CGN: Governance Law & Arrangements by Subject Matter (Topic)最新文献

{"title":"Damning Dictum: The Default Duty Debate in Delaware","authors":"M. Manesh","doi":"10.2139/SSRN.2222136","DOIUrl":"https://doi.org/10.2139/SSRN.2222136","url":null,"abstract":"Bizarrely, in 2013, even the most sophisticated business lawyer could not answer a seemingly simple question: whether, in the absence of an express agreement to the contrary, the manager of a Delaware limited liability company (LLC) owes traditional fiduciary duties to its members as a default matter? This was not always the case. For years, this question was settled — settled at least in the Delaware Court of Chancery. But in November 2012, the Delaware Supreme Court cast doubt on a long line of chancery court precedent in Gatz Properties v. Auriga Capital. Given the broad freedom of contract available under LLC law, it may be that default duties do not much matter. And, in any case, the uncertainty created by Gatz has now been resolved by recent legislation. Consequently, the lasting impact of Gatz is not on the substantive legal question. Rather, the lasting impact of Gatz is on Delaware law’s reputation for certainty as well as the use of dictum, an established Delaware judicial practice that has been vital to the state’s success in attracting corporate, and now LLC, charters.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"32 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129455236","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":"An Empirical Analysis of 'Corporate Italy': Legal Entities, Financial and Ownership Structure and Corporate Governance 2004-2012","authors":"Carlo Bellavite Pellegrini","doi":"10.2139/ssrn.2274102","DOIUrl":"https://doi.org/10.2139/ssrn.2274102","url":null,"abstract":"This study provides an overall evidence related to the Italian corporate system, ranging from consistency and dynamics of the different forms of legal entities managing business and economic activities since the introduction of the Vietti’s Reform in 2004, to their corporate governance and ownership structures. This research has a twofold target. For one extent it embraces and completes on a wider historical period previous analyses related to the innovative bodies of law introduced by the above mentioned Vietti’s Reform, giving full evidence about stocks and dynamics of the different features of Italian corporations. These innovative datasets may be useful both for scholars and practitioners in order to have a clear comprehension of the different corporate phenomena and of their relevance. For another extent this paper proposes further completely new data about other patterns of “Corporate Italy” which have never been enquired in a systematic way before. More specifically the paper provides a wide analysis of the ownership structures of unlisted joint stock Italian companies and of the limited liability companies. Moreover it is possible to describe the number of all the mergers and acquisitions deals or corporations’ transformation or liquidation of any sort of legal entities in the year 2012.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"48 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-06-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125764827","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 Impact of Dodd-Frank on Community Banks","authors":"Tanya D. Marsh, J. Norman","doi":"10.2139/SSRN.2302392","DOIUrl":"https://doi.org/10.2139/SSRN.2302392","url":null,"abstract":"The regulatory framework for financial institutions in the United States, including many provisions of The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), impose significant costs on community banks without providing benefits to consumers or the economy that justify those costs. The stated purpose of Dodd-Frank was to prevent another financial crisis by enhancing consumer protection and ending the era of \"too big to fail.\" However, the application of Dodd-Frank to community banks is misplaced. Community banks did not cause the financial crisis. The relationship-banking business model and market forces protect the customers of community banks without the need for additional regulation. Dodd-Frank builds on decades of \"one size fits all\" regulation of financial institutions, an ill-conceived regulatory framework that puts community banks at a competitive disadvantage to their larger, more complex competitors. The imposition of regulatory burdens on community banks without attendant benefits ultimately harms both consumers and the economy by: (1) forcing community banks to consolidate or go out of business, furthering the concentration of assets in a small number of mega-financial institutions; and (2) encouraging standardization of financial products, leaving millions of vulnerable borrowers without meaningful access to credit. Neither of these outcomes will protect consumers, the financial system, or the recovery of the American economy.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"71 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-05-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125597586","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":"Dodd-Frank Regulators, Cost-Benefit Analysis, and Agency Capture","authors":"Paul Rose, Christopher J. Walker","doi":"10.2139/SSRN.2251933","DOIUrl":"https://doi.org/10.2139/SSRN.2251933","url":null,"abstract":"The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) has raised the stakes for financial regulation by requiring more than twenty federal agencies to promulgate nearly 400 new rules. Scholars, regulated entities, Congress, courts, and the agencies themselves have all recognized — even before Dodd-Frank — the lack of rigorous cost-benefit analysis in the context of financial rulemaking. The D.C. Circuit has struck down several financial regulations because of inadequate cost-benefit analysis, with three more challenges to be decided this summer. Members of Congress have introduced legislation to address this problem, including a call for the President to intervene to require more exacting economic analysis. Regulated entities and investor protection groups are vigorously debating whether (and how) financial regulators should engage in cost-benefit analysis, as are a variety of policymakers, academics, and commentators. Absent from these debates, however, is a serious discussion of the importance of cost-benefit analysis in promoting good governance and democratic accountability. This Essay seeks to fill that void. The lack of attention to accountability is particularly troubling in the Dodd-Frank context, where most regulators are independent agencies and thus less democratically accountable via presidential oversight. In particular, independent agencies are not required to submit proposed rules and accompanying economic analyses for presidential review. Nor are their high-ranking officials subject to plenary presidential removal authority. Without another means of accountability — e.g., a robust cost-benefit analysis embedded in notice-and-comment rulemaking — independent agencies are more vulnerable to agency capture. This Essay argues that Dodd-Frank regulators should consider more seriously the democratic accountability concerns at play when regulating the financial markets. And those who regulate the regulators (via statutory command, executive order, or judicial review) should pay more attention to the good governance rationales for cost-benefit analysis when deciding whether and how to encourage Dodd-Frank regulators to engage in more rigorous and transparent economic analysis.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"36 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-04-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124942953","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":"Why Shareholders’ Agreements are Not Used in U.S. Listed Corporations: A Conundrum in Search of an Explanation","authors":"Marco Ventoruzzo","doi":"10.2139/ssrn.2246005","DOIUrl":"https://doi.org/10.2139/ssrn.2246005","url":null,"abstract":"This short essay, prepared as the text of a talk for a conference on shareholders’ agreements, examines what I consider one of the most puzzling and overlooked issues of US corporate law and securities regulation. The issue is why agreements among shareholders are not often used as control enhancing devices among American listed corporations. I offer a few ideas on this question, not providing a conclusive answer, but rather exploring some hypothesis and suggestions for further research. In order to do that, I divide my discussion in two parts. First, I quickly overview the substantive regulation of shareholders’ agreements in the United States, focusing in particular on Delaware law and on the Model Business Corporation Act. Second, I concentrate on the issue of the use – or, better, limited use – of shareholders’ agreements in listed corporations. I offer some new possible explanations for the limited use of these type of covenants in the United States.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"13 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-04-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121454705","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 Rule in Foss v Harbottle is Dead; Long Live the Rule in Foss v Harbottle","authors":"D. Kershaw","doi":"10.2139/SSRN.2209061","DOIUrl":"https://doi.org/10.2139/SSRN.2209061","url":null,"abstract":"The proper plaintiff rule reflects the elemental legal principle that only the right-holder is entitled to enforce the right. At common law, as a corollary of this principle, only when the general meeting was incapable of acting in the corporate interest could a derivative action be brought. It followed from this principle that wrongdoer control of the shareholder meeting was a pre-requisite to derivative litigation. The Companies Act 2006 introduced what is considered to be a ‘new’ derivative action mechanism. Although the Act is silent about the wrongdoer control requirement, it is widely understood to have abolished it. Central to this understanding is the view that this is what Parliament intended, as supported by a view of the mischief of the Act and by several ministerial statements. However, careful attention to the extra-legislative record as well as to the rules on statutory interpretation render this view of the mischief of the Act inaccurate and these statements of ministerial intent inadmissible. Detaching our interpretation of the Act from reliance upon this record opens up unexpected possibilities when combined with observations from recent authority which suggest that the Act’s reforms were not intended to abolish the proper plaintiff principle. A compelling case can be made that wrongdoer control remains as a threshold condition to derivative litigation.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"17 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-01-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133305136","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":"Is Section 172 of the Companies Act 2006 Capable of Delivering for All Stakeholders?","authors":"Amita Chohan","doi":"10.2139/ssrn.2139528","DOIUrl":"https://doi.org/10.2139/ssrn.2139528","url":null,"abstract":"S.172 carries a “duty to promote the success of the company” and is divided into three subsections. A list of various stakeholder groups is to be found in s.172(1)(a)-(f). This paper forms an answer, from an academic perspective, to the wider speculation that exists as to whether s.172 of the Companies Act 2006 is capable of delivering for all stakeholder groups. A discussion of the implications inherent in s.172 of the Companies Act 2006 is carried out, which seeks to critically analyse the structure, language and enforcement mechanisms of s.172 in order to investigate its true capabilities. The key word in the title of this paper is “capable” which the reader should keep in mind. Is s.172 capable of delivering for all stakeholders? If so: is s.172 no more than merely “capable” of delivering for all stakeholders? Is s.172 both capable and successfully able to deliver for all stakeholders? Such sub-questions are targeted throughout this paper. Evidence from pre-2006 case law, academic opinions, empirical studies and policy arguments are drawn upon to ensure that the conclusions arrived at in this paper are well-informed.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"31 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-08-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127715547","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":"How are Shorts Informed? Short Sellers, News, and Information Processing","authors":"Joseph Engelberg, Adam V. Reed, Matthew C. Ringgenberg","doi":"10.2139/ssrn.1535337","DOIUrl":"https://doi.org/10.2139/ssrn.1535337","url":null,"abstract":"We find that a substantial portion of short sellers’ trading advantage comes from their ability to analyze publicly available information. Using a database of short sales combined with a database of news releases, we show that the well-documented negative relation between short sales and future returns is twice as large on news days and four times as large on days with negative news. Further, we find that the most informed short sales are not from market makers but rather from clients, and we find only weak evidence that short sellers anticipate news events. Overall, the evidence suggests that public news provides valuable trading opportunities for short sellers who are skilled information processors.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"13 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116273057","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":"Who Is Authorised to Do What in Bodies Corporate?","authors":"Rod Thomas","doi":"10.2139/ssrn.3325573","DOIUrl":"https://doi.org/10.2139/ssrn.3325573","url":null,"abstract":"This is a seminal issue in terms of the drafting of the Unit Titles Act 2010 (NZ). It is a critical issue as body corporate committees that exceed their statutory powers may be found to have acted ultra vires the legislation and therefore become personally liable for the actions of the body corporate.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":" 21","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-01-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"120829049","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":"An Examination of the Evolving Approach to UK Corporate Rescue and the Impact of Subsequent Legal Reforms","authors":"C. Nyombi","doi":"10.2139/ssrn.1964840","DOIUrl":"https://doi.org/10.2139/ssrn.1964840","url":null,"abstract":"This paper aims to provide a circumspect examination Corporate Rescue Laws in order to ascertain whether subsequent reforms brought about any notable changes. It explores whether recommendations such as those in the Cork Committee Report 1982 were a complete, partial or total failure. However, it is likely that only partial success was achieved given recent statutory changes. Legal developments in Corporate Rescue Laws are examined through three centuries from a state of no recourse for troubled firms in the 19th century to a rescue dominated corporate world we live in today.","PeriodicalId":309706,"journal":{"name":"CGN: Governance Law & Arrangements by Subject Matter (Topic)","volume":"200 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-10-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131722490","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}