After Enron: Improving Corporate Law and Modernizing Securities Regulation in Europe and the US by John Armour and Joseph A McCahery [Hart Publishing, Oxford and Portland Oregon, 2006, 718 pp, $65.00, ISBN: 1841135313 (p/bk)]

2008 ◽  
Vol 57 (1) ◽  
pp. 244-245 ◽  
Author(s):  
Stelios Andreadakis
Keyword(s):  
Corporate Law ◽  
Securities Regulation ◽  
The Us

Private and Public Enforcement of Securities Regulation

2015 ◽  
Author(s):  
Howell E. Jackson ◽  
Jeffery Y. Zhang
Keyword(s):  
Financial Stability ◽  
Regulatory Reform ◽  
Banking Regulation ◽  
Securities Regulation ◽  
Public Enforcement ◽  
Valuation Effects ◽  
Cross Listing ◽  
The Us ◽  
Private And Public ◽  
The Impact

This chapter examines the impact of private and public enforcement of securities regulation on the development of capital markets. After a review of the literature, it considers empirical findings related to private and public enforcement as measured by formal indices and resources, with particular emphasis on the link between enforcement intensity and technical measures of financial market performance. It then analyses the impact of cross-border flows of capital, valuation effects, and cross-listing decisions by corporate issuers before turning to a discussion of whether countries that dedicate more resources to regulatory reform behave differently in some areas of market activities. It also explores the enforcement of banking regulation and its relationship to financial stability and concludes by focusing on direct and indirect, resource-based evidence on the efficacy of the US Securities and Exchange Commission’s enforcement actions.

Commercial Law: Corporate Law, Securities Regulation, and Antitrust

2018 ◽  
Author(s):  
Eyal Zamir ◽  
Doron Teichman
Keyword(s):  
Theoretical Analysis ◽  
Bounded Rationality ◽  
Market Competition ◽  
Corporate Law ◽  
Securities Regulation ◽  
Behavioral Analysis ◽  
Commercial Law ◽  
Irrational Behavior ◽  
Retail Investors ◽  
Key Issues

This chapter critically surveys the behavioral analysis of commercial law. It begins by examining the preliminary question of whether bounded rationality can persist in well-functioning, highly competitive markets. As the theoretical analysis and empirical evidence demonstrate, irrational behavior is present even in such settings. The chapter goes on to discuss the implications of behavioral analysis for key issues within corporate law, securities regulation, and antitrust law. These include the ramifications of managers’ overconfidence and passive boards; the bounded rationality of retail investors; and the effect of behavioral phenomena on market competition. The chapter concludes with discussion of the critiques leveled against the behavioral analysis of commercial law.

Empirical Studies of Corporate Law and Governance

2017 ◽  
Author(s):  
Michael Klausner
Keyword(s):  
Corporate Governance ◽  
Empirical Studies ◽  
The United States ◽  
Corporate Law ◽  
Empirical Literature ◽  
Related Literature ◽  
Takeover Defenses ◽  
The Us ◽  
Governance Quality ◽  
The Impact

This chapter examines the empirical literature on corporate law and governance in the United States. Four areas of the US corporate governance literature are discussed: (i) state competition to produce corporate law, (ii) independent boards, (iii) takeover defenses, and (iv) the use of corporate governance indices. The chapter concludes that these areas of research reflect varying degrees of success. The literature on state competition has been a major success. We know much more in this area as a result of empirical analysis in this area than we did on the basis of theory alone. At the other extreme is the literature on takeover defenses and the related literature that uses governance indices as measures of governance quality. Those empirical literatures are plagued by misunderstandings of how takeovers and takeover defenses work, and many results are therefore not as informative as they appear to be. In between is the literature on the impact of an independent board. Here, empiricists faced perhaps insurmountable challenges in proving causation, but nonetheless exposed informative associations.

An Examination of the Relevance of the Codification and Application of the American Business Judgment Rule to Nigerian Corporate Law

2020 ◽  
Vol 64 (3) ◽  
pp. 373-397
Author(s):  
Wiseman Ubochioma
Keyword(s):  
Comparative Analysis ◽  
Corporate Law ◽  
Duty Of Care ◽  
American Business ◽  
Legal Regime ◽  
Business Decisions ◽  
Business Judgment Rule ◽  
Statutory Duty ◽  
The Us

AbstractThe business judgment rule is an ancient doctrine that was developed in the US. It seeks to prevent courts from reviewing directors’ decisions, on the basis that directors have the capacity and expertise to make business decisions. This article examines the desirability of applying the US business judgment rule in Nigeria. Through a comparative analysis, it argues that the peculiarities of Nigeria's corporate law and environment do not justify the application of the rule. More specifically, it contends that differences in the legal regime for derivative suits, standards of duty of care and skill, corporate law culture, and the distinct epoch in which the business judgment rule and the duty of care and skill were recognized in the US, make its application unnecessary in Nigeria. It concludes that the current statutory duty of care and skill should be retained to hold directors accountable for reckless business decisions.

Part II The Transatlantic Dialogue, 4 The Parallel System—The United States

2021 ◽  
Author(s):  
Jordan Cally
Keyword(s):  
United States ◽  
The United States ◽  
Parallel System ◽  
Securities Regulation ◽  
International Capital Markets ◽  
Playing Field ◽  
Market Participants ◽  
The Us ◽  
Integrated Or ◽  
International Aspects

This chapter evaluates securities regulation in the United States. For a variety of reasons, domestic US securities regulation has served as a model to the world, either directly or through its influence in international standard setting. The parallel system, however, has not been exported and so remains a somewhat unique aspect of US law, and based on the concept of the foreign private issuer (FPI), appears firmly entrenched. Going forward, it is possible that the domestic and international aspects of US markets may become more integrated, or at least coordinated. Calls for greater EU-style deference to home country regulation for non-US issuers and market participants would certainly simplify, and perhaps undermine, the US parallel system. There is no doubt as to the decline of US hegemony in regulation of international capital markets. Within the United States, level playing field arguments continue to surface, sometimes in surprising ways.

scholarly journals The Influence of ‘Say on Pay’ on Excessive Executive Compensation in the UK and the US

2021 ◽  
Vol 14 (4) ◽  
pp. 71
Author(s):  
Zhe Wang ◽  
Yunjie Wu
Keyword(s):  
Executive Compensation ◽  
Corporate Law ◽  
Ongoing Debate ◽  
Income Gap ◽  
Say On Pay ◽  
Executive Remuneration ◽  
The Us ◽  
Core Issue ◽  
The Uk ◽  
And Control

Along with the separation of ownership and control in modern companies, the agency problem between shareholders and managers has become a core issue in corporate law. In recent decades, there was a trend of increasing executive compensation in many countries, which led to shareholders’ dissatisfaction and social concerns about the income gap. Since directors did not effectively solve the problem of excessive executive remuneration, many countries introduced the advisory shareholder vote on the remuneration report (‘Say on Pay’). It is a new mechanism that allows shareholders to vote on executive remuneration. After it was first introduced in the UK, many other countries including the US adopted ‘Say on Pay’ to relieve the problem of excessive executive remuneration. However, there is an ongoing debate about whether ‘Say on Pay’ has a meaningful influence on excessive executive compensation. Some believe that shareholder voting results lead directors to create better executive remuneration plans. Others argue that ‘Say on Pay’ contributes little to solving this problem. It is therefore essential to analyse the effects of ‘Say on Pay’ on solving the excessive executive remuneration problem in the UK and the US. This essay will analyse several arguments related to the influence of ‘Say on Pay’ on excessive executive compensation in order to demonstrate the reasons why ‘Say on Pay’ contributes little to solving the excessive executive remuneration problem in the UK and the US.

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