Corporate Governance And The Shareholder Base
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Corporate Governance And The Shareholder Base
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Author : Karl Lins
language : en
Publisher:
Release Date : 2004
Corporate Governance And The Shareholder Base written by Karl Lins and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2004 with Corporate governance categories.
"This paper uses a sample of 4,410 firms from 29 countries to investigate the relation between corporate governance and the shareholder base. In contrast to previous work, our results strongly support the notion that poor corporate governance, at both the firm and country level, negatively impacts the willingness of foreign investors to hold a firm's equity. Specifically, we find that firms whose managers have sufficiently high control rights that they may reasonably be expected to expropriate minority equity investors attract significantly less U.S. investment, especially in countries with poor external governance. Our findings suggest that the prices U.S. investors are asked to pay for firms with poor governance are not low enough to fully compensate them for expected expropriation or increased estimation risk associated with expected poor disclosure by these firms. Because prior research shows that a smaller shareholder base is associated with a lower firm value, our results are consistent with the notion that the shareholder base represents an important channel through which poor expected corporate governance contributes to a reduction in firm value"--Federal Reserve Board web site.
The Nature Of Corporate Governance
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Author : Janet Dine
language : en
Publisher: Edward Elgar Publishing
Release Date : 2013-01-01
The Nature Of Corporate Governance written by Janet Dine and has been published by Edward Elgar Publishing this book supported file pdf, txt, epub, kindle and other format this book has been release on 2013-01-01 with Business & Economics categories.
This book presents a thoughtful inquiry into the nature and rationale of corporate governance. The authors address fundamental questions including; What is the balance between ownership and control?; For whose interests should the company be run?; What is the institutional balance between shareholders, directors and other potential stakeholders, including the economy? Professor Dine and Dr Koutsias consider how these issues are dealt with by the jurisprudence of three major and greatly influential jurisdictions; the USA, the UK, and Germany, and also reflect on why and how the current corporate governance context in some states is defined by social, political and historical developments. The authors argue that corporate governance is crucial for the identity of each country. What is revealed in the work is that when national corporate governance is thriving it allows space for democracy to flourish. Corporate governance scholars, policy makers, LLM and LLB students of company law and corporate governance, NGOs involving issues of inequality, poverty and democracy will find this important book an insightful resource.
Capital Structure And Corporate Governance
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Author : Lorenzo Sasso
language : en
Publisher: Kluwer Law International B.V.
Release Date : 2013-08-01
Capital Structure And Corporate Governance written by Lorenzo Sasso and has been published by Kluwer Law International B.V. this book supported file pdf, txt, epub, kindle and other format this book has been release on 2013-08-01 with Law categories.
Despite a clear distinction in law between equity and debt, the results of such a categorization can be misleading. The growth of financial innovation in recent decades necessitates the allocation of control and cash-flow rights in a way that diverges from the classic understanding. Some of the financial instruments issued by companies, so-called hybrid instruments, fall into a grey area between debt and equity, forcing regulators to look beyond the legal form of an instrument to its practical substance. This innovative study, by emphasizing the agency relations and the property law claims embedded in the use of such unconventional instruments, analyses and discusses the governance regulation of hybrids in a way that is primarily functional, departing from more common approaches that focus on tax advantages and internal corporate control. The author assesses the role of hybrid instruments in the modern company, unveiling the costs and benefits of issuing these securities, recognizing and categorizing the different problem fields in which hybrids play an important role, and identifying legal and contracting solutions to governance and finance problems. The full-scale analysis compares the U.K. law dealing with hybrid instruments with the corresponding law of the most relevant U.S. jurisdictions in relation to company law. The following issues, among many others, are raised: decisions under uncertainty when the risks of opportunism of the parties is very high; contract incompleteness and ex post conflicts; protection of convertible bondholders in mergers and acquisitions and in assets disposal; use of convertible bonds to reorganise and restructure a firm; timing of the conversion and the issuer’s call option; majority-minority conflict in venture capital financing; duty of loyalty; fiduciary duties to preference shareholders; and financial contract design for controlling the board’s power in exit events. Throughout, the analysis includes discussion, comparison, and evaluation of statutory provisions, existing legal standards, and strategies for protection. It is unlikely that a more thorough or informative account exists of the complex regulatory problems created by hybrid financial instruments and of the different ways in which regulatory regimes have responded to the problems they raise. Because business parties in these jurisdictions have a lot of scope and a strong incentive to contract for their rights, this book will also be of uncommon practical value to corporate counsel and financial regulators as well as to interested academics.
Shareholder Primacy And Corporate Governance
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Author : Shuangge Wen
language : en
Publisher: Routledge
Release Date : 2013-10-08
Shareholder Primacy And Corporate Governance written by Shuangge Wen and has been published by Routledge this book supported file pdf, txt, epub, kindle and other format this book has been release on 2013-10-08 with Law categories.
Rising defaults in the financial market in 2007, the current widespread economic recession and debt crisis have added impetus to existing doubts about companies’ governance, and cast new light on future trends in shareholder-oriented corporate practice. Taking account of these developments in the field and realising the current need for changes in governance, this book offers a thorough exploration of the origins, recent changes and future development of the corporate objective—shareholder primacy. Legal and theoretical aspects are examined so as to provide a comprehensive and critical account of the practices reflecting shareholder primacy in the UK. In the wake of the financial crisis, this book investigates the direction of future policy, with particular attention to changes in governing rules and regulations and their implications for preserving the objective of shareholder primacy. It examines current UK and EU reform proposals calling for long-term and socially-responsible corporate performance, and the potential friction between proposed legal changes and commercial practices. This book will be useful to researchers and students of company law, and business and management studies.
The Legal Basis Of Corporate Governance In Publicly Held Corporations A Comparative Approach
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Author : Arthur Pinto
language : en
Publisher: Springer
Release Date : 1998-10-30
The Legal Basis Of Corporate Governance In Publicly Held Corporations A Comparative Approach written by Arthur Pinto and has been published by Springer this book supported file pdf, txt, epub, kindle and other format this book has been release on 1998-10-30 with Business & Economics categories.
This book is the result of a project sponsored by Ceradi-Luiss Guido Carli, Rome, and by the Brooklyn Law School Center for the Study of International Business Law.
Ownership Structure Corporate Governance And Corporate Performance
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Author : Xiaonian Xu
language : en
Publisher: World Bank Publications
Release Date : 1997
Ownership Structure Corporate Governance And Corporate Performance written by Xiaonian Xu and has been published by World Bank Publications this book supported file pdf, txt, epub, kindle and other format this book has been release on 1997 with Corporate governance categories.
Ownership Structure Corporate Governance And Corporate Performance The Case Of Chinese Stock Companies
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Author : Yan Wang
language : en
Publisher:
Release Date : 1999
Ownership Structure Corporate Governance And Corporate Performance The Case Of Chinese Stock Companies written by Yan Wang and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 1999 with categories.
June 1997 Does the ownership structure of publicly listed firms in China affect their performance? Yes. Institutional shareholders seem to have a positive impact on corporate governance and performance; state ownership seems to lead to inefficiency; and an overly dispersed ownership structure can create problems in the Chinese setting. Xu and Wang investigate whether ownership structure significantly affects the performance of publicly listed firms in China and if so, in what way. With public listed stocks, one can quantify the ownership mix and concentration, which makes it possible to study this issue. The authors use the recent literature on the role of large institutional shareholders in corporate governance as a theoretical base. A typical listed stock company in China has a mixed ownership structure, with three predominant groups of shareholders- state, legal persons (institutions), and individuals- holding about 30 percent of the stock. (Employees and foreign investors together hold less than 10 percent.) Ownership is heavily concentrated: the five largest shareholders accounted for 58 percent of outstanding shares in 1995, compared with 57.8 percent in the Czech Republic, 42 percent in Germany, and 33 percent in Japan. Their empirical analysis shows that the mix and concentration of stock ownership do indeed significantly affect a company's performance: * There is a positive, significant correlation between concentration of ownership and profitability. * The effect of concentrated ownership is greater with companies dominated by institutions than with those dominated by the state. * The firms' profitability is positively correlated with the fraction of legal person (institutional) shares; it is either negatively correlated or uncorrelated with the fraction of state shares and with tradable A-shares held mostly by individuals. * Labor productivity tends to decline as the proportion of state shares increases. This paper- product of the Office of the Director, Economic Development Institute- part of a larger effort in the Bank to understand and disseminate various models of corporate governance. The study was funded by the Bank's Research Support Budget under the research project Ownership Structure, Corporate Governance, and Firm's Performance (RPO 681-08).
Corporate Governance
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Author : H. Kent Baker
language : en
Publisher: John Wiley & Sons
Release Date : 2010-08-20
Corporate Governance written by H. Kent Baker and has been published by John Wiley & Sons this book supported file pdf, txt, epub, kindle and other format this book has been release on 2010-08-20 with Business & Economics categories.
A detailed look at the importance of corporate governance in today's business world The importance of corporate governance became dramatically clear at the beginning of the twenty-first century as a series of corporate meltdowns from managerial fraud, misconduct, and negligence caused a massive loss of shareholder wealth. As part of the Robert W. Kolb Series in Finance, this book provides a comprehensive view of the shareholder-manager relationship and examines the current state of governance mechanisms in mitigating the principal-agent conflict. This book also offers informed suggestions and predictions about the future direction of corporate governance. Relies on recent research findings to provide guidance through the maze of theories and concepts Uses a structured approach to put corporate governance in perspective Addresses essential issues related to corporate governance including the idea of principal-agent conflict, role of the board of directors, executive compensation, corporate monitoring, proxy contests and corporate takeovers, and regulatory intervention Corporate governance is an essential part of mainstream finance. If you need to gain a better understanding of this topic, look no further than this book.
Corporate Governance Adrift
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Author : Michel Aglietta
language : en
Publisher: Edward Elgar Publishing
Release Date : 2005-01-01
Corporate Governance Adrift written by Michel Aglietta and has been published by Edward Elgar Publishing this book supported file pdf, txt, epub, kindle and other format this book has been release on 2005-01-01 with Business & Economics categories.
Recent corporate governance scandals have brought to the fore the inherent contradictions of a capitalism dominated by financial markets. This challenging book by Michel Aglietta and Antoine Reberioux argues that capitalism's basic premise - that companies must be managed in the sole interest of their shareholders - is incongruent with the current environment of liquid markets, profit-hungry investors and chronic financial instability.
Corporate Law And The Longterm Shareholder Model Of Corporate Governance
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Author : John H. Matheson
language : en
Publisher:
Release Date : 2011
Corporate Law And The Longterm Shareholder Model Of Corporate Governance written by John H. Matheson and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2011 with categories.
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.