Rethinking Shareholder Voting Rights PDF Download

Author: Jihui Ni
Publisher:
ISBN:
Category : Corporate governance
Languages : en
Pages : 62

View

Book Description

Author: Naomi R. Lamoreaux
Publisher:
ISBN:
Category :
Languages : en
Pages : 40

View

Book Description
Scholars have long recognized that the states’ authority to charter corporations bolstered their antitrust powers in ways that were not available to the federal government. But they have also argued that the growth of large-scale enterprises operating in national and even international markets forced states to stop prosecuting monopolistic combinations out of fear of doing serious damage to their domestic economies. Our paper has revised this conventional view by focusing attention on the lawsuits that minority shareholders brought against their own companies in state courts of law and equity, especially suits that challenged the anticompetitive use of voting trusts. Historically judges had been reluctant to intervene in corporations’ internal affairs and had displayed a particular wariness of shareholders’ private actions. By the end of the 19th century, however, they had begun to revise their views and to see shareholders’ private actions as useful checks on economic concentration. Although the balance between judges’ suspicion of and support for shareholders’ activism shifted back and forth over time, the long-run effect was to make devices like voting trusts unsuitable for the purposes of economic concentration.

Author: Alessio M. Pacces
Publisher: Routledge
ISBN: 0415565197
Category : Business & Economics
Languages : en
Pages : 492

View

Book Description
This book takes a comparative law and economics approach to the study of corporate governance. It looks at the overall impact of corporate law on separation of ownership and control across different jurisdictions and in doing so reappraises the existing framework for economic analysis of corporate law.

Author: Margaret M. Blair
Publisher: Transaction Publishers
ISBN: 9780815709473
Category : Business & Economics
Languages : en
Pages : 388

View

Book Description
This book is a guide through the historical, legal and institutional background of corporate governance debates. It explains the three broad views on the relationship among the governance, performance, and competitiveness of corporations. Blair argues that the suspicion that financial interests may be at odds with social goals lurks behind some of the more heated debates, particularly those surrounding anti-takeover laws, executive compensation schemes, and the growing activism of financial institutions.

Author: Bruce P. Frohnen
Publisher: University of Missouri Press
ISBN: 0826266525
Category : Political Science
Languages : en
Pages : 285

View

Book Description
As reports of genocide, terrorism, and political violence fill today’s newscasts, more attention has been given to issues of human rights—but all too often the sound bites seem overly simplistic. Many Westerners presume that non-Western peoples yearn for democratic rights, while liberal values of toleration give way to xenophobia. This book shows that the identification of rights with contemporary liberal democracy is inaccurate and questions the assumptions of many politicians and scholars that rights are self-evident in all circumstances and will overcome any conflicts of thought or interest. Rethinking Rights offers a radical reconsideration of the origins, nature, and role of rights in public life, interweaving perspectives of leading scholars in history, political science, philosophy, and law to emphasize rights as a natural outgrowth of a social understanding of human nature and dignity. The authors argue that every person comes to consciousness in a historical and cultural milieu that must be taken into account in understanding human rights, and they describe the omnipresence of concrete, practical rights in their historical, political, and philosophical contexts. By rooting our understanding of rights in both history and the order of existence, they show that it is possible to understand rights as essential to our lives as social beings but also open to refinement within communities. An initial group of essays retraces the origins and historical development of rights in the West, assessing the influence of such thinkers as Locke, Burke, and the authors of the Declaration of Independence to clarify the experience of rights within the Western tradition. A second group addresses the need to rethink our understanding of the nature of existence if we are to understand rights and their place in any decent life, examining the ontological basis of rights, the influence of custom on rights, the social nature of the human person, and the importance of institutional rights. Steering a middle course between radical individualist and extreme egalitarian views, Rethinking Rights proposes a new philosophy of rights appropriate to today’s world, showing that rights need to be rethought in a manner that brings them back into accord with human nature and experience so that they may again truly serve the human good. By engaging both the history of rights in the West and the multicultural challenge of rights in an international context, Rethinking Rights offers a provocative and coherent new argument to advance the field of rights studies.

Author: Bottomley, Stephen
Publisher: Edward Elgar Publishing
ISBN: 1800373406
Category : Law
Languages : en
Pages : 232

View

Book Description
Examining the role of shareholders in modern companies, this timely book argues that more should be expected of shareholders, both morally and legally. It explores the privileged position of shareholders within the corporate law system and the unique rights and duties awarded to them in contrast to other corporate actors. Introducing the concept of shareholders as responsible agents whose actions and inactions should be judged on that basis, Stephen Bottomley unites a number of distinct corporate governance discussions including stewardship, activism and shareholder liability.

Author: Yair Listokin
Publisher:
ISBN:
Category :
Languages : en
Pages : 38

View

Book Description
Since the Financial Crisis of 2008, most reform measures and discussions have asked how the law of financial regulation could be improved to prevent or mitigate future crises. These discussions give short shrift to the role played by corporate law during the Financial Crisis of 2008 and other financial crises. One critical regulatory tool during the crisis was “regulation by deal,” in which healthy financial firms (“acquirers”) would hastily acquire failing firms (“targets”) to mitigate the crisis. The deals were governed by corporate law, so corporate law played an outsize role in the response to the crisis. But few observers have asked how corporate law--in addition to financial regulation--should govern dealmaking in financial crises. To fill in this gap, this Article focuses on the role played by corporate law during the Financial Crisis of 2008, and asks whether corporate law should be different during a financial crisis than in ordinary times. Using an externality framework--failure of a systemically important firm can harm the entire economy, and not just the shareholders of the failed firm--this Article identifies a key problem with the current corporate law regime as applied in financial crises: the shareholder value maximization principle as applied to failing target companies. This principle, manifested in the form of shareholder voting rights on mergers and board fiduciary duties to shareholders, is inapplicable to systemically important target firms whose failure would have enormous negative externalities on the rest of the economy. This Article contends that corporate law as applied to systemically important, failing target firms during crises should change as follows: (1) replace shareholder merger voting rights with appraisal rights, and (2) alter fiduciary duties so that directors and officers of those failing target firms consider the interests of the broader economy.

Author: Alessio Pacces
Publisher: Routledge
ISBN: 1135099413
Category : Law
Languages : en
Pages : 492

View

Book Description
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.

Author: Marc I. Steinberg
Publisher: Oxford University Press
ISBN: 0197583148
Category : Law
Languages : en
Pages : 361

View

Book Description
"This book focuses on a very timely and important subject that merit s comprehensive analysis: "rethinking" the securities laws, with particular emphasis on the Securities Act and Securities Exchange Act. The system of securities regulation that prevails today in the United States is one that has been formed through piecemeal federal legislation, Securities and Exchange Commission (SEC) in vocation of its administrative authority, and self-regulatory episodic action. As a consequence, the presence of consistent and logical regulation all too often is lacking. In both transactional and litigation settings, with frequency, mandates apply that are erratic and antithetical to sound public policy. Over four decades ago, the American Law Institute (ALI) adopted the ALI Federal Securities Code. The Code has not been enacted by Congress and its prospects are dim. Since that time, no treatise, monograph, or other source comprehensively has focused on this meritorious subject. The objective of this book is to identify the deficiencies that exist under the current regimen, address their failings, provide recommendations for rectifying these deficiencies, and set forth a thorough analysis for remediation in order to prescribe a consistent and sound securities law framework. By undertaking this challenge, the book provides an original and valuable resource for effectuating necessary law reform that should prove beneficial to the integrity of the U.S. capital markets, effective and fair government and private enforcement, and the enhancement of investor protection"--

Author: Amory Gethin
Publisher: Harvard University Press
ISBN: 0674248422
Category : Political Science
Languages : en
Pages : 657

View

Book Description
The empirical starting point for anyone who wants to understand political cleavages in the democratic world, based on a unique dataset covering fifty countries since WWII. Who votes for whom and why? Why has growing inequality in many parts of the world not led to renewed class-based conflicts, seeming instead to have come with the emergence of new divides over identity and integration? News analysts, scholars, and citizens interested in exploring those questions inevitably lack relevant data, in particular the kinds of data that establish historical and international context. Political Cleavages and Social Inequalities provides the missing empirical background, collecting and examining a treasure trove of information on the dynamics of polarization in modern democracies. The chapters draw on a unique set of surveys conducted between 1948 and 2020 in fifty countries on five continents, analyzing the links between votersÕ political preferences and socioeconomic characteristics, such as income, education, wealth, occupation, religion, ethnicity, age, and gender. This analysis sheds new light on how political movements succeed in coalescing multiple interests and identities in contemporary democracies. It also helps us understand the conditions under which conflicts over inequality become politically salient, as well as the similarities and constraints of voters supporting ethnonationalist politicians like Narendra Modi, Jair Bolsonaro, Marine Le Pen, and Donald Trump. Bringing together cutting-edge data and historical analysis, editors Amory Gethin, Clara Mart’nez-Toledano, and Thomas Piketty offer a vital resource for understanding the voting patterns of the present and the likely sources of future political conflict.