Mergers and the Market for Corporate Control PDF Download

Author: Fred S. McChesney
Publisher: Edward Elgar Publishing
ISBN: 9781849801362
Category : Consolidation and merger of corporations
Languages : en
Pages : 0

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Book Description
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.

Author: Mike Wright
Publisher: OUP Oxford
ISBN: 0191649368
Category : Business & Economics
Languages : en
Pages : 832

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Book Description
The behavior of managers-such as the rewards they obtain for poor performance, the role of boards of directors in monitoring managers, and the regulatory framework covering the corporate governance mechanisms that are put in place to ensure managers' accountability to shareholder and other stakeholders-has been the subject of extensive media and policy scrutiny in light of the financial crisis of the early 2000s. However, corporate governance covers a much broader set of issues, which requires detailed assessment as a central issue of concern to business and society. Critiques of traditional governance research based on agency theory have noted its "under-contextualized" nature and its inability to compare accurately and explain the diversity of corporate governance arrangements across different institutional contexts. The Oxford Handbook of Corporate Governance aims at closing these theoretical and empirical gaps. It considers corporate governance issues at multiple levels of analysis-the individual manager, firms, institutions, industries, and nations-and presents international evidence to reflect the wide variety of perspectives. In analyzing the effects of corporate governance on performance, a variety of indicators are considered, such as accounting profit, economic profit, productivity growth, market share, proxies for environmental and social performance, such as diversity and other aspects of corporate social responsibility, and of course, share price effects. In addition to providing a high level review and analysis of the existing literature, each chapter develops an agenda for further research on a specific aspect of corporate governance. This Handbook constitutes the definitive source of academic research on corporate governance, synthesizing studies from economics, strategy, international business, organizational behavior, entrepreneurship, business ethics, accounting, finance, and law.

Author: Randall S. Kroszner
Publisher: Cambridge University Press
ISBN: 1316025233
Category : Business & Economics
Languages : en
Pages : 664

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Book Description
This book brings together classic writings on the economic nature and organization of firms, including works by Ronald Coase, Oliver Williamson, and Michael Jensen and William Meckling, as well as more recent contributions by Paul Milgrom, Bengt Holmstrom, John Roberts, Oliver Hart, Luigi Zingales, and others. Part I explores the general theme of the firm's nature and place in the market economy; Part II addresses the question of which transactions are integrated under a firm's roof and what limits the growth of firms; Part III examines employer-employee relations and the motivation of labor; and Part IV studies the firm's organization from the standpoint of financing and the relationship between owners and managers. The volume also includes a consolidated bibliography of sources cited by these authors and an introductory essay by the editors that surveys the new institutional economics of the firm and issues raised in the anthology.

Author: Peter A. Gourevitch
Publisher: Princeton University Press
ISBN: 1400837014
Category : Business & Economics
Languages : en
Pages : 365

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Book Description
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.

Author: Neil Fligstein
Publisher: Harvard University Press
ISBN: 9780674903593
Category : Business & Economics
Languages : en
Pages : 408

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Book Description
In this book Neil Fligstein takes issue with prevailing theories of the corporation and proposes a radically new view that has important implications for American competitiveness.

Author: Dennis C. Mueller
Publisher: OUP USA
ISBN: 0195391179
Category : Business & Economics
Languages : en
Pages : 574

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Book Description
The financial crisis that began in 2008 and its lingering aftermath have caused many intellectuals and politicians to question the virtues of capitalist systems. The 19 original essays in this handbook, written by leading scholars from Asia, North America, and Europe, analyze both the strengths and weaknesses of capitalist systems. The volume opens with essays on the historical and legal origins of capitalism. These are followed by chapters describing the nature, institutions, and advantages of capitalism: entrepreneurship, innovation, property rights, contracts, capital markets, and the modern corporation. The next set of chapters discusses the problems that can arise in capitalist systems including monopoly, principal agent problems, financial bubbles, excessive managerial compensation, and empire building through wealth-destroying mergers. Two subsequent essays examine in detail the properties of the "Asian model" of capitalism as exemplified by Japan and South Korea, and capitalist systems where ownership and control are largely separated as in the United States and United Kingdom. The handbook concludes with an essay on capitalism in the 21st century by Nobel Prize winner Edmund Phelps.

Author: David Larcker
Publisher: FT Press
ISBN: 0132367076
Category : Business & Economics
Languages : en
Pages : 497

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Book Description
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.

Author: Franklin N. Ngwu
Publisher: Routledge
ISBN: 1317353862
Category : Business & Economics
Languages : en
Pages : 366

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Book Description
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.

Author: Randall K. Morck
Publisher: University of Chicago Press
ISBN: 0226536823
Category : Business & Economics
Languages : en
Pages : 404

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Book Description
Standard economic models assume that many small investors own firms. This is so in most large U.S. firms, but wealthy individuals or families generally hold controlling blocks in smaller U.S. firms and in all firms in most other countries. Given this, the lack of theoretical and empirical work on tightly held firms is surprising. What corporate governance problems arise in tightly held firms? How do these differ from corporate governance problems in widely held firms? How do control blocks arise and how are they maintained? How does concentrated ownership affect economic growth? How should we regulate tightly held firms? Drawing together leading scholars from law, economics, and finance, this volume examines the economic and legal issues of concentrated ownership and their impact on a shifting global economy.

Author: Robert E. Hoskisson
Publisher: Oxford University Press
ISBN: 0195360117
Category : Business & Economics
Languages : en
Pages : 223

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Book Description
Large, diversified firms face unique challenges as they compete worldwide, and corporate restructuring is one way multinationals strive for competitive advantage. Weighing the pros and cons of a variety of approaches to restructuring, Downscoping offers executives a clear, strategic path through the maze. The authors show that when a multinational conglomerate fails to compete effectively, too much diversification may be the culprit. Whether the result of weak corporate governance or poor corporate strategy, over-diversification can make managers, unfamiliar with some of the markets in which they compete, opt for safety over innovation. This risk-aversion and lack of long-range commitment to innovation lead inevitably to stagnation over the longer term. The answer is not downsizing--closing offices and laying off personnel--but downscoping: a strategic approach to restructuring. The options include incentive and compensation adjustments for executives, leveraged buy-outs and capital structure changes, focusing on core skills, diversifying internationally while focusing on businesses in which a firm has strong competencies, and buying and selling mature businesses where product development is not a great concern. Regardless of the approach, executives must exercise strategic leadership during and after restructuring, including providing strategic direction, exploiting core competencies, developing human capital, and sustaining the corporate culture. Based on systematic research rather than casual observation, Downscoping provides a strong description of restructuring alternatives and their resulting tradeoffs. Its specific guidelines for maintaining competitiveness will be essential reading for managers involved in corporate restructuring.