The Role of Disclosure in Closing Going Private Deals.

2020 ◽  
Author(s):  
Pietro A. Bianchi ◽  
Miguel Minutti-Meza ◽  
Matthew Phillips ◽  
Maria Vulcheva
Keyword(s):  
Going Private

The SEC’s Impact on the Federalization of Corporate Governance—A Traditional Perspective

2018 ◽  
Author(s):  
Marc I. Steinberg
Keyword(s):  
Corporate Governance ◽  
Mergers And Acquisitions ◽  
Insider Trading ◽  
Securities And Exchange Commission ◽  
Outside Directors ◽  
Tender Offers ◽  
Going Private ◽  
Rule Making

This chapter examines, from a traditional perspective, several areas where the Securities and Exchange Commission (SEC) has impacted corporate governance in a meaningful way. By way of example, these subjects include insider trading, qualitative materiality, the role of gatekeepers (such as outside directors, attorneys, and accountants), the Commission’s use of disclosure to influence conduct, the implementation by subject companies of undertakings pursuant to SEC enforcement proceedings, and mergers and acquisitions (including tender offers and going-private transactions). This chapter’s focus is on the manner in which the SEC for well over 50 years has impacted corporate governance by means of exercising its rule-making and oversight authority.

scholarly journals Le droit des valeurs mobilières et le retour des compagnies publiques au statut de compagnie privée

2005 ◽  
Vol 20 (3) ◽  
pp. 539-582
Author(s):  
Robert Alain
Keyword(s):  
The United States ◽  
Company Law ◽  
Securities Market ◽  
Policy Statement ◽  
Full Disclosure ◽  
Going Private ◽  
Securities Law ◽  
Policy Statements ◽  
Business Purpose

This article examines the « going private » phenomenon as it has developed in the United States and Canada over the past few years as well as its implications for Quebec law. « Going private » transactions involve different means of corporate reorganization that allow a few controlling shareholders to eliminate, without adequate compensation, most other shareholders from further participation in a corporate body. Such transactions are of interest to those who study company law or securities law as the methods employed often go beyond the spirit of both. The author attempts to demonstrate the role each can play in preventing abuses of minority rights. Corporate law, while ensuring majority rule, seeks to protect individual shareholders while securities law has developed to avoid the manipulation of individual shareholders in transactions involving securities. The author believes that « going private » should take place only if full disclosure of the aims of the controlling group have been given to the minority, if there is a valid business purpose for going private and if the eliminated shareholders are treated fairly. Examples of these criteria are to be found in recent American, Canadian and Quebec jurisprudence as well as in the policy statements of the Securities Exchange Commission and the Ontario Securities Commission. These are analysed in relation to present Quebec law. The author suggests that the Quebec Securities Commission should adopt a policy statement on « going private » similar to that of the OSC. This would be a better means of ensuring that the Quebec Securities Commission fulfill its role of promoting investor protection and an efficient securities market.

GOING PRIVATE RESTRUCTURING: THE ROLE OF INSIDER TRADING

1996 ◽  
Vol 23 (5-6) ◽  
pp. 779-806 ◽  
Author(s):  
Robert Kaestner ◽  
Feng-Ying Liu
Keyword(s):  
Insider Trading ◽  
Going Private

Role of dactinomycin in the improved survival of children with Wilms' tumor

JAMA ◽  
1966 ◽  
Vol 195 (12) ◽  
pp. 1005-1009 ◽  
Author(s):  
D. J. Fernbach
Keyword(s):  
Wilms Tumor

Role of the allergist in diagnosis and management of patients with uveitis

JAMA ◽  
1966 ◽  
Vol 195 (3) ◽  
pp. 167-172 ◽  
Author(s):  
T. E. Van Metre
Keyword(s):  
Diagnosis And Management

The power of norms to sway fused group members

2018 ◽  
Vol 41 ◽  
Author(s):  
Winnifred R. Louis ◽  
Craig McGarty ◽  
Emma F. Thomas ◽  
Catherine E. Amiot ◽  
Fathali M. Moghaddam
Keyword(s):  
Evolutionary Anthropology ◽  
Normative Systems ◽  
Violent Extremism ◽  
Identity Fusion ◽  
Group Members

AbstractWhitehouse adapts insights from evolutionary anthropology to interpret extreme self-sacrifice through the concept of identity fusion. The model neglects the role of normative systems in shaping behaviors, especially in relation to violent extremism. In peaceful groups, increasing fusion will actually decrease extremism. Groups collectively appraise threats and opportunities, actively debate action options, and rarely choose violence toward self or others.

Elaborating the role of reflection and individual differences in the study of folk-economic beliefs

2018 ◽  
Vol 41 ◽  
Author(s):  
Kevin Arceneaux
Keyword(s):  
Decision Making ◽  
Individual Differences ◽  
Cognitive Processes ◽  
Evolutionary History ◽  
Behavioral Responses ◽  
History Of ◽  
Economic Beliefs

AbstractIntuitions guide decision-making, and looking to the evolutionary history of humans illuminates why some behavioral responses are more intuitive than others. Yet a place remains for cognitive processes to second-guess intuitive responses – that is, to be reflective – and individual differences abound in automatic, intuitive processing as well.

The role of affect in feelings of obligation

2020 ◽  
Vol 43 ◽  
Author(s):  
Stefen Beeler-Duden ◽  
Meltem Yucel ◽  
Amrisha Vaish
Keyword(s):  
Positive Emotions ◽  
The Creation ◽  
Sense Of Obligation

Abstract Tomasello offers a compelling account of the emergence of humans’ sense of obligation. We suggest that more needs to be said about the role of affect in the creation of obligations. We also argue that positive emotions such as gratitude evolved to encourage individuals to fulfill cooperative obligations without the negative quality that Tomasello proposes is inherent in obligations.

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