New investment techniques and new types of shareholder activists are shaking up the traditional ways of equity investment that informs much of our present-day corporate law and governance. Savvy investors such as hedge funds are using financial derivatives, securities lending transactions, and related concepts to decouple the financial risk from shares. This leads to a distortion of incentives and has potentially severe consequences for the functioning of corporate governance and of capital markets overall. Taking stock of the different decoupling strategies that have become known over the past several years, this book then provides an evaluation of each from a legal and an economic perspective. Based on several analytical frameworks, the author identifies the elements of equity deconstruction and demonstrates the consequences for shareholders, outside investors, and capital markets. On this basis, the book makes the case for regulatory intervention, based on three different pillars and comprising disclosure, voting right suspension, and ex-post litigation. The book concludes by developing a concrete, comprehensive proposal on how to address the regulatory problem. Overall, this book contributes to the debate about activist investment and the role of shareholders in corporate governance. At the same time it raises a number of important considerations about the role of equity investment more generally.

In-depth analysis of the derivative action in Asia - a critical part of Asian corporate law and governance.

Unlike much analysis about regulation in Asia which focuses on globalisation and the transplant effect, leaving domestic influence over commercial regulation under-researched and under-theorized, this book focuses on how local actors influence regulatory change. It explores the complex economic and regulatory factors that generate social demand for state regulation and shows how local networks, courts, democratic processes and civil society have a huge influence on regulatory systems. It examines the particular circumstances in a wide range of Asian countries, provides transnational comparisons and comparisons with Western countries, and assesses how far local regulatory regimes increase economic value and convey competitive advantages.

Seventeen in a series of annual reports comparing business regulation in 190 economies, Doing Business 2020 measures aspects of regulation affecting 10 areas of everyday business activity.