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Author: University of Delhi
Publisher:
ISBN:
Category : Corporation law
Languages : en
Pages : 398
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Book Description
Author: University of Delhi
Publisher:
ISBN:
Category : Corporation law
Languages : en
Pages : 398
Get Book Here
Book Description
Author:
Publisher:
ISBN:
Category :
Languages : en
Pages : 434
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Book Description
Author:
Publisher:
ISBN:
Category : Corporation law
Languages : en
Pages : 434
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Book Description
Author: Carole Basri
Publisher: Practising Law Inst
ISBN: 9781402416927
Category : Law
Languages : en
Pages : 1566
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Book Description
Author: Cornelis de Groot
Publisher: Kluwer Law International B.V.
ISBN: 9041128735
Category : Business & Economics
Languages : en
Pages : 240
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Book Description
The concept of corporate governance has come under intense public scrutiny in recent years. Business people everywhere are asking: What exactly does andgoodand corporate governance entail? Which aspects of it are legally binding, and in what ways is it merely a set of expectations on how corporations should be organized ideally? Nowhere are these important questions answered more precisely - nowhere are the lines more clearly drawn - than in the insightful synthesis of statutory law, case law, and organizational theory presented in this book. Recognizing that the concept of andgoodand corporate governance is not dramatically different from one jurisdiction to another but represents an international phenomenon that has to a reasonable extent the same characteristics everywhere, the author proceeds, with detailed analysis, through a series of issues that (he shows) make up the brunt of corporate governance. Each of these issues in turn gives rise to such specific problem areas as the following: board compensation and executive compensation; unitary and dual board structures; monitoring management; legal parameters of andmismanagementand; the andsupervisory gapand; audit, selection and appointment and remuneration committees; director tenure and retirement policy; risk management and risk reporting; corporate safety culture; conflicts of interest; whistleblower arrangements; aims of the regulation of public takeover bids; and defensive tactics in case of a hostile public takeover bid. These problems - and many others - are examined in the light of corporate governance codes and guidelines and of reports and judgments that deal with specific instances where investigators or courts were asked to analyze corporate governance issues in concrete cases. Each of the ten chapters includes in-depth analysis of such cases. A special feature of the book is a set of model corporate governance guidelines based on US corporate practice. Corporate Governance as a Limited Legal Concept is remarkable for its very thorough characterization and definition of corporate governance as a legal concept, as a code of conduct, and as an organizational structure. The authorands clearly reasoned analysis of the legal limits of corporate governance will be of great interest and practical value to business people and their counsel in any jurisdiction.
Author: Ronald L. Jones
Publisher:
ISBN:
Category : Law
Languages : en
Pages : 304
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Book Description
Designed to initiate in-house counsel into the corporate practice field, this volume comprises two main parts. The first discusses basic steps to lay a foundation for a preventive law practice. The second part examines specialized techniques, containing more than 60 examples and case studies.
Author: Reinier Kraakman
Publisher: OUP Oxford
ISBN: 0191582778
Category : Law
Languages : en
Pages : 578
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Book Description
This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.
Author: Walter Effross
Publisher: Aspen Publishing
ISBN: 1543825850
Category : Law
Languages : en
Pages : 1144
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Book Description
Buy a new version of this textbook and receive access to the Connected eBook on CasebookConnect, including: lifetime access to the online ebook with highlight, annotation, and search capabilities, plus an outline tool and other helpful resources. Connected eBooks provide what you need most to be successful in your law school classes. Corporate Governance examines in an extraordinarily practical and accessible way the legal concerns of today’s shareholders, stakeholders, directors, officers, and their counsel, with a special emphasis on drafting documents and developing procedures to anticipate and prevent problems. Designed for real-world application by students, practitioners, executives, investors, and activists, the text includes excerpts from only the most important judicial decisions. Extensive notes and analyses provide context from courts, commentators, institutional investors, proxy advisors, stock exchange requirements, and businesspeople. Dozens of examples “ripped from the headlines,” or taken from corporate documents, the “Great Books,” or pop culture illustrate and illuminate key principles. Appendices offer detailed information to establish, support, and advance the reader’s career in corporate governance practice. New to the Third Edition: Composite provisions, offset in text boxes, patterned on the corporate governance guidelines of major corporations, identify the issues in and approaches to drafting such documents. New appendices discussing: On Preparing and Presenting “Actionable” Advice, for both executives and their counsel (Appendix B), and Ten Tips for Transparency in Posting Core Corporate Documents Online (Appendix C); and a fully updated list of Recommended Resources for Corporate Governance Research (Appendix A). In Chapter 1, enhanced discussion and examples of themes and trends in the study, theory, and practice of corporate governance. Throughout Chapter 2, expanded treatment of the directors’ responsibility to monitor and reduce risks (including special issues of cybersecurity); and analyses of the rules of conduct for board meetings, of variable/differential voting powers of directors; and of emergency bylaws. In Chapter 3, new discussions of meetings in “executive session,” and of the viability of a policy against a company’s directors’ dating each other; and additional material on: constraints on executives’ “private” activities and statements; special responsibilities of members of the audit committee; and the composition and role of the executive committee. In Chapter 4, updated discussions of virtual meetings of shareholders, of the rules of conduct for shareholder meetings, and of forum selection provisions for intracorporate litigation; and new sections on “loyalty shares”/“tenure voting,” on fee-shifting provisions, and on mandatory arbitration provisions. In Chapter 5, new examinations of: increased efforts (and mandates) to diversify the composition of boards; the “financial literacy” requirement for (some) directors; enabling the CEO also to serve as the board chair; the role of the “executive chair”; “golden leashes” for directors; the roles and responsibilities of advisory board members, advisory directors, emeritus directors, honorary directors, and board observers; proxy access proposals; and “refreshing” the board through age and term limits for directors. In Chapter 6, expanded discussions of clawbacks, restrictions on executives’ pledging and hedging company stock, Key Employee Retention Plans (KERPs) in bankruptcy situations, “golden hellos,” and “say on pay” litigation; and an analysis of the recent requirement of “pay ratio disclosure.” In Chapter 7, updated material on ESG (Environmental, Social, and Governance) issues, and on social enterprises such as benefit corporations and Certified B Corporations. In Chapter 8, a new discussion of the role and relationship to corporate counsel, of the chief compliance officer. Professors and students will benefit from: References to more than 200 newly added decisions. Identification of hundreds of intriguing topics for papers and/or blogs. Comparisons and contrasts of the governance practices supported by institutional investors, proxy advisors, and stock exchanges. A practice-ready, drafting-oriented approach to the systems, structures, and strategies of corporate governance.
Author: John H. Matheson
Publisher:
ISBN:
Category :
Languages : en
Pages : 0
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Book Description
The key to effective corporate accountability today appears to be the existence of a class of "permanent" owners, holding approximately one-quarter of the outstanding equity, who have an incentive to monitor the operations of the corporation. This is essentially the system in Germany, Britain, and Japan. . . . In the United States, encouraging a pattern of domestic institutional ownership will be a way of ensuring the continuance of effective governance. The challenge, then, for the United States is to identify its "permanent" shareholder institutions and to ensure that they have the incentive and ability to perform the monitoring function. As recently as a few years ago, the ability and desire of corporate shareholders to mount a challenge over corporate governance seemed suspect. After all, shareholders were considered to be passive, impotent, and unconcerned. A shareholder revolution, however, is occurring, highlighted by the ascendancy of the institutional investor. This development, combined with the current anti-shareholder corporate governance trend, renders obsolete much of contemporary corporate law doctrine and practice. As a result, corporate law is in flux and turmoil. "[A]n extraordinary ferment of activity in the field of corporate governance" has resulted, including the proliferation of state-adopted and corporation-imposed antitakeover mechanisms such as the poison pill,increased involvement by the Securities and Exchange Commission (SEC), and intense criticism by institutional investors of current corporate governance structures and mechanisms. Such intense controversy surrounding corporate governance issues appears inevitable given the far-reaching economic and social impact of the modern corporation The stakes are enormous. The current corporate governance framework does not adequately address the evolution of the nature and role of modern institutional investors. Accompanying institutional investors' growth and concentration of share ownership is their desire and ability to participate meaningfully in governance issues Moreover, at no time has the need for shareholder activism been more acute; the marked downturn in takeovers this decade eliminates the potential disciplinary force that the threat of takeovers can have upon management. Although commentators have struggled to keep pace with institutional shareholder activism amid this changing corporate landscape, none have proffered a model procedural governance framework as proposed in this Article. Corporate law has developed dialectically in four stages. In the current "insulated managerialism" stage of corporate law, institutional shareholders lack an incentive to invest in a corporation for the long term. They currently lack the opportunity to offer meaningful guidance on fundamental corporate affairs and major longterm financial strategies. Piecemeal reform efforts cannot address the core weakness in the current framework of corporate governance - that modern institutional shareholders lack both the incentives and legal base to invest in a corporation for the long term. This Article proposes to harness fundamental principles of corporate governance to develop an innovative governance framework responsive to the evolving nature of modern institutional shareholders and boards of directors. The focus of this model framework is the process by which corporate governance powers are allocated. Rather than setting out substantive rules fixing the respective duties and powers of shareholders and nonshareholders, the proposed model establishes a process by which governance issues are resolved. Such a "process approach" offers many advantages. First, a procedural framework can remain viable amid a dynamic corporate law landscape. Second, although most institutional investors cannot monitor the hundreds of companies within their portfolio, they can monitor particularly important events and issues in those companies. Indeed, focusing upon significant issues common to all corporations obviates the need for longterm shareholders to engage in firm-specific monitoring. The increased economies of scale afforded by this procedural focus will fuel longterm shareholders' incentives to improve underlying corporate performance and profitability. The proposed procedural governance framework ensures that the directors will seek input from longterm shareholders whenever fundamental changes in the corporation's governance regime are proposed. Third, a procedural corporate law regime may be the inevitable result of the forces currently shaping corporate law. In particular, such a structure is the logical result of the "nexus of contracts" perspective of corporate law. Process-oriented reform should squarely address the circumstances under which shareholders should or must be allowed to guide directors' or managers' business judgment. Longterm shareholders must be allowed to do so when either or both of two factors exist: when conflicts of interest between shareholders and nonshareholders substantially blur a board's ability to determine an appropriate course of action objectively and efficiently, or when the decision facing a director will have such an impact upon the shareholders' financial investment that shareholders possess significant incentives to determine the course that will maximize longterm shareholder/corporate value. Shareholders' procedural involvement may appear through several mechanisms, including shareholder voting and shareholder advisory committees. Fully implemented, this proposal would enable the board to perform the function it is best suited to perform: to be an effective central mediator between longterm shareholders and longterm stakeholders. Under the proposal, the board would also seek the advice of major longterm shareholders on significant financial matters, in addition to seeking the counsel already provided by management and longterm stakeholders. The longterm economic efficiency that this model generates should be self-propagating. Sophisticated shareholders will invest only in those corporations with responsive management. This fosters cooperation. Corporate management will be forced to consider the desires of major longterm shareholders. Corporations that acknowledge major longterm shareholders' governance desires will have share prices that reflect greater shareholder satisfaction, and ultimately will be able to attract the patient capital essential for longterm success. This Article suggests a process by which longterm shareholders may meaningfully influence corporate governance. Part I describes the development of the current governance regime as framed by practices, legislation, and case law. Corporate law has evolved in four stages, from shareholder primacy to managerial capitalism, and then from management monitoring to the current situation, flourishing insulated managerialism. Consequently, the current governance framework is inconsistent with the ascendancy of the institutional investor. Part II describes the potency of the escalating conflict between shareholders and nonshareholders and examines current reform proposals. This Part argues that institutional investors lack an effective means of involvement in governance issues and thereby lack the incentive to view their holdings as longterm investments. Accordingly, Part III of this Article sets out a model framework of corporate governance based on the assimilation of the institutional investor as the quintessential longterm shareholder. This part proposes recognizing the role and right of the "longterm shareholder" as a means toward reducing this shareholder/nonshareholder tension. The purpose is to promote cooperation, thereby easing the conflicts between shareholders and nonshareholders that have escalated with the rise of the institutional investor, and to provide a process by which shareholder interests are represented effectively. Moreover, since meaningful reform must ultimately be ground in specific statutory language, this Article proposes model statutory provisions that are consistent with the role of the longterm shareholder in corporate governance. Part IV of the Article explores the nature and destiny of the "longterm shareholder" governance regime.
Author: Geoffrey P. Miller
Publisher: Aspen Publishing
ISBN: 1543815995
Category : Law
Languages : en
Pages : 1243
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Book Description
Geoffrey Miller’s The Law of Governance, Risk Management and Compliance is widely credited for introducing a new field of legal studies. Compliance and its related subjects of governance and risk management are major sources of jobs and also important developments in legal practice. The billions of dollars of fines paid over the past decade and the burgeoning and seemingly never-ending parade of compliance and risk management breakdowns – recently including the Wells Fargo sales practices scandal, the Volkswagen emissions cheat, and the Boeing 737 MAX crisis – all attest to the importance of the issues treated in this readable and timely book. New to the Third Edition: Comprehensive updates on recent developments New treatment of compliance failures: Wells Fargo account opening scandal, Volkswagen emissions cheat, important developments in Catholic Church sex abuse scandal. New treatment of risk management failures: the Boeing 737 MAX scandal. Professors and students will benefit from: Clear, concise definitions Fun and interesting problems Real-world perspective from an author who has been involved both as a scholar and as a member of a corporate board of directors Highly readable and interesting writing Text boxes containing key concepts and definitions Realistic problems for class discussion and analysis
