The Federalization of Corporate Governance


Book Description

This book focuses on the federalization of corporate governance in the United States from both historical and contemporary perspectives. Although the states traditionally have regulated the sphere of corporate governance - encompassing the relations among and between the subject corporation, its directors, its officers, its stockholders, and other stakeholders - federal law today impacts the governance of publicly-traded companies to a greater degree than ever before in U.S. history. This book discusses the evolution and development of corporate governance from a federal law perspective from the commencement of the twentieth century to the present. It examines the tension between state company law and federal law, analyzes the federal historical developments, explains the ramifications of the federal legislation enacted during the past two decades, and recommends corrective measures that should be implemented. The book accordingly provides an original, historical, and contemporary analysis of the federalization of corporate governance - a subject that impacts this country's economic well-being in a very fundamental way.




Comparative Corporate Governance


Book Description

This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism.




Hedge Fund Activism


Book Description

Hedge Fund Activism begins with a brief outline of the research literature and describes datasets on hedge fund activism.




The Oxford Handbook of Corporate Law and Governance


Book Description

Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.




Shareholder Democracy


Book Description

This book offers a succinct, practical guide for understanding what some have referred to as shareholder democracy--efforts to facilitate and increase shareholder voting power within the corporation. In the past few years there has been a surge in shareholder activism that has had a profound impact on the corporation. Shareholders and other activists have sought to increase shareholders' voting power within the corporation based largely on the belief that increasing shareholder power will increase director and officer accountability, thereby helping to curb corporate misconduct and improve corporate performance. However, there is intense debate regarding whether increased shareholder power can achieve such objectives and whether increased shareholder power will negatively impact the corporation. This book is the first to provide a concise, but comprehensive look at the various ways in which shareholders have sought to enhance their voting power and influence within the corporation. In addition to examining shareholder activism, this book highlights and analyzes the debate regarding the propriety of increased shareholder power. This book also analyzes the impact of recent developments aimed at facilitating shareholder power such as majority voting, say on pay, and proxy access. This book will serve as a useful tool not only for those who desire a straight-forward analysis of shareholder rights and activism, but also for those seeking a reference guide on an issue of growing importance to corporate law and corporate governance.




Corporations


Book Description

This book is an accessible text for a Corporation law course and one readily adaptable to a Business Associations course. The clear, accessible narrative that students love is now everywhere, not just in selected sections. A new and updated online companion site includes Power Points, class outlines, quizzes and other materials. The second edition includes key updates on cases and legal concepts, including Citizens United, Dodd-Frank and say-on-pay. The "other entities" materials are flexible so professors can customize, large or small.




Corporate Secretary's Answer Book


Book Description

The Corporate Secretary's Answer Book is the only comprehensive, single-volume reference to address the specific tasks corporate secretaries face on a daily basis in a Q&A format. Every topic is conveniently listed for easy reference with an index organized by commonly used terms. With all of this valuable "know-how" located within one volume, corporate secretaries will be able to find the best way to proceed with any particular matter, quickly and confidently. The Corporate Secretary's Answer Book also includes sample forms and checklists that offer step-by-step guidance to completing each phase of the corporate secretary's duties throughout the year, especially under Sarbanes-Oxley, including: Conduct of Shareholder Meeting Guidelines - Annual Meeting Script - Minutes of Incentive Committee Meeting - Establishing a Special Litigation Committee of the Board - Audit Committee Charter - Corporate Governance Listing Standards - Corporate Governance Guidelines - Corporate Disclosure - and much more!




The Rise of the Working-Class Shareholder


Book Description

When Steven Burd, CEO of the supermarket chain Safeway, cut wages and benefits, starting a five-month strike by 59,000 unionized workers, he was confident he would win. But where traditional labor action failed, a novel approach was more successful. With the aid of the California Public Employees’ Retirement System, a $300 billion pension fund, workers led a shareholder revolt that unseated three of Burd’s boardroom allies. In The Rise of the Working-Class Shareholder: Labor's Last Best Weapon, David Webber uses cases such as Safeway’s to shine a light on labor’s most potent remaining weapon: its multitrillion-dollar pension funds. Outmaneuvered at the bargaining table and under constant assault in Washington, state houses, and the courts, worker organizations are beginning to exercise muscle through markets. Shareholder activism has been used to divest from anti-labor companies, gun makers, and tobacco; diversify corporate boards; support Occupy Wall Street; force global warming onto the corporate agenda; create jobs; and challenge outlandish CEO pay. Webber argues that workers have found in labor’s capital a potent strategy against their exploiters. He explains the tactic’s surmountable difficulties even as he cautions that corporate interests are already working to deny labor’s access to this powerful and underused tool. The Rise of the Working-Class Shareholder is a rare good-news story for American workers, an opportunity hiding in plain sight. Combining legal rigor with inspiring narratives of labor victory, Webber shows how workers can wield their own capital to reclaim their strength.




Beyond Shareholder Value


Book Description

This timely and engaging book examines how maximizing shareholder value has played a dominant role in corporate governance over recent decades, and analyzes the resulting effect on share prices in the stock markets. Alongside the rise in corporate power and deepening economic inequality, the author investigates corporate law reform as a corrective remedy.