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Governance and the Market for Corporate Control by John L. Teall Pdf
Governance and the Market for Corporate Control is a textbook for use on business courses dealing with mergers, acquisitions, governance restructuring and corporate control. Three key features distinguish this book from competing texts. First, following up on recent developments in the corporate arena, it places a heavy emphasis on managerial compensation, incentives and corporate performance. Second, its conciseness allows for flexibility of use. Third, its coverage is broad and examines many topics including: significant discussions of corporate governance power and voting managerial compensation takeovers going private transactions corporate restructuring event study methodology. As well as combining theoretical, empirical, quantitative and practitioner-oriented matter, the material in this key book provides the academic foundation necessary to ensure students’ understanding of important concepts.
The Oxford Handbook of Corporate Governance by Mike Wright,Donald S. Siegel,Kevin Keasey,Igor Filatotchev Pdf
Corporate governance remains a central area of concern to business and society, and this Handbook constitutes the definitive source of academic research on this topic, synthesizing international studies from economics, strategy, international business, organizational behavior, entrepreneurship, business ethics, accounting, finance, and law.
Corporate Governance and Corporate Control. The Market for Corporate Control in Australia by Daniel Meidl Pdf
Seminar paper from the year 2014 in the subject Business economics - Business Management, Corporate Governance, grade: 1,7, Munich Business School University of Applied Sciences, language: English, abstract: Particularly in the last decades the awareness of companies themselves and the public for good corporate governance increased dramatically. “Corporate governance is set to be the primary focus for the 21st” century. Most of the advanced economies have released new corporate governance rules and codes or company laws, especially as a result of the financial crisis in 2007 and the breakdown of several big companies worldwide. In Australia attention to corporate governance has grown after the „major corporate collapses and scandals of 2001 and 2002“, which included „five publicly traded (...) companies (...) [such as the] telecom company (One.Tel)“. One.Tel ran out of money and collapsed in 2001. The company could not be revived, all assets were sold and the workers laid off. It has once been the fourth largest telecom company in Australia. The collapse of the Australian company is „associated with serious deficiencies in its corporate governance, including weaknesses in internal control, (...) management communication with the board, and poor executive pay-to-performance link.“ In the first part, this paper will provide you with background information on the terms corporate governance and corporate control. The second part outlines corporate control in Australia by elaborating on the market for corporate control, monitoring by shareholders, monitoring by non-executives and renumeration.
Political Power and Corporate Control by Peter A. Gourevitch,James Shinn Pdf
Why does corporate governance--front page news with the collapse of Enron, WorldCom, and Parmalat--vary so dramatically around the world? This book explains how politics shapes corporate governance--how managers, shareholders, and workers jockey for advantage in setting the rules by which companies are run, and for whom they are run. It combines a clear theoretical model on this political interaction, with statistical evidence from thirty-nine countries of Europe, Asia, Africa, and North and South America and detailed narratives of country cases. This book differs sharply from most treatments by explaining differences in minority shareholder protections and ownership concentration among countries in terms of the interaction of economic preferences and political institutions. It explores in particular the crucial role of pension plans and financial intermediaries in shaping political preferences for different rules of corporate governance. The countries examined sort into two distinct groups: diffuse shareholding by external investors who pick a board that monitors the managers, and concentrated blockholding by insiders who monitor managers directly. Examining the political coalitions that form among or across management, owners, and workers, the authors find that certain coalitions encourage policies that promote diffuse shareholding, while other coalitions yield blockholding-oriented policies. Political institutions influence the probability of one coalition defeating another.
Corporate Governance & Corporate Control by Saleem Sheikh,William Rees Pdf
This text critically considers the relationship between directors, shareholders and auditors in the corporate governance system. Traditionally, company law has been primarily based on this tripartite relationship. This book comprises a series of contributions from authors who argue that there are wider interests which British company law has largely ignored. These include the interests of creditors, employees, consumers, suppliers and the general public. The concept of corporate governance is examined with comparative references to the USA and Canada. Particular reference is made to the Cadbury Committee and its implications for future company law reform. The ethical and sociological dimensions of corporate governance are also discussed.
The Market for Corporate Control.The Theory and the Empirical Evidence by Marius Beckermann Pdf
Seminar paper from the year 2012 in the subject Business economics - Investment and Finance, grade: 1,3, Otto Beisheim School of Management Vallendar (Chair for Corporate Finance), course: Seminar on Recent Developments in Corporate Governance, language: English, abstract: The market for corporate control, often referred to as the takeover market, is subject to scientific research since many years. This paper starts with Manne‘s (1965) initial essay on the topic, introduce the theory of the market for corporate control. Therefore, it will begin with a definition of the terms “corporate control” and “the market for corporate control”. Following this, it will explain the possibilities of taking over the control of a corporation. Subsequently, it will argue why the market for corporate control is of great importance. Afterwards, a synopsis on the current empirical evidence of its efficiency follows. Finally, the author takes a look on the welfare effects of the market for corporate control, before concluding on its applicability and having a look on solutions to correct the imperfections of the model.
Mergers and the Market for Corporate Control by Fred S. McChesney Pdf
This volume provides an essential overview of one of the most important developments in economics, finance and law of the past generation: the growing realization of how the market for corporate control functions and why its operation is of crucial importance. Presenting seventeen seminal contributions, the book illustrates the importance of corporate control changes - mergers, acquisitions and other takeovers - in helping to align the interests of corporate shareholders and their managers. The mechanics of various takeover techniques (poison pills, greenmail and other gambits) are also explored alongside empirical research concerning the functioning of the market for corporate control.
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.
Rethinking Corporate Governance by Alessio Pacces Pdf
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.
The Market for Corporate Control in Japan by Enrico Colcera Pdf
This book analyzes the modern trend in the Japanese M and A market. It reveals from different perspectives the process of convergence to a new monitoring model of the corporation: "the market for corporate control". The book contains a systematic survey of all relevant economic and legal information in this field. Analysis of 17 recent cases of hostile takeover is presented.
Contests for Corporate Control by Mary O'Sullivan Pdf
During the 1990s, corporate governance became a hot issue in all of the advanced economies. For decades, major business corporations had reinvested earnings and developed long-term relations with their labour forces as they expanded the scale and scope of their operations. As a result, these corporations had made themselves central to resource allocation and economic performance in the national economies in which they had evolved. Then, beginning in the 1980s and picking up momentum in the 1990s, came the contests for corporate control. Previously silent stockholders, now empowered by institutional investors, demanded that corporations be run to 'maximize shareholder value'. In this highly original book, Mary O'Sullivan provides a critical analysis of the theoretical foundations for this principle of corporate governance and for the alternative perspective that corporations should be run in the interests of 'stakeholders'. She embeds her arguments on the relation between corporate governance and economic performance in historical accounts of the dynamics of corporate growth in the United States and Germany over the course of the twentieth century. O'Sullivan explains the emergence–and consequences–of 'maximizing shareholder value' as a principle of corporate governance in the United States over the past two decades, and provides unique insights into the contests for corporate control that have unfolded in Germany over the past few years.
The Globalization of Corporate Governance by Alan Dignam,Michael Galanis Pdf
The process of economic globalization, as product and capital markets have become increasingly integrated since WWII, has placed huge, and it is argued by some, irresistible pressures on the world's 'insider' stakeholder oriented corporate governance systems. Insider corporate governance systems in countries such as Germany, so the argument goes, should converge or be transformed by global product and capital market pressures to the 'superior' shareholder oriented 'outsider' corporate governance model prevalent in the UK and the US. What these pressures from globalization are, how they manifest themselves, whether they are likely to cause such a convergence/transformation and whether these pressures will continue, lie at the heart of the exploration in this volume. The Globalization of Corporate Governance provides a detailed analysis of the evolution of the key corporate governance systems in the UK, the US and Germany from the perspective of the development of economic globalization. As such it is a valuable resource for those interested in how economic and legal reforms interact to produce change within corporate governance systems.
Author : Franklin N. Ngwu,Onyeka K Osuji,Frank H. Stephen Publisher : Routledge Page : 366 pages File Size : 48,8 Mb Release : 2016-12-08 Category : Business & Economics ISBN : 9781317353867
Corporate Governance in Developing and Emerging Markets by Franklin N. Ngwu,Onyeka K Osuji,Frank H. Stephen Pdf
Throughout the world, the Anglo-American model of corporate governance tends to prevail – but no two countries are identical. Governance outcomes in developing and emerging economies often deviate from what theory predicts, due to a wide range of factors. Using insights from New Institutional Economics, Corporate Governance in Developing and Emerging Markets aims to explain the different issues and cultural and legal factors at play, and put forward an alternative governance framework for these economies. Structured in three parts, this text investigates different models of corporate governance; it explores the realities of corporate governance in ten nations, including the ‘BRICS’ (Brazil, Russia, India, China and South Africa) and ‘MINT’ (Mexico, Indonesia, Nigeria and Turkey) countries; and then considers corporate governance reform. This interdisciplinary text will be a valuable tool for students of corporate governance across Business, Economics and Law; and an equally useful resource for anyone working in or carrying out research in this area.
Corporate Governance Matters by David Larcker,Brian Tayan Pdf
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.
