6. Ownership: Institutional Investors, Mergers and Acquisitions, and Corporate Governance

2015 ◽  
pp. 110-133
Keyword(s):  
Corporate Governance ◽  
Mergers And Acquisitions ◽  
Institutional Investors

Company Law

2018 ◽  
Author(s):  
Simon Butt ◽  
Tim Lindsey
Keyword(s):  
Corporate Governance ◽  
Corporate Social Responsibility ◽  
Mergers And Acquisitions ◽  
Foreign Investment ◽  
Corporate Crime ◽  
Codes Of Conduct ◽  
Company Law ◽  
Reporting Requirements ◽  
Governance Regime ◽  
Corporate Social

This chapter deals with the law regulating business vehicles in Indonesia. The principal focus of the chapter is companies (including publicly listed companies, foreign investment, and shari’a companies) but it also covers partnerships, cooperatives, and state-owned enterprises, as well as the different regulations that apply to each. It explains the rules governing shares and capital, and directors and commissioners, as well shareholders’ rights, including in relation to general meetings. The rules for mergers and acquisitions are covered, as are corporate audit and reporting requirements. The chapter then summarizes the corporate governance regime applied in Indonesia through a mix of legislative provisions, codes of conduct, and other rules, including corporate social responsibility obligations. It also explains Indonesia’s corporate crime regime.

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.

Disciplinary power in corporate governance: A Foucauldian analysis of the emergence and development of proxy advisors

2021 ◽  
pp. 103237322098623
Author(s):  
Damien Lambert
Keyword(s):  
Corporate Governance ◽  
Institutional Investors ◽  
Historical Analysis ◽  
General Meeting ◽  
Global Scale ◽  
Disciplinary Power ◽  
Record Keeping ◽  
Corporate Executives ◽  
Proxy Advisors ◽  
Foucauldian Analysis

Prior research in corporate governance has extensively investigated the mechanisms through which a variety of actors (financial analysts, investment managers, shareholder activists) monitor and discipline corporate executives. However, one recently emerged actor has received little attention so far: the proxy advisory firm. Mobilising Foucault’s concept of disciplinary power, this study uses historical analysis to examine the role of proxy advisors in corporate governance. This article shows that proxy advisors actively contributed to developing and implementing disciplinary mechanisms. This involves (1) hierarchical observations of corporations and their executives on a global scale. These observations are made available to institutional investors on proxy advisors’ voting platforms which have Panopticon-like features; (2) normalisation of judgements through the provision of generic voting policies, generic voting recommendations and corporate governance ratings prepared by proxy advisors and delivered to many institutional investors; (3) ritualised examination of the performance of corporations and of their executives during the annual general meeting, including record-keeping of all past voting results.

Transnational Corporate Governance: The State of the Art and Twenty-First-Century Challenges

2021 ◽  
pp. 614-646
Author(s):  
Dionysia Katelouzou ◽  
Peer Zumbansen
Keyword(s):  
Corporate Governance ◽  
Institutional Investors ◽  
Shareholder Wealth ◽  
Performance Measure ◽  
The State ◽  
First Century ◽  
Access To Health Services ◽  
Wide Range ◽  
Shareholder Wealth Maximization ◽  
Twenty First Century

This chapter explores corporate governance as a transnational regulatory field. Mirroring the rise in importance of the idea of shareholder wealth maximization as a firm’s definitive performance measure, corporate governance became a hotly contested field of competing visions of firms’ institutional and normative infrastructure in search of creating the most advantageous conditions to attract capital in volatile markets. This shift occurred at the same time that regulatory transformations in Western postindustrial societies since the early 1980s had begun to significantly shift public service provision and state-organized frameworks for old-age security guarantees and access to health services. Today’s corporate governance laboratory is a transnational force field, fought over by a host of different state and nonstate actors and also by private actors such as institutional investors. Meanwhile, following the financial crises in 2001, 2008 and 2020 and the simultaneously growing pressure on corporations from human rights, gender equality, and environmental groups, the corporate governance debate again is shifting. This time, a diversity of issues are being discussed under the corporate governance rubric, indicating a more comprehensive engagement with the firm’s purpose and functions and its societal obligations and responsibilities. Given the crucial role of firms as the residual claimants of a wide-ranging retreat of the state from its role in guaranteeing and providing a wide range of social functions, corporate governance is a mirror for the transformation of public and private power, and it has to address the twenty-first-century challenges, including global value chains and the proliferation of institutional investors, unfolding on a planetary scale.

scholarly journals Will the EU Taxonomy Regulation Foster Sustainable Corporate Governance?

2021 ◽  
Vol 13 (21) ◽  
pp. 12316
Author(s):  
Alessio M. Pacces
Keyword(s):  
Corporate Governance ◽  
Environmental Sustainability ◽  
Institutional Investors ◽  
Law And Economics ◽  
Securities Regulation ◽  
Environmentally Sustainable ◽  
Financial Products ◽  
Principal Agent Problem ◽  
Sustainability Disclosure ◽  
The Eu

EU securities regulation has established a taxonomy of environmentally sustainable activities. This article discusses, from a law and economics standpoint, the potential of this taxonomy to support sustainable corporate governance. Corporate governance can be an efficient way to channel investor preferences towards sustainability because the concentration of institutional shareholding has lowered the transaction costs of shareholder action. However, there is a principal-agent problem between institutional investors and their beneficiaries, which depends on greenwashing and undermines sustainable corporate governance. This article argues that introducing environmental sustainability into EU mandatory disclosure aligns the institutional investors’ incentives with the interest of their beneficiaries and may foster the efficient inclusion of sustainability in corporate governance. The argument is threefold. Firstly, the EU taxonomy may curb greenwashing by standardizing the disclosure of environmental sustainability. Secondly, this information may become salient for the beneficiaries as the same standards define the sustainability preferences to be considered in recommending and marketing financial products. Thirdly, sustainability disclosure prompts institutional investors to compete for sustainability-minded beneficiaries. Being unable to avoid unsustainable companies altogether, institutional investors are expected to cater to beneficiaries’ preferences for environmental sustainability using voice instead of an exit.

scholarly journals The financial system and corporate governance in Japan

2006 ◽  
Vol 3 (3) ◽  
pp. 27-28 ◽  
Author(s):  
Mitsuaki Okabe
Keyword(s):  
Corporate Governance ◽  
Information And Communication Technologies ◽  
Institutional Investors ◽  
Communication Technologies ◽  
Japanese Economy ◽  
Information And Communication ◽  
Japanese Corporations ◽  
Main Banks ◽  
Cross Shareholdings

Corporations may be said to be engines of any market economy and their proper behavior is a key to economic, hence human, security. This paper argues that one of the most important causes for the prolonged period of recessions of the Japanese economy in the 1990’s is deeply rooted in the long-established financial structure of the economy and in the closely related issue of corporate governance. Although Japanese corporations have been traditionally understood that their activities are monitored and governed by “main banks,” this framework has been changing over the last 10-15 years toward corporate governance driven by pressure from capital markets. This change has been necessitated by: (a) less need on the part of corporations to rely on banks in acquiring funds, (b) ongoing dissolution of cross shareholdings, (3) an increasing importance for the role of institutional investors, and (4) innovations in information and communication technologies. The change may be regarded as being one from “process innovation” toward a system conducive to “product innovation;” hence a desirable shift. There remain, however, a number of policy tasks, such as institutional improvement in securities investment trusts and the need to better define the role of institutional investors

scholarly journals Corporate governance and corporate investment: an exploratory research in the Brazilian publicly traded companies listed in Bovespa

2011 ◽  
Vol 9 (1) ◽  
pp. 545-557
Author(s):  
Nádia Sousa ◽  
Flávia Zóboli Dalmácio
Keyword(s):  
Corporate Governance ◽  
Institutional Investors ◽  
Market Value ◽  
Institutional Investor ◽  
Capital Cost ◽  
Exploratory Research ◽  
Statistical Relation ◽  
Publicly Traded ◽  
Publicly Traded Companies ◽  
Governance Practices

This paper aims to study the influence of Corporate Governance practices in the institutional decision to invest. It was developed a Governance Index (iGov), a descending rank was prepared and a test was applied to check if the companies in the first 25% of this rank have the highest number of institutional investors among their biggest investors than the companies of the last 25%. For the validation of IGov it was tested if the companies with the best marks present highest Returns, lowest Capital Cost, highest Market Value, and highest Competiveness within the sector, lowest Beta, highest EVA® and lowest Share concentration. It has been proved that the best Corporate Governance practices do not have any statistical relation with the presence of more Institutional Investor.

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