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Lessons From The Efforts To Manage The Shift Away From Defined Benefit Plans To Defined Contribution Plans In Australia, The United Kingdom, And The United States, Elizabeth F. Brown
Lessons From The Efforts To Manage The Shift Away From Defined Benefit Plans To Defined Contribution Plans In Australia, The United Kingdom, And The United States, Elizabeth F. Brown
Elizabeth F Brown
This is an earlier version of this Article that was published in the 53 American Business Law Journal 315 (Summer 2016). Please see that journal for the final version of this Article. This Article examines what lessons may be learned from examining how Australia, the United Kingdom, and the United States have tried to manage the shift away from defined benefit plans towards defined contribution plans. This shift has fundamentally changed the relationship between workers and the financial industry. While defined contribution plans provide employees with some advantages over defined benefit plans (e.g., portability, early vesting, greater autonomy), they also …
Re-Envisioning Investors’ Anti-Director Rights Index: Theory, Criticism, And Implications, Sang Yop Kang
Re-Envisioning Investors’ Anti-Director Rights Index: Theory, Criticism, And Implications, Sang Yop Kang
Sang Yop Kang
‘Law and Finance’ theory – which offers analytical frameworks to measure the protection of public investors and the quality of corporate governance – has dominated the comparative corporate governance scholarship in the last decade. So far, many proponents and critics have had debates on the relevance of the theory and the implications of the theory’s empirical studies. Several important points in relation to shareholder protection, however, have been highly neglected in these debates. In particular, the significance of one-share-one-vote (OSOV) rule has been inappropriately underestimated. In response, this Article explores (1) why OSOV is an utmost critical component in corporate …
Controlling Shareholders: Benevolent “King” Or Ruthless “Pirate”, Sang Yop Kang
Controlling Shareholders: Benevolent “King” Or Ruthless “Pirate”, Sang Yop Kang
Sang Yop Kang
Unfair self-dealing and expropriation of minority shareholders by a controlling shareholder are common business practices in developing countries (“bad-law countries”). Although controlling shareholder agency problems have been well studied so far, there are many questions unanswered in relation to behaviors and motivations of controlling shareholders. For example, a puzzle is that some controlling shareholders in bad-law countries voluntarily extract minority shareholders less than other controlling shareholders. Applying Mancur Olson’s framework of political theory of “banditry” to the context of corporate governance, this Article proposes that there are at least two categories of controlling shareholders. “Roving controllers” are dominant shareholders with …
Re-Envisioning The Controlling Shareholder Regime: Why Controlling Shareholders And Minority Shareholders Embrace Each Other, Sang Yop Kang
Re-Envisioning The Controlling Shareholder Regime: Why Controlling Shareholders And Minority Shareholders Embrace Each Other, Sang Yop Kang
Sang Yop Kang
According to conventional corporate governance scholarship, controlling shareholder regimes exist in jurisdictions where minority shareholders are not well protected by controlling shareholders’ expropriation. However, Professor Ronald Gilson raises a critical point against the conventional view; if laws are inefficient and do not protect investors, as the conventional view explains, why do we observe any minority shareholders at all in such “bad-law” countries? One possible reason is that in response to controlling shareholders’ expropriation, minority shareholders discount severely shares that corporations issue. Then, a related question is: if it is true, why do some controlling shareholders in bad-law countries have many …
The Regulation Of U.S. Money Market Funds: Lessons From Europe, Latoya C. Brown
The Regulation Of U.S. Money Market Funds: Lessons From Europe, Latoya C. Brown
Latoya C. Brown, Esq.
The recent financial crisis challenged long held perceptions of money market funds (“MMFs”) as stable and highly liquid instruments. Regulators in the US and in Europe now seek to impose additional rules on MMFs to avoid another significant failure as happened to the Reserve Fund. In the US, the debate is drawing even more media attention as question of which regulatory body - such as the Securities and Exchange Commission, the Treasury Department, and the Financial Stability Oversight Council – should lead the way has taken interesting twists and turns. This paper examines primary reform options being proposed in the …
Threats Escalate: Corporate Information Technology Governance Under Fire, Lawrence J. Trautman
Threats Escalate: Corporate Information Technology Governance Under Fire, Lawrence J. Trautman
Lawrence J. Trautman Sr.
In a previous publication The Board’s Responsibility for Information Technology Governance, (with Kara Altenbaumer-Price) we examined: The IT Governance Institute’s Executive Summary and Framework for Control Objectives for Information and Related Technology 4.1 (COBIT®); reviewed the Weill and Ross Corporate and Key Asset Governance Framework; and observed “that in a survey of audit executives and board members, 58 percent believed that their corporate employees had little to no understanding of how to assess risk.” We further described the new SEC rules on risk management; Congressional action on cyber security; legal basis for director’s duties and responsibilities relative to IT governance; …
New Governance In The Teeth Of Human Frailty: Lessons From Financial Regulation, Cristie L. Ford
New Governance In The Teeth Of Human Frailty: Lessons From Financial Regulation, Cristie L. Ford
Cristie L. Ford
New Governance scholarship has made important theoretical and practical contributions to a broad range of regulatory arenas, including securities and financial markets regulation. In the wake of the global financial crisis, question about the scope of possibilities for this scholarship are more pressing than ever. Is new governance a full-blown alternative to existing legal structures, or is it a useful complement? Are there essential preconditions to making it work, or can a new governance strategy improve any decision making structure? If there are essential preconditions, what are they? Is new governance “modular” – that is, does it still confer benefits …
Principles-Based Securities Regulation In The Wake Of The Global Financial Crisis, Cristie L. Ford
Principles-Based Securities Regulation In The Wake Of The Global Financial Crisis, Cristie L. Ford
Cristie L. Ford
This paper seeks to re-examine, and ultimately to restate the case for, principles-based securities regulation in light of the global financial crisis and related developments. Prior to the onset of the crisis, the concept of more principles-based financial regulation was gaining traction in regulatory practice and policy circles, particularly in the United Kingdom and Canada. The crisis of course cast financial regulatory systems internationally, including more principles-based approaches, into severe doubt. This paper argues that principles-based securities regulation as properly understood remains a viable and even necessary policy option, which offers solutions to the real-life and theoretical challenge that the …
The Tyranny Of The Multitude Is A Multiplied Tyranny: Is The United States Financial Regulatory Structure Undermining U.S. Competitiveness?, Elizabeth F. Brown
The Tyranny Of The Multitude Is A Multiplied Tyranny: Is The United States Financial Regulatory Structure Undermining U.S. Competitiveness?, Elizabeth F. Brown
Elizabeth F Brown
This Article examines whether the U.S. regulatory structure undermined U.S. competitiveness with foreign financial markets, particularly the United Kingdom's markets.