Trends In Corporate Governance And Investor Protection

The current crisis has rocked the financial system worldwide and has cast doubt on the effectiveness of the existing regulatory regime. Thousands of firms have gone bankrupt and many financial institutions were bailed out by governments. The effects of the crisis have shaken emerging and developing markets alike and have not spared neither small nor large businesses. Many scholars and practitioners attribute the roots of the crisis to failures and weaknesses in the way corporate governance has been practiced since the mid-1990s. Lax board oversight of top management, short-termism and self-interested behavior have been fingered as the culprits behind recent financial turmoil. This book highlights the recent developments and new trends in corporate governance. The eighteen chapters, written by leading academics and experts, can assist corporate executives, governance bodies, investors, market regulators, and policymakers in having a global picture of major corporate governance issues. This book highlights the recent developments and new trends in corporate governance. The eighteen chapters, written by leading academics and experts, can assist corporate executives, governance bodies, investors, market regulators, and policymakers in having a global picture of major corporate governance issues.

Since the 17th century, when corporations started to finance their businesses by issuing securities to investors in the open market, the appearance of misleading prospectuses and/or intermediate information to the market has led regulators to promulgate preventive and repressive rules to mitigate such abuses. This occurred both during the South Sea Bubble (1719) and the Great Crash (1929). More recently, the series of corporate scandals (2002-2003) similarly resulted in pressure on regulators and gatekeepers to introduce enhanced investor protection and market regulation, coinciding with the already ongoing worldwide debate on corporate governance. This study focuses on a comparative analysis of the remarkably different regulatory responses that were established on both sides of the Atlantic Ocean. The book reveals the divergent regulatory policies that were followed to answer the question of whether investors should primarily be protected 'as shareholders' by corporate law or by securities law and market regulation. It offers a useful, analytical, comparative tool for evaluating current corporate and securities law, as well as for assessing the need for, and design of, new regulatory responses. The book will contribute to a better understanding of the key regulatory issues facing lawmakers today. History does not stop and a variety of new questions will ultimately emerge. It underscores that finding clear and efficient regulatory responses to new developments should start with a proper analysis of the aims and means of securities and corporate law.

Investor Protection in Latin America represents the largest data-gathering effort of firm-level corporate governance practices, ownership structures, and dividend policies. The results presented show that on top of country-wide legal protection of investors, there is a positive effect on valuation and performance of higher firm-level protections and better corporate governance practices. This evidence matches previous research in the area for other regions of the world.

These principles of corporate governance, endorsed by the OECD Council at Ministerial level in 1999, provide guidelines and standards to insure inclusion, accountability and abilit to attract capital.

How effectively can governing mechanisms forged before the surge of activist investment continue to protect shareholders and efficiently order capital markets? This is a pressing question for scholars and practitioners of corporate law, as well as for market participants generally. In order to illuminate the extent to which the growing trend of shareholder activism calls for a new understanding of the kind of shareholder-corporate relations the law should facilitate, this book introduces the concept of shareholder-driven corporate governance. This concept refers to the evident phenomenon of shareholder involvement in corporate governance and offers a normative endorsement of this development. In order to secure the benefits of investors' increasing involvement in corporate affairs, regulatory regimes must grapple with a number of considerations. This book is based on the idea that shareholder corporate governance is a welcome development, but that it does not come without regulatory challenges. For one, it requires rejecting the idea that well-ordered capital markets can be achieved through corporate law which is subservient to private ordering. The mandatory character of, for example, securities regulation is vital to fostering shareholder involvement in corporate affairs. Defenders of shareholder corporate governance must also confront the matter of "wolf packs," or loosely formed bands of investors who defy existing regulatory categories but nonetheless exert collective influence. Regulation that is sensitive to both the inadequacies of past approaches to corporate-shareholder relations and the novel challenges posed by increasing shareholder activism will be able to harness activism, allowing capital markets to flourish.

This topical volume examines key developments in the law regulating capital markets, drawing on examples from around the world – including United States, Canada, Europe, China, India, and New Zealand. With perspectives from international scholars, chapters look at current issues including the regulation of crowdfunding, efforts in Europe for shareholder empowerment, hedge fund activism in Canada, international regulatory cooperation, and regulation of corporate governance in China through securities law rules.