Law Commons^™

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo

Paolo Santella

No abstract provided.

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo

Carlo Drago

No abstract provided.

Hedge Funds: The Missing Link In Executive Pay Reform, Robert Illig

Robert C Illig

No abstract provided.

Who's Afraid Of Shareholder Power? A Comparative Law Perspective, Jennifer G. Hill

Jennifer Hill Professor

Who’s Afraid of Shareholder Power? A Comparative Law Perspective Jennifer G. Hill* Abstract US corporate law is undergoing a seismic shift in relation to shareholder power. Although shareholders have traditionally had restricted participatory rights under US corporate law, this paradigm has been challenged in recent times. The shareholder empowerment debate raised shareholder power as a serious subject for corporate law reform. The global financial crisis has given the issue further impetus, and an unprecedented array of reforms and proposals to increase shareholder power are now on the table in the US. There has, however, been great resistance to adjusting the …

Who's Afraid Of Shareholder Power? A Comparative Law Perspective, Jennifer G. Hill

Jennifer Hill Professor

Who’s Afraid of Shareholder Power? A Comparative Law Perspective Jennifer G. Hill* Abstract US corporate law is undergoing a seismic shift in relation to shareholder power. Although shareholders have traditionally had restricted participatory rights under US corporate law, this paradigm has been challenged in recent times. The shareholder empowerment debate raised shareholder power as a serious subject for corporate law reform. The global financial crisis has given the issue further impetus, and an unprecedented array of reforms and proposals to increase shareholder power are now on the table in the US. There has, however, been great resistance to adjusting the …

Who's Afraid Of Shareholder Power? A Comparative Law Perspective, Jennifer G. Hill

Jennifer Hill Professor

Who’s Afraid of Shareholder Power? A Comparative Law Perspective Jennifer G. Hill* Abstract US corporate law is undergoing a seismic shift in relation to shareholder power. Although shareholders have traditionally had restricted participatory rights under US corporate law, this paradigm has been challenged in recent times. The shareholder empowerment debate raised shareholder power as a serious subject for corporate law reform. The global financial crisis has given the issue further impetus, and an unprecedented array of reforms and proposals to increase shareholder power are now on the table in the US. There has, however, been great resistance to adjusting the …

Review Article: The New American Corporate Governance In Context, Fenner L. Stewart

Fenner L. Stewart Jr.

If corporate boards are becoming more than “rubber stamps”, then Stephen Bainbridge and his new book are in the middle of a coup d'état in corporate governance. On the other hand, if this shift is not occurring and boards remain “rubber stamps”, then director primacy is no more than managerialism with a twist. Moreover, if director primacy represents the emergence of a new order for American corporate governance, then the merits of maintaining Delaware’s status quo director primacy must be carefully assessed, because the stakes are changing – maybe for the better and maybe for the worse. This article traces …

On The Role And Regulation Of Private Negotiations In Governance, Joseph W. Yockey

Joseph W. Yockey

Developments in corporate law continue to give shareholders greater levels of power over public companies. Instead of using their power to seek changes within firms through such traditional means as proxy contests and litigation, shareholders are increasingly relying on private negotiations with directors as a key component of their governance activities. Regulations enacted in response to the recent financial crisis will likely trigger even more widespread use of negotiations in the years to come. In this Article, I analyze the legal and policy implications generated by the use of private negotiations as a means of corporate governance. I make two …

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo

Paolo Santella

No abstract provided.

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo

Carlo Drago

No abstract provided.

Effects Of Strategic Tax Behaviors On Corporate Governance, Nicola Sartori

Nicola Sartori

This paper addresses agency tensions and conflicts that may emerge between managers (agents) and shareholders (principals) as a result of aggressive tax planning strategies adopted by publicly held corporations. The interactions between corporate governance and taxation are bilateral and biunique: in fact, on one side, the manner in which corporate governance rules are structured affects the way a corporation fulfills its tax obligations; on the other side, the way tax designs (from the government perspective) and related tax strategies (from the corporation perspective) are planned influences corporate governance dynamics. This article investigates such bilateral relationship limiting the analysis to the …

The Legitimate Rights Of Public Shareholders, Lawrence E. Mitchell

Lawrence E. Mitchell

In recent years there has been significant ongoing academic debate over the expansion of public shareholders’ participation rights in corporate governance. The debate has accompanied a dramatic increase in institutional shareholder and hedge fund activism attempting to influence the conduct of corporate affairs.

The legitimacy of shareholder participation rights depends upon the actual role public shareholders play in contributing to the corporation’s function of providing goods and services and, ultimately, to economic growth and social welfare. Nobody in the debate has stopped to examine this question. This paper presents original empirical evidence that demonstrates that public shareholders do not, on …

The Legitimate Rights Of Public Shareholders, Lawrence E. Mitchell

Lawrence E. Mitchell

In recent years there has been significant ongoing academic debate over the expansion of public shareholders’ participation rights in corporate governance. The debate has accompanied a dramatic increase in institutional shareholder and hedge fund activism attempting to influence the conduct of corporate affairs.

The legitimacy of shareholder participation rights depends upon the actual role public shareholders play in contributing to the corporation’s function of providing goods and services and, ultimately, to economic growth and social welfare. Nobody in the debate has stopped to examine this question. This paper presents original empirical evidence that demonstrates that public shareholders do not, on …

Who's Afraid Of Shareholder Power? A Comparative Law Perspective, Jennifer Hill

Jennifer Hill Professor

Who's Afraid of Shareholder Power? A Comparative Law Perspective JENNIFER G. HILL University of Sydney – Faculty of Law; Visiting Professor, Vanderbilt University – School of Law; Research Associate – European Corporate Governance Institute (ECGI) Abstract Shareholder power is back on the regulatory agenda. Although shareholders have traditionally had restricted participatory rights under US corporate law, this paradigm has been challenged in recent times. The shareholder empowerment debate and the Paulson Committee report both raise shareholder power as a serious subject for corporate law reform. Yet, in spite of calls for stronger shareholder rights, there has been great resistance to …

Who’S Afraid Of Shareholder Power? A Comparative Law Perspective, Jennifer Hill

Jennifer Hill Professor

Who's Afraid of Shareholder Power? A Comparative Law Perspective JENNIFER G. HILL University of Sydney – Faculty of Law; Visiting Professor, Vanderbilt University – School of Law; Research Associate – European Corporate Governance Institute (ECGI) Abstract Shareholder power is back on the regulatory agenda. Although shareholders have traditionally had restricted participatory rights under US corporate law, this paradigm has been challenged in recent times. The shareholder empowerment debate and the Paulson Committee report both raise shareholder power as a serious subject for corporate law reform. Yet, in spite of calls for stronger shareholder rights, there has been great resistance to …

Subverting Shareholder Rights: Lessons From News Corp's Migration To Delaware, Jennifer Hill

Jennifer Hill Professor

Subverting Shareholder Rights: Lessons from News Corp's Migration to Delaware JENNIFER G. HILL University of Sydney – Faculty of Law; Visiting Professor, Vanderbilt University – School of Law; Research Associate – European Corporate Governance Institute (ECGI) Abstract This article critically analyzes News Corp’s re-incorporation in Delaware against the backdrop of two major contemporary corporate governance debates, relating to shareholder empowerment and convergence theory. Legal scholars opposing greater shareholder power often argue that the lack of shareholder participatory rights under US law provides evidence that such rights are neither desired nor valued by investors. Also, an underlying assumption of convergence theory …

Subverting Shareholder Rights: Lessons From News Corp's Migration To Delaware, Jennifer Hill

Jennifer Hill Professor

Subverting Shareholder Rights: Lessons from News Corp's Migration to Delaware JENNIFER G. HILL University of Sydney – Faculty of Law; Visiting Professor, Vanderbilt University – School of Law; Research Associate – European Corporate Governance Institute (ECGI) Abstract This article critically analyzes News Corp’s re-incorporation in Delaware against the backdrop of two major contemporary corporate governance debates, relating to shareholder empowerment and convergence theory. Legal scholars opposing greater shareholder power often argue that the lack of shareholder participatory rights under US law provides evidence that such rights are neither desired nor valued by investors. Also, an underlying assumption of convergence theory …

Subverting Shareholder Rights: Lessons From News Corp's Migration To Delaware, Jennifer Hill

Jennifer Hill Professor

Subverting Shareholder Rights: Lessons from News Corp's Migration to Delaware JENNIFER G. HILL University of Sydney – Faculty of Law; Visiting Professor, Vanderbilt University – School of Law; Research Associate – European Corporate Governance Institute (ECGI) Abstract This article critically analyzes News Corp’s re-incorporation in Delaware against the backdrop of two major contemporary corporate governance debates, relating to shareholder empowerment and convergence theory. Legal scholars opposing greater shareholder power often argue that the lack of shareholder participatory rights under US law provides evidence that such rights are neither desired nor valued by investors. Also, an underlying assumption of convergence theory …

A Team Production Approach To Corporate Law And Board Composition, Bernard S. Sharfman, Steven J. Toll

Bernard S Sharfman

In today’s world of corporate governance, the board of directors of a publicly held firm (“public company”) will almost certainly be made up of a majority of independent directors. Armed with such independence, it is hoped that corporate boards can better monitor for managerial opportunism and enhance firm performance relative to management dominated boards.

The criterion for selecting outside board members is to choose members who enhance the efficiency of board decision-making. For that to occur, we must have an understanding of how the corporate board of a public corporation is to operate in an efficient manner. As proposed by …

Freedom Or Legal Restriction On Company Chart--Current Assessment And Suggestion For Improvements In The Prc Context, Liying Tan

Liying Tan

Abstract: With the economic reform underway for nearly 30 years and Chinese company law adopted for 14 years, it is an appropriate time to review and critically examine the current company Articles of association state of running in China to determine if there is a need for reform or improvement. Legislations respecting of Articles of association always help to enhance competition circumstance for companies. And greater competition of market would help to resolve the problem of ownership confusion in China where the capital markets are still underdeveloped and market competition is weak. Though company law of China is practically new, …

Fees On Fees In New York - Corporate Agents Beware, George Klidonas

George Klidonas

It is well settled law in New York that corporate officers and directors shall be indemnified for suits brought against them as agents of the corporation. The only limitation is that they are successful on the merits of the case and the corporate agent did not engage in conduct pursuant to bad faith. But what happens when that agent asks the corporation to indemnify them and the corporation refuses? According to a recent Court of Appeals case, if that agent files a subsequent indemnification suit, the agent is not entitled to legal fees for costs arising out of the subsequent …

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo

Paolo Santella

No abstract provided.

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo

Carlo Drago

No abstract provided.

Hedge Funds’ Empty Voting In Mergers And Acquisitions: A Fiduciary Duties Perspective, Andrea Zanoni

Andrea Zanoni

Hedge funds have become lately active also in the market for corporate control. Their active involvement has been propelled by a tactic allowing them to decouple voting rights from economic ownership and labelled in the literature as “encumbered shares” or “empty voting”.

The aim of this Article is twofold. On the one hand, I address the impact of hedge funds’ activism on the financial markets and on the portfolio companies. In general terms, hedge funds’ activism should be seen as a neutral element. After a cost-benefit analysis, I show that the costs implied by hedge funds’ activism are at least …

Employee Participation In Corporate Governance: An Ethical Analysis, Michael Lp Lower

Michael LP Lower

This paper outlines why CST has called for employees to be involved in the governance of the firms that they work for and a share in ownership. It points out the economic issues involved as part of its broader ethical analysis. The John Lewis Partnership is pointed to as a good working model. The possible use of ESOPs to bring about desirable changes is considered. The case for mandatory codetermination is outlined.

Wall Street's Corporate Governance Crisis, Bernard S. Sharfman, Steven J. Toll, Alan Szydlowski

Bernard S Sharfman

The board of directors of a public company is only responsible for a relatively few of the almost infinite number of decisions that are made at a public company over any period of time. Yet, when a corporate board does make a decision, for example, the appointment of a chief executive officer or the approval and recommendation to shareholders of a merger agreement, the decision can have a major impact on the firm. Now, based on the fallout from the financial crisis of 2008, we can add corporate board approval of company-wide compensation policies to the list of board decisions …

Enhancing The Efficiency Of Board Decision Making: Lessons Learned From The Financial Crisis Of 2008, Bernard S. Sharfman

Bernard S Sharfman

As a result of the financial crisis of 2008, the employment compensation policies and decisions of Wall Street corporate boards have come under close scrutiny. More specifically, the willingness to approve company wide compensation plans that resulted in the paying out of billions of dollars in bonuses even in the face of deteriorating financial and economic conditions. If only these and other Wall Street firms had retained the bulk of these large annual bonuses over the last several years when the financial markets were noticeably in decline, perhaps the economic impact of the current financial crisis would have been less …

The Law On Shareholders' Meetings In Malaysia, Mohammad Salim, Ong Shyun

Mohammad Rizal SALIM

Shareholders’ meetings provide links of communication between shareholders and management and enables members to exercise their votes. The law that governs these meetings is, therefore, an important aspect of corporate governance. This paper identifies critical weaknesses in the law on shareholders’ meetings in Malaysia and makes some suggestions to overcome these weaknesses.