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The Wolf at the Door by John C. Coffee,Darius Palia Pdf
The Wolf at the Door: The Impact of Hedge Fund Activism on Corporate Governance has three basic aims: to understand and explain the factors that have caused an explosion in hedge fund activism; to examine the impact of this activism; and to survey and evaluate possible legal interventions with an emphasis on the least restrictive alternative.
Author : Ronald D. Orol Publisher : John Wiley & Sons Page : 400 pages File Size : 46,7 Mb Release : 2008-01-18 Category : Business & Economics ISBN : 9780470198919
Activist hedge fund managers represent a small part of the $1.5 trillion hedge fund industry, but their approach is causing a stir among traditional managers and the investment community because they are shaking up the corporate establishment and making money for their investors. These types of managers are here to stay and Extreme Value Hedging tells the story of their rise to power in the U.S. and how they are spreading their influential gospel around the globe to places like China, Ukraine, South Korea and Sweden. Author Ronald D. Orol has a unique understanding of this world and through this book he shares his unparalleled insights in an easy to comprehend manner. He discusses everything from activist investor efforts to breakup the clubby insider world of corporate boardrooms to their deal-making or breaking pressure tactics and courtroom battles. Orol skillfully makes his case for each subject by offering revelations and examples from insiders like Ralph Whitworth, (Relational Investors), Guy Wyser-Pratte, (Wyser-Pratte Management), Mark Schwarz, (Newcastle Capital Group LLC), Robert Chapman (Chapman Capital), Phillip Goldstein (Opportunity Partners), Jeffrey Ubben (ValueAct Capital), Jeffrey M. Solomon (Ramius Capital Group LLC), Michael Van Biema (Van Biema Value Partners), Eric Rosenfeld (Crescendo Partners), Lars Förberg (Cevian Capital) and Emanuel Pearlman (Liberation Investment Group), among many, many others.
Shareholder Empowerment by Maria Goranova,Lori Verstegen Ryan Pdf
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.
Author : Jennifer G. Hill,Randall S. Thomas Publisher : Edward Elgar Publishing Page : 640 pages File Size : 49,6 Mb Release : 2015-07-31 Category : Law ISBN : 9781782546856
Research Handbook on Shareholder Power by Jennifer G. Hill,Randall S. Thomas Pdf
Much of the history of corporate law has concerned itself not with shareholder power, but rather with its absence. Recent shifts in capital market structure require a reassessment of the role and power of shareholders. These original, specially commiss
Corporate Governance in Japan by Masahiko Aoki,Gregory Jackson,Hideaki Miyajima Pdf
Debates regarding corporate governance have become increasingly important in Japan as the post-war model of bank-based, stakeholder-oriented corporate governance faces the new pressures associated with globalization and growing investor demands for shareholder value. Bringing together a group of leading scholars from economics, law, sociology and management studies, this book looks at how the Japanese approach to corporate governance and the firm have changed in the post-bubble era.The contributions offer a unique empirical exploration of why and how Japanese firms are reshaping their corporate governance arrangements, leading to greater diversity among firms and new 'hybrid' forms of corporate governance. The book concludes by looking at what effect these incremental buttransformative changes may have on Japan's distinctive variety of capitalism.
Excess Capacity and Difficulty of Exit by Sumio Saruyama,Peng Xu Pdf
This book provides cases and analyses of causes and consequences of difficulty in downsizing and exiting in the electronics industry during the “two lost decades” in Japan. Because of excess capacity in the industry, many electronics companies have been required for downsizing and exit since the 1990s. Exploiting corporate financial and segment datasets, it shows empirical evidence of misallocation of internal funds to “zombie” segments—intra-firm businesses suffering losses consecutively. The topics addressed in the book include the failure of Japanese corporate internal control systems, the lack of capital market pressure, employment protection, and misallocation of internal funds to businesses with few prospects. The last two decades indicate that the Japanese corporate governance systems have failed to resolve problems of excess capacity, as did US systems in the 1980s. Zombie lending is no more than one phase of the difficulty of downsizing and exit in response to excess capacity in the banking sector. Supported by both data analyses and rich anecdotal evidence, this book is highly recommended to readers who seek a convincing and comprehensive explanation of Japan's two lost decades from the points of view of difficulty in downsizing and exit. The authors’ analyses have implications not only for accelerating downsizing and exit in corporate Japan, but also for the world economy.
Investing in Japan contains indispensable information about one of the world's largest and at the same time, most undervalued, stock markets. Long disregarded by investors, Japanese equities and their attractive valuations (supported by low/no debt, strong cash positions, marketable securities and real assets, sustained profitability, etc.) allow value investors to opportunistically deploy any number of strategies. Investing in Japan is the definitive information source about Japanese stocks and investment funds: timely in its publishing (March 2012) ahead of the historic "Abenomics" rally and timeless with its detailed must-know fundamental market information and idiosyncrasies. Fluent in Japanese, Steven Towns provides 140 footnotes from English and Japanese sources. Readers will gain an asymmetrical information advantage, learning the inner-workings of the market and key information sources unknown to most non-Japanese investors. Investing in Japan includes a brief overview of value investing to whet the appetite of those new to value and be readily digestible for practitioners --- provoking thought about ZIRP's (zero interest rate policy) impact on cost and returns of capital, and similarly how focusing on beta (volatility measure) would prevent alpha opportunities such as following the sharp March 11, 2011, earthquake/tsunami selloff. Investing in Japan challenges the conventional wisdom of Japan being on its last leg (a kind way of putting it compared to some pundits); provides a comprehensive overview of investing in Japan including various must-know idiosyncrasies; the shortcomings of Japan-focused mutual funds and ETFs, which could save current/potential investors significant time and money; the odd marketing of funds to Japanese investors; everything one needs to know about ADRs; review of select value hedge and mutual funds investing in Japan and value-focused Japanese funds; valuation metrics and comparison to other markets; hedge funds' investments in Japan; clarifying the matter of low returns on equity; and sharing some surprisingly (positive) information on the strength of shareholder rights and corporate governance in Japan.
A sharp and illuminating history of one of capitalism’s longest running tensions—the conflicts of interest among public company directors, managers, and shareholders—told through entertaining case studies and original letters from some of our most legendary and controversial investors and activists. Recent disputes between shareholders and major corporations, including Apple and DuPont, have made headlines. But the struggle between management and those who own stock has been going on for nearly a century. Mixing never-before-published and rare, original letters from Wall Street icons—including Benjamin Graham, Warren Buffett, Ross Perot, Carl Icahn, and Daniel Loeb—with masterful scholarship and professional insight, Dear Chairman traces the rise in shareholder activism from the 1920s to today, and provides an invaluable and unprecedented perspective on what it means to be a public company, including how they work and who is really in control. Jeff Gramm analyzes different eras and pivotal boardroom battles from the last century to understand the factors that have caused shareholders and management to collide. Throughout, he uses the letters to show how investors interact with directors and managers, how they think about their target companies, and how they plan to profit. Each is a fascinating example of capitalism at work told through the voices of its most colorful, influential participants. A hedge fund manager and an adjunct professor at Columbia Business School, Gramm has spent as much time evaluating CEOs and directors as he has trying to understand and value businesses. He has seen public companies that are poorly run, and some that willfully disenfranchise their shareholders. While he pays tribute to the ingenuity of public company investors, Gramm also exposes examples of shareholder activism at its very worst, when hedge funds engineer stealthy land-grabs at the expense of a company’s long term prospects. Ultimately, he provides a thorough, much-needed understanding of the public company/shareholder relationship for investors, managers, and everyone concerned with the future of capitalism.
Shareholder Activism by Hedge Funds: Motivations and Market's Perceptions of Hedge Fund Interventions by Mihaela Butu Pdf
In recent years, hedge funds' successful interventions in some large public companies have revealed their critical role in the corporate governance landscape in the United States and Europe. Due to public opinion, this new form of shareholder activism is accompanied by much polemic. This study examines the nature of hedge fund activism, the types of them, and the market’s perception of interventions in the United States. Starting with a distinction between shareholder activism by traditional institutions, and activism performed by hedge funds, the study elucidates why the latter may be more effective in monitoring management, and reduce agency costs. Analysing the Schedules 13D filed with the U.S. Securities and Exchange Commission, the study provides a classification of activists’ demands into ten distinct categories, arguing that hostile forms of activism are not central for hedge funds, and some more aggressive types of activism are possibly used as a negotiating tool to achieve the activist’s agenda. Using the event study methodology, the author estimates the stock returns around the announcement date. For a better understanding of hedge fund activism, and their demands on target companies, the reader will find two original Schedule 13D filings accompanied by letters to the management. Finally, the paper concludes on a view of the subject through the prism of the 2007/ 2008 financial crisis, outlining some trends in the aftermath of the financial market turmoil.
Institutional Investor Activism by William Bratton,Joseph A. McCahery Pdf
The past two decades has witnessed unprecedented changes in the corporate governance landscape in Europe, the US and Asia. Across many countries, activist investors have pursued engagements with management of target companies. More recently, the role of the hostile activist shareholder has been taken up by a set of hedge funds. Hedge fund activism is characterized by mergers and corporate restructuring, replacement of management and board members, proxy voting, and lobbying of management. These investors target and research companies, take large positions in `their stock, criticize their business plans and governance practices, and confront their managers, demanding action enhancing shareholder value. This book analyses the impact of activists on the companies that they invest, the effects on shareholders and on activists funds themselves. Chapters examine such topic as investors' strategic approaches, the financial returns they produce, and the regulatory frameworks within which they operate. The chapters also provide historical context, both of activist investment and institutional shareholder passivity. The volume facilitates a comparison between the US and the EU, juxtaposing not only regulatory patterns but investment styles.