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Managerial Opportunism During Corporate Litigation
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Book Synopsis Managerial Opportunism During Corporate Litigation by : Bruce Haslem
Download or read book Managerial Opportunism During Corporate Litigation written by Bruce Haslem and published by . This book was released on 2008 with total page 44 pages. Available in PDF, EPUB and Kindle. Book excerpt: Using a large sample of litigation events involving publicly listed defendants, we document a surprising fact. The resolution of litigation through a court's decision dominates settlement of litigation from the shareholders point of view; even when the firm loses. We develop a model using agency costs within the firm to explain why the market views settlement as a negative outcome on average, and find empirical evidence supporting the implications of the model. Specifically, firms with weak corporate governance settle litigation more quickly, and the market reacts more negatively to settlements involving firms with higher agency costs.
Book Synopsis The Anatomy of Corporate Law by : Reinier Kraakman
Download or read book The Anatomy of Corporate Law written by Reinier Kraakman and published by OUP Oxford. This book was released on 2009-07-23 with total page 578 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.
Book Synopsis Managerial Opportunism? Evidence from Directors' and Officers' Insurance Purchases by : John Chalmers
Download or read book Managerial Opportunism? Evidence from Directors' and Officers' Insurance Purchases written by John Chalmers and published by . This book was released on 2002 with total page 38 pages. Available in PDF, EPUB and Kindle. Book excerpt: Managers choose to spend corporate resources to purchase directors' and officers' liability insurance, which protects directors and officers from personal financial liability in lawsuits brought against the firm and its directors and officers. We investigate whether the amount of Damp;O insurance coverage chosen by managers of IPO firms, and the cost of that insurance, is related to post-IPO abnormal stock price performance. If managers of IPO firms are exploiting superior inside information in bringing their companies public when the expected offering price exceeds managers' private valuation estimate, we hypothesize that the amount of insurance coverage chosen will be related to the post-offering performance of the issuing firm's shares. We analyze a sample of 72 IPO firms that went public between 1992 and 1996 for which we have detailed proprietary information about the amount and cost of Damp;O liability insurance. Consistent with the hypothesis, we find a significant negative relation between the 3-year post-IPO stock price performance and the amount of insurance coverage in place at the IPO date. We also analyze the pricing of Damp;O insurance by the insurers. Insurers charge more for insurance purchases that are larger than would be predicted by observable business risk proxies. However, insurers pool all abnormal insurance purchases together in that they do not distinguish between those who buy abnormally large insurance based on anticipated poor performance and those who buy extra insurance for other reasons (e.g., abnormally high risk aversion). Insurers do, however, appear to charge more to firms that buy more insurance and are subsequently sued, indicating that insurers are able to identify and price abnormal litigation risk. We argue that, similar to insider securities transactions, Damp;O insurance decisions reveal the private information of managers. This provides some motivation to argue that disclosure of the details of Damp;O insurance decisions, as is required in some other countries, is valuable.
Book Synopsis The Anatomy of Corporate Law by : Reinier H. Kraakman
Download or read book The Anatomy of Corporate Law written by Reinier H. Kraakman and published by Oxford University Press, USA. This book was released on 2004 with total page 250 pages. Available in PDF, EPUB and Kindle. Book excerpt: This overview starts from the premise that corporate law across jurisdictions addresses the same three basic agency problems - the opportunism of: managers vis-a-vis shareholders; controlling shareholders vis-a-vis minority shareholders; and shareholdersvis-a-vis other corporate constituencies.
Book Synopsis Research Handbook on Representative Shareholder Litigation by : Sean Griffith
Download or read book Research Handbook on Representative Shareholder Litigation written by Sean Griffith and published by Edward Elgar Publishing. This book was released on 2018 with total page 552 pages. Available in PDF, EPUB and Kindle. Book excerpt: Written by leading scholars and judges in the field, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It explores how related issues are addressed across the globe, with examinations of shareholder litigation in the United States, Canada, the United Kingdom, the European Union, Israel, and China. This Research Handbook will be an invaluable resource on this important topic for scholars, practitioners, judges and legislators.
Book Synopsis The Private Ordering Solution to Multiforum Shareholder Litigation by : Roberta Romano
Download or read book The Private Ordering Solution to Multiforum Shareholder Litigation written by Roberta Romano and published by . This book was released on 2015 with total page 73 pages. Available in PDF, EPUB and Kindle. Book excerpt: This paper analyzes a private ordering solution to multiforum shareholder litigation: exclusive forum provisions in corporate charters and bylaws. We examine what drives the growth in these provisions and whether, as some critics contend, their adoption reflects managerial opportunism. We find that nearly all new Delaware corporations adopt the provision at the IPO stage, and that the transition from zero to near-universal IPO adoption over 2007-14 is driven by law firms. Characteristics of individual companies appear to play little or no role in adoption decisions. Instead, the pattern of adoption follows what can be described as a light switch model, in which law firms suddenly switch from never adopting to always adopting the provision in the IPOs they advise. For midstream adoptions, we compare corporate governance features of adopters to a matched sample of non-adopters to test the hypothesis that midstream bylaw adoption reflects managerial opportunism. If the hypothesis were correct, then we would expect to find that adopters exhibit poor corporate governance compared to non-adopters (using the metrics of good governance practices as identified by critics of the provisions). We find, however, that there are either no significant differences in governance or that it is adopters that have higher quality governance features. We also find no significant differences in governance and ownership structures between firms whose boards adopt the provisions as bylaws and those who obtain shareholder approval.
Book Synopsis Ensuring Corporate Misconduct by : Tom Baker
Download or read book Ensuring Corporate Misconduct written by Tom Baker and published by University of Chicago Press. This book was released on 2011-01-15 with total page 295 pages. Available in PDF, EPUB and Kindle. Book excerpt: Shareholder litigation and class action suits play a key role in protecting investors and regulating big businesses. But Directors and Officers liability insurance shields corporations and their managers from the financial consequences of many illegal acts, as evidenced by the recent Enron scandal and many of last year’s corporate financial meltdowns. Ensuring Corporate Misconduct demonstrates for the first time how corporations use insurance to avoid responsibility for corporate misconduct, dangerously undermining the impact of securities laws. As Tom Baker and Sean J. Griffith demonstrate, this need not be the case. Opening up the formerly closed world of corporate insurance, the authors interviewed people from every part of the industry in order to show the different instances where insurance companies could step in and play a constructive role in strengthening corporate governance—yet currently do not. Ensuring Corporate Misconduct concludes with a set of readily implementable reforms that could significantly rehabilitate the system.
Book Synopsis Legal Strategies by : Antoine Masson
Download or read book Legal Strategies written by Antoine Masson and published by Springer Science & Business Media. This book was released on 2009-12-12 with total page 476 pages. Available in PDF, EPUB and Kindle. Book excerpt: Far from regarding the law as supreme, corporations approach law as an element of executive thought and action aimed at optimizing competitiveness. The objective of this book is to identify, explore and define corporate legal strategies that seek advantage in the opportunities revealed when the Law is perceived as a resource to be mobilized and aligned with the firm’s business and economic agendas.
Book Synopsis Handbook of law and economics by : A. Mitchell Polinsky
Download or read book Handbook of law and economics written by A. Mitchell Polinsky and published by Elsevier. This book was released on 2007 with total page 981 pages. Available in PDF, EPUB and Kindle. Book excerpt: "Law can be viewed as a body of rules and legal sanctions that channel behavior in socially desirable directions - for example, by encouraging individuals to take proper precautions to prevent accidents or by discouraging competitors from colluding to raise prices. The incentives created by the legal system are thus a natural subject of study by economists. Moreover, given the importance of law to the welfare of societies, the economic analysis of law merits prominent treatment as a subdiscipline of economics. This two volume Handbook is intended to foster the study of the legal system by economists. The two volumes form a comprehensive and accessible survey of the current state of the field. Chapters prepared by leading specialists of the area. Summarizes received results as well as new developments."--[Source inconnue].
Book Synopsis The Anatomy of Corporate Law:A Comparative and Functional Approach by : Reinier Kraakman
Download or read book The Anatomy of Corporate Law:A Comparative and Functional Approach written by Reinier Kraakman and published by OUP Oxford. This book was released on 2009-07-23 with total page 344 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions.The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety ofcontexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legalstrategies to address the three basic agency issues.This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures,related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.
Book Synopsis The SAGE Encyclopedia of Corporate Reputation by : Craig E. Carroll
Download or read book The SAGE Encyclopedia of Corporate Reputation written by Craig E. Carroll and published by SAGE Publications. This book was released on 2016-05-31 with total page 1049 pages. Available in PDF, EPUB and Kindle. Book excerpt: What creates corporate reputations and how should organizations respond? Corporate reputation is a growing research field in disciplines as diverse as communication, management, marketing, industrial and organizational psychology, and sociology. As a formal area of academic study, it is relatively young with roots in the 1980s and the emergence of specialized reputation rankings for industries, products/services, and performance dimensions and for regions. Such rankings resulted in competition between organizations and the alignment of organizational activities to qualify and improve standings in the rankings. In addition, today’s changing stakeholder expectations, the growth of advocacy, demand for more disclosures and greater transparency, and globalized, mediatized environments create new challenges, pitfalls, and opportunities for organizations. Successfully engaging, dealing with, and working through reputational challenges requires an understanding of options and tools for organizational decision-making and stakeholder engagement. For the first time, the vast and important field of corporate reputation is explored in the format of an encyclopedic reference. The SAGE Encyclopedia of Corporate Reputation comprehensively overviews concepts and techniques for identifying, building, measuring, monitoring, evaluating, maintaining, valuing, living up to and/or changing corporate reputations. Key features include: 300 signed entries are organized in A-to-Z fashion in 2 volumes available in a choice of electronic or print formats Entries conclude with Cross-References and Further Readings to guide students to in-depth resources. Although organized A-to-Z, a thematic “Reader’s Guide” in the front matter groups related entries by broad areas A Chronology provides historical perspective on the development of corporate reputation as a discrete field of study. A Resource Guide in the back matter lists classic books, key journals, associations, websites, and selected degree programs of relevance to corporate reputation. A General Bibliography will be accompanied by visual maps noting the relationships between the various disciplines touching upon corporate reputation studies. The work concludes with a comprehensive Index, which—in the electronic version—combines with the Reader’s Guide and Cross-References to provide thorough search-and-browse capabilities
Book Synopsis The Oxford Handbook of Corporate Law and Governance by : Jeffrey N. Gordon
Download or read book The Oxford Handbook of Corporate Law and Governance written by Jeffrey N. Gordon and published by Oxford University Press. This book was released on 2018-04-26 with total page 900 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.
Book Synopsis The Shareholder Value Myth by : Lynn Stout
Download or read book The Shareholder Value Myth written by Lynn Stout and published by Berrett-Koehler Publishers. This book was released on 2012-05-07 with total page 151 pages. Available in PDF, EPUB and Kindle. Book excerpt: An in-depth look at the trouble with shareholder value thinking and at better options for models of corporate purpose. Executives, investors, and the business press routinely chant the mantra that corporations are required to “maximize shareholder value.” In this pathbreaking book, renowned corporate expert Lynn Stout debunks the myth that corporate law mandates shareholder primacy. Stout shows how shareholder value thinking endangers not only investors but the rest of us as well, leading managers to focus myopically on short-term earnings; discouraging investment and innovation; harming employees, customers, and communities; and causing companies to indulge in reckless, sociopathic, and irresponsible behaviors. And she looks at new models of corporate purpose that better serve the needs of investors, corporations, and society. “A must-read for managers, directors, and policymakers interested in getting America back in the business of creating real value for the long term.” —Constance E. Bagley, professor, Yale School of Management; president, Academy of Legal Studies in Business; and author of Managers and the Legal Environment and Winning Legally “A compelling call for radically changing the way business is done... The Shareholder Value Myth powerfully demonstrates both the dangers of the shareholder value rule and the falseness of its alleged legal necessity.” —Joel Bakan, professor, The University of British Columbia, and author of the book and film The Corporation “Lynn Stout has a keen mind, a sharp pen, and an unbending sense of fearlessness. Her book is a must-read for anyone interested in understanding the root causes of the current financial calamity.” —Jack Willoughby, senior editor, Barron’s “Lynn Stout offers a new vision of good corporate governance that serves investors, firms, and the American economy.” —Judy Samuelson, executive director, Business and Society Program, The Aspen Institute
Book Synopsis The Oxford Handbook of Corporate Law and Governance by : Jeffrey Neil Gordon
Download or read book The Oxford Handbook of Corporate Law and Governance written by Jeffrey Neil Gordon and published by Oxford University Press. This book was released on 2018 with total page 1217 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate law and governance are at the forefront of regulatory activities worldwide, and subject to increasing public attention in the wake of the Global Financial Crisis. Comprehensively referencing the key debates, the Handbook provides a much-needed framework for understanding the aims and methods of legal research in the field.
Download or read book Law and Reputation written by Roy Shapira and published by Cambridge University Press. This book was released on 2020-09-17 with total page 271 pages. Available in PDF, EPUB and Kindle. Book excerpt: The law shapes behavior not only by imposing sanctions, but also by producing information on how powerful entities behave.
Book Synopsis Corporate Law or the Law of Business? Stakeholders and Corporate Governance at the End of History by : Adam Winkler
Download or read book Corporate Law or the Law of Business? Stakeholders and Corporate Governance at the End of History written by Adam Winkler and published by . This book was released on 2014 with total page 26 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate law is said to be witnessing the end of history. The long battle between the conservative, private, shareholder-wealth-maximization school of corporate legal thought and the progressive, public, stakeholder-protection/social responsibility school is now over and the victor, it is claimed by conservatives and progressives alike, is the former. This article argues that the private, shareholder-wealth-maximization school's victory is more illusory than real, and depends on a distortedly narrow view of what constitutes corporate governance. Offering a legal history of how the progressive-inspired ideals of stakeholder protection and corporate social responsibility through mandatory legal rules have shaped the law affecting corporations, this article uncovers two patterns which caution against a rush to declare the ultimate triumph of shareholder primacy. The first pattern is that progressives have successfully influenced several important areas of corporate law, such as the allowance of charitable giving and adoption of constituency statutes. These corporate law victories, however, have had notably mixed results; while sometimes helping stakeholders, they have also expanded managerial discretion and thus permitted self-dealing and opportunism.A second pattern is that progressives have been tremendously successful in shaping laws outside of corporate law but that nevertheless regulate fundamental features of corporate behavior in the name of stakeholders. From securities and labor law reforms in the New Deal to the environmental and consumer protection laws of the 1960s and 1970s, progressives have won a diverse and broad array of mandatory legal rules designed to limit corporate conduct perceived as harmful to non-shareholder constituencies. These various bodies of law - what might be termed the law of business - are forceful shapers of the choices corporate management can make about basic operational and organizational decisions.These patterns suggest that today's progressives might find more success changing laws external to corporate law rather than altering fiduciary principles. They also suggest that claims about the quot;end of historyquot; and the triumph of shareholder primacy depend on an artificially narrow view of the law affecting corporate management. Whatever its explanatory power in corporate law, shareholder primacy is far from an accurate description of the law of business or of corporate practice.
Book Synopsis Corruption and Fraud in Financial Markets by : Carol Alexander
Download or read book Corruption and Fraud in Financial Markets written by Carol Alexander and published by John Wiley & Sons. This book was released on 2022-12-13 with total page 624 pages. Available in PDF, EPUB and Kindle. Book excerpt: Identifying malpractice and misconduct should be top priority for financial risk managers today Corruption and Fraud in Financial Markets identifies potential issues surrounding all types of fraud, misconduct, price/volume manipulation and other forms of malpractice. Chapters cover detection, prevention and regulation of corruption and fraud within different financial markets. Written by experts at the forefront of finance and risk management, this book details the many practices that bring potentially devastating consequences, including insider trading, bribery, false disclosure, frontrunning, options backdating, and improper execution or broker-agency relationships. Informed but corrupt traders manipulate prices in dark pools run by investment banks, using anonymous deals to move prices in their own favour, extracting value from ordinary investors time and time again. Strategies such as wash, ladder and spoofing trades are rife, even on regulated exchanges – and in unregulated cryptocurrency exchanges one can even see these manipulative quotes happening real-time in the limit order book. More generally, financial market misconduct and fraud affects about 15 percent of publicly listed companies each year and the resulting fines can devastate an organisation's budget and initiate a tailspin from which it may never recover. This book gives you a deeper understanding of all these issues to help prevent you and your company from falling victim to unethical practices. Learn about the different types of corruption and fraud and where they may be hiding in your organisation Identify improper relationships and conflicts of interest before they become a problem Understand the regulations surrounding market misconduct, and how they affect your firm Prevent budget-breaking fines and other potentially catastrophic consequences Since the LIBOR scandal, many major banks have been fined billions of dollars for manipulation of prices, exchange rates and interest rates. Headline cases aside, misconduct and fraud is uncomfortably prevalent in a large number of financial firms; it can exist in a wide variety of forms, with practices in multiple departments, making self-governance complex. Corruption and Fraud in Financial Markets is a comprehensive guide to identifying and stopping potential problems before they reach the level of finable misconduct.
