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Banking, Capital Markets and Corporate Governance by H. Osano,T. Tachibanaki Pdf
Banking, Capital Markets and Corporate Governance explores the fragility of the banking system, corporate governance, and the increasing securitization of corporate finance. The contributors address the following issues. The impact of banking during a crisis in providing an incentive for the managers of failing banks to restructure their assets; the way in which economic and legal institutions can control the management of banks and firms; and the effects of increases in the securitization of corporate finance and the amount of financial innovation.
Corporate Governance, Financial Markets and Global Convergence by Morten Balling,Elizabeth Hennessy,Richard O'Brien Pdf
for many years been heavily dependent on bank financing, and this situation has not changed fundamentally. In his paper on stock exchange governance in the European Union Guido Ferrarini discusses the relative merits of member and investor ownership and compares stock exchange regulation in a number of EU countries. Faced with increasing competition amongst themselves and against other enterprises that offer transaction services, such as proprietary trading systems, it is essential for European stock exchanges to improve their efficiency and to generate volume. Large investments in new information technology are necessary in order to preserve competitiveness in agIobaI financial market. The implementation of the ISD has accelerated cross-border transaction activity of member firms and investors and strengthened the pressure for convergence of national stock exchange laws in the EU. In their paper, Francesco Giavazzi and Marco Battaglini look at the role played by banks in privatization processes. Banks can be involved in such processes in several ways. They may themselves be the objects of privatization since in many countries a significant fraction of the banking industry is publicly owned. This is the case in France, Spain and Italy. But banks can also be important buyers of the equity of industrial firms sold by the government if they are allowed to do so. The authors characterize privatizations as a very good opportunity to set up the right environment for the development of new financial intermediaries and in general for asound corporate governance system.
Private Equity, Corporate Governance and the Dynamics of Capital Market Regulation by Justin O'Brien Pdf
Global capital markets are in a state of flux. Castigated in the past as OC Barbarians at the GateOCO, private equity providers are once again proclaiming the end of the public corporation. This important book addresses the implications of private equity for the governance of corporations, the capital markets in which they operate and the professionals who provide corporate advisory services. The book evaluates and ranks the precise nature of the risk posed by private equity by situating it within an overarching analysis of the dynamics of financial capitalism. Key issues addressed include: the management of conflicts of interest, fiduciary duties, the role of enforcement, the efficacy of adopting a rules- or principles-based system of regulation, the form and function of compliance, and a detailed examination of how to embed accountability into an integrity system for the financial markets. The book therefore has enormous benefit for industry, regulatory and academic communities alike. Sample Chapter(s). Introduction: The Dynamics of Capital Market Governance (157 KB). Chapter 1: The Conceptual Underpinnings of Australian Securities Regulation (116 KB). Contents: Introduction: The Dynamics of Capital Market Governance (J O''Brien); The Conceptual Underpinnings of Australian Securities Regulation (M Rodgers); Evolving OCyRules of the GameOCO in Corporate Governance Reform (J Hill); Overlapping Fields and Constructed Legalities: The Endogeneity of Law (L B Edelman); The Significance of Relative Autonomy in How Regulation of the Financial Services Sector Evolves (G Gilligan); ASIC v Citigroup: Investment Banks, Conflicts of Interest, and Chinese Walls (P F Hanrahan); Enforcement of Capital Markets Regulation: The United Kingdom and Its International Markets (I MacNeil); Why Auditors Don''t Find Fraud (N M Hodson); Compliance, Ethics and Responsibility: Emergent Governance Strategies in the US and UK (D McBarnet); Professional Norms (D Cocking); Sarbanes-Oxley and the Search for Accountable Corporate Governance (M J Dubnick); Charting an Icarian Flightpath: The Implications of the Qantas Deal Collapse (J O''Brien); Institutions, Integrity Systems and Market Actors (S Miller). Readership: Postgraduate law and business students; also suitable for general informed market (e.g. investment bankers, compliance professionals, providers of corporate advisory services including lawyers, tax advisors and auditors).
Capital Markets and Corporate Governance by Nicholas Dimsdale,Martha Prevezer,National Economic Development Office Pdf
Contributors: N. Dimsdale, J. Kay, P. Marsh, J. Charkham, A. Sykes, D. McWilliams, A. Sentance, M. Middleton, D. Lomax, C. Mayer, A. Beecroft, A. Hughes, M. Prevezer, M. Ricketts, J. Edwards, E. Schneider-Lenne, J. Corbett, S. Masuyama, K. FischerRWritten by leading academics, bankers, and consultants, this book discusses major issues in corporate governance. The papers concentrate upon the financing of corporations, and the role of the banks and stock markets in the United Kingdom, Germany, and Japan. A central theme of the book is aconstant awareness of the links between the accountability of senior managers, the system of corporate governance, and the performance of a company.The contributors examine the role of shareholders, company boards, and managers under a market-based system as in the UK and USA, in comparison with the `insider' system found in Japan and, to a lesser extent, Germany. They discuss the view that this UK system leads to a preoccupation withshort-term corporate performance and a greater likelihood of hostile takeovers. The contribution of the banks to corporate finance and control is also examined, including a discussion of the spcial problems of small forms. The Japanese and the German financial and corporate systems areauthoritatively analysed.
Corporate Governance The Future of Corporate Governance in Capital Markets Following the COVID-19 Crisis by OECD Pdf
This report provides an evidence-based overview of developments in capital markets globally leading up to the COVID-19 crisis. It then documents the impact of the crisis on the use of capital markets and the introduction of temporary corporate governance measures.
Governing the Modern Corporation by Roy C. Smith,Ingo Walter Pdf
Nearly seventy years after the last great stock market bubble and crash, another bubble emerged and burst, despite a thick layer of regulation designed since the 1930s to prevent such things. This time the bubble was enormous, reflecting nearly twenty years of double-digit stock market growth, and its bursting had painful consequence. The search for culprits soon began, and many were discovered, including not only a number of overreaching corporations, but also their auditors, investment bankers, lawyers and indeed, their investors. In Governing the Modern Corporation, Smith and Walter analyze the structure of market capitalism to see what went wrong. They begin by examining the developments that have made modern financial markets--now capitalized globally at about $70 trillion--so enormous, so volatile and such a source of wealth (and temptation) for all players. Then they report on the evolving role and function of the business corporation, the duties of its officers and directors and the power of its Chief Executive Officer who seeks to manage the company to achieve as favorable a stock price as possible. They next turn to the investing market itself, which comprises mainly financial institutions that own about two-thirds of all American stocks and trade about 90% of these stocks. These investors are well informed, highly trained professionals capable of making intelligent investment decisions on behalf of their clients, yet the best and brightest ultimately succumbed to the bubble and failed to carry out an appropriate governance role. In what follows, the roles and business practices of the principal financial intermediaries--notably auditors and bankers--are examined in detail. All, corporations, investors and intermediaries, are found to have been infected by deep-seated conflicts of interest, which add significant agency costs to the free-market system. The imperfect, politicized role of the regulators is also explored, with disappointing results. The entire system is seen to have been compromised by a variety of bacteria that crept in, little by little, over the years and were virtually invisible during the bubble years. These issues are now being addressed, in part by new regulation, in part by prosecutions and class action lawsuits, and in part by market forces responding to revelations of misconduct. But the authors note that all of the market's professional players--executives, investors, experts and intermediaries themselves--carry fiduciary obligations to the shareholders, clients, and investors whom they represent. More has to be done to find ways for these fiduciaries to be held accountable for the correct discharge of their duties.
Capital Structure and Corporate Governance by Lorenzo Sasso Pdf
Despite a clear distinction in law between equity and debt, the results of such a categorization can be misleading. The growth of financial innovation in recent decades necessitates the allocation of control and cash-flow rights in a way that diverges from the classic understanding. Some of the financial instruments issued by companies, so-called hybrid instruments, fall into a grey area between debt and equity, forcing regulators to look beyond the legal form of an instrument to its practical substance. This innovative study, by emphasizing the agency relations and the property law claims embedded in the use of such unconventional instruments, analyses and discusses the governance regulation of hybrids in a way that is primarily functional, departing from more common approaches that focus on tax advantages and internal corporate control. The author assesses the role of hybrid instruments in the modern company, unveiling the costs and benefits of issuing these securities, recognizing and categorizing the different problem fields in which hybrids play an important role, and identifying legal and contracting solutions to governance and finance problems. The full-scale analysis compares the U.K. law dealing with hybrid instruments with the corresponding law of the most relevant U.S. jurisdictions in relation to company law. The following issues, among many others, are raised: decisions under uncertainty when the risks of opportunism of the parties is very high; contract incompleteness and ex post conflicts; protection of convertible bondholders in mergers and acquisitions and in assets disposal; use of convertible bonds to reorganise and restructure a firm; timing of the conversion and the issuer’s call option; majority-minority conflict in venture capital financing; duty of loyalty; fiduciary duties to preference shareholders; and financial contract design for controlling the board’s power in exit events. Throughout, the analysis includes discussion, comparison, and evaluation of statutory provisions, existing legal standards, and strategies for protection. It is unlikely that a more thorough or informative account exists of the complex regulatory problems created by hybrid financial instruments and of the different ways in which regulatory regimes have responded to the problems they raise. Because business parties in these jurisdictions have a lot of scope and a strong incentive to contract for their rights, this book will also be of uncommon practical value to corporate counsel and financial regulators as well as to interested academics.
The Law on Corporate Governance in Banks by Iris H-Y Chiu,Michael McKee Pdf
Corporate governance in financial institutions has come under the spotlight since the banking crisis in the UK in 2008-9. In many respects, the banking business raises unique problems for corporate governance that are not found in other corporate secto
Corporate Governance and Capital Flows in a Global Economy by Peter Cornelius,Bruce Mitchel Kogut Pdf
With global financial markets having become more integrated, the book pays particular attention to the role of corporate governance in emerging-market economies and international capital flows. Rich in facts and ideas, the book is for anyone interested in financial crises, international risk management and global competitiveness.
Author : Theodor Baums,Richard M. Buxbaum,Klaus J. Hopt Publisher : Walter de Gruyter Page : 725 pages File Size : 53,5 Mb Release : 2011-05-02 Category : Law ISBN : 9783110893380
Institutional Investors and Corporate Governance by Theodor Baums,Richard M. Buxbaum,Klaus J. Hopt Pdf
The volume contains 23 articles by international experts, both scholars and practioners dealing with the development of institutional investors (such as banks, insurances, investment companies, pension funds etc.), their investment and voting policies, the impact on managements of the companies concerned and related issues. The consequences of the international development on capital markets as well as policy implications for the respective national legislations are treated.
Financial Sector Governance by Robert E. Litan,Michael Pomerleano,Vasudevan Sundararajan Pdf
A financial system is only as strong as the governing practices and institutions of its participants. The challenge to build efficient and accountable financial institutions that promote confidence is a problem that private financial sector executives and policymakers confront together. In this context, Financial Sector Governance takes a clinical approach to addressing the challenges in emerging and developed markets in each industry: capital markets, private banks, state-owned banks, asset management companies, public pension funds, and mutual funds. It also explores the linkages between public and private sector governance, and the policy implications for strengthening both sides. Financial Sector Governance emerges from the fourth annual Financial Markets and Development conference, organized by the World Bank, the International Monetary Fund and the Brookings Institution, during which participants from the public and private financial sectors of emerging and developed markets contribute to an expanding dialogue addressing key policy concerns.
Corporate Governance is a text which considers the problems surrounding governance and proposes solutions to help restore investor confidence in the corporate world. The book is intended for board members, corporate executives, regulators, auditors, creditors and analysts seeking a concise analysis of the governance issues facing financial and non-financial corporations round the world. The book is fully international in context and includes real-life examples and cases to emphasize the practical nature of governance problems and solutions.
The Impact of Institutional Investors on Corporate Governance, Takeovers, and the Capital Markets by United States. Congress. Senate. Committee on Banking, Housing, and Urban Affairs. Subcommittee on Securities Pdf