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A New Look at the Debate About the Takeover Directive 收购指令之争的新视角
Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal Pub Date : 2012-03-23 DOI: 10.2139/ssrn.1988927
E. Wymeersch
{"title":"A New Look at the Debate About the Takeover Directive","authors":"E. Wymeersch","doi":"10.2139/ssrn.1988927","DOIUrl":"https://doi.org/10.2139/ssrn.1988927","url":null,"abstract":"With a view of the projected revision of the takeover directive, this paper calls attention to some items that would usefully be revised. Especially attention is drawn to the mandatory bid rule, the scope of which should restricted to share acquisitions - and not apply to other control changes, - while company law in general should strictly regulate conflicted transactions, thereby eliminating control premia, and hence the need to proceed to a mandatory bid. Multistate takeover should be reregulated, taking into account the new supervisory structure, esp. ESMA. Also some of the blanks should be filled e.g. on squeeze outs, sell outs, and other specific requirements like “acting in concert”. As to the most controversial item of defensive techniques, a fundamental revision seems unlikely, but one could be considered to allow these techniques, but subject their effectiveness to a qualified vote in the general meeting, the shareholders voting according to the rules applicable before the bid.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"17 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-03-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115267850","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: 4
Cooperative Identity and the Law 合作身份与法律
Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal Pub Date : 2012-02-14 DOI: 10.2139/ssrn.2005014
A. Fici
{"title":"Cooperative Identity and the Law","authors":"A. Fici","doi":"10.2139/ssrn.2005014","DOIUrl":"https://doi.org/10.2139/ssrn.2005014","url":null,"abstract":"This article deals with the legal identity of cooperatives. It is divided into three parts. The first part discusses the role and function of law and of comparative legal research on the topic of cooperative identity (sec. 2). The second part focuses on cooperative identity within the International Cooperative Alliance (ICA) Principles and the ICA Statement on the Cooperative Identity at large (sec. 3). The third part compares the ICA Statement on cooperative identity with the legal identity that several European jurisdictions assign to cooperatives (sec. 4). Conclusions follow.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"135 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-02-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121627894","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: 46
Delawyering the Corporation 为公司委派律师
Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal Pub Date : 2011-12-09 DOI: 10.2139/SSRN.1970376
Larry E. Ribstein
{"title":"Delawyering the Corporation","authors":"Larry E. Ribstein","doi":"10.2139/SSRN.1970376","DOIUrl":"https://doi.org/10.2139/SSRN.1970376","url":null,"abstract":"This article shows how in-house lawyers' role has evolved to address the high cost of legal services and the traditional information asymmetry between lawyers and clients. The first stage of this evolution involved the expanding role of in-house counsel from intermediary between corporate executives and the corporation's outside law firm to the corporation's purchasing agent in a broader market for legal services. The second stage could see legal work distributed among employees with and without legal expertise throughout the corporation. The article also shows how evolving legal information technology could facilitate corporations' full-fledged integration of legal information into business decisions. These developments have potential implications for the corporate and general markets for legal services and for legal education.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"23 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-12-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127645268","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: 10
Corporate Governance 公司治理
Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal Pub Date : 2011-11-16 DOI: 10.2139/ssrn.1786382
A. Licht
{"title":"Corporate Governance","authors":"A. Licht","doi":"10.2139/ssrn.1786382","DOIUrl":"https://doi.org/10.2139/ssrn.1786382","url":null,"abstract":"This entry for the Encyclopedia of Financial Globalization provides an introduction to corporate governance as the institutional framework that regulates the division and exercise of power in the corporation. Following an overview of basic concepts like power, agency, and the nature of the firm, this entry highlights the institutional quality of corporate governance as a socially-embedded system in a comparative context. The corporation’s internal bodies are then introduced (the CEO, board of directors, and general meeting), followed by a discussion of formal (legal) and informal (cultural) institutions.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"82 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-11-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115722871","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: 0
The Settlement Between the SEC and Goldman Sachs of July 2010 and the Following Misplaced Proposal of Imposing a Fiduciary Duty on Broker-Dealers 2010年7月美国证券交易委员会与高盛之间的和解以及对经纪交易商征收信托税的错误建议
Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal Pub Date : 2011-09-07 DOI: 10.2139/ssrn.1923700
Michele Cea
{"title":"The Settlement Between the SEC and Goldman Sachs of July 2010 and the Following Misplaced Proposal of Imposing a Fiduciary Duty on Broker-Dealers","authors":"Michele Cea","doi":"10.2139/ssrn.1923700","DOIUrl":"https://doi.org/10.2139/ssrn.1923700","url":null,"abstract":"This work is primarily focused on the settlement between the SEC and Goldman Sachs of July 2010 related to the structuring and marketing of a Collateralised Debt Obligation (CDO) known as Abacus 2007-AC1. A thorough discussion of this case leads to analyze the idea of a imposing a fiduciary duty on broker-dealers. This work explains why this proposal should be disregarded. Finally, it is given a glance to recent cases similar to the one between the SEC and Goldman Sachs.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"13 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-09-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127450148","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: 0
Vulnerable Markets 脆弱的市场
Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal Pub Date : 2011-07-04 DOI: 10.2139/ssrn.1878683
David MAYER-FOULKES
{"title":"Vulnerable Markets","authors":"David MAYER-FOULKES","doi":"10.2139/ssrn.1878683","DOIUrl":"https://doi.org/10.2139/ssrn.1878683","url":null,"abstract":"A production market with given preferences, technology and competition technology is vulnerable if it admits both perfect competition and monopoly or oligopoly. Under decreasing returns, sunk costs combined with a potential for monopoly profits provide a sufficient basis for vulnerability. A large agent can establish monopoly by installing enough productive capacity. The monopolist deters entry by threatening to oversupply the market. The threat is credible if the future discount rate is low enough and if enough small players enter the market in the absence of punishment. Financial institutions can capture vulnerable markets for profit, reducing competition, efficiency and equity.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"14 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-07-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131020980","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: 3
The Influence of Institutions, Investor Protection and Corporate Block-Shareholders in Asset Pricing 制度、投资者保护和公司大股东对资产定价的影响
Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal Pub Date : 2011-06-01 DOI: 10.2139/ssrn.1856774
B. Hearn, Kate Phylaktis, J. Piesse
{"title":"The Influence of Institutions, Investor Protection and Corporate Block-Shareholders in Asset Pricing","authors":"B. Hearn, Kate Phylaktis, J. Piesse","doi":"10.2139/ssrn.1856774","DOIUrl":"https://doi.org/10.2139/ssrn.1856774","url":null,"abstract":"This study introduces a new asset pricing factor to capture both the effects of concentrated ownership and institutional development of in 61 international equity markets. The evidence suggests the new measure offers significant improvements over the size and book-to-market value three factor model of Fama and French (1993) and to a lesser extent the two factor liquidity augmented model of Liu (2006) in capturing the cross section of average stock returns. The findings emphasise the importance of institutional quality, legal origin and concentrated ownership that are the basis of property rights protection in the portfolio diversification decisions of minority investors","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"262 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126381862","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: 0
Entrepreneurship, Compensation, and the Corporation 企业家精神、薪酬与公司
Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal Pub Date : 2011-05-27 DOI: 10.4337/9780857931849.00011
H. Manne
{"title":"Entrepreneurship, Compensation, and the Corporation","authors":"H. Manne","doi":"10.4337/9780857931849.00011","DOIUrl":"https://doi.org/10.4337/9780857931849.00011","url":null,"abstract":"This paper revisits the concept of entrepreneurship, which is frequently neglected in mainstream economics, and discusses the importance of defining and isolating this concept in the context of large, publicly held companies. Compensating for entrepreneurial services in such companies, ex ante or ex post, is problematic – almost by definition – despite the availability of devices such as stock and stock options. It is argued that insider trading can serve as a unique compensation device and encourage a culture of innovation.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-05-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131118285","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: 17
Does Investment-Related Pressure Lead to Misreporting? An Analysis of Reporting Following M&A Transactions 投资相关压力会导致误报吗?并购交易后报告分析
Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal Pub Date : 2011-04-01 DOI: 10.2308/ACCR-10210
Daniel A. Bens, Theodore H. Goodman, Monica Neamtiu
{"title":"Does Investment-Related Pressure Lead to Misreporting? An Analysis of Reporting Following M&A Transactions","authors":"Daniel A. Bens, Theodore H. Goodman, Monica Neamtiu","doi":"10.2308/ACCR-10210","DOIUrl":"https://doi.org/10.2308/ACCR-10210","url":null,"abstract":"ABSTRACT: This study examines whether managers alter their financial reporting decisions in the face of investment-related pressure. We define investment-related pressure as the increased pressure ...","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130546154","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: 74
The Power to Issue Stock 发行股票的权力
Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal Pub Date : 2011-03-01 DOI: 10.2139/SSRN.1828082
Mira Ganor
{"title":"The Power to Issue Stock","authors":"Mira Ganor","doi":"10.2139/SSRN.1828082","DOIUrl":"https://doi.org/10.2139/SSRN.1828082","url":null,"abstract":"Studies of management's disregard of the will of the shareholders have focused on combinations of entrenchment mechanisms and special governance structures. However, management's power to issue stock, a fundamental element of the ability of management to control the corporation regardless of the will of the shareholders, has received scarce attention. This Article highlights the significance of the power to issue stock: When managers choose to ignore the will of the majority of the shareholders or when managers choose to circumvent the veto power of the minority shareholders, they often take advantage of their power to issue stock. A top-up option, for example, which is studied in this Article, is contingent upon the managers' ability to issue shares and dilute the voting power of dissenting minority shareholders. The poison pill is also contingent upon the managers' ability to dilute a hostile-bidder by issuing shares to the shareholders. The ability of managers to use new stock issues as a shareholder-circumventing mechanism is particularly important. It plays a key role in the management’s arsenal and it provides an incentive for managers to reserve this unique power and refrain from diminishing it by, for example, replacing equity-based compensation and equity-financing with less efficient choices. This Article explores the key power of managers to issue stock as well as the current and potential limitations on this power. One such limitation is the size of the authorized capital of the corporation, which provides a ceiling for the total number of shares that can be issued. The ratio of authorized non-outstanding shares to the issued and outstanding shares, what I shall call the \"excess-ratio\", is an indicator of the magnitude of the managers' power to issue stock. A study of the excess-ratio reveals that corporations go public with a high excess-ratio the number of unissued authorized shares is more than threefold the number of issued shares. Further results of the study of the excess-ratio are analyzed in this Article.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"13 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132220530","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: 10
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