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Corporate Governance

Author : Jonathan R. Macey
ISBN : 0691148023
Genre : Business & Economics
File Size : 39. 84 MB
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Even in the wake of the biggest financial crash of the postwar era, the United States continues to rely on Securities and Exchange Commission oversight and the Sarbanes-Oxley Act, which set tougher rules for boards, management, and public accounting firms to protect the interests of shareholders. Such reliance is badly misplaced. In Corporate Governance, Jonathan Macey argues that less government regulation--not more--is what's needed to ensure that managers of public companies keep their promises to investors. Macey tells how heightened government oversight has put a stranglehold on what is the best protection against malfeasance by self-serving management: the market itself. Corporate governance, he shows, is about keeping promises to shareholders; failure to do so results in diminished investor confidence, which leads to capital flight and other dire economic consequences. Macey explains the relationship between corporate governance and the various market and nonmarket institutions and mechanisms used to control public corporations; he discusses how nonmarket corporate governance devices such as boards and whistle-blowers are highly susceptible to being co-opted by management and are generally guided more by self-interest and personal greed than by investor interests. In contrast, market-driven mechanisms such as trading and takeovers represent more reliable solutions to the problem of corporate governance. Inefficient regulations are increasingly hampering these important and truly effective corporate controls. Macey examines a variety of possible means of corporate governance, including shareholder voting, hedge funds, and private equity funds. Corporate Governance reveals why the market is the best guardian of shareholder interests.

Corporate Governance

Author : Jonathan R. Macey
ISBN : 9781400829781
Genre : Law
File Size : 67. 65 MB
Format : PDF, ePub, Docs
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Even in the wake of the biggest financial crash of the postwar era, the United States continues to rely on Securities and Exchange Commission oversight and the Sarbanes-Oxley Act, which set tougher rules for boards, management, and public accounting firms to protect the interests of shareholders. Such reliance is badly misplaced. In Corporate Governance, Jonathan Macey argues that less government regulation--not more--is what's needed to ensure that managers of public companies keep their promises to investors. Macey tells how heightened government oversight has put a stranglehold on what is the best protection against malfeasance by self-serving management: the market itself. Corporate governance, he shows, is about keeping promises to shareholders; failure to do so results in diminished investor confidence, which leads to capital flight and other dire economic consequences. Macey explains the relationship between corporate governance and the various market and nonmarket institutions and mechanisms used to control public corporations; he discusses how nonmarket corporate governance devices such as boards and whistle-blowers are highly susceptible to being co-opted by management and are generally guided more by self-interest and personal greed than by investor interests. In contrast, market-driven mechanisms such as trading and takeovers represent more reliable solutions to the problem of corporate governance. Inefficient regulations are increasingly hampering these important and truly effective corporate controls. Macey examines a variety of possible means of corporate governance, including shareholder voting, hedge funds, and private equity funds. Corporate Governance reveals why the market is the best guardian of shareholder interests.

Corporate Governance

Author : Jonathan R. Macey
ISBN : 0691129991
Genre : Business & Economics
File Size : 32. 37 MB
Format : PDF, ePub, Docs
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"A refreshing look at corporate governance that resonates in the real world. For example, Macey argues that so-called 'independent' directors are not really as independent as they appear and explains why the handpicked members of the boards of directors of publicly held companies often are more attentive to managers' interests than to shareholders' interests. Macey points out that there is something wrong with a corporate-governance system that regularly allows ostensibly independent corporate directors to refuse to permit shareholders to decide for themselves when to sell their own companies. Macey does an excellent job of explaining the legal and political problems that give too much power to incumbent managers and not enough to shareholders and free markets."--Carl Icahn "Macey's book is must reading for any serious student of corporate governance. He brings his usual keen analyses and fresh insights to a field where unexamined received wisdom and advocacy of me-too 'best practices' have too often been the norm."--John F. Olson, senior partner at Gibson, Dunn & Crutcher LLP "The ambition and achievement of this work is dazzling. Macey leaves no stone unturned in his penetrating examination of the system of American corporate governance. The book will doubtless be an important contribution to the longstanding debate over how best to support the bedrock role that the public corporation plays in the American economy."--Ronald J. Daniels, University of Pennsylvania "Intriguing, provocative, and readable. One comes away from this book with a good sense of why the institutions of corporate governance are not always what they seem, and why politics plays too large a role in the choice of what to embrace and what to shun. The existing literature on corporate governance is enriched by this book."--Donald C. Langevoort, Georgetown University "This book is important, interesting, and argumentative. It is wonderfully useful for bringing us up to date with how theory applies to an important set of issues and what those issues say about theory. "Corporate Governance" will be valuable to many readers, from faculty to students, from journalists to directors, from those who like the system we have to those who are critical of it, and from those who agree with the author and those who don't!"--Peter A. Gourevitch, coauthor of "Political Power and Corporate Control"

The Death Of Corporate Reputation

Author : Jonathan Macey
ISBN : 9780133039719
Genre : Business & Economics
File Size : 22. 24 MB
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Why did the financial scandals really happen? Why are they continuing to happen? In The Death of Corporate Reputation, Yale's Jonathan Macey reveals the real, non-intuitive reason, and offers a new path forward. For over a century law firms, investment banks, accounting firms, credit rating agencies and companies seeking regular access to U.S. capital markets made large investments in their reputations. They treated customers well and sometimes endured losses in transactions or business deals in order to sustain and nurture their reputations as faithful brokers and “gate-keepers.” This has changed completely . The existing business model among leading participants in today’s capital markets no longer treats customers as valued clients whose trust must be earned and nurtured, but as one-off “counter-parties” to whom no duties are owed and no loyalty is required . The rough and tumble norms of the market-place have replaced the long-standing reputational model in U.S. finance. This book describes the transformation in American finance from the old reputational model to the existing laissez faire model and argues that the change came as a result of three factors: (1) the growth of reliance on regulation rather than reputation as the primary mechanism for protecting customers and (2) the increasing complexity of regulation, which made technical expertise rather than reputation the primary criterion on which customers choose who to do business with in today’s markets ; and (3) the rise of the “cult of personality” on Wall Street, which has led to a secular demise in the relevance of companies’ reputations and the concomitant rise of individual “rain-makers” reputation as the basis for premium pricing of financial services. This compelling book will drive the debate about the financial crisis and financial regulation for years to come -- both inside and outside the industry.

Comparative International Management

Author : Niels Noorderhaven
ISBN : 9781317756255
Genre : Business & Economics
File Size : 49. 34 MB
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The use of comparisons to explain, analyze and understand social and economic phenomena is recognized as a valuable social science tool. This textbook deals with the differences in management and organization between nations and their effects on multinational enterprises. In comparing management practice across the world, the authors cover themes such as national cultures, diversity and globalization. Students are guided through the key business disciplines, providing a broad introduction to the field and including truly global coverage. With student and instructor friendly resources such as chapter summaries, mini-case scenarios, larger case studies and power-point slides, this book is core reading for students of international business and international management.

Guide To Passing The Psi Real Estate Exam

Author : Lawrence Sager
ISBN : 0793188342
Genre : Business & Economics
File Size : 81. 53 MB
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This new edition provides the latest and most comprehensive information available to help students prepare for the PSI Real Estate Exam. Based on the PSI Examination Content Outline, this text offers more questions and answers than any other PSI book. Highlights: * Over 800 exam-style questions with rationales pinpoint subjects that require additional review. * Six practice exams--3 salesperson, 2 broker, and 1 math--help students prepare for the actual exam. * Content aligned with PSI exam outline. * Matching review quizzes help students focus on key terms.

Come Home America

Author : William Greider
ISBN : 9781594868160
Genre : History
File Size : 49. 78 MB
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Asserts that America is straying from its democratic ideals and faltering in a rapidly globalized world community, and challenges policies that are based on a priority of making America "number one" in the world while examining the economic and politicalforces that have brought about contemporary problems.

Corporate Governance Regulation

Author : Nicholas V. Vakkur
ISBN : 9781118496367
Genre : Business & Economics
File Size : 34. 17 MB
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Why U.S. corporate governance regulation has lost its way, and what must be done to improve it Modern history persuasively demonstrates the inexorable link that binds comprehensive regulation to the global economy. This important book, rather than simply recount a litany of corporate governance failures, persuasively explains why, despite policymakers' best intentions, regulation has failed in the modern era. An objective study intended for a diverse readership, Corporate Governance Regulation unveils the underlying, root causes of regulatory failure. The result: A compelling and original analysis, broadly suited for a global audience of all backgrounds. Written by published, subject-area experts, the authors carefully delineate how U.S. corporate governance regulation, beginning with Sarbanes Oxley, lacks an adequate rational basis, as may be attributed to a non-existent policy dialogue The witnessed result: A conspicuous lack of regulatory efficacy, enormous costs, coupled with paltry benefits The focus is upon reigniting a stalled, non-productive policy dialogue, by eschewing stale, overly-polemicized arguments, as needed to develop a common ground Drawing from an eclectic, analytic framework, governance experts Nicholas Vakkur and Zulma Herrera offer both the professional and global citizen alike a multi-dimensional understanding of issues critical to global economic health. Nuanced and persuasively argued, Corporate Governance Regulation represents a formidable catalyst in the elusive, ongoing quest for global economic stability.

The Eu Issuer Disclosure Regime

Author : Gaëtane Schaeken Willemaers
ISBN : 9789041133946
Genre : Business & Economics
File Size : 62. 19 MB
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The issuance of equity via government-regulated capital markets is an important source of corporate finance. This is an opinion endorsed by many influential policymakers and authors, many of whom add, however, that over-regulation can undermine competitive advantage and thus a nation's economic growth. The author of this provocative book sets out to show that the tendency towards 'more disclosure' that is usually the immediate regulatory response to financial market crises may be misconceived; what is required, she contends, is a thoughtful search for the true objectives of disclosure - the most advantageous (for all) cost-benefit analysis of any proposed regulatory path. In this book she provides just such a search and analysis, using as a springboard the 'disclosure and transparency agenda' started with the EU Financial Services Action Plan of 1999. In an examination that is at once critical, comparative and interdisciplinary, the book discusses the stated objectives of the EU issuer-disclosure regime - principally about retail investor protection - and then goes on to identify objectives that can actually be met in practice, i.e. market efficiency and corporate governance. The author concludes by drawing concrete policy and regulatory implications, along the way covering such aspects and ramifications of the regime as the following: ; the need for retail investor protection; the relevance of education programmes for retail investors and of their involvement in the law-making process; ; the importance of behavioural researches; market efficiency and its impact on the performance of the economy; the concepts of 'relative' as opposed to 'perfect' market efficiency; shareholders' engagement in corporate affairs; the importance of more sophisticated market actors; the addressees of the issuer-disclosure regime; reducing, where possible, the costs for issuers to enter European regulated markets; the importance of the investor-investment firm (or other financial intermediary) relationship; content, level and format of issuer-disclosure; quality of issuer-disclosure; the importance of enforcement of disclosure requirements, including a proper civil liability regime in case of violation of the EU issuer-disclosure regime; and the importance of complementary substantive rules. In its defence of the power of market forces as regulatory means, and its clear argument that market finance should be seen at a minimum as a useful complement to bank credit and other financing sources, this important book can claim a privileged space in the debate over the role of disclosure requirements in securities regulation.

Challenging Boardroom Homogeneity

Author : Aaron A. Dhir
ISBN : 9781316298275
Genre : Law
File Size : 73. 19 MB
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The lack of gender parity in the governance of business corporations has ignited a heated global debate, leading policymakers to wrestle with difficult questions that lie at the intersection of market activity and social identity politics. Drawing on semi-structured interviews with corporate board directors in Norway and documentary content analysis of corporate securities filings in the United States, Challenging Boardroom Homogeneity empirically investigates two distinct regulatory models designed to address diversity in the boardroom: quotas and disclosure. The author's study of the Norwegian quota model demonstrates the important role diversity can play in enhancing the quality of corporate governance, while also revealing the challenges diversity mandates pose. His analysis of the US regime shows how a disclosure model has led corporations to establish a vocabulary of 'diversity'. At the same time, the analysis highlights the downsides of affording firms too much discretion in defining that concept. This book deepens ongoing policy conversations and offers new insights into the role law can play in reshaping the gendered dynamics of corporate governance cultures.

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