Download or read book Interpreting Organizational Contracts and the Private Ordering of Public Company Governance written by Megan W Shaner and published by . This book was released on 2019 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate law is undergoing an explosion of governance by private ordering. With increasing frequency and creativity, the charter and bylaws of public corporations are being used as tools for restructuring key aspects of corporate governance. The current focus of parties, courts, and scholars has been on the facial validity of these efforts. In light of courts' willingness to uphold corporate governance contracting, legal battles will morph from validity challenges to interpretation disputes. Yet interpretation principles are a topic to which corporate scholars have devoted limited attention. With interpretation poised to take on an influential role in shaping corporate law and norms, establishing a cohesive interpretative framework is critical.This Article rejects the contract metaphor traditionally applied to questions of charter and bylaw interpretation in favor of a more nuanced interpretative framework. Dissecting the provisions that comprise a public corporation's organizational documents reveals a rich combination of standardization, customization, and innovation. Drawing from many sides of traditional interpretation debates, this Article links the different types of organizational provisions to the interpretive theory and principles that most accurately achieve the primary interpretive goals attendant to each. The outcome is a framework that requires courts to engage in a more explicit and tailored analysis, resulting in a stable interpretation scheme and clear judicial guidance to market actors.

Download or read book Corporate governance collective action and contractual freedom written by Jonathan Rohr and published by . This book was released on 2017 with total page 858 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Inefficient Tailoring written by Michal Barzuza and published by . This book was released on 2018 with total page 52 pages. Available in PDF, EPUB and Kindle. Book excerpt: The conventional wisdom in corporate law posits that private ordering has an important virtue: it allows firms to efficiently tailor governance terms to their particular needs. This virtue is routinely advanced to justify the largely “enabling” structure of U.S. corporate law, and to oppose “one-size-fits-all” mandatory regulation.This Article argues that private ordering frequently produces inefficient tailoring of corporate governance terms--firms that need governance constraints are precisely the ones that do not volunteer to implement them. In theory, the conventional approach assumes that these firms will implement constraints voluntarily because otherwise they would be disciplined by market forces and IPO pricing. Yet such reliance on market discipline has an inherent paradox: the firms that would benefit most from governance constraints are precisely the ones that are subject to weak market discipline, and this Article argues, to inadequate penalties in IPO pricing. Evidence from myriad studies and contexts suggests that firms' needs for constraints are often not, or negatively, correlated with having them. For exam- ple, the inclination to cross-list on US exchanges is negatively correlated with controlling shareholders' private benefits, and with the cross-listing premium; firms that benefitted from independent directors were precisely the ones that did not have them prior to SOX; managers of firms that investors believed would benefit most from proxy access were precisely those who were most likely to contest them; Nevada's lax fiduciary duties attract firms that are prone to finan- cial reporting failures. The Article concludes with implications for data interpre- tation and corporate law policy.

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 Genius of American Corporate Law written by Roberta Romano and published by American Enterprise Institute. This book was released on 1993 with total page 180 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is a study of the structure of American corporate law, which combines economic analysis with empirical insights to produce a number of policy insights. It is suitable for anyone studying corporate law, securities regulation, comparative company law or federalism.

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 The Legal Basis of Corporate Governance in Publicly Held Corporations A Comparative Approach written by Arthur Pinto and published by Springer. This book was released on 1998-10-30 with total page 336 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.

Download or read book Massachusetts Corporation Law Practice written by Richard W. Southgate and published by Wolters Kluwer. This book was released on 2012-11-16 with total page 1730 pages. Available in PDF, EPUB and Kindle. Book excerpt: Massachusetts Corporation Law and Practice, Second Edition is an authoritative research tool, providing clear, reliable guidance to the Massachusetts business corporation statutes, legislative history and case law. This treatise provides an explanation and analysis of the statutes, including a discussion of the process by which corporations are created, governed, and ultimately dissolved, accompanied by key forms and agreements. The authors' expertise and advice are made available to help the reader handle key corporate transactions from formation of Massachusetts business corporations to mergers, tender offers, and hostile takeovers. Massachusetts Corporation Law and& Practice, Second Edition also contains detailed chapters on foreign corporations, Massachusetts business trusts, and Massachusetts limited liability companies. Also included are statutes and forms.

Download or read book Corporate Governance in the Common Law World written by Christopher M. Bruner and published by Cambridge University Press. This book was released on 2013-03-29 with total page 317 pages. Available in PDF, EPUB and Kindle. Book excerpt: The corporate governance systems of Australia, Canada, the United Kingdom and the United States are often characterized as a single 'Anglo-American' system prioritizing shareholders' interests over those of other corporate stakeholders. Such generalizations, however, obscure substantial differences across the common-law world. Contrary to popular belief, shareholders in the United Kingdom and jurisdictions following its lead are far more powerful and central to the aims of the corporation than are shareholders in the United States. This book presents a new comparative theory to explain this divergence and explores the theory's ramifications for law and public policy. Bruner argues that regulatory structures affecting other stakeholders' interests - notably differing degrees of social welfare protection for employees - have decisively impacted the degree of political opposition to shareholder-centric policies across the common-law world. These dynamics remain powerful forces today, and understanding them will be vital as post-crisis reforms continue to take shape.

Download or read book The Oxford Handbook of Governance written by David Levi-Faur and published by OUP Oxford. This book was released on 2012-03-29 with total page 828 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Oxford Handbook of Governance presents an authoritative and accessible state-of-the-art analysis of the social science literature on governance. The volume presents the core concepts and knowledge that have evolved in the study of governance in different levels and arenas of politics and policymaking. In doing so it establishes itself as the essential point of reference for all those studying politics, society, and economics from a governance perspective. The volume comprises fifty-two chapters from leaders in the field. The chapters are organized in nine sections dealing with topics that include governance as the reform of the state, democratic governance, European governance, and global governance.

Download or read book The Bargain in the Firm written by Robert W. Hillman and published by . This book was released on 2005 with total page 24 pages. Available in PDF, EPUB and Kindle. Book excerpt: The law that dominates legal scholarship is the corporate law of the public entity. This corporate law struggles to define and protect the interests of a large, amorphous, and essentially passive group of shareholders who typically hold diversified portfolios and whose willingness and ability to focus attention on any single investment in that portfolio is limited. Aggrieved shareholders of publicly held firms normally have the exit option available through the liquidity provided by organized securities markets.Another corporate law addresses the closely held firms that at one time or another elected corporate status. Here, the problem lies in the exercise of control by one group of shareholders to the disadvantage of another group under circumstances in which disadvantaged shareholders, unlike their counterparts in publicly-held firms, typically do not have an easy exit option. This is the corporate under law under which private ordering through bargaining among shareholders has achieved slow but steady gains. It is also the corporate law largely ignored by contemporary legal scholars.The two corporate laws, and the concerns addressed by each, are quite distinct. Recognizing the distinction is critical in assessing the content as well as the evolution of corporate law. It is also a premise underlying this article, which considers private ordering in closely-held firms and the degree to which partnership law and corporate law have influenced each other.

Download or read book Contract Interpretation in Investment Treaty Arbitration written by Yuliya Chernykh and published by International Litigation in Press. This book was released on 2022 with total page 632 pages. Available in PDF, EPUB and Kindle. Book excerpt: "As the book clearly explains, there are situations in which questions of contract law need to be examined by investment tribunals - mainly as preliminary or incidental questions, to determine issues such as contract liability or breach of contract, that in turn are assumed as a basis for the issues of investment law in dispute"--

Download or read book The New Governance and the Challenge of Litigation Bylaws written by Jill E. Fisch and published by . This book was released on 2016 with total page 45 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate governance mechanisms designed to ensure that managers act in shareholders' interest have evolved dramatically over the past forty years. “Old governance” mechanisms such as independent directors and performance-based executive compensation have been supplemented by innovations that give shareholders greater input into both the selection of directors and ongoing operational decisions. Issuer boards have responded with tools to limit the exercise of shareholder power both procedurally and substantively. This article terms the adoption and use of these tools, which generally take the form of structural provisions in the corporate charter or bylaws, the “new governance.”Delaware law has largely taken a hands-off approach to the new governance. The courts have policed shareholder innovations that interfere unduly with board authority and have invalidated board innovations that are extreme or adopted for an inequitable purpose. For the most part, however, the law has deferred to private ordering - leaving individual firms to structure their governance mechanisms as they see fit, with market discipline forming the primary constraint. In 2015, however, the Delaware legislature responded to the growth of bylaws designed to control the extent of shareholder litigation with an unusual step; it amended the statute to impose mandatory limits on litigation bylaw and charter provisions that went beyond the constraints imposed by the Delaware courts and that could not be altered by individual firms. It is difficult to reconcile the legislature's action in light of Delaware's traditional deference to the courts and the market.This article argues that the legislature's response to litigation bylaws is best understood as a mandate that corporations who seek to avail themselves of Delaware law by incorporating within the state submit to the full package of Delaware corporate law - a package that includes both statutory provisions and oversight by the Delaware courts. In that light, the legislation should not be understood as signalling an intention to subject the new governance to greater oversight.

Download or read book Rough Consensus and Running Code written by Gralf-Peter Calliess and published by Bloomsbury Publishing. This book was released on 2010-05-31 with total page 382 pages. Available in PDF, EPUB and Kindle. Book excerpt: Private law has long been the focus of efforts to explain wider developments of law in an era of globalisation. As consumer transactions and corporate activities continue to develop with scant regard to legal and national boundaries, private law theorists have begun to sketch and conceptualise the possible architecture of a transnational legal theory. Drawing a detailed map of the mixed regulatory landscape of 'hard' and 'soft' laws, official, unofficial, direct and indirect modes of regulation, rules, recommendations and principles as well as exploring the concept of governance through disclosure and transparency, this book develops a theoretical framework of transnational legal regulation. Rough Consensus and Running Code describes and analyses different law-making regimes currently observable in the transnational arena. Its core aim is to reassess the transnational regulation of consumer contracts and corporate governance in light of a dramatic proliferation of rule-creators and compliance mechanisms that can no longer be clearly associated with either the 'state' or the 'market'. The chosen examples from two of the most dynamic legal fields in the transnational arena today serve as backdrops for a comprehensive legal theoretical inquiry into the changing institutional and normative landscape of legal norm-creation.

Download or read book The Law of Open Societies written by Jürgen Basedow and published by BRILL. This book was released on 2015-06-02 with total page 662 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book endeavours to interpret the development of private international law in light of social change. Since the end of World War II the socio-economic reality of international relations has been characterised by a progressive move from closed to open societies. The dominant feature of our time is the opening of borders for individuals, goods, services, capital and data. It is reflected in the growing importance of ex ante planning – as compared with ex post adjudication – of cross-border relations between individuals and companies. What has ensued is a shift in the forces that shape international relations from states to private actors. The book focuses on various forms of private ordering for economic and societal relations, and its increasing significance, while also analysing the role of the remaining regulatory powers of the states involved. These changes stand out more distinctly by virtue of the comparative treatment of the law and the long-term perspective employed by the author. The text is a revised and updated version of the lectures given by the author during the 2012 summer courses of the Hague Academy of International Law.

Download or read book The Anatomy of Corporate Law written by Reinier Kraakman and published by OUP Oxford. This book was released on 2009-07-23 with total page 578 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.

Download or read book Private Governance written by Edward Peter Stringham and published by Oxford University Press. This book was released on 2015-06-01 with total page 297 pages. Available in PDF, EPUB and Kindle. Book excerpt: From the first stock markets of Amsterdam,London, and New York to the billions of electronic commerce transactions today, privately produced and enforced economic regulations are more common, more effective, and more promising than commonly considered. In Private Governance, prominent economist Edward Stringham presents case studies of the various forms of private enforcement, self-governance, or self-regulation among private groups or individuals that fill a void that government enforcement cannot. Through analytical narratives the book provides a close examination of the world's first stock markets, key elements of which were unenforceable by law; the community of Celebration, Florida, and other private communities that show how public goods can be bundled with land and provided more effectively; and the millions of credit-card transactions that occur daily and are regulated by private governance. Private Governance ultimately argues that while potential problems of private governance, such as fraud, are pervasive, so are the solutions it presents, and that much of what is orderly in the economy can be attributed to private groups and individuals. With meticulous research, Stringham demonstrates that private governance is a far more common source of order than most people realize, and that private parties have incentives to devise different mechanisms for eliminating unwanted behavior. Private Governance documents numerous examples of private order throughout history to illustrate how private governance is more resilient to internal and external pressure than is commonly believed. Stringham discusses why private governance has economic and social advantages over relying on government regulations and laws, and explores the different mechanisms that enable private governance, including sorting, reputation, assurance, and other bonding mechanisms. Challenging and rigorously-written, Private Governance will make a compelling read for those with an interest in economics, political philosophy, and the history of current Wall Street regulations.