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Articles 1 - 3 of 3
Full-Text Articles in Securities Law
Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner
Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner
Indiana Law Journal
Corporate directors committed to a failed business strategy or unduly influenced by the company’s debtholders need a dissenting voice—they need shareholder nominees on the board. This Article examines the biases, conflicts, and external factors that impact board decisions, particularly when a company faces financial distress. It challenges the conventional wisdom that debt disciplines management, and it sug-gests that, in certain circumstances, the company would benefit from having the shareholders’ perspective more actively represented on the board. To that end, the Article proposes a bylaw that would give shareholders the ability to nominate direc-tors upon the occurrence of predefined events. Such …
Perspectives On Regulating Systemic Risk, Steven L. Schwarcz
Perspectives On Regulating Systemic Risk, Steven L. Schwarcz
Faculty Scholarship
This book chapter, which synthesizes several of the author’s articles, attempts to provide useful perspectives on regulating systemic risk. First, it argues that systemic shocks are inevitable. Accordingly, regulation should be designed not only to try to reduce those shocks but also to protect the financial system against their unavoidable impact. This could be done, the chapter explains, by applying chaos theory to help stabilize the financial system. The chapter then focuses on trying to prevent excessive corporate risk-taking, which is one of the leading triggers of systemic shocks and widely regarded to have been a principal cause of the …
Shadow Banking And Regulation In China And Other Developing Countries, Steven L. Schwarcz
Shadow Banking And Regulation In China And Other Developing Countries, Steven L. Schwarcz
Faculty Scholarship
The rapid but largely unregulated growth in shadow banking in developing countries such as China can jeopardize financial stability. This article discusses that growth and argues that a regulatory balance is needed to help protect financial stability while preserving shadow banking as an important channel of alternative funding. The article also analyzes how that regulation could be designed.