Conflicts of Interest Between Directors and Shareholders PDF Download
Are you looking for read ebook online? Search for your book and save it on your Kindle device, PC, phones or tablets. Download Conflicts of Interest Between Directors and Shareholders PDF full book. Access full book title Conflicts of Interest Between Directors and Shareholders by Luca Enriques. Download full books in PDF and EPUB format.
Author: Luca Enriques
Publisher:
ISBN:
Category : Conflict of interests
Languages : en
Pages : 212
Get Book Here
Book Description
Author: Luca Enriques
Publisher:
ISBN:
Category : Conflict of interests
Languages : en
Pages : 212
Get Book Here
Book Description
Author: Andrea Vicari
Publisher:
ISBN:
Category :
Languages : en
Pages :
Get Book Here
Book Description
The article analyses a number of characteristic cases of target company's directors and shareholders conflicts of interest in leveraged buy-outs, noting that such cases have not been extensively studied by European researchers and addressed by the judiciary of the European countries. There is reason to believe that, on the basis of an interpretation applying general legal principles, the possibility that the directors and shareholders of the target will use the operation to achieve extra company interests is potentially high. As a consequence, the article proposes a different, more rigorous interpretation of the laws on conflict of interest of directors and shareholders.
Author: Jens Hilscher
Publisher:
ISBN:
Category :
Languages : en
Pages :
Get Book Here
Book Description
Author: Didier Cossin
Publisher: John Wiley & Sons
ISBN: 1119615658
Category : Business & Economics
Languages : en
Pages : 358
Get Book Here
Book Description
A comprehensive guide to transforming boards and achieving best-practice governance in any organisation. When practising good governance, the board is the vital driver of organizational success, while fostering positive social impact and economic value creation. At all levels, executives around the world are faced with complexities rising from disruptive business models, new technologies, socio-economic changes, shifting political circumstances, and an array of other sources. High Performance Boards is the comprehensive manual for attaining best-in-class governance, offering pragmatic guidance on improving board quality, accountability, and performance. This authoritative volume identifies the four dimensions, or pillars, which are crucial for establishing and maintaining best-practice boards: the people involved, the information architecture, the structures and processes, and the group dynamics and culture of governance. This methodology can be applied to any board in the world, corporate or non-profit organization, regardless of size, sector, industry, or context. Readers are introduced to a fictitious senior board member – an amalgamation of board members from well-known organisations – and follow her as she successfully handles real-life challenges with effective governance. Drawn from the author's 20 years of practice and confidential work with boards across the world, this book: Demonstrates how high-performance boards innovate and refine their practices Discusses examples of board failures and challenges, including case studies from both for-profit and non-profit organisations including international organizations and state-owned agencies or even ministries Provides a proven framework to create best-in-class governance Includes a companion website featuring tools for board assessment and board practice High Performance Boards has inspired more than 3000 board members around the world. This book is essential reading for professionals and managers interested in governance and board members, senior managers, investors, lawyers, and students of governance.
Author: Luc Thévenoz
Publisher: Kluwer Law International B.V.
ISBN: 9041125787
Category : Law
Languages : en
Pages : 422
Get Book Here
Book Description
Conflicts of interest arise naturally in all walks of life, particularly in business life. As general and indeed inevitable phenomena, conflicts of interest should not be prohibited but properly managed. This book presents indepth analysis of such management in three areas of corporate governance where the conflict-of-interest problems are particularly acute: executive compensation, financial analysis, and asset management. ""Conflicts of Interest"" presents the results of a two-year-long research project bringing together academics and practitioners in both law and finance from Europe and the.
Author: Marc J. Lane
Publisher: Wolters Kluwer
ISBN: 0735598088
Category : Law
Languages : en
Pages : 1484
Get Book Here
Book Description
As a result of numerous recent corporate and accounting scandals, corporate officers, directors, managers, and trustees now face a host of new problemsand—ranging from a blizzard of new legislation, rules, and responsibilitiesand—to increased SEC oversight, new NYSE and NASDAQ listing standards, new fiduciary and other duties, and crushing new criminal penalties. Representing Corporate Officers, Directors, Managers, and Trustees tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in todayand’s harsh regulatory environment. Itand’s the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on every key aspect of this critically important area. This completely updated Second Edition thoroughly covers: Directorsand’ duty of careand— including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interestand—with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside informationand— plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities lawsand—including everything from overviews of the laws, the SEC, and securities themselvesand— to jurisdiction, pleading, remedies, and defenses in securities cases... the new criminal penalties...and attorneysand’ responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insuranceand— with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of anaction...directorsand’ and officersand’ liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offersand—including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.
![Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition PDF](https://books.google.com/books/content/images/frontcover/5lOEDwAAQBAJ?fife=w80-h100)
Author: Lane
Publisher: Wolters Kluwer
ISBN: 1543805299
Category : Corporate governance
Languages : en
Pages : 1588
Get Book Here
Book Description
Representing Corporate Officers and Directors and LLC Managers, Third Edition (formerly titled Representing Corporate Officers, Directors, Managers, and Trustees) is a guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees. Following the repercussions of past corporate and accounting scandals, new legislation, rules, and standards by governmental bodies and society have greatly increased the focus on the responsibilities and liabilities of directors, officers, managers, and trustees. Increased SEC oversight, new NYSE and NASDAQ listing standards, new cybersecurity compliance guidance, new fiduciary and other duties, and new criminal penalties have all changed the landscape for those who control corporations. By logically laying out the steps to safe corporate governance, the analysis, cases, tables, and checklists guide the veteran and neophyte alike. Representing Corporate Officers and Directors and LLC Managers tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in today's harsh regulatory environment. It's the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on key aspects of this critically important area. This updated Third Edition thoroughly covers: Directors' duties of care and loyalty-- including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interest--with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside information-- plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities laws--including everything from overviews of the laws, the SEC, and securities themselves-- to jurisdiction, pleading, remedies, and defenses in securities cases... criminal penalties...and attorneys' responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insurance-- with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of an action...directors' and officers' liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offers--including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.
Author: Afra Afsharipour
Publisher: Edward Elgar Publishing
ISBN: 1788975332
Category : Law
Languages : en
Pages : 544
Get Book Here
Book Description
This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism.
Author: Sabrina Bruno
Publisher: Kluwer Law International B.V.
ISBN: 9041134239
Category : Business & Economics
Languages : en
Pages : 298
Get Book Here
Book Description
This is a book that will be warmly welcomed by everyone engaged in the important debate under way on corporate responsibility and governance.
Author: Wim Weterings
Publisher:
ISBN:
Category :
Languages : en
Pages : 19
Get Book Here
Book Description
Listed companies and their directors and officers run an increasing risk of becoming involved in a shareholders' class action. Since class actions involve significant compensation amounts, it is of vital importance to all parties involved that the directors/officers and the company being sued have adequate Directors & Officers (D&O) insurance. Without sufficient insurance, these directors and the company might have to bear compensation in whole or in part themselves. If they are incapable of doing so to one extent or another, which is usually the case in light of the extensive compensation amounts with class actions, the injured parties will receive nothing or incomplete compensation and the class action will not realise its goal. This also has a negative effect on the scope of liability law. D&O insurance is therefore relevant for both the parties involved in the collective action and for society. Nonetheless, conflicts of interest can arise between the company and the directors being sued in respect of the cover if they are underinsured. In addition, conflicts of interest between the various D&O insurers could also arise which can negatively affect both the insurance cover and the settlement of a promising class action. D&O insurance must be set up in such a way - given the various interests and in light of the goals of a collective action and liability law - that these potential conflicts of interest are prevented as much as possible. The first conflict of interest between the company and directors can be restricted through the inclusion of either an allocation clause or an order of payment clause. In addition, a choice can be made to make a (greater) division between the Side A and Side C coverage within the D&O insurance policy or to take out a separate Side A policy altogether. The potential effects of the conflicting interests between the various D&O insurers involved with regard to the cover and the claim settlement can be mitigated by incorporating a properly defined follow form clause and an adequate leading underwriter clause. In that context, but also independently thereof, in my opinion a direct duty of good faith and fair dealing of the primary insurer(s) toward excess insurers (and also a duty of care of excess insurers) should be adopted.
