The Dark Side Of Shareholder Influence
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The Dark Side Of Shareholder Influence
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Author : Martin Gelter
language : en
Publisher:
Release Date : 2014
The Dark Side Of Shareholder Influence written by Martin Gelter and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2014 with categories.
This article proposes a new, functional explanation of the different roles of non-shareholder groups (particularly labor) in different corporate governance systems. The argument depends on the analysis of a factor that has so far received relatively little attention in corporate governance research: the level of shareholder influence on managerial decision making. Pro-employee laws mitigate holdup problems - opportunism from which shareholders benefit ex post, but which will deter firm-specific investment in human capital ex ante. Since holdup takes place within what is considered legitimate managerial business judgment and all shareholders (both majority and minority) are its financial beneficiaries, the degree of managerial autonomy from shareholders is an important factor. In the United States, proponents of a stakeholder view of corporate law have argued that the insulation that U.S. boards of directors have from shareholders mitigates the risk of holdup of nonshareholder constituencies by shareholders, thus encouraging firm-specific investment such as investment in human capital. However, the large degree of autonomy of U.S. boards is unusual. This autonomy is eliminated, for example, by concentrated ownership, which prevails in Continental Europe. This article therefore suggests that, given their costs, laws aiming at the protection of stakeholders - such as codetermination and restrictive employment laws - may be normatively more desirable in the presence of stronger shareholder influence, particularly under concentrated ownership. The theory is corroborated by the observation that such laws tend to be more strongly developed in corporate governance systems with stronger shareholder influence. The United Kingdom, which has both stronger shareholder influence and stronger employment law than the United States, is classified as an intermediate case.
The Dark Side Of Shareholder Influence
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Author : Martin Gelter
language : en
Publisher:
Release Date : 2009
The Dark Side Of Shareholder Influence written by Martin Gelter and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2009 with categories.
Most comparative corporate governance scholarship is preoccupied with the protection of shareholders against illicit self-dealing by managers and controlling shareholders, and the problem of agency cost. Differences in the role of stakeholders such as employees are acknowledged in the literature, but usually not explained in functional terms. At the same time, US legal scholars are increasingly debating the strong insulation of the board of directors from shareholders in the United States, and are seeking to find an explanation for it. Proponents of a stakeholder view of corporate law have argued that the insulation of the board of directors in the United States from shareholders mitigates the risk of holdup of members of nonshareholder constituencies by shareholders, thus encouraging specific investment by these groups. The most hotly debated type of specific investment is the human capital of employees. However, US corporate law is unusual in the large degree of autonomy enjoyed by managers vis-a-vis shareholders. Since holdup of stakeholders typically takes place within what is considered legitimate managerial business judgment, but shareholders are the primary financial beneficiary of this type of ex-post opportunism, comparative corporate governance needs to take into account the degree to which managers are shielded against shareholder influence, an issue that is quite unrelated to shareholder protection. I argue that concentrated ownership, as it is typical for Continental Europe, is conducive to holdup problems because it implies strong shareholder influence on management decision-making. Given their costs, laws aiming at the protection of stakeholders (such as codetermination or restrictive employment law) are therefore normatively more desirable in the presence of stronger shareholder influence, particularly under concentrated ownership. Without postulating that each corporate governance system of the Wealthy West has an optimal level of such laws, the theory is corroborated by the observation that they tend to be more strongly developed in corporate governance systems with stronger shareholder influence. Thus, I provide a new explanation for institutional complementarities in different corporate governance systems. The United Kingdom, which (in spite of dispersed ownership) has both stronger shareholder influence than the US and stronger employment law, is classified as an intermediate case.
The Dark Side Of Shareholder Activism
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Author : Laurent Bach
language : en
Publisher:
Release Date : 2015
The Dark Side Of Shareholder Activism written by Laurent Bach and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2015 with categories.
Strong corporate governance may bear some costs to shareholders when it leads to the departure of value-enhancing CEOs out of disagreement with the board. We test this hypothesis using the passing of shareholder proposals related to anti-takeover provisions in closely contested votes as a natural experiment. We measure the quality of a CEO departure by the cumulative abnormal returns observed around the announcement of such an event. We find that the approval of such proposals by general assemblies very significantly increases the likelihood that the current CEO leaves at the expense of firm value. Moreover, CEO departures provoked by stronger governance are not followed by an improvement in operating performance. We interpret this as evidence that the indiscriminate lifting of anti-takeover provisions is detrimental to shareholder value due to its adverse impact on the allocation of CEOs to firms.
Comparative Corporate Governance
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Author : Afra Afsharipour
language : en
Publisher: Edward Elgar Publishing
Release Date : 2021-06-25
Comparative Corporate Governance written by Afra Afsharipour 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 2021-06-25 with Law categories.
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.
The Dark Side Of Shareholder Protection
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Author : Filippo Belloc
language : en
Publisher:
Release Date : 2010
The Dark Side Of Shareholder Protection written by Filippo Belloc and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2010 with categories.
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.
Understanding The Company
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Author : Barnali Choudhury
language : en
Publisher: Cambridge University Press
Release Date : 2017-07-20
Understanding The Company written by Barnali Choudhury and has been published by Cambridge University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2017-07-20 with Business & Economics categories.
This book provides comparative perspectives on the purpose of the modern company, its role in society and its regulation.
Beyond Shareholder Wealth Maximisation
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Author : Min Yan
language : en
Publisher: Routledge
Release Date : 2017-09-08
Beyond Shareholder Wealth Maximisation written by Min Yan and has been published by Routledge this book supported file pdf, txt, epub, kindle and other format this book has been release on 2017-09-08 with Business & Economics categories.
The corporate objective, namely, in whose interests a company should be run, is the most important theoretical and practical issue confronting us today, as this core objective animates or should animate every decision a company makes. Despite decades of debate, however, there is no consensus regarding what the corporate objective is or ought to be, but clarity on this issue is necessary in order to explain and guide corporate behaviour, as different objectives could lead to different analyses and solutions to the same corporate governance problem. In addition to the study on the corporate objective in Anglo-American jurisdictions, the discussion of this topic in the context of China is also very important on the grounds that China has become the second largest economy in the world and is playing an increasingly significant role in global affairs. Though a socialist state, China has also been relying heavily on the corporate vehicle as the most important business organisational form to ensure its rapid economic development since its market reforms in 1978. Adolf Berle and Gardiner Means’s observation made over eight decades ago that large public companies dominate the world remains true today, not only in the West but also in China. The regulation and governance of such companies will have a material impact on the further development of the Chinese economy, which could in turn directly affect the world economy. Company law and corporate governance therefore receive much attention and have become a vital issue in China. Although the current focus is primarily on corporate performance, the fundamental question at the heart of corporate governance, namely the corporate objective, is still unresolved. Contrary to the widely held belief that the corporate objective should be maximising shareholder wealth, this book seeks to demonstrate that the shareholder wealth maximisation approach is both descriptively inaccurate and normatively unsuitable. As an antithesis to it, stakeholder theory generally develops to be a more suitable substitute. Justifications and responses to its main criticisms are offered from descriptive, normative and instrumental aspects, whilst new techniques of balancing competing interests and more workable guidance for directors’ behaviour are brought forward as essential modifications. Along with the unique characteristics of socialist states, the stakeholder model is expected to find solid ground in China and guide the future development of corporate governance. This book will be important and useful to researchers and students of corporate law, corporate governance, business and management studies.
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.
Research Handbook On Representative Shareholder Litigation
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Author : Sean Griffith
language : en
Publisher: Edward Elgar Publishing
Release Date : 2018-11-30
Research Handbook On Representative Shareholder Litigation written by Sean Griffith 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 2018-11-30 with LAW categories.
Written by leading scholars and judges in the field, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It explores how related issues are addressed across the globe, with examinations of shareholder litigation in the United States, Canada, the United Kingdom, the European Union, Israel, and China. This Research Handbook will be an invaluable resource on this important topic for scholars, practitioners, judges and legislators.