CGN: Governance Law & Arrangements by Subject Matter (Topic)最新文献_第4页

Chapter 11 Bankruptcy and Loan Covenant Strictness 第十一章破产与贷款契约

CGN: Governance Law & Arrangements by Subject Matter (Topic) Pub Date : 2017-07-02 DOI: 10.2139/ssrn.2996235

Garence Staraci, Meradj Pouraghdam

引用次数: 0

The Fiduciary Structure of Investment Management Regulation 投资管理法规的受托人结构

CGN: Governance Law & Arrangements by Subject Matter (Topic) Pub Date : 2017-04-21 DOI: 10.4337/9781784715052.00010

Arthur B. Laby

{"title":"The Fiduciary Structure of Investment Management Regulation","authors":"Arthur B. Laby","doi":"10.4337/9781784715052.00010","DOIUrl":"https://doi.org/10.4337/9781784715052.00010","url":null,"abstract":"Investment managers owe fiduciary duties to clients, including the duty of loyalty and the duty of care. A persistent question, with no clear answer, is what precisely is required by the duties of loyalty and care. In this paper, I argue that much of investment management regulation is a response by regulators to the uncertainty inherent in the fiduciary obligation. Regulators design investment management rules to guide managers regarding the proscriptions imposed by the duty of loyalty and the diligence required by the duty of care. Regulators, acting through agency rulemaking and enforcement actions, are attempting to specify what precisely is required of investment managers in the context of exercising their fiduciary obligation to clients. Viewing investment management law as I propose here leads to an important insight about the law, and it challenges an alternative view of the fiduciary obligation. Some writers claim that detailed conduct rules effectively displace fiduciary duties. By contrast, I argue that, far from being an alternative to fiduciary duties, investment management law and regulation serves to explicate what the fiduciary obligation entails. Rules prepared by regulators governing the investment management industry are not a substitute for a fiduciary duty; they compose its essence.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"12 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-04-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131685425","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: 8

Understanding Public Enforcement of Securities Law in China: An Empirical Analysis of the Enforcement Outcomes of CSRC's Regional Offices 理解中国证券法的公共执法:中国证监会地区办事处执法结果的实证分析

CGN: Governance Law & Arrangements by Subject Matter (Topic) Pub Date : 2017-02-06 DOI: 10.2139/ssrn.2912606

Wenming Xu, Guangdong Xu

引用次数: 5

A Proposal for Reforming Group Law in the European Union - Comparative Observations on the Way Forward 欧盟集团法改革的建议——未来道路的比较观察

CGN: Governance Law & Arrangements by Subject Matter (Topic) Pub Date : 2016-10-08 DOI: 10.2139/SSRN.2849865

P. Böckli, P. Davies, Eilís Ferran, G. Ferrarini, José M. Garrido Garcia, K. Hopt, A. Opalski, Alain Pietrancosta, Markus Roth, Rolf Skog, S. Sołtysiński, J. Winter, Martin Winner, E. Wymeersch

{"title":"A Proposal for Reforming Group Law in the European Union - Comparative Observations on the Way Forward","authors":"P. Böckli, P. Davies, Eilís Ferran, G. Ferrarini, José M. Garrido Garcia, K. Hopt, A. Opalski, Alain Pietrancosta, Markus Roth, Rolf Skog, S. Sołtysiński, J. Winter, Martin Winner, E. Wymeersch","doi":"10.2139/SSRN.2849865","DOIUrl":"https://doi.org/10.2139/SSRN.2849865","url":null,"abstract":"The legal regime applicable to groups of companies in the European Union has been discussed for many years. National legislations have been adopted in a certain number of member states, and new initiatives are being considered by the European Commission and in academic writing. The central issues in groups of companies is the relationship between the controlling shareholder, often the parent company and the subsidiaries, and the potential for abuse to the detriment of the latter’s minority shareholders and creditors. Several answers have been formulated, going from a duty of the parent to indemnify the subsidiary for the charges imposed by the parent, to the acceptance of these charges provided they result in some benefit to the subsidiary and provided they do not endanger the subsidiary’s solvency. In a third approach, these issues may be solved by other common company law, e.g. on the basis of the unfair prejudice provisions. With respect to shareholder and creditor protection, a comparative analysis concludes that there is no need for additional regulatory safeguards. The present approaches indicate that group relations are often characterised by conflicts of interest. Therefore, it is proposed to develop a standard for dealing with these, especially under the form of Related Party Transactions. The specific conditions for dealing with intragroup related party transactions are submitted for further discussion.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-10-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126616954","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: 6

The Golden Leash and the Fiduciary Duty of Loyalty 金链子和忠诚的受托责任

CGN: Governance Law & Arrangements by Subject Matter (Topic) Pub Date : 2016-08-31 DOI: 10.2139/ssrn.3345370

Gregory H. Shill

{"title":"The Golden Leash and the Fiduciary Duty of Loyalty","authors":"Gregory H. Shill","doi":"10.2139/ssrn.3345370","DOIUrl":"https://doi.org/10.2139/ssrn.3345370","url":null,"abstract":"Activist hedge funds have begun experimenting with a novel practice in corporate governance: offering their candidates for the board of directors millions of dollars in bonus pay through a device known as a “golden leash.” Such arrangements, which are highly controversial, award directors for accomplishing activist objectives. An emerging body of work views the golden leash through the same polarized lens as activism itself: either the leash locks directors in to a self-serving, “short-termist” agenda, or it creates incentives for them to be better advocates for shareholders. This binary framing obscures some of the golden leash’s most promising qualities.Though associated with shareholder activists, the golden leash belongs to a larger class of well-established, mainstream legal structures that reduce agency costs and increase expertise at individual firms by, paradoxically, tying directors to multiple firms. These structures include corporate governance innovations in two other areas of the capital markets, the venture capital ecosystem and the practice of corporate directors sharing information with outside entities. Like the golden leash, both of these models create overlapping obligations for directors. Yet these arrangements are welcomed by scholars, courts, and firms on the grounds that they improve enterprise value and corporate governance by quietly blending loyalties, notwithstanding the fact that they also make conflicts of interest more likely.The golden leash thus follows in a coherent, if unheralded, tradition of structures that forge ultraclose bonds between directors and outside shareholders. This Article argues that the risks posed by this blending of duties should be discounted by the availability of mechanisms to manage the resulting conflicts and by advantages conferred in capital formation and governance. Properly designed and disclosed, the golden leash can promote not only superior returns but consensus-building, dialogue, and other values important to sound procedural corporate governance.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-08-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131135196","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: 8

The Trust Indenture Act of 1939 in Congress and the Courts in 2016: Bringing the SEC to the Table 国会和法院在2016年的1939年《信托契约法》:将美国证券交易委员会带到谈判桌上

CGN: Governance Law & Arrangements by Subject Matter (Topic) Pub Date : 2016-05-11 DOI: 10.2139/SSRN.2757344

M. Roe

{"title":"The Trust Indenture Act of 1939 in Congress and the Courts in 2016: Bringing the SEC to the Table","authors":"M. Roe","doi":"10.2139/SSRN.2757344","DOIUrl":"https://doi.org/10.2139/SSRN.2757344","url":null,"abstract":"Distressed firms with publicly issued bonds often seek to restructure the bonds’ payment terms to better reflect the firm’s weakened repayment capabilities and thereby avoid a bankruptcy. But Depression-era securities law bars the bondholders from agreeing via a binding out-of-bankruptcy vote to new payment terms, thus requiring individualized consent to the new payment terms, despite that such binding votes are commonplace now in bankruptcy and elsewhere. Recent judicial application of this securities law rule to bond recapitalizations has been more consistent than it had previously been, with courts striking down restructuring deals that twisted bondholders’ arms into consenting to unwanted deals. These coercive bond exchanges first became common in the 1980s, when many hostile tender offers for public companies had a similarly coercive deal structure. The coercive deal structure in these takeover offers was brought forward then to justify wide managerial countermeasures, but this structure disappeared in takeovers. However, it persisted in bond exchange offers. While these court decisions striking down the coercive bond exchanges faithfully apply Depression-era securities law to thwart issuers from twisting bondholders’ arms into exchanging, the bond market and distressed firms would be better served by exempting fair votes that bind all bondholders to new payment terms. The Securities and Exchange Commission now has authority to exempt fair restructuring votes from this now out-of-date securities law.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"158 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-05-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124445355","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

Regulatory Competition and Freedom of Contract in U.S. Corporate Law 美国公司法中的规制竞争与契约自由

CGN: Governance Law & Arrangements by Subject Matter (Topic) Pub Date : 2016-05-07 DOI: 10.2139/ssrn.2776945

Marco Ventoruzzo

引用次数: 3

The SEC's Shift to Administrative Proceedings: An Empirical Assessment 美国证券交易委员会转向行政诉讼:一项实证评估

CGN: Governance Law & Arrangements by Subject Matter (Topic) Pub Date : 2016-02-16 DOI: 10.2139/ssrn.2737105

Stephen J. Choi, A. Pritchard

{"title":"The SEC's Shift to Administrative Proceedings: An Empirical Assessment","authors":"Stephen J. Choi, A. Pritchard","doi":"10.2139/ssrn.2737105","DOIUrl":"https://doi.org/10.2139/ssrn.2737105","url":null,"abstract":"Congress has repeatedly expanded the authority of the SEC to pursue violations of the securities laws in proceedings decided by its own administrative law judges, most recently in the Dodd Frank Act. We report the results from an empirical study of SEC enforcement actions against non-financial public companies to assess the impact of the Dodd Frank Act on the balance between SEC civil court and administrative enforcement actions. We show a general decline in the number of court actions against public companies post Dodd Frank. At the same time, we show an increase in average civil penalties post-Dodd Frank for both court actions and administrative proceedings involving non-financial companies as well as a greater willingness of such companies to cooperate with the SEC, consistent with an increase in the SEC’s leverage in administrative proceedings. We also provide evidence that the mix of cases the SEC brings in administrative proceedings has changed post-Dodd Frank. We show an increase in two proxies for the complexity of the alleged underlying securities law violation, the disgorgement amount and the number of years during which the violation allegedly took place. Despite the increase in the complexity of the securities law violations, we report evidence that the significance of enforcement actions decreased for administrative proceedings after the enactment of Dodd-Frank. Although we cannot measure the deterrent impact of the additional cases that the shift to administrative proceedings has allowed the SEC to bring, it does appear that the SEC is using administrative proceedings to expand its enforcement efforts against public companies. Post-Dodd Frank, the SEC has shifted toward costlier-to-prosecute actions that may reflect weaker and/or less salient cases relative to pre-Dodd Frank administrative proceedings.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"23 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-02-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121992973","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: 13

Principles of Financial Regulation 金融监管原则

CGN: Governance Law & Arrangements by Subject Matter (Topic) Pub Date : 2016-01-06 DOI: 10.1093/acprof:oso/9780198786474.001.0001

J. Armour, Dan Awrey, P. Davies, L. Enriques, Jeffrey N. Gordon, C. Mayer, J. Payne

引用次数: 118

Delegation and the Regulation of U.S. Financial Markets 美国金融市场的授权和监管

CGN: Governance Law & Arrangements by Subject Matter (Topic) Pub Date : 2015-12-15 DOI: 10.2139/ssrn.2712915

Thomas Groll, Sharyn O'Halloran, Geraldine McAllister

引用次数: 10