Showing papers on "Corporate governance published in 1977"

State Law, Shareholder Protection, and the Theory of the Corporation

Abstract: THIS spring the Supreme Court rejected a claim that the anti-fraud provisions of the Securities Exchange Act' impose a general fiduciary duty on those who control a corporation to act fairly toward minority interests.2 This decision, rejecting attempts to expand federal authority over internal corporate affairs through interpretation and thereby limiting the federal role to preventing fraud in securities transactions, may well increase the demands for major federal regulatory legislation governing the shareholdercorporation relationship. It is almost universally the opinion of academic commentators that state corporation codes do not impose sufficiently stringent controls on corporate management and are lax in protecting shareholders. Only federal intervention, it is said, can correct this sorry situation. This article will test the intellectual underpinnings of the conventional wisdom and of the rather venerable proposals calling for the federal regulation of the governance of corporations3 against an economic theory of corporate function and control. It will conclude both that state corporate legal systems are

Corporate mergers and the co-insurance of corporate debt

Abstract: WHILE NUMEROUS STUDIES have been devoted to examining the returns to the stockholders of merging firms, the same detailed analysis has not been extended to another group of emminently interested security owners-namely the bondholders of these same firms. Indeed, there exists a fundamental unresolved controversy concerning the impact of corporate merger on the value of the merging firms' bonds, and, by implication, the value of their common stock. The controversy revolves around the notion of a "co-insurance" effect for corporate debt and the wealth-transfers thereby engendered. The idea of a co-insurance effect for corporate debt was first advanced by Lewellen (11). He argued that the joining-together of two or more firms whose earnings streams were less-than-perfectly correlated would reduce the risk of default of the merged firms (i.e., the co-insurance effect) and thereby increase the "debt capacity" or "borrowing ability" of the combined enterprise. He concluded that the increased total borrowing capacity of the resulting firm, in combination with the well-known effect of tax-deductible interest payments, provided an economic incentive for shareholder-wealth-maximizing firms to engage in merger. However, Lewellen's thesis was incomplete because he failed to examine carefully the impact of the co-insurance effect on the value of the merging firm's already outstanding debt. Higgins and Schall (6) and Galai and Masulis (5) extended the analysis to show that the co-insurance effect would lead to an increase in the market value of the merging firms' debt and a concomitant decline in the market value of their equity. Thus, the net financial result of non-synergistic mergers would be a wealth-transfer from stockholders to debtholders. They concluded that unless firms can neutralize this wealth-transfer they should not engage in merger. However, if firms are either controlled by stockholders or if managers at least seek to maintain shareholders' wealth-let us define these more generally as shareholder-wealth-protecting firmswe would expect to observe that merging firms do take steps to neutralize this wealth-transfer. This paper is a theoretical and empirical examination of corporate merger and the co-insurance of corporate debt. The theoretical section uses a cash-flow analysis to re-examine the co-insurance effect. The comparative advantages of the theoretical framework used here is that the valuation consequences of the coinsurance effect are provided with no distributional assumptions and without

The politics of international economic relations

Abstract: Part I: AN OVERVIEW. 1. From Management to Governance in International Economic Relations. Part II: THE WESTERN SYSTEM. 2. Governing the International Monetary System. 3. International Trade and Domestic Politics. 4. The Multinational Corporation and Global Governance. Part III: THE NORTH-SOUTH SYSTEM. 5. The North-South System and the Possibility of Change. 6. Financial Flows to Developing Countries. 7. Trade and Development Strategies. 8. Multinational Corporations in the Third World. 9. Oil, Commodity Cartels, and Power. Part IV: IMPLICATIONS OF THE END OF THE COLD WAR. 10. The Transition to Capitalism in Formerly Communist Countries. 11. Conclusions: Globalization and Governance.

Corporate Social Performance: Past and Present Areas of Commitment

Abstract: An investigation of the social activities of 192 Fortune corporations reveals pronounced patterns of involvement across industry classifications and provides evidence of increasing “specialization”...

Corporate Social Responsibility and Political Ideology

Abstract: Participants in the corporate responsibility debate frequently find that they have unlikely political allies and opponents. Both "conservative" (opposing government intervention in the economy) and "liberal" (favoring substantial government intervention) arguments are made for greater corporate social responsibility. The author explains this paradox and attempts to resolve this ideological confusion.

Control Type and the Market for Corporate Control in Large U.S. Corporations

Abstract: IN recent years various attempts have been made to investigate the effect which the separation of ownership from control has on corporate behaviour. Studies by Elliott [4], Holl [8], Kamerschen [9] and Larner [i i] have concluded that this separation has little or no effect on the performance of the firm while studies by Monsen et al. [I 5], Boudreaux [i] and Radice [i 9] suggest that this separation allows owner-controlled firms to report higher and more variable profits than management-controlled firms. In addition to these, Palmer [i 6], [I 7], [i8] has obtained results suggesting that the profits of management-controlled firms are more variable than those of ownercontrolled firms and that only in monopolistic industries are the latter able to report higher profits than the former. This problem is investigated further in the present paper by bringing into the analysis the market for corporate control. This market is concerned with the buying and selling of voting stock and their effects on company control. If the market for corporate control operates efficiently all companies will be constrained to maximize profits and there will be an identity of interests among managers and owners; if not, the separation of ownership from control will have behavioural implications for those management-controlled firms that are able to evade, or are unaffected by, market discipline. It then becomes possible for the management of each of these firms to divert funds away from the owners in the sense that profits are lower than they would be

Government and bureaucracy in India, 1947-1976

Abstract: This volume examines the problems of governance within India's political framework of parliamentary democracy Misra considers the constitution and management of the country's vast administrative system, its interaction with political elements, the changes implemented to improve efficiency, and the results of these changes

Tax impact in corporate social responsibility decisions and reporting

Abstract: Tax effects of corporate social responsibility decisions should be incorporated into the various approaches for performing social audits or accounting for social performance. This paper identifies some special U.S. tax provisions which encourage corporate participations in social responsibilities. The Linowes' socio-economic accounting model is revised to show tax costs.

Corporate Social Reporting in Germany

Abstract: As a rule, four years is not an adequate period for evaluating the development of a concept. On the other hand, it has repeatedly proven to be useful in research to look back after even relatively short periods to summarise what has been achieved, and to compare this with the stated objectives. Therefore, a critical examination of the progress made in redefining the role and tasks of the business corporation in society appears quite timely, both with respect to the overall concept and specifically to one of its key instruments the development of appropriate information systems. In Germany, one of the countries having a major political interest in the subject, the beginning ofthe discussion on social accounting as an instrument for defining and portraying the changing role and tasks of the business corporation in society can be traced back to the early 1970s. The first articles to appear were of a predominantly theoretical and analytical nature. Their main objective was to describe the initial achievements in the US and to transpose them to the socio-political and cultural conditions in Europe (Dierkes 1972, 1973; Bartholom\"ai 1973; Eichhorn 1974). A first attempt to put these ideas into practice was the integrated social report of the STEAG company for the fiscal year 1971-1972. What was often considered at the time to be a purely academic exercise or a

Charlesworth's Company law

Abstract: Nature of Registered Companies Memorandum of Association Articles of Association Promoters Corporate Transactions Public Offers of Shares Allotment and Commencement of Business Share Capital The Acquisition and Redemption by a Company of its own Shares Financial Assistance by a Company for the Purchase of its own Shares Membership Shares General Meetings Directors The Secretary Majority Rule and Minority Protection Corporate Governance Insider Dealing Accounts Auditors Dividends Debentures Corporate Insolvency Receivers and Administrative Receivers The Administration Procedure Winding up by the Court Voluntary winding up Contributors and Creditors: completion of the winding up Mergers and Divisions Take-overs Cross-Border Mergers and Migration - The European Company

Corporate Social Reporting Inaction

Abstract: The particular fields in which I requested documented information, in a letter sent out to 400 companies, were: \"Corporate social responsibility in general, social and/ or human resources accounting, employee related programmes, consumer programmes and activities, pollution control, energy conservation, recycling, community affairs, volunteer programmes/manpower lending, corporate contributions/ sponsorship, international relations/ responsibilities, race relations and minority issues.\" In other words, I was interested in finding out how British, American, German, French, as well as some Benelux and Scandinavian companies, were approachingthe activity of'social reporting'. Social reporting can be defined, for our purposes, as: Communication: • by means of a composite social report, a section of the annual report, the staff newsletter, or some alternative channel; • through the medium of words, numbers monetary or nonmonetary, and pictures; • incorporating a mix of commitments, activities. results, policies, standards and achievements;

Managing Change in Higher Education.

Abstract: The relationships among management, governance, and leadership are explored in Eight of ten forcasted changes with which all will be concerned.

Modern geography: foundation of corporate strategy

Abstract: (1977). MODERN GEOGRAPHY: FOUNDATION OF CORPORATE STRATEGY. The Professional Geographer: Vol. 29, No. 2, pp. 200-207.