Author: Virginia K. Rosenbaum
Publisher: Investor Responsibility
ISBN: 9781879775091
Category : Consolidation and merger of corporations
Languages : en
Pages : 1530

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Book Description

Author:
Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 2010

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Book Description

Author: Investor Responsibility Research Center
Publisher:
ISBN:
Category : Business & Economics
Languages : en
Pages : 2048

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Book Description

Author: Francis Okanigbuan Jnr
Publisher: Routledge
ISBN: 042989578X
Category : Law
Languages : en
Pages : 223

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Book Description
This book examines the effectiveness of corporate takeovers. The dominant ideologies of corporate takeovers include synergistic gains and its managerial disciplinary role. These dominant themes are being undermined by the challenges of costly acquisitions. The UK Takeover Code is a regulatory response to the role of managers of target companies only. Also, the regulatory framework for takeovers in the United States is largely focused on target companies. The book demonstrates that managements can influence the role of takeovers, thereby undermining its synergistic and disciplinary values. Presenting an identification and evaluation of the limits of current regulatory and judicial control over the role of management during takeovers in the UK and the US -Delaware, it will identify the relevance of institutional control as an effective mechanism for addressing the challenges of managerial influence over takeover functions. It will also identify how the role of managements can be addressed with the complementary benefit to shareholder and employee interests; thereby challenging the shareholder/ stakeholder primacy debate in corporate law, particularly in relation to takeovers. This book will be essential reading for scholars and students interested in the market for corporate control, corporate law and company law.

Author: Ruud A.I. van Frederikslust
Publisher: Routledge
ISBN: 1134136056
Category : Business & Economics
Languages : en
Pages : 780

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Book Description
Pt. 1. Alternative perspectives on corporate governance systems -- pt. 2. Equity ownership structure and control -- pt. 3. Corporate governance, underperformance and management turnover -- pt. 4. Directors' remuneration -- pt. 5. Governance, performance and financial strategy -- pt. 6. On takeover as disciplinary mechanism.

Author: Alan J. Auerbach
Publisher: University of Chicago Press
ISBN: 0226032167
Category : Business & Economics
Languages : en
Pages : 354

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Book Description
The takeover boom that began in the mid-1980s has exhibited many phenomena not previously observed, such as hostile takeovers and takeover defenses, a widespread use of cash as a means of payment for targeted firms, and the acquisitions of companies ranking among the largest in the country. With the aim of more fully understanding the implications of such occurances, contributors to this volume consider a broad range of issues as they analyze mergers and acquisitions and study the takeoveer process itself.

Author: J. Jay Choi
Publisher: Emerald Group Publishing
ISBN: 1848553218
Category : Business & Economics
Languages : en
Pages : 533

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Book Description
Contains papers examining issues concerning the effects of national and international institutional factors on corporate governance and performance. This volume focuses on the relevance of national business systems alongside industrial and institutional infrastructure to assess the efficacy of corporate governance regimes.

Author: Randall K. Morck
Publisher: University of Chicago Press
ISBN: 0226536831
Category : Business & Economics
Languages : en
Pages : 700

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Book Description
For many Americans, capitalism is a dynamic engine of prosperity that rewards the bold, the daring, and the hardworking. But to many outside the United States, capitalism seems like an initiative that serves only to concentrate power and wealth in the hands of a few hereditary oligarchies. As A History of Corporate Governance around the World shows, neither conception is wrong. In this volume, some of the brightest minds in the field of economics present new empirical research that suggests that each side of the debate has something to offer the other. Free enterprise and well-developed financial systems are proven to produce growth in those countries that have them. But research also suggests that in some other capitalist countries, arrangements truly do concentrate corporate ownership in the hands of a few wealthy families. A History of Corporate Governance around the World provides historical studies of the patterns of corporate governance in several countries-including the large industrial economies of Canada, France, Germany, Italy, Japan, the United Kingdom, and the United States; larger developing economies like China and India; and alternative models like those of the Netherlands and Sweden.

Author: Walter Effross
Publisher: Aspen Publishing
ISBN: 1543825850
Category : Law
Languages : en
Pages : 1144

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Book Description
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.

Author: Thomas Clarke
Publisher: Oxford University Press
ISBN: 0191056839
Category : Business & Economics
Languages : en
Pages : 759

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Book Description
The Oxford Handbook of the Corporation assesses the contemporary relevance, purpose, and performance of the corporation. The corporation is one of the most significant, if contested, innovations in human history, and the direction and effectiveness of corporate law, corporate governance, and corporate performance are being challenged as never before. Continuously evolving, the corporation as the primary instrument for wealth generation in contemporary economies demands frequent assessment and reinterpretation. The focus of this work is the transformative impact of innovation and change upon corporate structure, purpose, and operation. Corporate innovation is at the heart of the value-creation process in increasingly internationalized and competitive market economies, and corporations today are embedded in a world of complex global supply chains and rising state and state-directed capitalism. In questioning the fundamental purpose and performance of the corporation, this Handbook continues a tradition commenced by Berle and Means, and contributed to by generations of business scholars. What is the corporation and what is it becoming? How do we define its form and purpose and how are these changing? To whom is the corporation responsible, and who should judge the ultimate performance of corporations? By investigating the origins, development, strategies, and theories of corporations, this volume addresses such questions to provide a richer theoretical account of the corporation and its contested future.