Demutualisation of Stock Exchanges in India: The Corporate Governance Chapter

2014 ◽  
pp. 241-256
Author(s):  
Sandeep Goel
Keyword(s):  
Corporate Governance ◽  
Stock Exchanges

An Evolutionary Process—The Federalization of Corporate Governance

2018 ◽  
Author(s):  
Marc I. Steinberg
Keyword(s):  
Corporate Governance ◽  
Historical Perspective ◽  
Evolutionary Process ◽  
Stock Exchanges ◽  
Federal Law ◽  
Sarbanes Oxley

This chapter provides an overview regarding the federalization of corporate governance as an evolutionary process. From this perspective, the chapter examines both state and federal law that impact corporate governance. As the chapter explains, from a historical perspective, the states emerged as the primary regulator of corporate governance. Today, Delaware has emerged as the preeminent state where publicly-held corporations elect to incorporate. Nonetheless, federal law, even from a traditional perspective, impacted corporate governance, such as the SEC’s shareholder proposal rule adopted over 75 years ago. With the enactment of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act of 2010, SEC rules adopted under the authority of these statutes, and the emergence of stricter substantive listing requirements mandated by the national stock exchanges, federal law principles are now firmly established.

Transformations of Self-Regulation and New Public Regulations in the Field of Swiss Corporate Governance (1985-2002)

2007 ◽  
Vol 3 (2) ◽  
Author(s):  
Andre Mach ◽  
Gerhard Schnyder ◽  
Thomas David ◽  
Martin Lupold
Keyword(s):  
Corporate Governance ◽  
Self Regulation ◽  
Legal Framework ◽  
Stock Exchanges ◽  
Private Governance ◽  
Proxy Voting ◽  
New Public ◽  
Long Time ◽  
Accounting Rules ◽  
Takeover Bids

Switzerland was for a very long time characterised by a strong tradition of self-regulation by private actors in the economic sphere rather than by an extensive and detailed legal framework. This is particularly true in the field of corporate governance and more precisely visible in the Stock Corporation Law, the supervision of the stock exchanges and accounting rules. Due to very lax legal rules, mechanisms of "private governance" complemented the minimal legal framework in these three fields. Over the last twenty or so years, these mechanisms of self-regulation have nonetheless undergone profound change. In fact, private self-regulation has been incrementally formalised and replaced by more specific public regulations in five important fields: the transferability of shares, proxy-voting by banks, takeover bids, supervision of the stock exchanges and accounting rules. Due to changes in the international context, to the shifting preferences of important economic actors, and to the emergence of new actors (institutional investors and accountants), the legal framework of Swiss corporate governance has been reformed in a significant way.

Corporate governance, accounting transparency and stock exchange sizes in Germany, Japan and «Anglo-Saxon» economies, 1870–1950

2019 ◽  
Vol 64 (2) ◽  
pp. 157-186
Author(s):  
Leslie Hannah
Keyword(s):  
New York ◽  
Corporate Governance ◽  
Stock Exchange ◽  
Civil Law ◽  
Corporate Bond ◽  
Stock Exchanges ◽  
Anglo Saxon ◽  
Legal Rules ◽  
Legal Origins ◽  
The Us

AbstractModern discussions of corporate governance have focused on convergence of «varieties of capitalism», particularly the recent «Americanisation» of laws and voluntary codes in Germany, Japan, and other civil law countries. However German and Japanese legal and business historians have suggested that corporate governance, accounting transparency or other favourable factors in their countries were historically a match for – or even superior to – those in the US. An alleged consequence was deeper penetration by the Berlin and Tokyo stock exchanges of their domestic economies than of the US by the New York Stock Exchange (NYSE), using measures such as market capitalization/GDP ratios. This paper reviews the classic Rajan and Zingales data on the sizes of stock exchanges. It concludes that the evidence for Japanese historical precocity relative to the US, after the necessary allowance is made for regional stock exchanges and corporate bond finance, stands up better to this closer examination than that for Germany.Many financial historians now agree that stock exchange development was not historically determined by legal origins («Anglo-Saxon» common vs Euro-Japanese civil law), though today it appears to be driven by legal rules protecting shareholders and/or bondholders and limiting directorial autocracy and information asymmetry. However, both today and historically in some cultures private order rules (voluntary codes, bourse listing requirements, bankers as trusted intermediaries, block-holder monitoring, etc) offered substitute protections, or at least complemented protective laws. This paper reviews the plausibility of these determinants of historical stock exchange sizes – and others that have been neglected – in Japan, Germany, and elsewhere, before 1950.

scholarly journals Social responsibility of a stock exchange: Corporate governance at Borsa Istanbul

2020 ◽  
Vol 7 (1) ◽  
pp. 72-82
Author(s):  
A. Can Inci
Keyword(s):  
Corporate Governance ◽  
Social Responsibility ◽  
Financial Institution ◽  
Stock Exchange ◽  
Stock Exchanges ◽  
Successful Implementation ◽  
Market Participants ◽  
Good Corporate Governance ◽  
Call Auction ◽  
Positive Engagement

Accentuated intraday volatility and uncertainty leads to mispricing, inefficiency, and the potential unfair treatment of some market participants. As an important financial institution, the stock exchange is required to find mechanisms to reduce volatility for good corporate governance and for social responsibility. In this paper, one such mechanism, closing call auction, is explored in the actively traded industrials sector of the emerging Borsa Istanbul. Evidence of the successful implementation of the mechanism is provided. Volatility decreases and efficiency of the prices increases after the implementation of the closing call auction. The exchange executives’ positive engagement in good corporate governance is documented and is suggested to other stock exchanges as a social responsibility instrument.

scholarly journals The impact of corporate governance legislation on the market for corporate ownership

2008 ◽  
Vol 6 (1) ◽  
pp. 138-146
Author(s):  
Joseph Canada ◽  
Tanya Benford ◽  
Vicky Arnold ◽  
Steve G. Sutton
Keyword(s):  
Corporate Governance ◽  
Corporate Control ◽  
Stock Exchanges ◽  
Corporate Ownership ◽  
Managerial Control ◽  
Corporate Structure ◽  
Corporate Scandals ◽  
Traditional Markets ◽  
The Face ◽  
The Impact

Over the past few years, the number of corporate scandals and failures throughout the world has escalated, prompting new legislation designed to enhance corporate governance. While the efforts to legislate corporate governance policies are designed to protect the public interest, they have altered the relationship between shareholders and management (Canada et al. 2008). Rather than be subjected to new corporate governance requirements, many companies have indicated an interest in not being traded on the various stock exchanges and have chosen to alter their corporate structure. The purpose of this study is to examine how a company‟s decision to shift corporate ownership and/or corporate control in the face of new corporate governance legislation and regulatory requirements can alter the traditional markets for ownership and control. In order to examine this issue, the paper first develops a typology for predicting the type of organizational restructuring that might occur. This typology incorporates factors from prior research and disentangles the market for ownership from the market for corporate control. The typology is then used as a basis for an in-depth examination of an organization whose corporate structure changed in response to mandated changes in corporate governance. The results provide evidence that corporate governance legislation can potentially induce incumbent management to voluntarily compete in the market for ownership, notwithstanding the associated exposure in the market for managerial control

The Impact of Stock Exchange Rules on the Federalization of Corporate Governance

2018 ◽  
Author(s):  
Marc I. Steinberg
Keyword(s):  
Corporate Governance ◽  
Government Regulation ◽  
Stock Exchange ◽  
Codes Of Ethics ◽  
Stock Exchanges ◽  
Significant Component ◽  
Board Committees ◽  
Governance Practices ◽  
Nominating Committees ◽  
The Impact

This chapter focuses on the important role that the national stock exchanges play in the federalization of corporate governance. Responding to federal legislative and SEC directives and, at times, acting on their own initiative, the stock exchanges have promulgated meaningful rules that comprise a significant component of the corporate governance landscape. Although technically not government regulation, the national stock exchanges play a central role in the enhancement of sound corporate governance practices and policies. Examples include the emphasis by the exchanges on independent directors, board committees (including audit, compensation, and nominating committees), and corporate codes of ethics. Hence, when addressing the federalization of corporate governance, stock exchange regulation is to be given prominent status.

Corporate Governance in the Canadian Resource and Energy Sectors

2015 ◽  
Author(s):  
Janis Sarra ◽  
Vivian King
Keyword(s):  
Corporate Governance ◽  
Audit Committee ◽  
Oil And Gas ◽  
Energy Sector ◽  
Stock Exchanges ◽  
Corporate Boards ◽  
Board Diversity ◽  
Governance Practices ◽  
The Subject ◽  
Insight Into

This article reports the results of a qualitative empirical study of the corporate governance practices of 23 resource and energy sector firms in Canada. The authors examine public disclosure and other documents filed by subject firms in each ofthe oil and energy, oil and gas trust, precious metal and forestry sectors and compare the firms' governance practices against ten indicia of effective governance advocated by regulators and stock exchanges. The working hypothesis ofthe article is that due to the global scope of the subject sectors, the sample firms may be better developed than, or have unique qualities compared to, firms in other sectors. The authors conclude that the sample firms perform reasonably well against the ten indicia. However there are significant sectoral differences.The authors note nearly all subjects have adopted codes of corporate conduct and an overall commitment to comply with new, more rigorous audit committee standards. Weaknesses include a lack of board diversity as one indicator of board independence, lack of formalized continuing education and uneven evaluation processes for corporate boards. Although this study provides insight into Canadian resource and energy sector governance practices, the authors note the need to dedicate more resources to developing consistent and independent standards to use as benchmarks in evaluating corporate governance practices.

scholarly journals Corporate Governance Reforms in Continental Europe

2007 ◽  
Vol 21 (1) ◽  
pp. 117-140 ◽  
Author(s):  
Luca Enriques ◽  
Paolo Volpin
Keyword(s):  
United States ◽  
Corporate Governance ◽  
Fundamental Problem ◽  
The United States ◽  
Stock Exchanges ◽  
The United Kingdom ◽  
Corporate Scandal ◽  
The World ◽  
Corporate Governance Reforms ◽  
Governance Reforms

The fundamental problem of corporate governance in the United States is to alleviate the conflict of interest between dispersed small shareowners and powerful controlling managers. The fundamental corporate governance in continental Europe and in most of the rest of the world is different. There, few listed companies are widely held. Instead, the typical firm in stock exchanges around the world has a dominant shareholder, usually an individual or a family, who controls the majority of the votes. In this essay, we begin by describing the differences in the ownership structure of companies in the three main economies of continental Europe—Germany, France, and Italy—with comparisons to the United States and the United Kingdom. We next summarize the corporate governance issues that arise in firms with a dominant shareholder. We take a look at a major European corporate scandal, Parmalat, as an extreme example of investor expropriation in a family-controlled corporation. We outline the legal tools that can be used to tackle abuses by controlling shareholders. Finally, we describe the corporate governance reforms enacted by France, Germany, and Italy between 1991 and 2005 and assess the way in which investor protection in the three countries has changed.

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