Download or read book Corporate Takeover Law and Management Discipline written by Francis A Okanigbuan Jnr and published by Routledge. This book was released on 2019-12-06 with total page 215 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book examines the effectiveness of corporate takeovers. The dominant ideologies of corporate takeovers include synergistic gains and its managerial disciplinary role. These dominant themes are being undermined by the challenges of costly acquisitions. The UK Takeover Code is a regulatory response to the role of managers of target companies only. Also, the regulatory framework for takeovers in the United States is largely focused on target companies. The book demonstrates that managements can influence the role of takeovers, thereby undermining its synergistic and disciplinary values. Presenting an identification and evaluation of the limits of current regulatory and judicial control over the role of management during takeovers in the UK and the US -Delaware, it will identify the relevance of institutional control as an effective mechanism for addressing the challenges of managerial influence over takeover functions. It will also identify how the role of managements can be addressed with the complementary benefit to shareholder and employee interests; thereby challenging the shareholder/ stakeholder primacy debate in corporate law, particularly in relation to takeovers. This book will be essential reading for scholars and students interested in the market for corporate control, corporate law and company law.

Download or read book Takeover Law in the UK the EU and China written by Joseph Lee and published by Springer Nature. This book was released on 2021-05-20 with total page 281 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book investigates stakeholders’ interests, market players, and governance models for the takeover market in the changing global economic orders. Authors from the UK, Germany, the Netherlands, Australia, and China discuss takeovers in the context of China as a rising power in the global M&A market and re-examine takeover as an efficient method for corporate competition, consolidation, and restructuring. China has come to embrace takeovers as a market practice and is seeking directions for further reforms of its law, regulatory model, and banking system in order to compete with other economic powers. Yet, China is at a very different economic development stage and has different legal and political structures. State-owned enterprises dominate the Shanghai and Shenzhen stock markets – a very different landscape from UK and European exchanges. Researchers and policy makers are currently developing options in response to needs for reform. Recently, China has also announced the opening of its financial markets to foreign ownership. This book reflects on the UK and European models and focuses on the policy choices for China to transform its capital market. The book is of interest to postgraduate students and researchers (LLM, PhD, postdocs), law and management/finance academics, and policy makers.

Download or read book Corporate Takeover Law written by Kathleen E. Pontius and published by . This book was released on 1987 with total page 14 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Does Takeover Activity Cause Managerial Discipline Evidence from International M A Laws written by Ugur Lel and published by . This book was released on 2014 with total page 79 pages. Available in PDF, EPUB and Kindle. Book excerpt: This paper exploits the staggered initiation of takeover laws across countries to examine whether the threat of takeover enhances managerial discipline. We show that following the passage of takeover laws (1) poorly performing firms experience more frequent takeovers; (2) the propensity to replace poorly performing CEOs increases, especially in countries with weak investor protection; and (3) directors of targeted firms are more likely to lose board seats following corporate control events. Our findings suggest that the threat of takeover causes managerial discipline through the incentives that the market for corporate control provides to boards to monitor managers.

Download or read book Corporate Takeovers written by California. Legislature. Senate. Commission on Corporate Governance, Shareholder Rights, and Securities Transactions and published by . This book was released on 1988 with total page 74 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Rethinking Corporate Governance written by Alessio Pacces and published by Routledge. This book was released on 2013-01-17 with total page 492 pages. Available in PDF, EPUB and Kindle. Book excerpt: The standard approach to the legal foundations of corporate governance is based on the view that corporate law promotes separation of ownership and control by protecting non-controlling shareholders from expropriation. This book takes a broader perspective by showing that investor protection is a necessary, but not sufficient, legal condition for the efficient separation of ownership and control. Supporting the control powers of managers or controlling shareholders is as important as protecting investors from the abuse of these powers. Rethinking Corporate Governance reappraises the existing framework for the economic analysis of corporate law based on three categories of private benefits of control. Some of these benefits are not necessarily bad for corporate governance. The areas of law mainly affecting private benefits of control – including the distribution of corporate powers, self-dealing, and takeover regulation – are analyzed in five jurisdictions, namely the US, the UK, Italy, Sweden, and the Netherlands. Not only does this approach to corporate law explain separation of ownership and control better than just investor protection; it also suggests that the law can improve the efficiency of corporate governance by allowing non-controlling shareholders to be less powerful.

Download or read book The Law and Governance of Decentralised Business Models written by Roger M Barker and published by Routledge. This book was released on 2020-12-30 with total page 234 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book draws together themes in business model developments in relation to decentralised business models (DBMs), sometimes referred to as the ‘sharing’ economy, to systematically analyse the challenges to corporate and organisational law and governance. DBMs include business networks, the global supply chain, public–private partnerships, the platform economy and blockchain-based enterprises. The law of organisational forms and governance has been slow in responding to changes, and reliance has been placed on innovations in contract law to support the business model developments. The authors argue that the law of organisations and governance can respond to changes in the phenomenon of decentralised business models driven by transformative technology and new socio-economic dynamics. They argue that principles underlying the law of organisations and governance, such as corporate governance, are crucial to constituting, facilitating and enabling reciprocality, mutuality, governance and redress in relation to these business models, the wealth-creation of which subscribes to neither a firm nor market system, is neither hierarchical nor totally decentralised, and incorporates socio-economic elements that are often enmeshed with incentives and relations. Of interest to academics, policymakers and legal practitioners, this book offers proposals for new thinking in the law of organisation and governance to advance the possibilities of a new socio-economic future.

Download or read book Shareholder Activism and the Law written by Ekrem Solak and published by Routledge. This book was released on 2020-05-04 with total page 237 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book provides a complete framework for contemporary shareholder activism and its implications for US corporate governance, which is based on director primacy theory. Under director primacy theory, shareholders do not wish to be involved in the management of the company; in the rare event that they wish to be involved, it is considered a transfer of power from the board of directors to shareholders, which in turn reduces the efficiency of centralised decision-making in public companies. However, this book demonstrates that shareholders do not use their power to transfer corporate control from the board to themselves, and that some form of shareholder activism is even collaborative, which is a new paradigm for US corporate governance. This book shows that while monitoring remains a key contribution of shareholders, they also bring new informational inputs to corporate decision-making that could not be obtained under the traditional board model. Accordingly, contemporary shareholder activism enhances the board’s decision-making and monitoring capacity, without undermining the economic value of the board's authority. Therefore, this book argues that the complete approach of contemporary shareholder activism should be accommodated into US corporate governance. In doing so, this book considers not only legal and regulatory developments in the wake of the 2007–2008 financial crisis, but also the governance developments through by-law amendments. Furthermore, the author makes several recommendations to soften the current director primacy model: establishing a level playing field for private ordering, adopting the proxy access default regime, the majority voting rule, the universal proxy rules, and enhancing the disclosure requirements of shareholders. The book will be of interest to academics and students of corporate governance, both in the US and internationally.

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.

Download or read book Lithuania Analytical background written by and published by World Bank Publications. This book was released on 1998-01-01 with total page 372 pages. Available in PDF, EPUB and Kindle. Book excerpt: Soon after its declaration of independence, Lithuania launched a program of market-based economic reforms that achieved remarkable results. However, a banking crisis erupted in January 1996, driven by a combination of ineffective bank supervision, poor bank practices, and deep-rooted sectoral imbalances. With financial support from the World Bank, Lithuanian authorities embarked on a broad economic reform program with two immediate objectives: the resolution of the banking system's operational and undercapitalization problems, and a reduction in the most severe imbalances in the economy. 'Volume I' distills findings and conclusions and builds a policy action plan for fast stable growth. 'Volume II' contains a collection of twelve policy notes that provide the technical analysis behind that plan.

Download or read book The Predators Ball written by Connie Bruck and published by Simon and Schuster. This book was released on 2013-04-02 with total page 400 pages. Available in PDF, EPUB and Kindle. Book excerpt: An insightful portrait of junk-bond powerhouse Drexel Burnham Lambert and infamous financier Michael Milken, “one of the most brilliant minds ever to have been dedicated to Wall Street's money games.” (The New York Times). Milken is purported to have offered to pay award-winning journalist Connie Bruck to stop work on this book, the fascinating story of how a singularly brilliant and intensely private investment banker essentially masterminded the creation of the junk bond market, generating billions of dollars in profits for his clients and himself before ultimately being brought down by charges of insider trading, stock manipulation, and fraud under the RICO Act. Bruck’s in-depth narration of the phenomenal career of the man nicknamed “the Junk Bond King” spans Milken’s early dealings in high-yield bonds as well as numerous corporate raids and hostile takeovers guided by tactics that were undoubtedly revolutionary, if sometimes unethical—and occasionally outright illegal. Standing alongside other blockbuster tales of business malfeasance such as Liar’s Poker and Too Big to Fail, The Predators’ Ball is a shocking, bemusing, and enlightening portrait of an era when it seemed anything was possible on Wall Street—as long as Michael Milken was in your Rolodex.

Download or read book Small and Medium Enterprises Law and Business written by Jan Winczorek and published by Taylor & Francis. This book was released on 2023-06-23 with total page 239 pages. Available in PDF, EPUB and Kindle. Book excerpt: The law plays an ambiguous role in running business. While legal tools can be used to tame uncertainties, for example, by concluding contracts to safeguard enforcement of future claims, they can also generate uncertainty. These secondary uncertainties like ones stemming from vague rights and obligations may be counterbalanced by using different resources and strategies, including acting informally, modifying business plans or accepting the losses from unpaid dues. This book discusses how small and medium enterprises use the law, abstain from using the law, and use alternative pathways to manage business uncertainties. Examining these topics through the lenses of an extensive qualitative and quantitative empirical study on justiciable issues, access to justice and legal uncertainty among SMEs in Poland, it implements and expands upon the paradigmatic paths to justice methodology which has been successfully used to study conflict resolution, access to justice and utilisation of the law by individuals in more than 30 jurisdictions. It argues that the grand promise of modern law - that it is a certainty-providing, neutral and democratic device to resolve problems and conflicts - is not fully delivered. It reveals how the conditions of a freshly developed capitalism combined with the rule of law backsliding contribute to universal, structural problems with access to justice meaning that accessing justice is a resource-hungry process, which incentivises small businesses to settle for their legal problems and engage in informal and alternative strategies.

Download or read book Legal and Ethical Standards in Corporate Insolvency written by Elizabeth Streten and published by Taylor & Francis. This book was released on 2024-06-17 with total page 172 pages. Available in PDF, EPUB and Kindle. Book excerpt: Recent financial crisis and the global financial impacts of the COVID-19 pandemic have brought renewed interest to the regulation and practice of corporate insolvency and restructuring. Modernisation of the insolvency profession, and the regulation of its practitioners, is a contemporary concern and recent years have seen significant reforms of insolvency law. The success of such reforms can be enhanced through a clear understanding of difficulties faced by the insolvency profession in achieving successful restructuring and insolvency outcomes and through the determination of effective solutions to those difficulties. However, there is limited empirical data to inform the day-to-day practice of insolvency, nor the difficulties experienced by insolvency practitioners in pursing insolvency and restructuring solutions. This book addresses this absence of data and understanding, examining the role and practice of corporate insolvency practitioners and exploring the challenges that they encounter. Offering an empirical study together with a comparative analysis of the experiences of practitioners around the world, this book facilitates a greater understanding of corporate insolvency practice, confronting a misunderstanding of, and under-confidence in, corporate insolvency practitioners, making it key reading for academics, practitioners and regulators working in the area of corporate insolvency.

Download or read book Implementing Business and Human Rights Norms in Africa Law and Policy Interventions written by Oyeniyi Abe and published by Routledge. This book was released on 2022-05-15 with total page 192 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book examines the contemporary and contentious question of the critical connections between business and human rights, and the implementation of socially responsible norms in developing countries, with particular reference to Kenya, Nigeria, and South Africa. Business enterprises and transnational corporate actors operate in a complex global environment, especially when operating in high risks sectors such as oil and gas, mining, construction, banking, and health care amongst others. Understanding human rights responsibilities, impacts, and socially responsible behaviour for companies is therefore an essential component of corporate risk management in our current world. The release of the United Nations Guiding Principles on Business and Human Rights, an instrument consisting of 31 principles on this issue, has further underscored the emergence of a rapidly developing set of international law norms on human rights responsibilities of businesses and transnational corporations. It has also shaped the discourse on corporate accountability for human rights. In addition to minimizing litigation, financial and reputational risks, understanding and demonstrating corporate respect for human rights is vital to building a culture of trust and integrity amongst local communities, investors, and shareholders. While Africa has been at the receiving end of deleterious activities of corporate actors, it has failed to address corporate impunity and human rights violations by non-state actors. Questions abound revolving around the underpinnings of a corporate responsibility to respect human rights, that is, how non-western and particularly African conceptions of respect may help develop a beyond do no net harm approach to respect; policy discourses on human rights due diligence, human rights impact assessment; mandating corporate respect for human rights in both domestic and international law. This book examines, clarifies, and unpacks the guiding principles of a rights-based approach to development and social inclusion. It offers an excellent exposition of regulatory capacity, institutional efficacy, and democratic legitimacy of governance institutions that shape development including a comprehensive analysis of how states are shaping business and human rights discourses locally to develop a critical understanding of identified issues by exploring the latest theories through comparative lenses.

Download or read book Protecting Societal Interests in Corporate Takeovers written by Huizi Ai and published by Springer Nature. This book was released on 2022-11-18 with total page 304 pages. Available in PDF, EPUB and Kindle. Book excerpt: The book explores “what are the societal interests that may be affected by a takeover, are these protected under the current regulatory frameworks of the U.K., Germany, and China, (and if so) how are they protected and what recommendations can be made for future reforms in the three jurisdictions?” The book adopts three main methods: law and economics analysis, doctrinal legal research, and comparative analysis. The content of this book is intended not only for the academia; it may also benefit the policy makers by providing an evaluation on the strengths and weaknesses of different protection mechanisms and recommendations for future reforms. Besides, companies which are (potentially) interested in conducting takeovers in the three countries may also find this book useful with its overall analysis of the regulatory frameworks and representative takeover cases in the jurisdictions.

Download or read book Corporate Group Legitimacy written by Peter Underwood and published by Taylor & Francis. This book was released on 2024-08-01 with total page 168 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book focuses on the legitimacy of corporate power wielded by corporate groups, integrating legal doctrine, economic analysis, and theoretical approaches. It reassesses how corporate groups can maintain legitimacy whilst exercising corporate power. Corporate groups are a prominent commercial feature of many jurisdictions and present unique challenges. The book argues that when analysed through the lens of corporate social responsibility, a legitimacy deficiency emerges. This arises from a lack of historical debate, diluted control mechanisms, and inflated growth, utilising unique features of the corporate group. It explores how the magnified power of the corporate group presents acute challenges for corporate legitimacy. Data is utilised alongside current examples of corporate groups which identify structural architectural patterns. It explores new technologies such as Artificial Intelligence and blockchain as ways of attaining legitimacy. It presents methods of attaining legitimacy for the continued wielding of power to be held within corporate groups. This book spans several research interests under the corporate law umbrella. It will be of interest to traditional black letter company lawyers. Additionally, it will be of interest to those who have an interest in business and those who are interested in the role of technology.

Download or read book Corporate Finance Law written by Louise Gullifer and published by Bloomsbury Publishing. This book was released on 2020-03-19 with total page 997 pages. Available in PDF, EPUB and Kindle. Book excerpt: The third edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. It has been fully updated to reflect developments in the law and the markets. One of the book's distinctive features is its equal coverage of both the equity and debt sides of corporate finance law, and it seeks, where possible, to compare and contrast the two. This book covers a broad range of topics regarding the debt and equity-raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter provides a critical analysis of the present law to enable the reader to understand the difficulties, risks and tensions in this area, and the attempts by the legislature, regulators and the courts, as well as the parties involved, to deal with them. The book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.