Download or read book Can Delaware Be Dethroned written by Stephen M. Bainbridge and published by Cambridge University Press. This book was released on 2018-01-11 with total page 269 pages. Available in PDF, EPUB and Kindle. Book excerpt: Leading corporate lawyers and academics evaluate Delaware's dominance of corporate law and the challenges it now faces.

Download or read book Research Handbook on Representative Shareholder Litigation written by Sean Griffith and published by Edward Elgar Publishing. This book was released on 2018 with total page 552 pages. Available in PDF, EPUB and Kindle. Book excerpt: Written by leading scholars and judges in the field, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It explores how related issues are addressed across the globe, with examinations of shareholder litigation in the United States, Canada, the United Kingdom, the European Union, Israel, and China. This Research Handbook will be an invaluable resource on this important topic for scholars, practitioners, judges and legislators.

Download or read book Corporate Governance written by Walter A. 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: 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 Shareholder Activism and the Law written by Ekrem Solak and published by Routledge. This book was released on 2020-05-04 with total page 248 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 Banking Law and Regulation 2nd Edition written by Malloy and published by Wolters Kluwer. This book was released on 2019-02-22 with total page 4424 pages. Available in PDF, EPUB and Kindle. Book excerpt: Employment Law Update, 2019 Edition analyzes recent developments in case law of interest to employment law practitioners representing plaintiffs, defendants, and labor unions and comprehensively covers recent developments in the rapidly changing employment and labor law field. Comprised of ten chapters - each written by an expert in employment law - this updated edition provides timely, incisive analysis of critical issues. Employment Law Update, 2019 Edition provides, where appropriate, checklists, forms, and guidance on strategic considerations for litigation and other forms of dispute resolution. Some of the new material discussed in this 2019 Edition includes: How the U.S. Department of Labor enforces federal whistleblower statutes Recent case law circumscribing arbitration, which can, potentially, deprive non-union workers of fundamental statutory and constitutional rights Recent German embrace of minimum wage law Efforts by legislatures, administrative agencies, courts, and public interest groups to transform the "soft law" of the U.N. Guiding Principles on Business and Human Rights into "hard law" binding multinational corporations Special problems relating to aviation personnel who blow the whistle Protection for disabled veterans under the ADA and the USERRA Evolving framework for enforcing the rights of the LGBT population Transnational labor law applicable to expatriates Application of multinational firms' codes of conduct across national borders Application of differing systems of employee rights and obligations to floating employees Previous Edition: Employment Law Update, 2018 Edition ISBN 9781454898931

Download or read book The American Political Economy written by Jacob S. Hacker and published by Cambridge University Press. This book was released on 2021-11-11 with total page 487 pages. Available in PDF, EPUB and Kindle. Book excerpt: Drawing together leading scholars, the book provides a revealing new map of the US political economy in cross-national perspective.

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 Banking Law and Regulation written by Malloy and published by Aspen Publishers Online. This book was released on 1987 with total page 4496 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Model Rules of Professional Conduct written by American Bar Association. House of Delegates and published by American Bar Association. This book was released on 2007 with total page 216 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.

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 corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.

Download or read book The Handbook of Nonprofit Governance written by BoardSource and published by John Wiley & Sons. This book was released on 2010-04-16 with total page 505 pages. Available in PDF, EPUB and Kindle. Book excerpt: THE HANDBOOK OF NONPROFIT GOVERNANCE From BoardSource comes The Handbook of Nonprofit Governance. This comprehensive resource explores the overarching question of governance within nonprofit organizations and addresses the roles, structures, and practices of an effective nonprofit. The Handbook of Nonprofit Governance covers the topics that are of most importance to those charged with creating and sustaining effective leadership, including building a board; succession planning; policies; financial oversight; fundraising; planning; strategic planning processes; risk management; and evaluation of the board, CEO, and organization. Praise for The Handbook of Nonprofit Governance "This is the first book I've found that covers the topic of governance from A to Z. I know what I'll be assigning the students in my governance class as a textbook next semester!" TERRIE TEMKIN, founding principal, CoreStrategies for Nonprofits, Inc. "BoardSource has prepared an exceptional resource for nonprofit boards and leaders. This comprehensive volume offers timely and relevant information about board work and governance, including practical tools and resources that will be valuable to all types of nonprofits." DAVID O. RENZ, chair, department of public affairs; Beth K. Smith/Missouri Chair in Nonprofit Leadership; and director, Midwest Center for Nonprofit Leadership; University of Missouri, Kansas City "If you are involved in nonprofit organizations, and if you ever have doubts about how they are best run, this is the book for you-and BoardSource is the place to turn." FISHER HOWE, consultant, Lavender/Howe & Associates, and author, The Nonprofit Leadership Team BoardSource (formerly the National Center for Nonprofit Boards) is the premier resource for practical information, tools and best practices, training, and leadership development for board members of nonprofit organizations worldwide.

Download or read book Ministry in the New Marriage Culture written by Jeff Iorg and published by B&H Publishing Group. This book was released on 2015-10-01 with total page 258 pages. Available in PDF, EPUB and Kindle. Book excerpt: Same-sex marriage is here. So what do pastors and church leaders do now? Churches are now faced with ministry dilemmas unknown to any previous generation. Hoping the problem goes away isn’t a reasonable strategy. Christians must answer difficult questions about ministering both to couples in same-sex marriages and all the people impacted by those unions. Jeff Iorg, a seminary president and experienced pastor, has assembled some of the leading voices on a range of topics from children’s ministry to preaching to legal issues in the new marriage culture. Readers will be equipped, perhaps for the first time, with practical answers to some of these complex questions.

Download or read book Shareholder Empowerment written by Maria Goranova and published by Springer. This book was released on 2015-12-27 with total page 519 pages. Available in PDF, EPUB and Kindle. Book excerpt: In this volume, leading management experts offer critical insights into the promises and illusions of shareholder empowerment, the discrepancies between theory and practice, and the challenges posed by variations in global corporate governance regimes.

Download or read book Federal Credit Union Bylaws written by United States. National Credit Union Administration and published by . This book was released on 1977 with total page 24 pages. Available in PDF, EPUB and Kindle. Book excerpt:

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 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 Shareholder Value Myth written by Lynn Stout and published by Berrett-Koehler Publishers. This book was released on 2012-05-07 with total page 151 pages. Available in PDF, EPUB and Kindle. Book excerpt: An in-depth look at the trouble with shareholder value thinking and at better options for models of corporate purpose. Executives, investors, and the business press routinely chant the mantra that corporations are required to “maximize shareholder value.” In this pathbreaking book, renowned corporate expert Lynn Stout debunks the myth that corporate law mandates shareholder primacy. Stout shows how shareholder value thinking endangers not only investors but the rest of us as well, leading managers to focus myopically on short-term earnings; discouraging investment and innovation; harming employees, customers, and communities; and causing companies to indulge in reckless, sociopathic, and irresponsible behaviors. And she looks at new models of corporate purpose that better serve the needs of investors, corporations, and society. “A must-read for managers, directors, and policymakers interested in getting America back in the business of creating real value for the long term.” —Constance E. Bagley, professor, Yale School of Management; president, Academy of Legal Studies in Business; and author of Managers and the Legal Environment and Winning Legally “A compelling call for radically changing the way business is done... The Shareholder Value Myth powerfully demonstrates both the dangers of the shareholder value rule and the falseness of its alleged legal necessity.” —Joel Bakan, professor, The University of British Columbia, and author of the book and film The Corporation “Lynn Stout has a keen mind, a sharp pen, and an unbending sense of fearlessness. Her book is a must-read for anyone interested in understanding the root causes of the current financial calamity.” —Jack Willoughby, senior editor, Barron’s “Lynn Stout offers a new vision of good corporate governance that serves investors, firms, and the American economy.” —Judy Samuelson, executive director, Business and Society Program, The Aspen Institute