Download or read book An Introduction to Corporate Governance and the SEC written by K. Fred Skousen and published by Thomson South-Western. This book was released on 2005 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Recent traumatic events in the financial markets, such as the fall of Enron, World Com, and Arthur Andersen, have led to an increased emphasis on corporate governance and on the regulatory bodies overseeing the capital markets and the financial professions. AN INTRODUCTION TO CORPORATE GOVERNACE AND THE SEC help you understand the fundamentals of corporate governance and the critical role the SEC plays in the corporate governance process, overseeing the financial reporting of public companies.

Download or read book Corporate Governance written by Jonathan R. Macey and published by Princeton University Press. This book was released on 2010-12-12 with total page 343 pages. Available in PDF, EPUB and Kindle. Book excerpt: Even in the wake of the biggest financial crash of the postwar era, the United States continues to rely on Securities and Exchange Commission oversight and the Sarbanes-Oxley Act, which set tougher rules for boards, management, and public accounting firms to protect the interests of shareholders. Such reliance is badly misplaced. In Corporate Governance, Jonathan Macey argues that less government regulation--not more--is what's needed to ensure that managers of public companies keep their promises to investors. Macey tells how heightened government oversight has put a stranglehold on what is the best protection against malfeasance by self-serving management: the market itself. Corporate governance, he shows, is about keeping promises to shareholders; failure to do so results in diminished investor confidence, which leads to capital flight and other dire economic consequences. Macey explains the relationship between corporate governance and the various market and nonmarket institutions and mechanisms used to control public corporations; he discusses how nonmarket corporate governance devices such as boards and whistle-blowers are highly susceptible to being co-opted by management and are generally guided more by self-interest and personal greed than by investor interests. In contrast, market-driven mechanisms such as trading and takeovers represent more reliable solutions to the problem of corporate governance. Inefficient regulations are increasingly hampering these important and truly effective corporate controls. Macey examines a variety of possible means of corporate governance, including shareholder voting, hedge funds, and private equity funds. Corporate Governance reveals why the market is the best guardian of shareholder interests.

Download or read book A History of Corporate Governance around the World written by Randall K. Morck and published by University of Chicago Press. This book was released on 2007-11-01 with total page 700 pages. Available in PDF, EPUB and Kindle. Book excerpt: For many Americans, capitalism is a dynamic engine of prosperity that rewards the bold, the daring, and the hardworking. But to many outside the United States, capitalism seems like an initiative that serves only to concentrate power and wealth in the hands of a few hereditary oligarchies. As A History of Corporate Governance around the World shows, neither conception is wrong. In this volume, some of the brightest minds in the field of economics present new empirical research that suggests that each side of the debate has something to offer the other. Free enterprise and well-developed financial systems are proven to produce growth in those countries that have them. But research also suggests that in some other capitalist countries, arrangements truly do concentrate corporate ownership in the hands of a few wealthy families. A History of Corporate Governance around the World provides historical studies of the patterns of corporate governance in several countries-including the large industrial economies of Canada, France, Germany, Italy, Japan, the United Kingdom, and the United States; larger developing economies like China and India; and alternative models like those of the Netherlands and Sweden.

Download or read book Corporate Governance written by Robert A. G. Monks and published by Wiley-Blackwell. This book was released on 2003-12-19 with total page 584 pages. Available in PDF, EPUB and Kindle. Book excerpt: In the wake of the dramatic series of corporate meltdowns: Enron; Tyco; Adelphia; WorldCom; the timely new edition of this successful text provides students and business professionals with a welcome update of the key issues facing managers, boards of directors, investors, and shareholders. In addition to its authoritative overview of the history, the myth and the reality of corporate governance, this new edition has been updated to include: analysis of the latest cases of corporate disaster; An overview of corporate governance guidelines and codes of practice in developing and emerging markets new cases: Adelphia; Arthur Andersen; Tyco Laboratories; Worldcom; Gerstner's pay packet at IBM Once again in the new edition of their textbook, Robert A. G. Monks and Nell Minow show clearly the role of corporate governance in making sure the right questions are asked and the necessary checks and balances in place to protect the long-term, sustainable value of the enterprise. A CD-ROM containing a comprehensive case study of the Enron collapse, complete with senate hearings and video footage, accompanies the text. Further lecturer resources and links are available at www.blackwellpublishing.com/monks

Download or read book Corporate Governance and Ethics written by Zabihollah Rezaee and published by John Wiley & Sons. This book was released on 2008-06-16 with total page 464 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is the first to present a comprehensive framework of the theory and practice of corporate governance and business ethics by focusing on the four cornerstones promoted by the AACSB. Readers will quickly gain an understanding of the main themes, perspectives, frameworks, concepts, and issues pertaining to corporate governance and business ethics from historical, global, institutional, commercial, best practices, and regulatory perspectives. Additionally, there is also complete coverage of all oversight functions of corporate governance.

Download or read book Corporate Governance written by Lawrence E. Mitchell and published by Taylor & Francis. This book was released on 2017-05-15 with total page 541 pages. Available in PDF, EPUB and Kindle. Book excerpt: The study of corporate governance is a relatively modern development, with significant attention devoted to the subject only during the last fifty years. The topics covered in this volume include the purpose of the corporation, the board of directors, the role of shareholders, and more contemporary developments like hedge fund activism, the role of sovereign wealth funds, and the development of corporate governance law in what perhaps will become the dominant world economy over the next century, China. The editor has written an introductory essay which briefly describes the intellectual history of the field and analyses the material selected for the volume. The papers which have been selected present what the editor believes to be some of the best and most representative studies of the subjects covered. As a result the volume offers a rounded view of the contemporary state of the some of the dominant issues in corporate governance.

Download or read book Protecting Shareholders and Enhancing Public Confidence by Improving Corporate Governance written by United States. Congress. Senate. Committee on Banking, Housing, and Urban Affairs. Subcommittee on Securities, Insurance, and Investment and published by . This book was released on 2010 with total page 256 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Corporate Governance and Securities Regulation in the 21st Century written by Poonam Puri and published by Markham, Ont. : LexisNexis Butterworths. This book was released on 2004 with total page 338 pages. Available in PDF, EPUB and Kindle. Book excerpt: "This book is a compilation of essays written by lawyers who were enrolled in a corporate governance seminar in 2002 as a part of the Part-Time Master of Laws program in Securities Law at Osgoode Hall Law School. The contributors include securities lawyers at major Canadian law firms, provincial securities commissions, self-regulatory organizations and corporations. An essay was also contributed by two professors at Osgoode Hall Law School. Each chapter represents a critical aspect of securities law and corporate governance reform, looking at how legal and market mechanisms aim to encourage better corporate governance monitoring."--Pub. desc.

Download or read book Corporate Governance Matters written by David Larcker and published by FT Press. This book was released on 2011-04-14 with total page 497 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. Coverage includes: International corporate governance. Compensation, equity ownership, incentives, and the labor market for CEOs. Optimal board structure, tradeoffs, and consequences. Governance, organizational strategy, business models, and risk management. Succession planning. Financial reporting and external audit. The market for corporate control. Roles of institutional and activist shareholders. Governance ratings. The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to “get the story straight,” and to provide useful tools for making better, more informed decisions.

Download or read book Corporate Governance written by Walter Effross and published by Aspen Publishing. This book was released on 2022-02-07 with total page 1144 pages. Available in PDF, EPUB and Kindle. Book excerpt: Buy a new version of this textbook and receive access to the Connected eBook on CasebookConnect, including: lifetime access to the online ebook with highlight, annotation, and search capabilities, plus an outline tool and other helpful resources. Connected eBooks provide what you need most to be successful in your law school classes. Corporate Governance examines in an extraordinarily practical and accessible way the legal concerns of today’s shareholders, stakeholders, directors, officers, and their counsel, with a special emphasis on drafting documents and developing procedures to anticipate and prevent problems. Designed for real-world application by students, practitioners, executives, investors, and activists, the text includes excerpts from only the most important judicial decisions. Extensive notes and analyses provide context from courts, commentators, institutional investors, proxy advisors, stock exchange requirements, and businesspeople. Dozens of examples “ripped from the headlines,” or taken from corporate documents, the “Great Books,” or pop culture illustrate and illuminate key principles. Appendices offer detailed information to establish, support, and advance the reader’s career in corporate governance practice. New to the Third Edition: Composite provisions, offset in text boxes, patterned on the corporate governance guidelines of major corporations, identify the issues in and approaches to drafting such documents. New appendices discussing: On Preparing and Presenting “Actionable” Advice, for both executives and their counsel (Appendix B), and Ten Tips for Transparency in Posting Core Corporate Documents Online (Appendix C); and a fully updated list of Recommended Resources for Corporate Governance Research (Appendix A). In Chapter 1, enhanced discussion and examples of themes and trends in the study, theory, and practice of corporate governance. Throughout Chapter 2, expanded treatment of the directors’ responsibility to monitor and reduce risks (including special issues of cybersecurity); and analyses of the rules of conduct for board meetings, of variable/differential voting powers of directors; and of emergency bylaws. In Chapter 3, new discussions of meetings in “executive session,” and of the viability of a policy against a company’s directors’ dating each other; and additional material on: constraints on executives’ “private” activities and statements; special responsibilities of members of the audit committee; and the composition and role of the executive committee. In Chapter 4, updated discussions of virtual meetings of shareholders, of the rules of conduct for shareholder meetings, and of forum selection provisions for intracorporate litigation; and new sections on “loyalty shares”/“tenure voting,” on fee-shifting provisions, and on mandatory arbitration provisions. In Chapter 5, new examinations of: increased efforts (and mandates) to diversify the composition of boards; the “financial literacy” requirement for (some) directors; enabling the CEO also to serve as the board chair; the role of the “executive chair”; “golden leashes” for directors; the roles and responsibilities of advisory board members, advisory directors, emeritus directors, honorary directors, and board observers; proxy access proposals; and “refreshing” the board through age and term limits for directors. In Chapter 6, expanded discussions of clawbacks, restrictions on executives’ pledging and hedging company stock, Key Employee Retention Plans (KERPs) in bankruptcy situations, “golden hellos,” and “say on pay” litigation; and an analysis of the recent requirement of “pay ratio disclosure.” In Chapter 7, updated material on ESG (Environmental, Social, and Governance) issues, and on social enterprises such as benefit corporations and Certified B Corporations. In Chapter 8, a new discussion of the role and relationship to corporate counsel, of the chief compliance officer. Professors and students will benefit from: References to more than 200 newly added decisions. Identification of hundreds of intriguing topics for papers and/or blogs. Comparisons and contrasts of the governance practices supported by institutional investors, proxy advisors, and stock exchanges. A practice-ready, drafting-oriented approach to the systems, structures, and strategies of corporate governance.

Download or read book The SEC Corporate Governance and Shareholder Access to the Board Room written by J. Robert Brown and published by . This book was released on 2009 with total page 56 pages. Available in PDF, EPUB and Kindle. Book excerpt: In the shareholder governance area, one of the most contentious issues concerns the right of shareholders to nominate directors and include the nominees in management's proxy statement. This article examines the conflict in the context of the growing importance of independent directors. State law and the Securities and Exchange Commission (SEC) have increasingly relied upon independent directors to protect shareholders and ensure the integrity of the financial disclosure process. Yet because of weak definitions and problems of enforcement, these directors are often not truly independent. One method of addressing these concerns is to allow shareholders to nominate and elect their own candidates. They have the power to nominate under state law but the authority has largely been emasculated by the need to solicit proxies, an expensive and time consuming process. The SEC has from time to time sought, always unsuccessfully, to amend the rules to allow shareholders some access to the company's proxy statement for their nominees, with the first effort taking place in 1942. The article contains a comprehensive analysis of these efforts, including the most recent iteration in 2007 when the Commission reaffirmed its traditional position that shareholders should not have access to the company's proxy statement for nominees. The article takes the position that in an era of activist shareholders, pressure on the SEC to reform its rules will continue to grow. Moreover, continued denial of access will make things worse, leading to efforts by activist shareholders that are more intrusive and more likely to result in contests for the board of directors. The denial of access also leaves in place a serious gap in the disclosure regime for proxy contests. Finally, as the SEC becomes increasingly involved in the corporate governance process, a role it has not historically had to consider, the denial of access raises questions about the agency's willingness to protect the interests of shareholders.

Download or read book Corporate Governance written by J. Robert Brown (Jr.) and published by . This book was released on 2016 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The second edition of Corporate Governance is a thoroughly revised volume that will allow those teaching in the area to offer a highly current and topical course. The second edition includes updated sections that address governance changes at the NYSE (Chapter 2), the role of proxy advisory firms (Chapter 7), a growing importance of activist shareholders (Chapter 8), and the interplay between corporate disclosure and the first amendment (Chapter 9). The text also includes recent governance cases from Delaware, key federal cases decided under the securities laws, and discussions of relevant rulemaking initiatives by the SEC in the governance area.

Download or read book Hard Lessons in Corporate Governance written by Bryce C. Tingle and published by Cambridge University Press. This book was released on 2024-05-30 with total page 315 pages. Available in PDF, EPUB and Kindle. Book excerpt: How should corporations be run? Who should get a say, and what results can we expect? Hard Lessons in Corporate Governance provides an accessible introduction to the various failed attempts at using corporate governance to improve society. It introduces the record of these failures and illuminates hard lessons spread across thousands of empirical studies. If we look at the outcomes generated by various corporate governance 'best'; practices, we find that none of the practices work. If we look at the theories and assumptions that support modern corporate governance, we find they are likely wrong. And if we look at the prospect of corporate governance to improve political, environmental, and social outcomes, we find ample evidence that governance will fail us here too. After documenting these failures, Bryce Tingle KC turns to the most important lesson: how to fix this important, but broken, system.

Download or read book The Federalization of Corporate Governance written by Marc I. Steinberg and published by Oxford University Press. This book was released on 2018-02-23 with total page 329 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book focuses on the federalization of corporate governance in the United States from both historical and contemporary perspectives. Although the states traditionally have regulated the sphere of corporate governance - encompassing the relations among and between the subject corporation, its directors, its officers, its stockholders, and other stakeholders - federal law today impacts the governance of publicly-traded companies to a greater degree than ever before in U.S. history. This book discusses the evolution and development of corporate governance from a federal law perspective from the commencement of the twentieth century to the present. It examines the tension between state company law and federal law, analyzes the federal historical developments, explains the ramifications of the federal legislation enacted during the past two decades, and recommends corrective measures that should be implemented. The book accordingly provides an original, historical, and contemporary analysis of the federalization of corporate governance - a subject that impacts this country's economic well-being in a very fundamental way.

Download or read book Corporate Governance and the Creation of the SEC written by Arevik Avedian and published by . This book was released on 2015 with total page 41 pages. Available in PDF, EPUB and Kindle. Book excerpt: We study the effects of the creation of the Securities and Exchange Commission (SEC) on corporate governance. Established in 1934, the SEC effectively applied the listing standards of the NYSE to all regional stock exchanges in the U.S. We therefore examine the impact of the SEC by comparing non-NYSE listing firms before and after the landmark legislation was adopted, using the NYSE as a control group. Our estimates reveal that there was a 30% reduction in board independence, i.e., the creation of the SEC caused boards to become significantly less independent. We find no corresponding effects on firm valuations. Our evidence is consistent with a "substitution of governance mechanisms" hypothesis, i.e., firms endogenously trade off market-based (board) governance and government-sponsored (SEC) governance. This evidence has implications for corporate governance regulation around the world.

Download or read book Corporate Governance and Shareholder Empowerment written by United States. Congress. House. Committee on Financial Services. Subcommittee on Capital Markets, Insurance, and Government Sponsored Enterprises and published by . This book was released on 2010 with total page 420 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book What Is Corporate Governance written by John L. Colley and published by McGraw Hill Professional. This book was released on 2004-12-22 with total page 114 pages. Available in PDF, EPUB and Kindle. Book excerpt: A comprehensive overview of one of today's most important and controversial topics The need for sound corporate governance is the #1 item on many people's agendas today, from corporate directors and decision makers to investors looking to shield themselves from the next Enron-type disaster. But what exactly constitutes sound governance? And what should directors and managers do to ensure they can meet their governance responsibilities--whether legal, moral, or both? What Is Corporate Governance? provides readers with concise yet comprehensive coverage of this hot-button subject. Following the reader-friendly format of McGraw- Hill's highly successful What Is . . . series, this one-stop overview of corporate governance features: Explanations of the laws and regulations that apply to corporate governance Insights into the duties--and liabilities--of corporate directors Discussion of the impact of Sarbanes-Oxley on corporate governance issues