Impact of Contractual Rights on Preferred Stock Valuations in Delaware

2019 ◽  
Vol 38 (2) ◽  
pp. 92-102
Author(s):  
Gilbert E. Matthews
Keyword(s):  
Court Decisions ◽  
Venture Capitalists ◽  
Option Value ◽  
Fiduciary Duties ◽  
Preferred Stock ◽  
Going Concern ◽  
The Subject ◽  
The Common ◽  
Contractual Rights ◽  
The Impact

The rights and the value of preferred stock have been the subject of several Delaware court decisions. These decisions are particularly significant for understanding the importance of contractual rights as the defining attribute affecting the valuation of preferred stock. Directors' fiduciary duties are primarily to common shareholders, while obligations to preferred shareholders are primarily contractual. Preferred stocks' contractual rights, as interpreted in these decisions, directly affects the value of the preferred and the common. When common shareholders control the board, the impact on the preferred can be negative. The common may be adversely impacted when preferred shareholders, particularly venture capitalists, control the board. Some commentators have argued that, when going-concern value is less than the preferred's preference, common stockholders should be entitled to the option value of their shares.

scholarly journals Housing and living conditions of working youth in the plants of Buryat-Mongolian ASSR during the Great Patriotic War

2020 ◽  
pp. 86-93
Author(s):  
Anastasiya Nikolaevna Soboleva
Keyword(s):  
Living Conditions ◽  
Industrial Plant ◽  
The Social ◽  
Critical Problems ◽  
The Subject ◽  
The Common ◽  
The Republic ◽  
The Impact ◽  
Poor Nutrition ◽  
The City

The object of this research is the youth of Buryat-Mongolian ASSR as most active social group within the social structure of 1941 – 1945, which was the major source for replenishment of labor reserves. The subject of this research is the examination of core financial and social problems faced by the youth working at the defense industry plants of the republic. Special attention is given to analysis of the impact of wartime struggles and hardships upon household and food procurement. It is noted that shortage of housing, low salaries, insecure life, poor nutrition, deficit of clothing and footwear often led breach of employee discipline. The article explores the important vectors in the activity of Komsomol with regards to housing and living conditions, as well as various forms of financial and psychological incentives that promote adaptation of youth to working at the industrial plant. The scientific novelty consists in introduction into the scientific discourse of a number of previously unpublished source that were collected specifically for this research. As a result of the conducted research, it was established that working youth, who for the most part came from rural localities to the city, were put in quite difficult social and living conditions, experiencing critical problems in the process of adaptation; however, they accomplished significant labor achievements and made their contribution to the common Victory.

Cross-border ties in the light of the EU common market

2020 ◽  
Vol 8 (4) ◽  
pp. 187-205
Author(s):  
Łukasz Wróblewski
Keyword(s):  
Common Market ◽  
Border Regions ◽  
Cross Border ◽  
Production Factors ◽  
The Subject ◽  
The Common ◽  
Economic Ties ◽  
The Impact ◽  
European Regional ◽  
The Eu

Cross-border regional economic ties in the EU have been the subject of numerous studies across various academic fields. A special dose of attention, however, has been paid to the ties between the EU border regions. This is no doubt related to the intensification of European integration, in particular at the regional level. One source of particular impact on border regions is the economy of the common market. Surprisingly enough, this economy has not found its proper reflection in the research on border regions and their problems in the light of the broadly defined European regional studies. As a consequence, it is necessary to carry out an in-depth analysis of the literature on cross-border cooperation and economic integration in order to capture the impact of the single market on cross-border relations. The aim of this paper, therefore, is to analyze the economic determinants of cross-border economic ties between the EU regions. To this end, the text begins with an overview of (1) the key characteristics of the common market, followed by (2) the impact of market economics on the regional ties, with particular emphasis on the border regions. The problem has been illustrated on the basis of the Polish-German borderland. The conducted examinations indicate that the economic ties between border regions vary in intensity. At the same time, the vicinity of the border is often insufficient as a factor ensuring a high degree of intensity in the movement of production factors or business relations across the border. It is market mechanisms rather than the location on the border that comprise the primary determinant in this regard. The primary focus of this study is the movement of production factors. The methodology of this text has been based primarily on the analysis of the subject literature on the notions of market economics, optimum currency area, and the broadly defined European regional studies.

scholarly journals Impact of the Brazilian Accounting Pronouncements Committee’s New Guideline (OCPC 07) on the downsizing of companies’ Notes

2019 ◽  
Vol 30 (79) ◽  
pp. 58-72
Author(s):  
Edilene Santana Santos ◽  
Laura Calixto ◽  
Maira Ferreira Bispo
Keyword(s):  
Common Law ◽  
Civil Law ◽  
Equivalent Number ◽  
Disclosure Overload ◽  
The Subject ◽  
The Common ◽  
Methodological Approaches ◽  
The Impact ◽  
Big Four ◽  
Unique Study

ABSTRACT This article aims to assess the impact of the New Guideline of the Brazilian Accounting Pronouncements Committee (Comitê de Pronunciamentos Contábeis - OCPC 07) on improving formal features (size, readability, and specificity) of Brazilian companies’ Notes. OCPC 07 is one of the world’s first guidelines issued in response to the current demand for the downsizing of companies’ Notes, which according to standard setters and market agents have become too extensive, thus characterizing a disclosure overload. This is a unique study on the subject. The results suggest the effectiveness, although limited, of the new standard in promoting a departure from the habits of secrecy and formalism rooted in centuries of legal-accounting civil law tradition, and indicate that there is still room for complementary improvement initiatives in the form of incentives for firms and increased enforcement. Three complementary methodological approaches are used: (1) an analysis of both the evolution of note size after OCPC 07 and the factors explaining that size and its variation; (2) an examination of indicators of readability, conciseness, and specificity of the note on accounting policies; and (3) a size comparison of the Notes of Brazilian and British companies, a benchmark of the common law tradition. An average reduction of 10% in Note size was found two years after the introduction of Guideline (Orientação) 07 by the (OCPC 07). This downsizing was not generalized, but instead identified only among firms in the Novo Mercado and among those audited by two of the Big Four. Even in firms that reduced their notes by at least 20%, no significant improvements in readability levels could be perceived, nor in habits of copy-pasting the auditors’ templates, which could signal a focus on firms’ real practices in the note on accounting policies. Brazilian Notes remain far from the benchmark and are still 40% longer than British ones, despite an equivalent number of pages being expected.

scholarly journals A CRITICAL ANALYSIS OF THE PROPOSED CODIFICATION OF THE DUTIES OF CORPORATE DIRECTORS

2008 ◽  
Author(s):  
Rudolph Martin de Neijs
Keyword(s):  
South Africa ◽  
Critical Analysis ◽  
Common Law ◽  
Court Decisions ◽  
Fiduciary Duties ◽  
Statutory Law ◽  
The Common

In pursuance of the rectification of perceived shortcomings in the common law duties of directors, including inter alia the confusion and uncertainty among prospective and current directors concerning the degree of skill expected of them while carrying out their functions, the Department of Trade and Industry prepared a discussion draft of a proposed new Companies Act for South Africa, which, in contrast with the previous Companies Act, spelled out the duties of corporate directors. Following the discussion draft, a new Companies Bill was introduced in June 2008 in the spirit of the February 2007 bill regarding directors’ duties. In this article I shall attempt to outline the new statutory duties and other relevant sections and explain these duties as they are found in the Companies Bill. It should be stated that since the following discussion concerns proposed law not yet in force, no court decisions and very few academic articles are available to aid the interpretation thereof. The following interpretations are thus purely speculative and may differ from the ultimate interpretation that the court may give to these sections when applied. The interpretation of these sections can further not be aided by English statutory law, as the English statutory law only refers to fiduciary duties of directors and does not contain any specific criteria of care and skill by which a director’s conduct can be measured.

4. Promoters and pre-incorporation contracts

2016 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Common Law ◽  
Legal Aspects ◽  
Freedom Of Establishment ◽  
Fiduciary Duties ◽  
The Core ◽  
The Subject ◽  
The Common ◽  
A Company ◽  
Corporate Mobility

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on one area where the motives of ‘promoters’ (that is, those who form a company) are relevant to the legal aspects of certain activities carried out in the company’s name, especially when they enter into contracts for the company prior to its formal registration. After defining the term ‘promoter’, the chapter discusses the fiduciary duties of promoters and the range of remedies available to the company against a promoter who breaches his fiduciary duties. It then considers problems involving contracts entered into prior to incorporation and the common law position on such contracts. It also explains pre-incorporation contracts, deeds, and obligations under Section 51 of Companies Act 2006 before concluding with an analysis of the issue of corporate mobility in relation to the freedom of establishment.

4. Promoters and pre-incorporation contracts

2018 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Common Law ◽  
Legal Aspects ◽  
Freedom Of Establishment ◽  
Fiduciary Duties ◽  
The Core ◽  
The Subject ◽  
The Common ◽  
A Company ◽  
Corporate Mobility

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on one area where the motives of ‘promoters’ (that is, those who form a company) are relevant to the legal aspects of certain activities carried out in the company’s name, especially when they enter into contracts for the company prior to its formal registration. After defining the term ‘promoter’, the chapter discusses the fiduciary duties of promoters and the range of remedies available to the company against a promoter who breaches his fiduciary duties. It then considers problems involving contracts entered into prior to incorporation and the common law position on such contracts. It also explains pre-incorporation contracts, deeds, and obligations under Section 51 of Companies Act 2006 before concluding with an analysis of the issue of corporate mobility in relation to the freedom of establishment.

4. Promoters and pre-incorporation contracts

Company Law ◽  
2020 ◽  
pp. 51-62
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Common Law ◽  
Legal Aspects ◽  
Freedom Of Establishment ◽  
Fiduciary Duties ◽  
The Core ◽  
The Subject ◽  
The Common ◽  
A Company ◽  
Corporate Mobility

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on one area where the motives of ‘promoters’ (that is, those who form a company) are relevant to the legal aspects of certain activities carried out in the company’s name, especially when they enter into contracts for the company prior to its formal registration. After defining the term ‘promoter’, the chapter discusses the fiduciary duties of promoters and the range of remedies available to the company against a promoter who breaches his fiduciary duties. It then considers problems involving contracts entered into prior to incorporation and the common law position on such contracts. It also explains pre-incorporation contracts, deeds, and obligations under section 51 of Companies Act 2006 before concluding with an analysis of the issue of corporate mobility in relation to the freedom of establishment.

The Impact of Court Decisions on the Correctional Process

1974 ◽  
Vol 20 (2) ◽  
pp. 129-134 ◽  
Author(s):  
Sol Rubin
Keyword(s):  
Court Decisions ◽  
Administrative Discretion ◽  
Correctional Services ◽  
Correctional Programs ◽  
The Common ◽  
The Impact

This article challenges the common assertion by correctional administrators that court decisions impair the effectiveness of correctional programs by restricting the discretion of administra tors. On the contrary, most courts still maintain a "hands off" policy, allowing abuses to continue, to the detriment of the prisoners, probationers and parolees, and the correctional sys tems. Most decisions upholding the rights of prisoners, proba tioners, and parolees are resisted by administrators and have little restraining effect on administrative discretion. The power of administrators is great and, if exercised with sympathy to grievances, would improve rather than impair the effectiveness of correctional services.

scholarly journals Going concern in the financial reports of listed companies during the COVID-19 pandemic – the results of an empirical study

2021 ◽  
Vol 45 (3) ◽  
pp. 9-28
Author(s):  
Ewa Chrostowska ◽  
Katarzyna Koleśnik
Keyword(s):  
Stock Exchange ◽  
Financial Statements ◽  
Listed Companies ◽  
Research Approach ◽  
Financial Reports ◽  
Going Concern ◽  
Warsaw Stock Exchange ◽  
Sector Analysis ◽  
The Subject ◽  
The Impact

Purpose: The objective of this article is to assess how many entities have faced going concern problems and to identify what uncertainties may affect a going concern, especially during the COVID-19 pandemic. Methodology/research approach: The subject of the research was financial reports of com-panies listed on the main market of the Warsaw Stock Exchange in the following sectors: clothing and cosmetics, recreation and leisure, and transport and logistics. Thirty-three (out of 37) reports for the first half of 2020 were examined. We analysed the content of full ver-sions of the descriptive parts of financial statements, reports on the auditor’s review and management comment letters. Results: Nearly half of the surveyed entities that declared they were a going concern dis-closed going concern uncertainties. The pandemic affected the scope of disclosures present-ed in the reports. The variety of presentation styles and the selectivity of the place of the disclosure may hinder stakeholders when drawing conclusions. Research limitations/implications: Only three sectors were examined, and the sector analysis was conducted only in listed companies with complete and available reports. We analysed half-yearly reports that were reviewed by statutory auditors. The reports were analysed early in the pandemic. The article may be an inspiration for further research, including comparative research, in companies from the same and other sectors. The issue is vital, all the more so as the impact of the pandemic may change over time. Originality/Value: The article is a practical study of going concern disclosures during the pandemic. The study reveals the multifaceted nature and complexity of the issues related to continuation assessment.

Main Directions of UK and EU Immigration Policy

2011 ◽  
pp. 100-113
Author(s):  
T. Andreeva
Keyword(s):  
International Relations ◽  
Immigration Policy ◽  
Immigration Legislation ◽  
The Will ◽  
The Subject ◽  
The Common ◽  
European Immigration ◽  
Immigration And Asylum ◽  
The Impact ◽  
The Eu

The author of the article retraces the development of the British immigration and asylum legislations which occurs under the impact of the Common European immigration legislation development. The subject of the article is the assessment of the British and EU immigration legislation mutual enrichment degree which shows the will and ability of Great Britain to integrate in the EU immigration legislation in order to strengthen its role in the modern international relations.

Sign in / Sign up

Export Citation Format

Share Document