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Written by leading authorities, the Second Edition of A Practical Guide to SEC Proxy and Compensation Rules provides expert analysis and valuable tips and pointers on everything you need to know to master the proxy process and ensure compliance with the SEC's rules. You get comprehensive guidance on such essential issues as: Preparing the executive compensation tables and compensation committee report -- plus examples and the full text reports of seven companies -- Explanations of the FASB rules on accounting for stock options -- Discussions on the requirements necessary to ensure the tax deductibility of executive compensation under IRC Section 162(m) -- Descriptions of the disclosure requirements for a company seeking shareholder approval of certain employee benefit plans -- Analysis of institutional activism under the proxy rules -- And much more. Insightful analysis throughout this guide of how companies have responded to the SEC regulations and on the positions taken by the SEC will help you prepare day-to-day disclosures as well as long-range plans. Valuable appendixes contain SEC and DOL releases, rules and regulations.
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.
Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. Coverage includes: International corporate governance. Compensation, equity ownership, incentives, and the labor market for CEOs. Optimal board structure, tradeoffs, and consequences. Governance, organizational strategy, business models, and risk management. Succession planning. Financial reporting and external audit. The market for corporate control. Roles of institutional and activist shareholders. Governance ratings. The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to “get the story straight,” and to provide useful tools for making better, more informed decisions.
The Wolf at the Door: The Impact of Hedge Fund Activism on Corporate Governance has three basic aims: to understand and explain the factors that have caused an explosion in hedge fund activism; to examine the impact of this activism; and to survey and evaluate possible legal interventions with an emphasis on the least restrictive alternative.
In a painstaking analysis, Roe (law, Harvard Law School) examines the impact of a nation's strong social policies on the corporate governance, suggesting that stronger social policies can cause an American style of diffuse ownership among shareholders to fail. The link between social policies and corporate governance is examined statistically for a large number of countries, and in case studies for seven: Italy, Germany, Sweden, the UK, France, Japan, and the US. Product markets, securities markets, and the ability of corporate and economic structures to induce a political backlash are discussed. Annotation (c)2003 Book News, Inc., Portland, OR (booknews.com).
Takes readers through an in-depth examination of many leading industrialized nations and identifies both the drivers that propel corporations towards convergence and the major impediments that stand in the way of convergence. Also examines many mechanisms of convergence such as governance codes, MNCs, and IPOs.
Hedge Fund Activism begins with a brief outline of the research literature and describes datasets on hedge fund activism.
How referendums can diffuse populist tensions by putting power back into the hands of the people Propelled by the belief that government has slipped out of the hands of ordinary citizens, a surging wave of populism is destabilizing democracies around the world. As John Matsusaka reveals in Let the People Rule, this belief is based in fact. Over the past century, while democratic governments have become more efficient, they have also become more disconnected from the people they purport to represent. The solution Matsusaka advances is familiar but surprisingly underused: direct democracy, in the form of referendums. While this might seem like a dangerous idea post-Brexit, there is a great deal of evidence that, with careful design and thoughtful implementation, referendums can help bridge the growing gulf between the government and the people. Drawing on examples from around the world, Matsusaka shows how direct democracy can bring policies back in line with the will of the people (and provide other benefits, like curbing corruption). Taking lessons from failed processes like Brexit, he also describes what issues are best suited to referendums and how they should be designed, and he tackles questions that have long vexed direct democracy: can voters be trusted to choose reasonable policies, and can minority rights survive majority decisions? The result is one of the most comprehensive examinations of direct democracy to date—coupled with concrete, nonpartisan proposals for how countries can make the most of the powerful tools that referendums offer. With a crisis of representation hobbling democracies across the globe, Let the People Rule offers important new ideas about the crucial role the referendum can play in the future of government.