The most pressing challenge in corporate governance today is figuring out how to modulate the power given to public investors. Too little is harmful, but so is too much. Finding the sweet spot is very tricky. This Research Handbook makes the quest a little easier. It collects in one place a set of thoughtful and provocative essays, authored by leading academic experts from around the world, on a range of topics related to corporate governance and the power of shareholders. Very highly recommended.'- Jesse Fried, Harvard Law School, US'The Research Handbook on Shareholder Power offers a state-of-the-art collection of original essays on the most profound development in corporate governance in recent decades: the growth of shareholder power as against managerial dominance. From the 1960s through at least the mid-1980s one would hear only cries bemoaning shareholder vulnerability. Managers were in control. Today it is at least as common to hear complaints by managers that they are being persecuted by activist shareholders. The reader of the Handbook will come away with an acute understanding of how and why this happened, and how all this reverberates in countries.'- Donald C. Langevoort, Georgetown University, US'Edward Elgar's Research Handbook on Shareholder Power is an excellent collection of essays by leading scholars in the fields of corporate law and corporate governance. Professors Hill and Thomas are to be commended for delivering this valuable and timely volume on a fascinating and crucial topic.'- Brian Cheffins, University of Cambridge, UKMuch of the history of corporate law has concerned itself not with shareholder power, but rather with its absence. Recent shifts in capital market structure require a reassessment of the role and power of shareholders. These original, specially commissioned contributions by leading scholars in corporate law and financial economics provide a contemporary analysis of shareholder power and consider the regulatory consequences of changing ownership patterns around the world.The book begins with chapters on shareholder activism by institutional investors, hedge funds, and controlling shareholders. Further chapters explore the relationship between shareholders and the board of directors, shareholder activism around mergers and acquisitions, and turf battles during shareholder litigation. The final section offers a number of international perspectives on shareholder power in Asia, Europe, and the Americas.Students and scholars of corporate law will value the Handbook's timely exploration of modern shareholder power as well as its fresh perspective and scope.Contributors: S. Bainbridge, M. Becht, M. Belcredi, M.M. Blair, J.C. Coates, J.D. Cox, P. Davies, P.H. Edelman, T. Eguchi, L. Enriques, G. Ferrarini, F. Ferri, M. Filippelli, J. Franks, G.S. Geis, R.J. Gilson, J.N. Gordon, E. Gorga, J. Grant, L. Guo, G. Heng, J.G. Hill, K.S. Kim, L.L. Lan, R.W. Masulis, C. Mayer, F. Partnoy, P.K.Pham, E. Pikulina, D. Puchniak, L. Renneboog, W.G. Ringe, Z. Shishido, M.M. Siems, R.S. Thomas, R.B. Thompson, U. Varottil, H. Wells, J. Zein
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Much of the history of corporate law has concerned itself not with shareholder power, but rather with its absence. Further chapters explore the relationship between shareholders and the board of directors, shareholder activism around mergers and acquisitions, and turf battles during shareholder litigation.
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Contents: PART I SHAREHOLDER POWER – THEN AND NOW 1. Shareholder Power In America, 1800-2000: A Short History Harwell Wells 2. Agency Capitalism: Further Implications of Equity Intermediation Ronald J. Gilson and Jeffrey N. Gordon 3. Images of the Shareholder – Shareholder Power and Shareholder Powerlessness Jennifer G. Hill PART II IMPORTANT SHAREHOLDER CATEGORIES A. Institutional Investors 4. Thirty Years of Evolution in the Roles of Institutional Investors in Corporate Governance John C. Coates IV B. Hedge Funds 5. US Hedge Fund Activism Frank Partnoy 6. Hedge Fund Activism In Europe: Does Privacy Matter? Marco Becht, Julian Franks and Jeremy Grant C. Controlling Shareholders 7. Ownership and Control in Family Business Groups Around The World Ronald W. Masulis, Peter Kien Pham and Jason Zein 8. The Leximetric Research on Shareholder Protection Mathias M. Siems D. The State As Controlling Shareholder 9. Shareholder Rights In China: From Book to Action Li Guo and Gilbert Heng PART III OWNERSHIP AND GOVERNANCE: THE EVOLVING RELATIONSHIP BETWEEN SHAREHOLDERS AND THE BOARD OF DIRECTORS 10. Conceiving Corporate Commitment: Creation and Confirmation Colin Mayer 11. Preserving Director Primacy by Managing Shareholder Interventions Stephen M. Bainbridge 12. Boards of Directors and Corporate Performance Under a Team Production Model Margaret M. Blair 13. Independent Directors and Controlling Shareholders Around The World Guido Ferrarini and Marilena Filippelli PART IV SHAREHOLDER POWER IN ACTION 14. Serial Takeovers, Large Shareholders, and CEOs’ Equity-based Compensation Elena Pikulina and Luc Renneboog 15. Say On Pay Fabrizio Ferri 16. Whose Law Is It?: Battling Over Turf in Shareholder Litigation James D. Cox PART V INTERNATIONAL PERSPECTIVES ON SHAREHOLDER POWER A. Europe 17. Shareholders in the United Kingdom Paul Davies 18. Institutional Investor Activism in a Context of Concentrated Ownership and High Private Benefits of Control: The Case of Italy Massimo Belcredi and Luca Enriques 19. Changing Law and Ownership Patterns in Germany: Corporate Governance and the Erosion of Deutschland AG Wolf-Georg Ringe B. USA and South America 20. The Power of Shareholders in the United States Robert B. Thompson 21. The Theory and Practice of Corporate Voting at US Public Companies Randall S. Thomas and Paul H. Edelman 22. Corporate Control and Governance After a Decade From “Novo Mercado”: Changes in Ownership Structures and Shareholder Power in Brazil Érica Gorga C. Asia 23. Multiple Faces of Shareholder Power in Asia: Complexity Revealed Dan W. Puchniak 24. Dynamics of Shareholder Power in Korea Kon Sik Kim 25. The Future of Japanese Corporate Governance: Japan’s Internal Governance and Development of Japanese-Style External Governance Through Engagement Takaaki Eguchi and Zenichi Shishido 26. Shareholder Empowerment in Controlled Companies: The Case of Singapore Luh Luh Lan and Umakanth Varottil 27. Shareholder Power in India George S. Geis Index
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‘The most pressing challenge in corporate governance today is figuring out how to modulate the power given to public investors. Too little is harmful, but so is too much. Finding the sweet spot is very tricky. This Research Handbook makes the quest a little easier. It collects in one place a set of thoughtful and provocative essays, authored by leading academic experts from around the world, on a range of topics related to corporate governance and the power of shareholders. Very highly recommended.’
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Produktdetaljer

ISBN
9781782546849
Publisert
2015-07-30
Utgiver
Vendor
Edward Elgar Publishing Ltd
Høyde
244 mm
Bredde
169 mm
Aldersnivå
P, 06
Språk
Product language
Engelsk
Format
Product format
Innbundet
Antall sider
640

Biographical note

Edited by Jennifer G. Hill, Bob Baxt AO Chair in Corporate and Commercial Law, Director, Centre for Commercial Law & Regulatory Studies (CLARS), Faculty of Law Monash University, Australia and Randall S. Thomas, John S. Beasley II Chair in Law and Business, Director, Law and Business Program, Professor of Management, Owen Graduate School of Management and School of Law, Vanderbilt University, US