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Author: Pavlos E. Masouros
Publisher:
ISBN: 9789490947828
Category : Corporate governance
Languages : en
Pages : 0
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Book Description
The shift in the institutional logics of corporate governance towards shareholder value ('Great Reversal in Corporate Governance') coupled with shareholdership's increasing short-termism ('Great Reversal in Shareholdership') have cumulatively contributed to the low GDP growth rates that are observed in five major Western economies (France, Germany, the Netherlands, the UK, and the US) since the breakdown of the Bretton Woods system in the early 1970s. This book presents - through empirical data and with the help of the post-Keynesian theory of the firm - a historical causality chain: the two Great Reversals led to higher equity payout ratios and lower retention ratios in public corporations that in turn caused lower growth rates of (business) capital accumulation that in turn caused lower GDP growth rates. Corporate law has been an accomplice for the reorientation of corporate governance towards shareholder value, i.e. for the 'Great Reversal in Corporate Governance, ' and thus it indirectly shares the blame for the low rates of capital accumulation that have thrown the five major Western economies in a stagnation mode over the past four decades. The book introduces the post-Bretton Woods shareholder value index: a numerical legal index that shows the progress that the corporate laws of the five major Western economies covered have made at the shareholder value level during the post-Bretton Woods era. Corporate law rules have escalated the divestment of structurally long-termist institutional investors from equity positions and have preserved the trend towards shareholder short-termism that other legal and extra-legal institutions have directly caused. Corporate law has thus sustained the 'Great Reversal in Shareholdership' and hence it has contributed to the maintenance of the second factor that brought about the observed low growth rates in the five major Western economics over the past four decades. The book presents developments in the field of corporate law in the five major Western economies generating bias in favor of short-termism. 'Long Governance' emerges as the only way by which corporate law can fight stagnation. It is a management theory that calls management to set as a benchmark for its actions the long-run interests of all the shareholders who hold, have held, or will hold stock in the firm and also a legal concept requiring directors' duties to be discharged towards the maximization of long-term corporate welfare. Long Governance encourages also the provision of incentives, so that a class of long-termist shareholders, which can subsequently be empowered, can be created
Author: Pavlos E. Masouros
Publisher:
ISBN: 9789490947828
Category : Corporate governance
Languages : en
Pages : 0
Get Book Here
Book Description
The shift in the institutional logics of corporate governance towards shareholder value ('Great Reversal in Corporate Governance') coupled with shareholdership's increasing short-termism ('Great Reversal in Shareholdership') have cumulatively contributed to the low GDP growth rates that are observed in five major Western economies (France, Germany, the Netherlands, the UK, and the US) since the breakdown of the Bretton Woods system in the early 1970s. This book presents - through empirical data and with the help of the post-Keynesian theory of the firm - a historical causality chain: the two Great Reversals led to higher equity payout ratios and lower retention ratios in public corporations that in turn caused lower growth rates of (business) capital accumulation that in turn caused lower GDP growth rates. Corporate law has been an accomplice for the reorientation of corporate governance towards shareholder value, i.e. for the 'Great Reversal in Corporate Governance, ' and thus it indirectly shares the blame for the low rates of capital accumulation that have thrown the five major Western economies in a stagnation mode over the past four decades. The book introduces the post-Bretton Woods shareholder value index: a numerical legal index that shows the progress that the corporate laws of the five major Western economies covered have made at the shareholder value level during the post-Bretton Woods era. Corporate law rules have escalated the divestment of structurally long-termist institutional investors from equity positions and have preserved the trend towards shareholder short-termism that other legal and extra-legal institutions have directly caused. Corporate law has thus sustained the 'Great Reversal in Shareholdership' and hence it has contributed to the maintenance of the second factor that brought about the observed low growth rates in the five major Western economics over the past four decades. The book presents developments in the field of corporate law in the five major Western economies generating bias in favor of short-termism. 'Long Governance' emerges as the only way by which corporate law can fight stagnation. It is a management theory that calls management to set as a benchmark for its actions the long-run interests of all the shareholders who hold, have held, or will hold stock in the firm and also a legal concept requiring directors' duties to be discharged towards the maximization of long-term corporate welfare. Long Governance encourages also the provision of incentives, so that a class of long-termist shareholders, which can subsequently be empowered, can be created
Author: Yuwa Wei
Publisher: Kluwer Law International B.V.
ISBN: 904119908X
Category : Business & Economics
Languages : en
Pages : 263
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Book Description
The analysis is notable for its insistence that, for a corporate governance system to work, the principles and practicalities of that system must be derived from customary cultural norms. Experience shows that imported models, although they may be enshrined in law, lead to economic stagnation unless actual practice is monitored and reformed and the laws change to reflect these necessary adjustments. Thus the model proposed here begins with the Company Law of 1994, and proceeds to show how practical experience is already providing valuable data for the task of improving the law.
Author: Frank H. Easterbrook
Publisher:
ISBN:
Category : Business & Economics
Languages : en
Pages : 392
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Book Description
The authors argue that the rules and practices of corporate law mimic contractual provisions that parties would reach if they bargained about every contingency at zero cost and flawlessly enforced their agreements. But bargaining and enforcement are costly, and corporate law provides the rules and an enforcement mechanism that govern relations among those who commit their capital to such ventures. The authors work out the reasons for supposing that this is the exclusive function of corporate law and the implications of this perspective.
Author: Yair Listokin
Publisher: Harvard University Press
ISBN: 0674976053
Category : Law
Languages : en
Pages : 281
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Book Description
A distinguished Yale economist and legal scholar’s argument that law, of all things, has the potential to rescue us from the next economic crisis. After the economic crisis of 2008, private-sector spending took nearly a decade to recover. Yair Listokin thinks we can respond more quickly to the next meltdown by reviving and refashioning a policy approach whose proven success is too rarely acknowledged. Harking back to New Deal regulatory agencies, Listokin proposes that we take seriously law’s ability to function as a macroeconomic tool, capable of stimulating demand when needed and relieving demand when it threatens to overheat economies. Listokin makes his case by looking at both positive and cautionary examples, going back to the New Deal and including the Keystone Pipeline, the constitutionally fraught bond-buying program unveiled by the European Central Bank at the nadir of the Eurozone crisis, the ongoing Greek crisis, and the experience of U.S. price controls in the 1970s. History has taught us that law is an unwieldy instrument of macroeconomic policy, but Listokin argues that under certain conditions it offers a vital alternative to the monetary and fiscal policy tools that stretch the legitimacy of technocratic central banks near their breaking point while leaving the rest of us waiting and wallowing.
Author: Lucian Arye Bebchuk
Publisher: Cambridge University Press
ISBN: 9780521360548
Category : Business & Economics
Languages : en
Pages : 336
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Book Description
The past decade has brought certain corporate transactions and arrangements to the forefront of public attention and debate. At the same time, a new mode of corporate law analysis has been developed--one that uses economics to identify the consequences and desirable features of corporate law rules. This collection of papers uses economic analysis to study some of the main issues in corporate law. By collecting work at the frontier of this method of analysis, the volume provides a clear picture of the power, current state, and future direction of the economic analysis of corporate law. Written by some of the most prominent contributors to the field, many of the papers focus directly on the corporate control transactions that have attracted much interest and controversy in the past decade--corporate takeovers, buyouts, recapitalizations, and reorganizations.
Author: Jonathan Macey
Publisher:
ISBN:
Category :
Languages : en
Pages :
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Book Description
Author: Reinier Kraakman
Publisher: Oxford University Press
ISBN: 0191059536
Category : Law
Languages : en
Pages : 305
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Book Description
This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.
Author: Stephen M. Bainbridge
Publisher:
ISBN: 9781587781407
Category : Corporation law
Languages : en
Pages : 0
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Book Description
Author: Wm. Dennis Huber
Publisher: Routledge
ISBN: 1000291219
Category : Business & Economics
Languages : en
Pages : 206
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Book Description
This book is a continuation of Corporate Law and the Theory of the Firm: Reconstructing Corporations, Shareholders, Directors, Owners, and Investors. The author extends his analysis of contract law, property law, agency law, trust law, and corporate statutory law and applies that analysis to defy conventional concepts and theories in economics, finance, investment, and accounting and expose the artificial boundaries established by decades of research founded on indefensible assumptions and fallacious conclusions. Using the Humpty Dumpty principle, where words mean what the authors want them to mean, economists have created "strange new worlds" where contract law, property law, agency law, and corporate statutory law no longer apply. The author dismantles the theory of the firm by proving the theory of the firm wilfully and intentionally ignores fundamental contract law, property law, agency law, and corporate statutory law. Contrary to the theory of the firm, shareholders do not own corporations, directors are not agents of shareholders, and shareholders are not investors in corporations. The author proves that by property law and corporate law, capital is not privately owned by capitalists but by corporations. Entire economic and social systems have been constructed that have no basis in law. With the advent of publicly traded corporations, the capital is there, but both capitalists and capitalism have been rendered extinct. This book will appeal to researchers and graduate and upper-level undergraduate students in economics, finance, accounting, law, and sociology, as well as legal scholars, attorneys and accountants.
Author: Curtis J. Milhaupt
Publisher: University of Chicago Press
ISBN: 0226525295
Category : Law
Languages : en
Pages : 281
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Book Description
Recent high-profile corporate scandals—such as those involving Enron in the United States, Yukos in Russia, and Livedoor in Japan—demonstrate challenges to legal regulation of business practices in capitalist economies. Setting forth a new analytic framework for understanding these problems, Law and Capitalism examines such contemporary corporate governance crises in six countries, to shed light on the interaction of legal systems and economic change. This provocative book debunks the simplistic view of law’s instrumental function for financial market development and economic growth. Using comparative case studies that address the United States, China, Germany, Japan, Korea, and Russia, Curtis J. Milhaupt and Katharina Pistor argue that a disparate blend of legal and nonlegal mechanisms have supported economic growth around the world. Their groundbreaking findings show that law and markets evolve together in a “rolling relationship,” and legal systems, including those of the most successful economies, therefore differ significantly in their organizational characteristics. Innovative and insightful, Law and Capitalism will change the way lawyers, economists, policy makers, and business leaders think about legal regulation in an increasingly global market for capital and corporate governance.
