Corporate Governance, Corporate and Employment Law, and the Costs of Expropriation

We set up a model to study how ownership structure, corporate law and employment law interact to set the incentives that infl uence the decision by the large shareholder or manager effectively controlling the fi rm to divert resources from minority shareholders and employees. We suggest that agency problems between the controller and other investors and holdup problems between shareholders and employees are connected if the controller bears private costs of “expropriating” these groups. Corporate law and employment law may therefore somethimes be substitutes; employees may benefi t from better corporate law intended to protect minority shareholder, and vice versa. Our model has implications for the domestic and comparative study of corporate governance structure and addresses, among other things, the question whether large shareholders are better able to “bond” with employees than dispersed ones, or whether the separation of ownership facilitates longterm relationships with labor

Corporate Governance, Corporate and Employment Law, and the Costs of Expropriation

We set up a model to study how ownership structure, corporate law and employment law interact to set the incentives that influence the decision by the large shareholder or manager effectively controlling the firm to divert resources from minority shareholders and employees. We suggest that agency problems between the controller and other investors and holdup problems between shareholders and employees are connected if the controller bears private costs of “expropriating” these groups. Corporate law and employment law may therefore somethimes be substitutes; employees may benefit from better corporate law intended to protect minority shareholder, and viceversa. Our model has implications for the domestic and comparative study of corporate governance structure and addresses, among other things, the question whether large shareholders are better able to “bond” with employees than dispersed ones, or whether the separation of ownership facilitates longterm relationships with labor.

Study on the Support Systems for Corporate Governance

The problems generated by the information asymmetry within the agency relationships at corporation level, governments and capital markets led to a higher necessity for corporate governance (CG). The information system of corporate governance is a very complex one, which involves a series of actors, decision-making and transactional processes, technologies, procedures and good practice codes. In order to ensure the efficiency and efficacy of corporate governance as a premise for increasing company’s performance and position consolidation for the company on the capital market, it is necessary to analyze the way information technology could contribute to this undertaking. The purpose of this study is to analyze the architecture of the corporate governance systems and to identify and classify the systems and technologies involved in ensuring CG support in order to underlie the basis for developing a conceptual model for a hybrid and collaborative support system for corporate governance.Corporate Governance, Support Systems, Information Technology, Decision-Making, Performance

European Takeover Law: The Case for a Neutral Approach

This paper argues that in revising the Takeover Bid Directive, EU policymakers should adopt a neutral approach toward takeovers, i.e. enact rules that neither hamper nor promote them. The rationale behind this approach is that takeovers can be both value-creating and value-decreasing and there is no way to tell ex ante whether they are of the former or the latter kind. Unfortunately, takeover rules cannot be crafted so as to hinder all the bad takeovers while at the same time promoting the good ones. Further, contestability of control is not cost-free, because it has a negative impact on managers’ and block-holders’ incentives to make firm-specific investments of human capital, which in turn affects firm value. It is thus argued that individual companies should be able to decide how contestable their control should be. After showing that the current EC legal framework for takeovers overall hinders takeover activity in the EU, the paper identifies three rationales for a takeover-neutral intervention of the EC in the area of takeover regulation (pre-emption of “takeover-hostile,” protectionist national regulations, opt-out rules protecting shareholders vis-à-vis managers’ and dominant shareholders’ opportunism in takeover contexts, and menu rules helping individual companies define their degree of control contestability) and provides examples of rules that may respond to such rationales.Takeover Bid Directive, Board Neutrality, Mandatory Bid Rule, Market for Corporate Control

Reviewing regulatory objectives: should the scope of regulation be extended?

This paper will consider whether the scope of financial regulation should be extended and if so, ways in which this could occur. In order to carry out these tasks, it will not only address problems identified from the recent crises and Basel 2, gaps which exist in some of the responses to these issues, but will also consider what roles other parties such as central banks and external auditors can play in achieving financial objectives. To a certain extent, it will address these issues by making references to proposals which have been put forward from different sources. It will introduce the points of discussion through an overview of global developments which have necessitated the need for a review of financial regulation and through a review of the present regulatory objectives.risk;external;auditor;bank;regulation;financial;objectives

One Share - One Vote: The Theory

The impact of separating cash flow and votes depends on the ownership structure. In widely held firms, one share - one vote is in general not optimal. While it ensures an efficient outcome in bidding contests, dual-class shares mitigate the free-rider problem, thereby promoting takeovers. In the presence of a controlling shareholder, one share - one vote promotes value-increasing control transfers and deters value-decreasing control transfers more effectively than any other vote allocation. Moreover, leveraging the insider's voting power aggravates agency conflicts because it protects her from the takeover threat and provides less alignment with other shareholders. Even so, minority shareholder protection is not a compelling argument for regulatory intervention, as rational investors anticipate the insider's opportunism. Rather, the rationale for mandating one share – one vote must be to disempower controlling minority shareholders in order to promote value-increasing takeovers. As this policy tends to empower managers vis-a-vis shareholders, it is an open question whether it would improve the quality of corporate governance, notably in systems built around large active owners. The verdict in the case of depositary certificates, priority shares, voting and ownership ceilings is less I ambiguous, since they insulate managers from both takeovers and effective shareholder monitoring.Security-voting structure; market for corporate control; controlling minority shareholders

Modeling the external software interface for requirements specification

Requirements specification is an important part of the software, indeed the system, development process. It is critical that this effort be started early. This work suggests an early model for software developers to incorporate a systems viewpoint in their process. This model is an attempt to formalize an approach that will include a systematic representation of essentials of the external interface for software that is embedded within a larger system. The model is useful for early analysis of the software system and environment for such things as consistency, completeness, and safety