Bücher: „Shareholder’s theory“

1

Min, Sungky. Asymmetric information and shareholders' wealth. New York: Garland Pub., 1997.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

2

Finnegan, Peter. Review of shareholder value analysis and the underlying theory. Henley-on-Thames: Henley Management College, 1998.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

3

Froot, Kenneth. Shareholder trading practices and corporate investment horizons. Cambridge, MA: National Bureau of Economic Research, 1991.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

4

Options based Management: Vom Realoptionsansatz zur optionsbasierten Unternehmensführung. Wiesbaden: Gabler, 2006.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

5

Fleischer, Holger. Comparative Corporate Governance in Closely Held Corporations. Herausgegeben von Jeffrey N. Gordon und Wolf-Georg Ringe. Oxford University Press, 2016. http://dx.doi.org/10.1093/oxfordhb/9780198743682.013.5.

Der volle Inhalt der Quelle

Annotation:

This chapter examines issues relating to corporate governance in closely held corporations. It begins by describing the typical characteristics of closely held corporations, with particular emphasis on shareholder involvement in management, number of shareholders, share transfers, market for shares, and the broad spectrum of shareholders and applications. It then considers common governance issues and conflicts in closely held corporations and proceeds with a discussion of the governance framework for such corporations consisting of company law, model articles, articles of association, shareholder agreements, and corporate governance guidelines. It also explores the internal governance and management of closely held corporations, the governance of share transfer restrictions, and provisions for shareholder withdrawal and expulsion. The chapter concludes with an analysis of shareholder conflicts, especially oppression by majority shareholders and ex-post opportunism by minority shareholders, and how they are governed in closely held corporations.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

6

Rose, Amanda M. Public Enforcement. Herausgegeben von Jeffrey N. Gordon und Wolf-Georg Ringe. Oxford University Press, 2015. http://dx.doi.org/10.1093/oxfordhb/9780198743682.013.8.

Der volle Inhalt der Quelle

Annotation:

This chapter examines issues relating to corporate governance in closely held corporations. It begins by describing the typical characteristics of closely held corporations, with particular emphasis on shareholder involvement in management, number of shareholders, share transfers, market for shares, and the broad spectrum of shareholders and applications. It then considers common governance issues and conflicts in closely held corporations and proceeds with a discussion of the governance framework for such corporations consisting of company law, model articles, articles of association, shareholder agreements, and corporate governance guidelines. It also explores the internal governance and management of closely held corporations, the governance of share transfer restrictions, and provisions for shareholder withdrawal and expulsion. The chapter concludes with an analysis of shareholder conflicts, especially oppression by majority shareholders and ex-post opportunism by minority shareholders, and how they are governed in closely held corporations.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

7

Guthrie, Graeme. Caught in the middle. Oxford University Press, 2017. http://dx.doi.org/10.1093/acprof:oso/9780190641184.003.0014.

Der volle Inhalt der Quelle

Annotation:

Board effectiveness is crucial in determining the outcome of manager-shareholder conflict, which is why so much of the policy debate surrounding corporate governance involves the extent to which boards are exposed to shareholder pressure. Policymakers are grappling with three key issues. How much are shareholders allowed to know about what is going on inside their firm? To what extent can shareholders determine how a firm is run? Are shareholders allowed to choose their own board? This chapter describes: the evolution over the last quarter century of the SEC’s disclosure rules; the restrictions it imposes on the proposals that shareholders can sponsor, especially as they relate to whether or not to sell the firm to someone else; and the ongoing battle over the extent to which a firm’s board can monopolize access to the proxy statement that is sent to shareholders at the firm’s expense.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

8

Pacces, Alessio M. Shareholder Activism in the CMU. Oxford University Press, 2018. http://dx.doi.org/10.1093/oso/9780198813392.003.0023.

Der volle Inhalt der Quelle

Annotation:

Hedge fund activism is on the rise in Europe. Whereas hedge funds activism has been so far largely a U.S. phenomenon, there is survey evidence suggesting that hedge funds are looking for new targets. Europe is particularly attractive in this respect because the European jurisdictions support broader rights than those available to the shareholders of a typical Delaware-incorporated U.S. public company. Shareholder rights are an important part of the activist hedge fund's toolbox, although they must be understood in light of the activist's business model. This chapter discusses hedge fund activism as a major driver of institutional shareholders' engagement, particularly in Europe. It argues that the revision of the Shareholder Rights Directive (SRD) curbs rather than supports hedge funds activism, therefore casting some doubts as to whether the SRD will effectively foster engagement and investment by institutional shareholders.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

9

Guthrie, Graeme. A gadfly in the ointment. Oxford University Press, 2017. http://dx.doi.org/10.1093/acprof:oso/9780190641184.003.0001.

Der volle Inhalt der Quelle

Annotation:

Modern corporations are characterized by the separation of ownership and control, with individual investors spreading their wealth over a large number of separate firms. This allows specialist managers to use their skills to run firms and individual investors to enjoy the benefits of diversifying the risks they face. Shareholders are able to influence the way firms are run by sponsoring proposals that are put to a shareholder vote, but few do so because they cannot share the costs of monitoring management with other shareholders and they must share the benefits with them. This chapter explains the source and consequences of the resulting free-rider problem using the example of gadfly investor Evelyn Y. Davis who, because of the personal benefits she earned from monitoring, spent decades creating havoc at firms’ annual shareholder meetings.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

10

Hopt, Klaus J. Groups of Companies. Herausgegeben von Jeffrey N. Gordon und Wolf-Georg Ringe. Oxford University Press, 2015. http://dx.doi.org/10.1093/oxfordhb/9780198743682.013.30.

Der volle Inhalt der Quelle

Annotation:

Groups of companies are common. The empirical data are heterogeneous. Agency problems arise between the controlling shareholder and the minority shareholders and between the shareholders and the creditors. Three regulatory models exist: regulation by general corporate and/or civil law (prototype: the UK); regulation by special group law (prototype: Germany); and regulation by areas of the law such as banking, competition, and tax. The main strategy is mandatory disclosure and group accounting. Related party transactions (including conflict of interest and tunneling) are dealt with by disclosure and consent requirements. In addition, appropriate standards for directors and controlling shareholders (corporate governance) have been developed. They become stricter, if insolvency is approaching. The concept of the shadow director extends liability to the controlling shareholder. Other mechanisms for creditor protection are indemnification, veil-piercing, subordination and substantive consolidation. A fair amount of international convergence exists as to shareholder protection, but not as to creditor protection.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

11

Guthrie, Graeme. The Firm Divided. Oxford University Press, 2017. http://dx.doi.org/10.1093/acprof:oso/9780190641184.001.0001.

Der volle Inhalt der Quelle

Annotation:

This book investigates the conflict between the managers and shareholders of large corporations. Shareholders want managers to act in ways that make their shares as valuable as possible, but managers ultimately want to maximize their own wellbeing. The outcome of manager-shareholder conflict is largely determined by a firm’s board of directors, which engages in a sequence of bargaining games with the firm’s managers. The book presents a conceptual framework for understanding board-manager interactions that is underpinned by decades of academic research into corporate governance. It shows how boards monitor managers, and the problems they face when doing so. It shows how boards provide incentives for managers to work in shareholders’ best interests, using a combination of ownership stakes and performance-based pay. And it also shows how boards delegate monitoring to outside parties, including by determining the effectiveness of the market for corporate control. In every case, tools that can benefit shareholders when used by strong boards can actually harm shareholders when used by weak boards. The book shows all of this by blending the stories of particular firms and individuals with the insights of academic research, helping the non-specialist reader understand how the seemingly disparate events it describes can be understood through the lens of manager-shareholder conflict.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

12

French, Derek. 13. Corporate governance. Oxford University Press, 2018. http://dx.doi.org/10.1093/he/9780198815105.003.0013.

Der volle Inhalt der Quelle

Annotation:

This chapter surveys corporate governance. It identifies the key problem of the separation of ownership and control in companies that are not owner-managed. Shareholders are seen as the owners of the company but directors manage the company and can do so for their own benefit rather than the shareholders’. There is a list of the numerous legal controls on directors, which are studied in other chapters. There is discussion of two ways of looking at directors, either as stewards who must account for their actions to the owners or as entrepreneurs whose wealth-creating work deserves reward. The UK Corporate Governance Code, which applies to premium listed companies, is discussed, as is shareholder activism.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

13

Joffe QC, Victor, David Drake, Giles Richardson, Daniel Lightman QC und Timothy Collingwood. Minority Shareholders. Oxford University Press, 2018. http://dx.doi.org/10.1093/oso/9780198820383.001.0001.

Der volle Inhalt der Quelle

Annotation:

This well-established and authoritative work is the most detailed reference source on the law relating to minority shareholders. As more and more legal emphasis is put on corporate governance, and as the influence of shareholder activism continues to grow, practitioners increasingly need a source of up-to-date and detailed information on the rights and remedies available to the minority. This is the only book to focus on this increasingly topical and important subject. This sixth edition features a new chapter on share purchase orders and valuation. There is expanded coverage of the relevant non-UK authorities, including cases from Hong Kong, Singapore, the British Virgin Islands, and Cayman. There is also more detailed analysis of shareholder agreements and related developments in contract law relevant to minority shareholders (e.g., arguments around implied terms and good faith). The new edition also covers significant developments in case law, such as Eclairs Group Ltd v JKX Oil & Gas plc.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

14

Cox, James D., und Randall S. Thomas. The Evolution in the U.S. of Private Enforcement via Litigation and Monitoring Techniques. Herausgegeben von Jeffrey N. Gordon und Wolf-Georg Ringe. Oxford University Press, 2015. http://dx.doi.org/10.1093/oxfordhb/9780198743682.013.38.

Der volle Inhalt der Quelle

Annotation:

This chapter examines the evolution of private enforcement in the United States and the lessons that can be learned by German public companies from the experiences of their US counterparts. It first looks at the place of representative shareholder litigation within the US corporate governance system before turning to the broad-based criticisms against all forms of representative shareholder litigation on the grounds of excessive litigation agency costs. It then discusses the role of shareholder derivative suits in remedying breaches of duty of loyalty, along with the use of hedge funds in shareholder monitoring. It explores the increasing role of appraisal remedy against the backdrop of developments in shareholder litigation focused on acquisitions, and highlights the limitations of hedge fund activism. Finally, it assesses the implications of shareholder monitoring mechanisms in the United States for shareholders in Germany.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

15

Slorach, J. Scott, und Jason Ellis. 10. Shareholders. Oxford University Press, 2017. http://dx.doi.org/10.1093/he/9780198787686.003.0010.

Der volle Inhalt der Quelle

Annotation:

This chapter focuses on the position of shareholders in relation to a company. It considers the following issues: registration of membership; the powers of shareholders in relation to their company; the legal protection given to shareholders by the rules of equity and by the Companies Act 2006; and the payment of dividends to shareholders.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

16

Slorach, J. Scott, und Jason Ellis. 10. Shareholders. Oxford University Press, 2018. http://dx.doi.org/10.1093/he/9780198823230.003.0010.

Der volle Inhalt der Quelle

Annotation:

This chapter focuses on the position of shareholders in relation to a company. It considers the following issues: registration of membership; the powers of shareholders in relation to their company; the legal protection given to shareholders by the rules of equity and by the Companies Act 2006; and the payment of dividends to shareholders.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

17

French, Derek, Stephen W. Mayson und Christopher L. Ryan. 14. Shareholders. Oxford University Press, 2016. http://dx.doi.org/10.1093/he/9780198778301.003.0014.

Der volle Inhalt der Quelle

Annotation:

This chapter focuses on the members or shareholders of a company and the way in which they take decisions on the company’s affairs by written resolution using a statutory procedure. It begins by considering the rules which determine who is a member of a company and the information on the members which a company must record. It then describes the mandatory rules of company law that allow members to participate in decision making with regards to a company’s affairs; members’ class rights and the alteration of such rights; and the definitions of holding company, subsidiary, and whollyowned subsidiary. Relevant provisions of the Companies Act 2006 governing written resolutions of private companies, meetings and annual general meetings, voting, adjournment of meetings, and authorisation of political donations by companies are also discussed. The chapter analyses a number of particularly significant cases.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

18

1965-, Carpenter Jennifer N., Yermack David L. 1962- und New York University. Salomon Center., Hrsg. Executive compensation and shareholder value: Theory and evidence. Dordrecht: Kluwer Academic Publishers, 1999.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

19

Lafarre, Anne. AGM in Europe: Theory and Practice of Shareholder Behaviour. Emerald Publishing Limited, 2017.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

20

Lafarre, Anne. AGM in Europe: Theory and Practice of Shareholder Behaviour. Emerald Publishing Limited, 2017.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

21

Lafarre, Anne. AGM in Europe: Theory and Practice of Shareholder Behaviour. Emerald Publishing Limited, 2017.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

22

Armour, John. Bank Governance. Herausgegeben von Jeffrey N. Gordon und Wolf-Georg Ringe. Oxford University Press, 2016. http://dx.doi.org/10.1093/oxfordhb/9780198743682.013.48.

Der volle Inhalt der Quelle

Annotation:

According to a common narrative, the failure of banks in the financial crisis reflected poor corporate governance practices, as well as inadequate prudential regulatory safeguards. Yet it turns out that the “best” governance practices according to ordinary standards were the ones that did worst during the financial crisis. In the period leading up to the financial crisis, it was believed that regulation would cause banks to internalize the costs of their activities, meaning that what maximized bank shareholders’ returns would also be in the interests of society. Consequently, large banks used the same governance tools as non-financial companies to minimize shareholder-management agency costs, namely independent boards, shareholder rights, the shareholder primacy norm, the threat of takeovers, and equity-based executive compensation. Unfortunately, such tools had the adverse effect of encouraging bank managers to take excessive risks. Consequently, a significant rethink about the way in which banks are governed is required.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

23

Guthrie, Graeme. Narrowing the Gap. Oxford University Press, 2017. http://dx.doi.org/10.1093/acprof:oso/9780190641184.003.0004.

Der volle Inhalt der Quelle

Annotation:

Manager-shareholder conflict arises due to low levels of managerial ownership and the resulting wide separation of ownership and control. However, strong boards of directors can make even small ownership stakes more effective at motivating executives to work in shareholders’ best interests by granting stock options, repurchasing shares, and issuing debt. Ultimately they can approve a leveraged buyout, although a strong board is needed to overcome the conflicts of interest involved in management-led buyouts. This chapter uses events at HCA, the for-profit hospital chain that undertook the world’s largest leveraged buyout followed a few years later by the largest private equity IPO, to explain how boards can narrow the gap between ownership and control. It uses a novel representation of a firm’s capital structure to analyze the techniques for boosting ownership-generated incentives at relatively low cost to shareholders.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

24

Crouch, Colin. The Incompatibles. Oxford University Press, 2018. http://dx.doi.org/10.1093/oso/9780198805274.003.0012.

Der volle Inhalt der Quelle

Annotation:

It is essential to the wider public legitimacy of the shareholder value maximization approach to corporate governance that share values can be maximized only by meeting consumers’ preferences and by using resources as efficiently as possible; and that therefore shareholders’ interests represent the general interest. The claim rests on the assumption that firms are operating in more or less pure markets. Since few markets are pure, theorists have moved from the idea of consumer sovereignty to that of consumer welfare, but this represents a sleight of hand. Further, not all human needs can be served by trading in markets. That leads us to the search for alternatives. There must be a variety of these, as one lesson of the failure of neo-liberal market theory to realize its ambitions is that there is no one best way. Neo-liberal dogmatism must be replaced by a genuinely liberal pursuit of diversity.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

25

Anand, Anita Indira. Shareholder-driven Corporate Governance. Oxford University Press, 2019. http://dx.doi.org/10.1093/oso/9780190096533.001.0001.

Der volle Inhalt der Quelle

Annotation:

This is a book about the ways in which capital markets have come to be shaped by the ubiquity of sophisticated investors. In particular, many of today’s investors have the economic might and technical capacity to play a role in the decision-making of the corporations in which they invest. This phenomenon brings with it a host of benefits, such as mechanisms to ameliorate the moral hazard that can exist when the people who bear the risk of corporate activity are different from those who make decisions. A key element of this book is an examination of the ways in which thinking about corporations and capital markets must change to reflect the prevalence of sophisticated shareholders. The book develops a concept—shareholder-driven corporate governance—to explain the role of powerful shareholders and to propose a regulatory scheme that furthers their participation in corporate decision-making. In doing so, the book considers a number of regulatory challenges that confront securities regulators. Ultimately, the book identifies an important trend in capital markets, highlights reasons for fostering this trend, and discusses the path that regulation can and should take in order to protect investors and foster well-regulated markets.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

26

Valuation Methods and Shareholder Value Creation. Academic Press, 2002.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

27

Valuing Enterprise and Shareholder Cash Flows: The Integrated Theory of Business Valuation. Peabody Publishing, LP, 2004.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

28

Dignam, Alan, und John Lowry. 11. Statutory shareholder remedies. Oxford University Press, 2018. http://dx.doi.org/10.1093/he/9780198811831.003.0011.

Der volle Inhalt der Quelle

Annotation:

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with statutory remedies available to aggrieved minority shareholders, particularly their right to seek relief through a winding-up order on the just and equitable ground. It first considers the classic case of Ebrahimi v Westbourne Galleries Ltd (1973), which addressed the scope of the court’s jurisdiction under the just and equitable ground, and presents illustrations of the grounds which will support a petition under s 122(1)(g) of the Insolvency Act 1986. It also examines the issue of whether the principles promulgated in Ebrahimi extend beyond the statutory context of just and equitable winding-up by focusing on the case of Clemens v Clemens Bros Ltd (1976). In addition, the chapter gives examples of unfair prejudice; explains locus standi and procedural aspects of s 994 of the Companies Act 2006; and looks at other specific statutory rights available to aggrieved minority shareholders. Finally, it explains the Law Commission’s proposed reforms for the unfair prejudice provision.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

29

Dignam, Alan, und John Lowry. 11. Statutory shareholder remedies. Oxford University Press, 2016. http://dx.doi.org/10.1093/he/9780198753285.003.0975.

Der volle Inhalt der Quelle

Annotation:

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with statutory remedies available to aggrieved minority shareholders, particularly their right to seek relief through a winding-up order on the just and equitable ground. It first considers the classic case of Ebrahimi v Westbourne Galleries Ltd (1973), which addressed the scope of the court’s jurisdiction under the just and equitable ground, and presents illustrations of the grounds which will support a petition under s 122(1)(g) of the Insolvency Act 1986. It also examines the issue of whether the principles promulgated in Ebrahimi extend beyond the statutory context of just and equitable winding-up by focusing on the case of Clemens v Clemens Bros Ltd (1976). In addition, the chapter gives examples of unfair prejudice; explains locus standi and procedural aspects of s 994 of the Companies Act 2006; and looks at other specific statutory rights available to aggrieved minority shareholders. Finally, it explains the Law Commission’s proposed reforms for the unfair prejudice provision.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

30

Zetzsche, Dirk. Explicit and implicit system of corporate control: A convergence theory of shareholder rights. 2004.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

31

Huber, Wm Dennis. Corporate Law and the Theory of the Firm: Reconstructing Corporations, Shareholders, Directors, Owners, and Investors. Taylor & Francis Group, 2020.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

32

Huber, Wm Dennis. Corporate Law and the Theory of the Firm: Reconstructing Corporations, Shareholders, Directors, Owners, and Investors. Taylor & Francis Group, 2020.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

33

Huber, Wm Dennis. Corporate Law and the Theory of the Firm: Reconstructing Corporations, Shareholders, Directors, Owners, and Investors. Taylor & Francis Group, 2020.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

34

Huber, Wm Dennis. Corporate Law and the Theory of the Firm: Reconstructing Corporations, Shareholders, Directors, Owners, and Investors. Taylor & Francis Group, 2020.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

35

Deakin, Simon. Reversing Financialization. Oxford University Press, 2018. http://dx.doi.org/10.1093/oso/9780198805274.003.0002.

Der volle Inhalt der Quelle

Annotation:

The debate over corporate governance is skewed by the common misunderstanding that shareholders are the owners of companies, and are entitled to have them run in their interest. The legal model of the firm is more nuanced, seeing the corporation as a complex entity characterized by co-operation between the suppliers of capital and labour, with a co-ordinating role for management. The elevation of shareholder primacy as a focal point for corporate strategy over recent decades is the result of government deferring to financial interests in the making of rules governing takeovers and board structure. Reversing financialization, and the negative impact it is having on social cohesion and innovation, will require a new legislative framework for corporate governance, with a greater role for employee voice and a reorientation of investment priorities.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

36

Sikka, Prem. Corporate Governance and Family-owned Companies. Oxford University Press, 2018. http://dx.doi.org/10.1093/oso/9780198805274.003.0005.

Der volle Inhalt der Quelle

Annotation:

It is often claimed that the ownership structure and the close involvement of family members alleviates agency problems and gives them a long-term orientation compared to a corporation with dispersed shareholding and control. Through a case study relating to the demise of BHS, one of the biggest UK retailers, the chapter probes these claims. BHS was an epitome of shareholder capitalism. It was owned and controlled by Sir Philip Green and his family. The control enabled the Green family to extract large amounts of cash from BHS through dividends and complex intragroup transactions, with virtually no questions from board members, regulators or auditors. The flawed corporate governance of BHS inflicted considerable hardship on other stakeholders. The demise of BHS should encourage reflections on the claims (agency theory) that an alignment of the interests of shareholders and directors somehow leads to better governance and socially responsible management.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

37

Lichtenstein, Nelson. Tribunes of the Shareholder Class. University of Illinois Press, 2017. http://dx.doi.org/10.5406/illinois/9780252037856.003.0005.

Der volle Inhalt der Quelle

Annotation:

This chapter focuses on the book The Modern Corporation and Private Property, published in August 1932 by Adolf Berle and Gardiner Means. The book instantly became a controversial classic, provided an ideological rationale for New Deal planning, consumer activism, labor organizing, and financial regulation of the large corporation and by extension of all American capitalism. Berle and Means argued that America's two hundred largest corporations, which then controlled one-third of the national wealth, had themselves abridged the fundamentals of a liberal capitalist order. Berle and Means were not Brandeisian “small is beautiful” trustbusters. Something more fundamental was wrong in that the immense power of those who ran America's largest corporations was essentially unfettered, not only by the state but also by those who were their ostensible masters: the shareholder themselves.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

38

Rock, Edward. Institutional Investors in Corporate Governance. Herausgegeben von Jeffrey N. Gordon und Wolf-Georg Ringe. Oxford University Press, 2015. http://dx.doi.org/10.1093/oxfordhb/9780198743682.013.23.

Der volle Inhalt der Quelle

Annotation:

This chapter examines the role of institutional investors in corporate governance and whether regulation is likely to encourage them to become active stewards. It considers the lessons that can be learned from the US experience for the EU’s 2014 proposed amendments to the Shareholder Rights Directive. After reviewing how institutional investors fit within the historical evolution of finance, the chapter documents the growth in institutions equity holdings over time. It explains how institutional investors are governed and organize share voting before turning to two competing hypotheses to account for the relative passivity of institutional investors: the excessive regulation and the inadequate incentives hypotheses. In evaluating these hypotheses, it reviews the results of the SEC’s attempt to incentivize mutual funds to vote their shares. The chapter concludes by highlighting the role of hedge funds in catalyzing institutional shareholders, along with some of the risks associated with such highly incentivized actors.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

39

Prentice, Daniel D. The theory of the firm: Minority shareholder oppression : sections 459-461of the Companies Act 1985. Oxford University Press, 1988.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

40

Penrose, Jago. The Theory of the Growth of the Firm. Oxford University Press, 2017. http://dx.doi.org/10.1093/oso/9780198753940.003.0011.

Der volle Inhalt der Quelle

Annotation:

This chapter comprises a description of Edith’s influential book, The Theory of the Growth of the Firm, how it came to be written, and its main arguments. It is often called revolutionary. She showed that the human resources required for the management of change are tied to the individual firm and so are internally scarce. As management tries to make the best use of the resources available, a ‘dynamic’ interacting process occurs which encourages growth but limits the rate of growth. The book was an important step towards modern, liberally minded management concepts, developing the resource-based and knowledge-based perspective, and ultimately including the theory of stakeholding, in which the interests of employees, customers, and the community count alongside those of shareholder owners.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

41

Gerner-Beuerle, Carsten, und Michael Anderson Schillig. Comparative Company Law. Oxford University Press, 2019. http://dx.doi.org/10.1093/oso/9780199572205.001.0001.

Der volle Inhalt der Quelle

Annotation:

This book provides an exposition of company law from a comparative perspective. It analyses important policy issues in the area of company law, including the emergence and nature of the business corporation, EU company law, incorporation and corporate representation, agency problems in the firm, rights of stakeholders and shareholders, minority shareholder protection in corporate control transactions, legal capital, and piercing the corporate veil, as well as corporate insolvency and restructuring law. The book’s main focus is the law of public and private companies in the common law sense (the law of partnerships is referred to and taken into account as necessary). The book’s analysis encompasses the corporate laws of the US, the UK, Germany, and France, as well as the legislative measures adopted by the EU and the relevant case law of the Court of Justice of the EU. It includes edited and, where necessary, translated extracts from leading company case law. The cases are discussed and interpreted in the context of the national and European regulatory frameworks and in light of economic and legal theory, as well as legal history.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

42

Davies, Paul. Control Shifts via Share Acquisition Contracts with Shareholders (Takeovers). Herausgegeben von Jeffrey N. Gordon und Wolf-Georg Ringe. Oxford University Press, 2015. http://dx.doi.org/10.1093/oxfordhb/9780198743682.013.28.

Der volle Inhalt der Quelle

Annotation:

This chapter examines the regulatory issues that arise when there is an offer to acquire shares directly from one or more shareholders of a company such that control of that company shifts to the acquirer. It begins with a comparison between control shifts implemented by contract and corporate transactions which produce the same result. It identifies three principal areas where contract may need to be supplemented by takeover-specific rules arising out of the coordination costs of target shareholders, powers of target management, and agency costs of non-controlling shareholders. It then considers how takeover regulation could be fashioned so as to promote efficient and discourage inefficient transfers of control. The chapter concludes by focusing on the choices actually made in four countries: Japan, Germany, UK, and the United States.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

43

Llewellyn, David T. Conversion from Stakeholder Value to Shareholder Value Banks. Herausgegeben von Jonathan Michie, Joseph R. Blasi und Carlo Borzaga. Oxford University Press, 2017. http://dx.doi.org/10.1093/oxfordhb/9780199684977.013.39.

Der volle Inhalt der Quelle

Annotation:

There is merit in having a diversity of ownership structures in a financial sector and mutuals and similar ownership models have a substantial contribution to make to diversity. The chapter considers the arguments in the UK in favour of conversion of mutuals to shareholder value institutions and reviews the outcomes. They are shown to have been largely bogus and have been found to be irrelevant. Members of converting institutions voted for conversion because the ‘windfalls’ implied an inter-generation transfer of wealth from previous and potentially future members to the current cohort. Comparison is made between the UK and other European countries with regard to conversions: in most other European countries such conversions are impossible because residual net worth is regarded as being held in perpetuity within the institution rather than a saleable asset owned by the current cohort of members.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

44

Guthrie, Graeme. A new broom. Oxford University Press, 2017. http://dx.doi.org/10.1093/acprof:oso/9780190641184.003.0011.

Der volle Inhalt der Quelle

Annotation:

Rival management teams compete in the market for corporate control for the right to manage shareholders’ assets. The benefit that shareholders receive from this competition depends on the strength of the board of directors. The board affects the outcome directly due to its role during the takeover process and indirectly due to its role beforehand when it specifies the golden parachutes that the incumbent management team receives when a change in management occurs. This chapter uses the takeover of Anheuser-Busch by the global brewer InBev, and the sweeping changes that followed, to introduce the market for corporate control. It explains how a firm’s shareholders can benefit from performance improvements made well after they have sold their shares, as well as how they can benefit even if a takeover never takes place.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

45

Guthrie, Graeme. Overseeing the unseeable. Oxford University Press, 2017. http://dx.doi.org/10.1093/acprof:oso/9780190641184.003.0003.

Der volle Inhalt der Quelle

Annotation:

A wide separation of ownership and control causes managers’ interests to diverge from those of shareholders. The asymmetry of information between a firm’s board and its managers gives managers the means to behave in ways that benefit themselves if they choose to do so. This chapter uses two episodes in the history of Yahoo to explain the potential for conflict between managers and shareholders, starting with attempts to raise capital when Yahoo was in its infancy and the fact that the managers owned the entire firm meant there was no conflict. The second episode involves Microsoft’s attempt to acquire Yahoo in 2008, when the founders’ much smaller ownership stake led to accusations that the firm’s management was not working in shareholders’ best interests.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

46

Guthrie, Graeme. Hiding high pay. Oxford University Press, 2017. http://dx.doi.org/10.1093/acprof:oso/9780190641184.003.0006.

Der volle Inhalt der Quelle

Annotation:

This chapter uses pay in the home construction industry during the recent housing boom and bust to illustrate the second of the two competing theories that economists use to understand executive compensation: the managerial power hypothesis. According to this theory, boards at some firms have such weak bargaining positions that the only constraint on executive pay is the prospect of shareholder outrage. The theory’s central prediction is that weak boards and strong CEOs combine to find ways to pay executives that reduce the threat of shareholder outrage. This chapter develops this prediction and demonstrates its ability to explain observed pay practices that have the effect of camouflaging high pay levels.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

47

Goshen, Zohar, und Assaf Hamdani. Majority Control and Minority Protection. Herausgegeben von Jeffrey N. Gordon und Wolf-Georg Ringe. Oxford University Press, 2015. http://dx.doi.org/10.1093/oxfordhb/9780198743682.013.25.

Der volle Inhalt der Quelle

Annotation:

This chapter examines legal issues concerning majority control and minority protection in firms with concentrated ownership governance structures, with particular emphasis on the tradeoff between the goals of protecting minority shareholders and allowing controllers to pursue their vision and how corporate law should balance these conflicting goals. Focusing primarily on Delaware corporate law, it suggests that holding a control block allows majority shareholders to pursue their idiosyncratic vision in the manner they see fit, even against minority investors’ objections. Idiosyncratic vision refers to the subjective value that entrepreneurs attach to their business idea or vision, and this chapter considers its role in the value of control. It also discusses the perils of asymmetric information and differences of opinion, as well as the risk of agency costs for minority investors.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

48

Callaghan, Helen. Contestants, Profiteers, and the Political Dynamics of Marketization. Oxford University Press, 2018. http://dx.doi.org/10.1093/oso/9780198815020.001.0001.

Der volle Inhalt der Quelle

Annotation:

When two parties quarrel, the third rejoices, according to a well-known proverb. This book highlights the role of rejoicing “profiteers” in political efforts to expand market-based competition. Marketization appears puzzling if it is conceptualized as a political struggle between the established incumbents and their challengers, or between producers and consumers. Challengers and consumers often lack the resources to overcome barriers to market entry, and collective action problems afflict both groups. Why, then, do incumbents fail to protect their turf? The present book resolves this puzzle by casting light in a new direction, toward those who profit from a contest while remaining above the fray. The rejoicing band of profiteers grows alongside the arena of competition. Once the suppliers of market support services have established themselves on the sidelines of a contest, they accumulate resources that help them expand that arena further. Political struggles surrounding the gradual marketization of corporate control in Britain, Germany, and France from the 1860s onward provide empirical illustration. The book maps and analyzes the path-dependent evolution of support for shareholder rights relating to takeover bids among key interest groups, including managers, creditors, shareholders, and takeover service providers, as well as among political parties. By comparing the self-reinforcing and self-undermining policy feedback of market-enabling and market-restraining rules, it helps explain why market containment is an uphill struggle, while market expansion becomes easier with time.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

49

(Editor), Jennifer Carpenter, und D. Yermack (Editor), Hrsg. Executive Compensation and Shareholder Value - Theory and Evidence (The New York University Salomon Center Series on Financial Markets and Institutions). Springer, 1998.

Den vollen Inhalt der Quelle finden

APA, Harvard, Vancouver, ISO und andere Zitierweisen

50

Buchholtz, Ann K., Jill A. Brown und Kareem M. Shabana. Corporate Governance and Corporate Social Responsibility. Herausgegeben von Andrew Crane, Dirk Matten, Abagail McWilliams, Jeremy Moon und Donald S. Siegel. Oxford University Press, 2009. http://dx.doi.org/10.1093/oxfordhb/9780199211593.003.0014.

Der volle Inhalt der Quelle

Annotation:

Corporate governance is concerned with holding the balance between economic and social goals and between individual and communal goals. The corporate governance framework is there to encourage the efficient use of resources and equally to require accountability for the stewardship of those resources. This article outlines the relationship between corporate governance and corporate social responsibility (CSR). It begins by examining the role of corporate governance in creating value for shareholders. It focuses on the actions of the corporation and the board toward its shareholders and other stakeholders, i.e., how corporate governance serves or fails to serve their interests. It covers the assumptions that underlie theories of corporate governance and the expected outcomes of various board structures and compositions. It then examines the state of corporate democracy, the issue of accountability, and key legislation relative to corporate governance.

APA, Harvard, Vancouver, ISO und andere Zitierweisen

Bücher zum Thema „Shareholder’s theory“

Geben Sie eine Quelle nach APA, MLA, Chicago, Harvard und anderen Zitierweisen an