The Market for Corporate Control in Japan

The Market for Corporate Control in Japan
Author: Enrico Colcera
Publisher: Springer Science & Business Media
Total Pages: 398
Release: 2007-09-04
Genre: Law
ISBN: 3540715886

This book analyzes the modern trend in the Japanese M and A market. It reveals from different perspectives the process of convergence to a new monitoring model of the corporation: "the market for corporate control". The book contains a systematic survey of all relevant economic and legal information in this field. Analysis of 17 recent cases of hostile takeover is presented.

Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition

Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition
Author: Lane
Publisher: Wolters Kluwer
Total Pages: 1588
Release: 2018-12-19
Genre: Corporate governance
ISBN: 1543805299

Representing Corporate Officers and Directors and LLC Managers, Third Edition (formerly titled Representing Corporate Officers, Directors, Managers, and Trustees) is a guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees. Following the repercussions of past corporate and accounting scandals, new legislation, rules, and standards by governmental bodies and society have greatly increased the focus on the responsibilities and liabilities of directors, officers, managers, and trustees. Increased SEC oversight, new NYSE and NASDAQ listing standards, new cybersecurity compliance guidance, new fiduciary and other duties, and new criminal penalties have all changed the landscape for those who control corporations. By logically laying out the steps to safe corporate governance, the analysis, cases, tables, and checklists guide the veteran and neophyte alike. Representing Corporate Officers and Directors and LLC Managers tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in today's harsh regulatory environment. It's the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on key aspects of this critically important area. This updated Third Edition thoroughly covers: Directors' duties of care and loyalty-- including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interest--with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside information-- plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities laws--including everything from overviews of the laws, the SEC, and securities themselves-- to jurisdiction, pleading, remedies, and defenses in securities cases... criminal penalties...and attorneys' responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insurance-- with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of an action...directors' and officers' liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offers--including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.

Public Policy Toward Corporate Takeovers

Public Policy Toward Corporate Takeovers
Author: Murray L. Weidenbaum
Publisher: Transaction Publishers
Total Pages: 200
Release:
Genre: Political Science
ISBN: 9781412832458

This volume examines critical issues in the debate over the effects' of the current wave of corporate takeovers. Media accounts are often sensational, but proposed public policy remedies need to be evaluated on the basis of more than simple rhetoric. The studies contained in this collection provide solid economic grounding for the debate. Public Policy Toward Corporate Takeovers is the result of extensive research sponsored by the Center for the Study of American Business and directed by Murray Weidenbaum; it examines key aspects of takeovers: the evolving regulatory role of the Antitrust Division, state versus federal authority over offensive and defensive takeover maneuvers, whether leveraged buyouts improve the firm's economic performance, and the validity of assertions about "entrenched" managements. The book also includes the views of the most publicized corporate raider, T. Boone Pickens. Balancing Pickens' highly favorable view of the value of hostile takeovers as a disciplining factor for subpar management performance is a chapter by David Ravenscraft of the Federal Trade Commission, who takes a long-term viewpoint and argues that the popular belief that takeovers create substantial efficiencies has not been borne out by the record. The overall findings do not fully support either side of the takeover controversy. The book presents both legal and economic perspectives, and suggests strategies for government policymakers as well as leaders of private enterprise.

Securities Regulation

Securities Regulation
Author: Marc I. Steinberg
Publisher: Law Journal Press
Total Pages: 1220
Release: 1984
Genre: Business & Economics
ISBN: 9781588520210

This book provides you with the guidance you need to protect your clients' confidential information while facing disclosure and liability concerns under the securities laws.

The Oxford Handbook of the Corporation

The Oxford Handbook of the Corporation
Author: Thomas Clarke
Publisher: Oxford University Press
Total Pages: 759
Release: 2019-02-21
Genre: Business & Economics
ISBN: 0191056839

The Oxford Handbook of the Corporation assesses the contemporary relevance, purpose, and performance of the corporation. The corporation is one of the most significant, if contested, innovations in human history, and the direction and effectiveness of corporate law, corporate governance, and corporate performance are being challenged as never before. Continuously evolving, the corporation as the primary instrument for wealth generation in contemporary economies demands frequent assessment and reinterpretation. The focus of this work is the transformative impact of innovation and change upon corporate structure, purpose, and operation. Corporate innovation is at the heart of the value-creation process in increasingly internationalized and competitive market economies, and corporations today are embedded in a world of complex global supply chains and rising state and state-directed capitalism. In questioning the fundamental purpose and performance of the corporation, this Handbook continues a tradition commenced by Berle and Means, and contributed to by generations of business scholars. What is the corporation and what is it becoming? How do we define its form and purpose and how are these changing? To whom is the corporation responsible, and who should judge the ultimate performance of corporations? By investigating the origins, development, strategies, and theories of corporations, this volume addresses such questions to provide a richer theoretical account of the corporation and its contested future.

Dangerous Dreamers

Dangerous Dreamers
Author: Robert Sobel
Publisher: Beard Books
Total Pages: 280
Release: 2000
Genre: Biography & Autobiography
ISBN: 9781587980299

The story of the perpetrators of some of the most dizzing and daring financial machinations.

Mergers and Acquisitions: Performance consequences

Mergers and Acquisitions: Performance consequences
Author: Simon Peck
Publisher: Taylor & Francis
Total Pages: 494
Release: 2002
Genre: Business & Economics
ISBN: 9780415226271

This set includes articles from the four main fields which have influenced the study of Mergers and Acquisitions: Economics, Finance, Strategic Management and Human Resource Management. Featuring the key papers by individuals who shaped the field, the collection presents these formative pieces in thematically grouped sections, including coverage of: * Perspectives on the modern business corporation and the role of mergers and acquisitions: historical, financial, strategic and management * Causes of mergers and acquisitions activity * Performance impact of mergers and acquisitions activity * Public policy and the corporation The set features a comprehensive index and original introductory material.

Corporate Governance and Corporate Finance

Corporate Governance and Corporate Finance
Author: Ruud A.I. van Frederikslust
Publisher: Routledge
Total Pages: 1313
Release: 2007-12-18
Genre: Business & Economics
ISBN: 1134136048

Ruud. A. I. van Frederikslust, Associate Professor of Finance, Rotterdam School of Management, Erasmus University Rotterdam James S. Ang, Bank of America Eminent Scholar, Professor of Finance, College of Business, The Florida State University Sudi Sudarsanam, Professor of Finance & Corporate Control, School of Management, Cranfield University Ruud. A. I. van Frederikslust, Associate Professor of Finance, Rotterdam School of Management, Erasmus University Rotterdam. He joined Rotterdam School of Management as Associate Professor of Finance 1984 from the Inter-University Graduate School of Management, The Netherlands, where he was Associate Professor of Finance. He is author of the work Predictability of Corporate Failure (Kluwer Academic Publishers). And editor in chief of the volume of collection: Mergers & Acquisitions (in Dutch) and of the volume Corporate Restructuring and Recovery (in Dutch) (Reed Elsevier LexisNexis). He has participated in the organizations of leading conferences in Europe and the USA and presented there also numerous research papers at the conferences. He has published in leading journals like the Multinational Finance Journal and the Journal of Financial Transformation. He was a member of the Board of the European Finance Association. James S. Ang, Bank of America Eminent Scholar, Professor of Finance, College of Business, Florida State University. He joined the College of Business, of Florida State University as a Professor of Finance in 1998 from Barnett Bank Chair Professor of Finance, Florida State University. His main areas of research interest are amongst others, in corporate restructuring, corporate governance and control. He has published extensively in leading academic journals like Journal of Corporate Finance, Journal of Financial Economics, Journal of Finance, The Bell Journal of Economics, Journal of Financial and Quantitative Analysis, Journal of Money, Credit and Banking, and The Review of Economics and Statistics. And he is a member (current and past) of the Editorial Board of several of these Journals. He is amongst others a member of the Board of Trustees of the Financial Management Association and formerly he was a member of the Board of Directors of the European Financial Management Association. Sudi Sudarsanam, Professor of Finance & Corporate Control, School of Management, Cranfield University. He joined Cranfield as Professor of Finance and Corporate Control on the 1 January 2000 from City University Business School where he was Professor of Finance and Accounting. His original commercial background was in banking and international trade finance. Sudi’s main areas of research interest are in corporate restructuring, mergers and acquisitions and corporate strategy, adopting a multidisciplinary approach. He is one of the leading authorities on mergers and acquisitions in Europe and author of The Essence of Mergers and Acquisitions (Prentice Hall), translated into five European and Asian languages. His recent book, Creating value from mergers and acquisitions: the challenges, an international and integrated perspective (FT Prentice Hall, 2003, pp613) has been widely acclaimed by both academics and practitioners and is considered a standard work on M & A. He has been a visiting professor at US and European business schools. He has been an expert commentator on mergers and acquisitions on radio and television and in the print media. Sudi has also published articles in top US and European journals on corporate restructuring, corporate governance and valuation of intellectual assets.