Academic literature on the topic 'Corporate law'

This article is the first chapter of the second edition of “The Anatomy of Corporate Law: A Comparative and Functional Approach”, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, HidekiKanda and Edward Rock (Oxford University Press, 2009). The book as a whole provides a functional analysis of Corporate (or Company) Law in Europe, the U.S., and Japan. Its organization reflects the structure of Corporate Law throughout all jurisdictions, while individual capitals explore the diversity of jurisdictionalapproaches to the common issues of Corporate Law. In its second edition, the book has been significantly revised and expanded.<br>Este artículo es el primer capítulo de la segunda edición de The Anatomy of Corporate Law: A Comparative and Functional Approach, por Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda y Edward Rock (Oxford University Press, 2009). El libro como un todo provee un análisis funcional del Derecho Corporativo (o Societario) en Europa, Estados Unidos y Japón. Su organización refleja la estructura del Derecho Corporativo a lo largo de todas las jurisdicciones, mientras que los capítulos individuales exploran la diversidad de los enfoques de distintas jurisdicciones a los problemas comunes del Derecho Corporativo. En su segunda edición, el libro ha sido significativamente revisado y expandido.

Corporations have emerged as key actors on the international plane challenging the prevalence of the sovereign State as the basic block of the international legal order. Not only does the economic power of corporate entities outstrip that of certain States, but also corporations are increasingly assuming functions comparable to those of States as a result of the trend of privatization. It is for this reason that calls for the direct regulation of corporations by virtue of international law have proliferated. The creation of international law obligations binding directly on corporations is thought to be a credible means of securing compliance of corporate conduct with fundamental rules of the international legal order. The question then becomes how corporate obligations fit within the predominantly State-centric framework of international law. An examination of corporate obligations under international law has to proceed on a number of levels. If international law is found to be applicable to corporations, then one needs to ascertain the conditions necessary for the emergence of corporate obligations. The next level is an ontological one, namely an examination of the sources of potential corporate obligations under positive international law resulting in the affirmation or negation of the creation of corporate obligations. The attitude of States towards corporate obligations as it transpires from the examination of the sources speaks to the normative concerns underlying the whole endeavor to envelop corporations in the international legal order. The final level of analysis is structural. Assuming that international law gives rise to obligations binding directly on corporations, one has to question the scope and structure of performance of these obligations as compared to the respective obligations of States.

Investment in the corporate venture may sometimes be a risky venture for the minority shareholders. Apart from the business risk of the undertaking, there is also the risk of disagreement within the corporate organization. The interests of minority shareholders has often been made virtually worthless by the machinations of those in control of the corporation. They are often deprived of any income from the corporation either in the form of dividends or salary, they are not allowed any effective voice in the business decisions and they are denied any information about corporate affairs. Often, they are eventually eliminated from the corporation at a fraction of the real value of their interests. Conflicts of interests which exist or develop among the shareholders constitute a threat to the success of the venture. In the absence of protective mechanisms, control is in the hands of the holders of the majority of the corporation's voting shares. While remedies do exist in the law for problems which arise unexpectedly, much could be done at the inception of the business venture to reduce the possibility of conflicts of interests arising. Careful planning in the initial periods of the incorporation of the corporate organization will do-much to reduce the risk to investors and provide them with a structure for their relationships. However, even detailed planned and constructed contractual mechanisms do not always take care of the wide variety and forms which the suppression of minority interests may take. The contractual arrangements may be inadequate to take care of unforeseen future contingencies. Corporate law and the statutory provisions play active role roles here. By providing the statutory remedies, the law enables minority shareholders to either prevent the threat or rectify the abuse of corporate power. But most of these corporate law remedies are surrounded with procedural requirements and other technicalities which may diminish their utility as protective weapons available to the minority shareholders. The purpose of this work is to examine the adequacy of the statutory protections available to the minority shareholders vis-a-vis the private contractual mechanisms which also protect their interests. This study will develop its lines of enquiry by considering the leading schools of thought in corporate law. These schools are the traditional legal view and the economic approach to corporate law. While the traditional approach supports state intervention in the corporate affairs either by regulation or the facilitation of shareholder litigation, the economic approach views the corporation as founded on private contract where the role of the state is limited to enforcing contracts entered into by the participants in the intra corporate contract. Notwithstanding the adoption of contractual mechanisms by the shareholders and the development of the economic approach to corporate law with emphasis on the dynamics of the market forces which align the interests of management with that , of shareholders, this study suggests that minority shareholders still need the protection afforded by the statutes.<br>Law, Peter A. Allard School of<br>Graduate

Univ., Diss.--London, 2001.<br>Formerly CIP. Includes bibliographical references (S. [341] - 351) and index. Introduction : consistency of principle in corporate insolvency -- The creditors' bargain and the collectivity of the liquidation regime -- The authentic consent model : justifying the collective liquidation regime -- The pari passu principle and its relationship with other methods of insolvency distribution -- The priority of secured credit -- Administrative receivership and the floating charge -- Administration -- The wrongful trading provisions -- Adjusting transactions involving distressed companies.

This thesis is a culmination of a research of a particular branch of Corporate Law, which has grown in several major parts of civilized jurisdictions. The thrust of the study was to evaluate the past, present and the future of a particular type of action known in Corporate Law under the umbrella of shareholder remedies - the 'Derivative Action' with emphasis to develop the law in one jurisdiction profiting from another. The research thus reveals how, when and where the so called action originated, the initial effects these actions had on the corporate world including shareholders, companies and related persons natural or juristic. Though much has been written by way of books, treatises and articles and several researches have dealt with the common topic shareholder remedies in its broad perspect, there is no separate study carried out on this topic in its global context with a comparative focus. This study has therefore given me the drive, initiative and courage to look at the conceptual view or the macro view of the so called 'Derivative Action' with of course special emphasis on the Australian and Sri Lankan jurisdictions in its micro aspects. This, I believe is the first time anyone has undertaken such a task. The study thus travels through distant roads of common law action to the statutory form of the action in the relevant jurisdictions and finds it driving with much purpose in jurisdictions such as Australia and Sri Lanka which are both in the transitional era from the common law action to the statutory action. The research is based on the collection of material namely, case law - Australian, Sri Lankan and international on the matters in issue, Legal treatises on the subject matter local and international, Law reform material - Australian, Sri Lankan and international on the topic, Bills and Statutes available on the topic in Australia, Sri Lanka and other countries. I have met resource personnel with regard to Law Reform in several jurisdictions on the matters in issue and visited the Australian Stock Exchange and the Colombo Stock Exchange. The research findings depend mainly on the electronic data available in addition to resources available at the University of Canberra, the Australian National University, Colombo Law Library, The Colombo Law Society Library and the Sri Lanka Supreme Court Judges' Chambers Library and the Sri Lanka Attorney General's Department Library. Visits to the McGill University in Montreal, Canada and the corporate law sector in New Zealand, including Universities and Law Offices in Christchurch and Auckland too has helped me considerably in the process. Review of the literature of the proposed statutory Derivative Action in Australia and the proposed statutory Derivative Action in Sri Lanka, are based mainly on; Enforcement of the duties of directors and officers of a company by means of a statutory derivative action (Report No. 12) Companies and Securities Law Review Committee. (November 1990.), Corporate Practices and the Rights of Shareholders (Report of the House of Representatives Standing Committee on Legal and Constitutional Affairs) Parliament of the Commonwealth of Australia. (November 1991.), Report on A Statutory Derivative Action Companies and Securities Advisory Committee. (July 1993.), Corporate Law Economic Reform Program (CLERP) Proposal Paper No 3 (1997), the CLERP draft legislative provisions (1998), Australian case law on the application of the common law Derivative Action, both in the High Court and in individual States and Australian articles on Derivative Action as a common law remedy and on the introduction of the statutory action. In the Sri Lankan context, the proposals in Sri Lanka for the statutory Derivative Action and the case law in Sri Lanka on the application of the common law remedy has been referred to. Other literature include, material available on the Canadian formula of Derivative Action, including Statutes, Rules, case law, articles and other relevant data, material available on the Derivative Actions in the United States, material available in New Zealand on Derivative Actions, material available in England on Derivative Actions, namely on the common law approach, case law, articles, Bills, Rules and other connected material, Statutes on Derivative Actions in other jurisdictions at present and Hong Kong proposals for a statutory Derivative Action, to name some. The aforesaid material and the review of the same have assisted the study as follows: -To place the past, present and the future of the common law Derivative Action. -Examine the objectives of the Derivative Action. -The operation of the common law aspects of the action. -The benefits of the statutory form of the action. -Experiences of other countries in the recent past on the subject. -The Australian reform process presently underway. -The best experiences in Australia with regard to case law. -To evaluate whether the remedy should be limited to fraud on the minority or whether it should be extended further even to negligence. -How best Sri Lanka could benefit from the Australian formula of the statutory form of the action. -To evaluate whether the proposed model of the statutory action in Sri Lanka is adequate in view of the Australian and other accepted formulae on the subject. -Whether the common law action should be expressly abolished in Sri Lanka. -Consider the possible introduction of the best methods to Sri Lanka. Finally, the research speaks for itself the need for a statutory Derivative Action for Sri Lanka in the future, to be an improvement on the Canadian, New Zealand and Australian models. The research findings, especially in its conclusions and recommendation in Chapter 8, will no doubt help to improve the proposed statutory Derivative Action in Sri Lanka in a small way.

Thesis (Ph. D.)--Massachusetts Institute of Technology, Dept. of Economics, 2005.<br>Includes bibliographical references.<br>In the first essay, we investigate which provisions, among a set of twenty-four governance provisions followed by the Investor Responsibility Research Center (IRRC), are correlated with firm value and stockholder returns. Based on this analysis, we put forward an entrenchment index based on six provisions - four "constitutional" provisions that prevent a majority of shareholders from having their way and two "takeover readiness" provisions that boards put in place to be ready for a hostile takeover. We find that increases in the level of this index are monotonically associated with economically significant reductions in firm valuation, as measured by Tobin's Q. We present suggestive evidence that the entrenching provisions cause lower firm valuation. We also find that firms with higher level of the entrenchment index were associated with large negative abnormal returns during the 1990-2003 period. Furthermore, we find that the provisions in our entrenchment index fully drive the correlation, identified by prior work, that the IRRC provisions in the aggregate have with reduced firm value and lower stock returns during the 1990s. We find no evidence that the other eighteen IRRC provisions are negatively correlated with either firm value or stock returns during the 1990-2003 period. The second essay investigates the effect the imposition of mandatory disclosure in 1964 on over-the-counter firms had on stock volatility, stock returns and stock synchronicity. This study finds that mandatory disclosure is associated with both a dramatic reduction in the volatility of OTC stock returns and with OTC stocks enjoying positive abnormal returns.<br>(cont.) The third essay investigates whether the empirical evidence favors state competition for corporate incorporations. The essay concludes that the existing empirical evidence does not favor state competition. Moreover, data on incorporation choices made by firms supports this conclusion. States with wealth-reducing state antitakeover statutes are not penalized in the market for incorporations. The fourth essay addresses whether dispersion of ownership in the United States can be explained by the U.S. having a strong corporate and securities legal regime. The essay concludes that dispersion of ownership cannot be so explained.<br>by Frank Allen Ferrell.<br>Ph.D.

This dissertation consists of three essays which examine topics at the intersection of law and finance. The first essay investigates the role of regulatory sanctions and reputational damage in financial markets. We study the impact of the announcement of enforcement of financial and securities regulation by the UK’s financial regulators on the market price of penalized firms. We find that reputational sanctions are very real: their stock price impact is on average almost 9 times larger than the financial penalties imposed. Furthermore, reputational losses are confined to misconduct that directly affects parties who trade with the firm (such as customers and investors). In the second essay we analyze the costs and benefits associated with secured creditor control in bankruptcy. We do it by studying the highly contested practice of UK pre-packs, where a deal to sell the business is agreed before publicly entering into bankruptcy. Contrary to widespread criticism that this procedure leads to collusion, we find no evidence of exploitation of conflict of interests and we find that it preserves the value of the business and maximizes recovery in circumstances in which a public announcement of bankruptcy would destroy value. In small businesses where secured creditors are concentrated the benefits of their control seem to outweigh the costs. Finally, in the last essay we examine whether mandatory shareholder voting prevents wealth destruction in corporate acquisitions. We study the UK setting where all large transactions must have shareholder approval. We observe that such Class 1 transactions always get consent. Nevertheless, there is a striking difference between the performance of acquirers between Class 1 and other transactions. The finding is most pronounced for transactions in a narrow neighbourhood of the size threshold, and is robust to a large set of controls for confounding effects.

The subject of this thesis is the operation of corporate insolvency law in post-colonial India. Indian corporate insolvency law has been widely condemned as dysfunctional, critics complaining of extreme delays and a series of associated harms to creditors in the disposal of formal proceedings. Surprisingly little is known, however, about why the law has ‘failed’ creditors in this way - why the law operates as it does. That is the question that motivates this thesis. The thesis reports the results of an in-depth study of the introduction and development of India’s two principal insolvency procedures for corporate debtors: liquidation (under the Companies Act 1956) and rescue (under the Sick Industrial Companies (Special Provisions) Act 1985, for industrial companies). The most significant contribution made by the thesis is the reporting of new evidence of the influence of judges on the development of these two insolvency procedures over time, drawn from an original analysis of a large body of Indian case law. This evidence suggests that the role of the courts (or more specifically, the role of judges) has been significantly underestimated in previous attempts to explain the demise of corporate insolvency law in post-colonial India.