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Full-Text Articles in Law
Contested Visions: The Value Of Systems Theory For Corporate Law, Tamara Belinfanti, Lynn A. Stout
Contested Visions: The Value Of Systems Theory For Corporate Law, Tamara Belinfanti, Lynn A. Stout
Articles & Chapters
Despite the dominant role corporations play in our economy, culture, and politics, the nature and purpose of corporations remains hotly contested. This conflict was brought to the fore in the recent Supreme Court opinions in Citizens United and Hobby Lobby. Although the prevailing narrative for the past quarter-century has been that corporations “belong” to shareholders and should pursue “shareholder value,” support for this approach, which has been justified as essential for managerial accountability, is eroding. It persists today primarily in the form of the argument that corporations should seek “long-term” shareholder value. Yet, as this Article shows, when shareholder value …
Improving Hedge Fund Governance, Houman B. Shadab
Improving Hedge Fund Governance, Houman B. Shadab
Articles & Chapters
This Article provides the first comprehensive scholarly analysis of the internal governance of hedge funds. Hedge fund governance consists of the funds’ underlying legal regime and the practices they adopt in response to lacking permanent capital and to reduce agency costs. Hedge fund governance is important because better governance can improve investor returns and help managers raise and retain capital. I argue that hedge fund governance is best understood as a type of responsive managerialism. It is a type of managerialism because applicable law and contracting structures give managers uniquely wide-ranging control over the fund and its operations. Hedge fund …
Beyond Economics In Pay For Performance, Tamara C. Belinfanti
Beyond Economics In Pay For Performance, Tamara C. Belinfanti
Articles & Chapters
This article argues that while much of the intellectual energy has focused on the economics of executive pay, the challenge of executive compensation is as much a challenge of human behavior as it is one of economics. The raison d’etre of pay for performance (PFP) is to motivate executives to make decisions that are in the best interest of their firm and its shareholders. Attention to the relevant individual, situational, cultural, and institutional dynamics (what I term “behavioral dynamics”) that affect how executives are motivated and how they value future rewards is critical for the sustainability of PFP as a …
The Law And Economics Of Hedge Funds: Financial Innovation And Investor Protection, Houman B. Shadab
The Law And Economics Of Hedge Funds: Financial Innovation And Investor Protection, Houman B. Shadab
Articles & Chapters
A persistent theme underlying contemporary debates about financial regulation is how to protect investors from the growing complexity of financial markets, new risks, and other changes brought about by financial innovation. Increasingly relevant to this debate are the leading innovators of complex investment strategies known as hedge funds. A hedge fund is a private investment company that is not subject to the full range of restrictions on investment activities and disclosure obligations imposed by the federal securities laws, that compensates management in part with a fee based on annual profits, and typically engages in the active trading of financial instruments. …
The Proxy Advisory & Corporate Governance Industry: The Case For Increased Oversight And Control, Tamara C. Belinfanti
The Proxy Advisory & Corporate Governance Industry: The Case For Increased Oversight And Control, Tamara C. Belinfanti
Articles & Chapters
The proxy advisory and corporate governance industry plays a significant role in shareholder voting and in the formulation of corporate governance policy. The industry operates with relatively little accountability and virtually free from regulatory oversight. Understanding the relationship between this industry and mutual funds, who in the aggregate are the largest owners of publicly traded shares in the United States, is critical to understanding issues of shareholder rights, the meaning of the right to vote in corporate elections, and the role that institutional investors, like mutual funds, play in the corporate landscape.
Mutual funds exercise their substantial voting power by …
Foreword, Corporate Governance Five Years After Sarbanes-Oxley: Is There Real Change, Faith Stevelman
Foreword, Corporate Governance Five Years After Sarbanes-Oxley: Is There Real Change, Faith Stevelman
Articles & Chapters
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