alternative perspective on the effect of the JOBS Act on IPO pricing.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"15 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-09-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124783692","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":"Evaluating the Mandatory Bid Rule for Takeover Law in China: An Empirical and Comparative Analysis","authors":"Joseph Lee, Yonghui Bao, Jinlin Li","doi":"10.2139/ssrn.3676286","DOIUrl":"https://doi.org/10.2139/ssrn.3676286","url":null,"abstract":"This paper discusses the purpose and practice of the mandatory bid rule in takeovers in the UK. A literature review looks at the impact of the mandatory bid rule in a takeover on both bidders and target companies. The origin and evolution of the mandatory bid rule in China are described and cumulative abnormal returns (CAR) used to measure its impact on bidders and target companies. The results show that shareholders of target companies receive a better return when bidders acquire more than 50% of the shareholding in target companies. This suggests that China should reform its mandatory bid rule by restricting the use of proportional partial bids to increase returns to the target shareholders. The results also show that in making a proportional partial bid to take a company over, bidders receive a better return when they aim for corporate restructuring that adheres to the state-led industrial policy. The authors recommend that the law should strike a balance between following the state-led policy of corporate restructuring and protecting the interests of target companies.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"50 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-08-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132130248","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 Operation of Supervisory Colleges in EU Banking Supervision: A Case Study of Soft Law Becoming Hard Law","authors":"Duncan E. Alford","doi":"10.2139/ssrn.3710037","DOIUrl":"https://doi.org/10.2139/ssrn.3710037","url":null,"abstract":"In this paper, I consider the case of supervisory cooperation among bank regulators where voluntary cooperation (soft law) over a period of 50 years has become hard law (regulations and directives) within the European Union. Driven by major international bank failures or financial crises, international standards for prudential supervisory cooperation among bank regulators have steadily developed and become more precise and defined since the early 1970s.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"2 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-08-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130126158","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":"COVID-19 Economic Downturn - The Implication for Corporate Debts and Recovery Actions in Nigeria","authors":"O. Adekoya, Roland Aibangbee","doi":"10.2139/ssrn.3583053","DOIUrl":"https://doi.org/10.2139/ssrn.3583053","url":null,"abstract":"The novel coronavirus disease (code-named ‘COVID-19’) has taken the world by storm, spreading like a wildfire. Major cities around the world are in a lockdown as a result of which businesses have closed down. This portends a great danger for borrowers and lenders as incidences of Non-Performing Loans are on the increase. It has therefore become necessary to interrogate and forecast what the behavior of lenders and borrowers would and should be in dealing with disputes and litigation that would attend the end of COVID-19.<br><br>What are the available legal options for creditors whose depositors funds may become intractable due to the COVID-19 pandemic? What are the options for lenders whose businesses are in near comatose? Should the lenders hit the court immediately the pandemic subsides? Should the lenders wait a bit to let the dust settle? What is the probative value of pleading frustration or force majeure? These are some of the questions this article sets out to answer.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"50 1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-04-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123559506","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}