Shareholders' Rights in Agency's Conflicts PDF Download

Author: Maria Lucia Passador
Publisher:
ISBN:
Category :
Languages : en
Pages : 50

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Book Description
The purpose of this Article is to provide the reader with a detailed analysis of the existing regulations on shareholders' rights, recently updated by the Shareholders' Rights Directive II, as well as in light of the U.S. regulation on the topic. The paper aims to adequately address and explore each selected, crucial issue--namely Proxy Advisors, Institutional Investors and Say on Pay--through a comparative perspective and in order to highlight the possible convergence between Europe and the United States. In particular, we intend to focus on the strong efforts of the Shareholders' Rights Directive II (i) to re-evaluate the role of institutional investors as key players in corporate governance dynamics; (ii) to reform the role of proxy advisors as a fundamental link between shareholders and markets, and (iii) to modify the remuneration issue in order to achieve a correct rebalancing of agency conflicts between shareholders and directors.

Author: Mike Burkart
Publisher:
ISBN:
Category :
Languages : en
Pages :

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This paper analyzes the interaction between legal shareholder protection, managerial incentives, monitoring, and ownership concentration. Legal protection affects the expropriation of shareholders and the blockholder's incentives to monitor. Because monitoring weakens managerial incentives, both effects jointly determine the relationship between legal protection and ownership concentration. When legal protection facilitates monitoring better laws strengthen the monitoring incentives, and ownership concentration and legal protection are inversely related. By contrast, when legal protection and monitoring are substitutes better laws weaken the monitoring incentives, and the relationship between legal protection and ownership concentration is non monotonic. This holds irrespective of whether or not the large shareholder can reap private benefits. Moreover, better legal protection may exacerbate rather than alleviate the conflict of interest between large and small shareholders.

Author: Mike Burkart
Publisher:
ISBN:
Category : Agency (Law)
Languages : en
Pages : 48

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Author: Yunguang Mike Yang
Publisher:
ISBN:
Category :
Languages : en
Pages : 47

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Book Description
While strong shareholder control benefits the firm by preventing Free-Cash-Flow problems in the good state of business cycles, it is costly to the firm in exacerbating the Conflict-of-Interest problem between shareholders and creditors in the bad state. Investigating how firm financial policies change within business cycles in firms with different degrees of shareholder rights, I find an array of significant and robust empirical evidences supporting the above hypotheses with respect to firm value, debt maturity, external financing, payout and investment policies. The economic effects of these agency conflicts are significant as well. Firms with stronger shareholder rights lose significantly more investment options from the good to the bad state in business cycles. While stronger shareholder rights are associated with better accounting and equity performance in the good state, the reverse is true in the bad state of business cycles. In addition, it does not seem that market fully recognizes these varying agency effects of shareholder rights over time. An investment strategy based on the alternating benefits and costs of shareholder rights earns a significant 9.2% annual abnormal return in business cycles. Moreover, the significant abnormal returns are not explained by the existing asset pricing models. Providing a comprehensive study on the policy and economic effects of shareholder control over business cycles, this paper suggests that strong shareholder rights in governance contracting have both benefits and costs due to their varying agency implications.

Author: Elion Jani
Publisher:
ISBN:
Category :
Languages : en
Pages : 30

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Book Description
The paper explores the institutional context as a driving force of cash holdings, focusing on the role of ownership concentration, voting rights, growth opportunities, and information asymmetries. For this purpose, we use a sample of 128 Swiss firms for the period 1990-2000 as Swiss firms are characterized by high cash levels and concentrated ownership. Also, minority shareholders are poorly protected in Switzerland. Our results show that both the tradeoff and pecking order theories are at work. More importantly, we find that the institutional context substantially affects cash holding behavior as firms with less concentrated ownership retain more cash. Finally, firms with different voting right shares adjust more slowly than firms with simple and unique voting right structure.

Author: American Bar Association. House of Delegates
Publisher: American Bar Association
ISBN: 9781590318737
Category : Law
Languages : en
Pages : 216

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Book Description
The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.

Author: Ross Levine
Publisher: World Bank Publications
ISBN:
Category : Banks and banking
Languages : en
Pages : 20

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Book Description
"Levine examines the corporate governance of banks. When banks efficiently mobilize and allocate funds, this lowers the cost of capital to firms, boosts capital formation, and stimulates productivity growth. So, weak governance of banks reverberates throughout the economy with negative ramifications for economic development. After reviewing the major governance concepts for corporations in general, the author discusses two special attributes of banks that make them special in practice: greater opaqueness than other industries and greater government regulation. These attributes weaken many traditional governance mechanisms. Next, he reviews emerging evidence on which government policies enhance the governance of banks and draws tentative policy lessons. In sum, existing work suggests that it is important to strengthen the ability and incentives of private investors to exert governance over banks rather than to rely excessively on government regulators. These conclusions, however, are particularly tentative because more research is needed on how legal, regulatory, and supervisory policies influence the governance of banks. This papera product of the Global Corporate Governance Forum, Corporate Governance Departmentis part of a larger effort in the department to improve the understanding of corporate governance reform in developing countries"-- World Bank web site.

Author: Lynn Stout
Publisher: Berrett-Koehler Publishers
ISBN: 1605098167
Category : Business & Economics
Languages : en
Pages : 151

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Book Description
An in-depth look at the trouble with shareholder value thinking and at better options for models of corporate purpose. Executives, investors, and the business press routinely chant the mantra that corporations are required to “maximize shareholder value.” In this pathbreaking book, renowned corporate expert Lynn Stout debunks the myth that corporate law mandates shareholder primacy. Stout shows how shareholder value thinking endangers not only investors but the rest of us as well, leading managers to focus myopically on short-term earnings; discouraging investment and innovation; harming employees, customers, and communities; and causing companies to indulge in reckless, sociopathic, and irresponsible behaviors. And she looks at new models of corporate purpose that better serve the needs of investors, corporations, and society. “A must-read for managers, directors, and policymakers interested in getting America back in the business of creating real value for the long term.” —Constance E. Bagley, professor, Yale School of Management; president, Academy of Legal Studies in Business; and author of Managers and the Legal Environment and Winning Legally “A compelling call for radically changing the way business is done... The Shareholder Value Myth powerfully demonstrates both the dangers of the shareholder value rule and the falseness of its alleged legal necessity.” —Joel Bakan, professor, The University of British Columbia, and author of the book and film The Corporation “Lynn Stout has a keen mind, a sharp pen, and an unbending sense of fearlessness. Her book is a must-read for anyone interested in understanding the root causes of the current financial calamity.” —Jack Willoughby, senior editor, Barron’s “Lynn Stout offers a new vision of good corporate governance that serves investors, firms, and the American economy.” —Judy Samuelson, executive director, Business and Society Program, The Aspen Institute

Author: Mark J. Roe
Publisher: Princeton University Press
ISBN: 140082138X
Category : Business & Economics
Languages : en
Pages : 341

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Book Description
In this major reinterpretation of the evolution of the American corporation, Mark Roe convincingly demonstrates that the ownership structure of large U.S. firms owes its distinctive character as much to politics as to economics and technology. His provocative examination addresses essential issues facing American businesses today as they compete in the new international marketplace.

Author: Reinier Kraakman
Publisher: OUP Oxford
ISBN: 0191582778
Category : Law
Languages : en
Pages : 578

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Book Description
This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.