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Book A critical analysis of whether allowing directors to implement anti takeover defences is beneficial for all corporate constituencies

Download or read book A critical analysis of whether allowing directors to implement anti takeover defences is beneficial for all corporate constituencies written by Thomas Böhm and published by GRIN Verlag. This book was released on 2019-06-19 with total page 31 pages. Available in PDF, EPUB and Kindle. Book excerpt: Essay from the year 2018 in the subject Business economics - General, grade: A, University of Edinburgh (Edinburgh Law School), course: Corporation Law and Economics, language: English, abstract: This essay examines the question whether allowing directors to implement anti-takeover defences is beneficial for all corporate constituencies. Beginning with the classification of the topic in the law and economics context of the market for corporate control in Chapter 2, I will briefly outline in Chapter 3 the scenarios in which anti-takeover defences usually come into operation, namely hostile takeovers. Chapter 4 presents the most common anti-takeover defences and sets out the legal framework to what extent directors are permitted to adopt such defences in accordance with the applicable law. A distinction is made between UK and US law, with the latter focussing on Delaware law, where more than a half of all US publicly traded corporations are established. The Delaware Court of Chancery and Supreme Court have developed an extraordinary body of jurisprudence concerning corporate takeovers and anti-takeover defences. Chapter 5 points out potential impacts on the various constituencies of a company and deals with the fact why their interests have to be regarded in the takeover context. Finally, Chapter 6 critically evaluates anti-takeover defences from different stakeholder perspectives and concludes that these are not beneficial for all corporate constituencies, but for directors only.

Book Mergers and the Market for Corporate Control

Download or read book Mergers and the Market for Corporate Control written by Fred S. McChesney and published by Edward Elgar Publishing. This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This volume provides an essential overview of one of the most important developments in economics, finance and law of the past generation: the growing realization of how the market for corporate control functions and why its operation is of crucial importance. Presenting seventeen seminal contributions, the book illustrates the importance of corporate control changes - mergers, acquisitions and other takeovers - in helping to align the interests of corporate shareholders and their managers. The mechanics of various takeover techniques (poison pills, greenmail and other gambits) are also explored alongside empirical research concerning the functioning of the market for corporate control.

Book An Overview of Takeover Defenses

Download or read book An Overview of Takeover Defenses written by Richard S. Ruback and published by Palala Press. This book was released on 2018-02-19 with total page 38 pages. Available in PDF, EPUB and Kindle. Book excerpt: This work has been selected by scholars as being culturally important, and is part of the knowledge base of civilization as we know it. This work was reproduced from the original artifact, and remains as true to the original work as possible. Therefore, you will see the original copyright references, library stamps (as most of these works have been housed in our most important libraries around the world), and other notations in the work. This work is in the public domain in the United States of America, and possibly other nations. Within the United States, you may freely copy and distribute this work, as no entity (individual or corporate) has a copyright on the body of the work. As a reproduction of a historical artifact, this work may contain missing or blurred pages, poor pictures, errant marks, etc. Scholars believe, and we concur, that this work is important enough to be preserved, reproduced, and made generally available to the public. We appreciate your support of the preservation process, and thank you for being an important part of keeping this knowledge alive and relevant.

Book The Oxford Handbook of Corporate Governance

Download or read book The Oxford Handbook of Corporate Governance written by Mike Wright and published by OUP Oxford. This book was released on 2013-03-28 with total page 832 pages. Available in PDF, EPUB and Kindle. Book excerpt: The behavior of managers-such as the rewards they obtain for poor performance, the role of boards of directors in monitoring managers, and the regulatory framework covering the corporate governance mechanisms that are put in place to ensure managers' accountability to shareholder and other stakeholders-has been the subject of extensive media and policy scrutiny in light of the financial crisis of the early 2000s. However, corporate governance covers a much broader set of issues, which requires detailed assessment as a central issue of concern to business and society. Critiques of traditional governance research based on agency theory have noted its "under-contextualized" nature and its inability to compare accurately and explain the diversity of corporate governance arrangements across different institutional contexts. The Oxford Handbook of Corporate Governance aims at closing these theoretical and empirical gaps. It considers corporate governance issues at multiple levels of analysis-the individual manager, firms, institutions, industries, and nations-and presents international evidence to reflect the wide variety of perspectives. In analyzing the effects of corporate governance on performance, a variety of indicators are considered, such as accounting profit, economic profit, productivity growth, market share, proxies for environmental and social performance, such as diversity and other aspects of corporate social responsibility, and of course, share price effects. In addition to providing a high level review and analysis of the existing literature, each chapter develops an agenda for further research on a specific aspect of corporate governance. This Handbook constitutes the definitive source of academic research on corporate governance, synthesizing studies from economics, strategy, international business, organizational behavior, entrepreneurship, business ethics, accounting, finance, and law.

Book Corporate Takeovers  the Commerce Clause  and the Efficient Anonymity of Shareholders

Download or read book Corporate Takeovers the Commerce Clause and the Efficient Anonymity of Shareholders written by J. Gregory Sidak and published by . This book was released on 2009 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Antitakeover laws reduce the possibility of competition in the market for corporate control and thereby deny shareholders a significant opportunity to lower the cost of specifying and monitoring managerial performance. However, state legislatures evidently think that antitakeover laws generate benefits or else they would not enact them, as Indiana did in 1986. Empirical evidence suggests that Indiana's law - and laws patterned after it - would harm certain parties. By impeding the market for control of Indiana corporations, Indiana's antitakeover statute would be expected to reduce the wealth of shareholders of Indiana corporations. This diminution in wealth occurs because a corporation's shares are more valuable when the possibility exists that a rival team of managers might take control and manage the corporation's assets more profitably. Although Indiana is free to subsidize one in-state constituency at the expense of another, it is not free to effect the subsidy at the expense of out-of-state parties. The Supreme Court has long interpreted the ᑽormantň or Ňnegativeň commerce clause of the Constitution to limit a state's power to regulate or impede interstate commerce. In Pike v. Bruce Church, the Court expressed this inferred limitation on interstate exploitation in terms of an explicit cost-benefit balancing test: ŇWhere the statute regulates evenhandedly to effectuate a legitimate local public interest, and its effects on interstate commerce are only incidental, it will be upheld unless the burden imposed on such commerce is clearly excessive in relation to the putative local benefits.ň The doctrine of the dormant commerce clause is necessary in a federal system of representative government. State regulations sometimes harm other jurisdictions. For some of these externalities the causal link between state action and extrajurisdictional harm is subtle, either because the victims are diffuse and physically distant from the source of the harm or because the harm is first transmitted into a common pool, such as an organized market or exchange. Externalities from state antitakeover statutes are particularly troublesome in this respect. In 1982, the Supreme Court held in Edgar v. MITE Corp. that an Illinois statute that directly regulated corporate takeovers violated the dormant commerce clause. Some states subsequently enacted Ňsecond generationň antitakeover statutes, which purport to regulate only a corporation's structure and the rights of its shareholders - both traditional issues of state law. When one of these statutes was challenged, the Court reversed course, holding in 1987 in CTS Corp. v. Dynamics Corp. of America that Indiana's second generation antitakeover statute did not violate the dormant commerce clause. Although the CTS majority never explicitly said that it was using the Pike test to balance out-of-state costs against in-state benefits, it nevertheless concluded that, Ňto the limited extent that the Act affects interstate commerce, this is justified by the State's interests in defining the attributes of shares in its corporations and in protecting shareholders.ň Much scholarly criticism of CTS has focused on Justice Scalia's argument in his concurrence that the Court should not even undertake the balancing analysis articulated in Pike. Our focus is different. We do not dispute the Court's selection of constitutional doctrine; rather, we dispute the credibility of its application of that doctrine to Indiana's antitakeover legislation. We examine the costs and benefits of the Indiana antitakeover statute and conclude that a neutral application of the Pike test in CTS should have produced a very different result as a matter of constitutional law. Furthermore, we believe that our study demonstrates that Pike balancing is empirically possible in corporate control cases, even if it is used only prescriptively as the justification for a simpler formulation of the applicable legal rule. In Part I we theorize that the anonymity of shareholders, which second generation antitakeover statutes like Indiana's diminish, is an efficient attribute of the corporate form that increases shareholder wealth by enhancing liquidity and thereby facilitating corporate control transactions. In Part II we test empirically whether Indiana's antitakeover statute increased or decreased the wealth of shareholders of Indiana corporations. We find that the statute cost those shareholders $2.41 billion in market value, which is about 6% of a portfolio that would have been worth $43.11 billion without the statute. Because only a small percentage of the shareholders of Indiana corporations resides in Indiana, almost all of this loss befell shareholders residing in other states, creating an interstate externality of vast proportions. In Part III we argue that it is highly unlikely as an empirical matter that the local benefits of the Indiana statute ᑼlearlyň exceeded the costs imposed on nonresidents, as Pike supposedly requires. Thus, if Pike is still valid precedent (despite being neglected by the majority in CTS and repudiated by Justice Scalia in his concurrence), our empirical evidence supports the conclusion that, as a matter of constitutional law, CTS was wrong in holding that Indiana's statute does not violate the dormant commerce clause. This result raises new doubt about the constitutionality of other antitakeover statutes.

Book Mergers  Acquisitions  and Other Restructuring Activities

Download or read book Mergers Acquisitions and Other Restructuring Activities written by Donald DePamphilis and published by Academic Press. This book was released on 2011-08-22 with total page 784 pages. Available in PDF, EPUB and Kindle. Book excerpt: Two strengths distinguish this textbook from others. One is its presentation of subjects in the contexts wherein they occur. The other is its use of current events. Other improvements have shortened and simplified chapters, increased the numbers and types of pedagogical supplements, and expanded the international appeal of examples.

Book Governance and the Market for Corporate Control

Download or read book Governance and the Market for Corporate Control written by John L. Teall and published by Routledge. This book was released on 2014-02-25 with total page 288 pages. Available in PDF, EPUB and Kindle. Book excerpt: Governance and the Market for Corporate Control is a textbook for use on business courses dealing with mergers, acquisitions, governance restructuring and corporate control. Three key features distinguish this book from competing texts. First, following up on recent developments in the corporate arena, it places a heavy emphasis on managerial compensation, incentives and corporate performance. Second, its conciseness allows for flexibility of use. Third, its coverage is broad and examines many topics including: significant discussions of corporate governance power and voting managerial compensation takeovers going private transactions corporate restructuring event study methodology. As well as combining theoretical, empirical, quantitative and practitioner-oriented matter, the material in this key book provides the academic foundation necessary to ensure students’ understanding of important concepts.

Book Anti Takeover Provisions and Investment Timing

Download or read book Anti Takeover Provisions and Investment Timing written by Graeme Guthrie and published by . This book was released on 2019 with total page 28 pages. Available in PDF, EPUB and Kindle. Book excerpt: We show how directors can set the strength of a firm's anti-takeover provisions in order to influence the investment-timing decision of a future empire-building CEO. The prospect of future hostile takeover attempts, which terminate the CEO's control benefits if successful, affects the CEO's willingness to invest in low-value projects. If anti-takeover defenses are too strong then the market for corporate control imposes insufficient discipline on the CEO, who invests too soon. If they are too weak then shareholders incur too many costs due to managerial distraction and the CEO invests too late. Anti-takeover defenses need to be stronger if the target firm's shareholders receive a larger proportion of any increase in firm value caused by a change in management.

Book The Predators  Ball

Download or read book The Predators Ball written by Connie Bruck and published by Simon & Schuster. This book was released on 2020-02-04 with total page 400 pages. Available in PDF, EPUB and Kindle. Book excerpt: “Connie Bruck traces the rise of this empire with vivid metaphors and with a smooth command of high finance’s terminology.” —The New York Times “The Predators’ Ball is dirty dancing downtown.” —New York Newsday From bestselling author Connie Bruck, The Predators’ Ball dramatically captures American business history in the making, uncovering the philosophy of greed that dominated Wall Street in the 1980s. During the 1980s, Michael Milken at Drexel Burnham Lambert was the Billionaire Junk Bond King. He invented such things as “the highly confident letter” (“I’m highly confident that I can raise the money you need to buy company X”) and the “blind pool” (“Here’s a billion dollars: let us help you buy a company”), and he financed the biggest corporate raiders—men like Carl Icahn and Ronald Perelman. And then, on September 7, 1988, things changed... The Securities and Exchange Commission charged Milken and Drexel Burnham Lambert with insider trading and stock fraud. Waiting in the wings was the US District Attorney, who wanted to file criminal and racketeering charges. What motivated Milken in his drive for power and money? Did Drexel Burnham Lambert condone the breaking of laws?

Book Financial Markets and Corporate Strategy  European Edition  3e

Download or read book Financial Markets and Corporate Strategy European Edition 3e written by HILLIER, GRINBL and published by McGraw Hill. This book was released on 2023-01-26 with total page 807 pages. Available in PDF, EPUB and Kindle. Book excerpt: The global pandemic restrictions, climate change, geopolitical tensions, and new artificial technologies have fundamentally impacted international financial markets and corporate strategy. Traditional finance theories have been questioned and their application to corporate decision-making has come under scrutiny like never before. The third edition of Financial Markets and Corporate Strategy provides students with comprehensive and engaging discussions on the strategic challenges facing companies and their financial decisions. Brought to life by real-world examples, international cases and insights from recent research, it guides students through the challenges of studying and practising finance from both an academic and practical viewpoint. Key Features: · Fully updated research of the most important topics, data and examples in every chapter. · Coverage of the impact of climate change, Brexit, the economic growth of China, and new financial technologies · A stronger emphasis on sustainability, ethics, and corporate governance. · Updates on accounting standards, bankruptcy laws, tax rules and tax systems. David Hillier is Professor of Finance, Executive Dean of Strathclyde Business School, and Associate Principal of the University of Strathclyde. Mark Grinblatt is the J. Clayburn LaForce Professor of Finance at the UCLA Anderson School of Management Sheridan Titman is Professor of Finance at the McCombs School of Business.

Book SEC News Digest

    Book Details:
  • Author : United States. Securities and Exchange Commission
  • Publisher :
  • Release : 1971-07
  • ISBN :
  • Pages : 504 pages

Download or read book SEC News Digest written by United States. Securities and Exchange Commission and published by . This book was released on 1971-07 with total page 504 pages. Available in PDF, EPUB and Kindle. Book excerpt: Lists documents available from Public Reference Section, Securities and Exchange Commission.

Book Dissertation Abstracts International

Download or read book Dissertation Abstracts International written by and published by . This book was released on 2008 with total page 522 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Book Computational Techniques for Econometrics and Economic Analysis

Download or read book Computational Techniques for Econometrics and Economic Analysis written by D.A. Belsley and published by Springer Science & Business Media. This book was released on 2013-04-17 with total page 237 pages. Available in PDF, EPUB and Kindle. Book excerpt: It is unlikely that any frontier of economics/econometrics is being pushed faster, further than that of computational techniques. The computer has become a tool for performing as well as an environment in which to perform economics and econometrics, taking over where theory bogs down, allowing at least approximate answers to questions that defy closed mathematical or analytical solutions. Tasks may now be attempted that were hitherto beyond human potential, and all the forces available can now be marshalled efficiently, leading to the achievement of desired goals. Computational Techniques for Econometrics and Economic Analysis is a collection of recent studies which exemplify all these elements, demonstrating the power that the computer brings to the economic analysts. The book is divided into four parts: 1 -- the computer and econometric methods; 2 -- the computer and economic analysis; 3 -- computational techniques for econometrics; and 4 -- the computer and econometric studies.

Book The Oxford Handbook of Corporate Law and Governance

Download or read book The Oxford Handbook of Corporate Law and Governance written by Jeffrey Neil Gordon and published by Oxford University Press. This book was released on 2018 with total page 1217 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate law and governance are at the forefront of regulatory activities worldwide, and subject to increasing public attention in the wake of the Global Financial Crisis. Comprehensively referencing the key debates, the Handbook provides a much-needed framework for understanding the aims and methods of legal research in the field.

Book Handbook of Corporate Finance

Download or read book Handbook of Corporate Finance written by Bjørn Espen Eckbo and published by Elsevier. This book was released on 2007-05-21 with total page 559 pages. Available in PDF, EPUB and Kindle. Book excerpt: Judging by the sheer number of papers reviewed in this Handbook, the empirical analysis of firms’ financing and investment decisions—empirical corporate finance—has become a dominant field in financial economics. The growing interest in everything “corporate is fueled by a healthy combination of fundamental theoretical developments and recent widespread access to large transactional data bases. A less scientific—but nevertheless important—source of inspiration is a growing awareness of the important social implications of corporate behavior and governance. This Handbook takes stock of the main empirical findings to date across an unprecedented spectrum of corporate finance issues, ranging from econometric methodology, to raising capital and capital structure choice, and to managerial incentives and corporate investment behavior. The surveys are written by leading empirical researchers that remain active in their respective areas of interest. With few exceptions, the writing style makes the chapters accessible to industry practitioners. For doctoral students and seasoned academics, the surveys offer dense roadmaps into the empirical research landscape and provide suggestions for future work. *The Handbooks in Finance series offers a broad group of outstanding volumes in various areas of finance *Each individual volume in the series should present an accurate self-contained survey of a sub-field of finance *The series is international in scope with contributions from field leaders the world over

Book Mergers and Acquisitions Basics

Download or read book Mergers and Acquisitions Basics written by Donald DePamphilis and published by Academic Press. This book was released on 2010-10-29 with total page 241 pages. Available in PDF, EPUB and Kindle. Book excerpt: Negotiations form the heart of mergers and acquisitions efforts, for their conclusions contain both anticipated and unforeseen implications. Don DePamphilis presents a summary of negotiating and deal structuring that captures its dynamic process, showing readers how brokers, bankers, accountants, attorneys, tax experts, managers, investors, and others must work together and what happens when they don't. Writtten for those who seek a broadly-based view of M&A and understand their own roles in the process, this book treads a middle ground between highly technical and dumbed-down descriptions of complex events. It mixes theory with case studies so the text is current and useful. Unique and practical, this book can add hard-won insights to anybody's list of M&A titles.. Presents negotiation as a team effort Includes all participants, from investment bankers to accountants and business managers Emphasizes the interactive natures of decisions about assets, payments, and appropriate legal structures Written for those who seek summarizing, non-technical information