The growing internationalization of markets, the relaxation of constraints on capital flows between countries, and the creation of different economic unions -- the European Union in particular -- initiated the flow of capital, goods, and services across national borders, growth and diffusion of shareholding, and increased merger activity among the world’s largest stock exchanges. These changes have stimulated an interest in understanding developments in accounting and corporate governance in a newly qualitative way. Law, Corporate Governance, and Accounting sets out a framework for the analysis of institutional environments as the interconnected key tools of modern public corporations. Along with examining latest developments in the integrated formal structures for the formulation of international accounting principles, analyzing new accounting regulations and the extrapolating on the lessons that can be learned from the harmonization of accounting principles in Europe, this monograph provides the analyses of the convergence in both auditing and corporate governance as well as US perspective on IFRS adoption.

After the global financial crisis, the topic of corporate governance has been gaining momentum in accounting and finance literature since it may influence firm and bank management in many countries. Corporate Governance and Its Implications on Accounting and Finance provides emerging research exploring the implications of a good corporate governance system after global financial crises. Corporate governance mechanisms may include board and audit committee characteristics, ownership structure, and internal and external auditing. This book is devoted to all topics dealing with corporate governance including corporate governance characteristics, board diversity, CSR, big data governance, bitcoin governance, IT governance, and governance disclosure, and is ideally designed for executives, BODs, financial analysts, government officials, researchers, policymakers, academicians, and students.

In reaction to the recent financial crisis and corporate failures at the beginning of the millennium, the emphasis of the business community in corporate governance has shifted towards internal control and risk management issues. As a result, risk management discussion has reached an unprecedented level for academics and practitioners alike. This international, multidisciplinary book provides a comprehensive overview of the risk management landscape, encompassing its challenges and problems and taking stock of its influence on both companies and society as a whole. The eminent contributors review historical and current provisions relating to internal control and risk management in Europe and in the USA. They address the interconnected consequences of the necessity of risk management, and illustrate that a comprehensive approach needs to be further improved. The pros and cons of both the rule-based and the principle-based approaches are analysed, showing that the latter makes it more feasible for sound business practices to be combined with strategic company goals, and for the relationship between entrepreneurial risk taking and sound risk governance management to be in equilibrium. The book also presents a balanced supervision framework, which both promotes prevention of excessive risk taking and tackles risk failure.

This anthology of recent scholarship on corporate governance has been extensively revised and updated. It explores the application of legal doctrine and theory to topical policy issues such as corporate social responsibility, executive compensation, corporate criminality, federalism, and ethical rules for corporate lawyers. It contains materials on recent developments, including the 2008 financial collapse. The book puts into current context long-running debates on fundamental corporate law issues, such as shareholders' ownership of the corporation, director independence, and management's focus on maximizing share price. The new edition contains a new chapter on creditors and bankruptcy. The book is organized around policy issues rather than the doctrinal areas of the basic law school course. It presents diverse views on each issue through various approaches to analyzing corporate law and incorporating doctrine, law and economics, empirical work; history; and organizational behavior. The book is designed for use as the primary text in a course or seminar in corporate governance, but could also serve as supplemental reading in the basic law school corporations course. It includes questions for classroom discussion or self-directed study. The edited selections are generally longer than in a standard law anthology in order to provide a deeper treatment of the issues.

Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.

Corporate governance in financial institutions has come under the spotlight since the banking crisis in the UK in 2008-9. In many respects, the banking business raises unique problems for corporate governance that are not found in other corporate secto

Representing Corporate Officers and Directors and LLC Managers, Third Edition (formerly titled Representing Corporate Officers, Directors, Managers, and Trustees) is a guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees. Following the repercussions of past corporate and accounting scandals, new legislation, rules, and standards by governmental bodies and society have greatly increased the focus on the responsibilities and liabilities of directors, officers, managers, and trustees. Increased SEC oversight, new NYSE and NASDAQ listing standards, new cybersecurity compliance guidance, new fiduciary and other duties, and new criminal penalties have all changed the landscape for those who control corporations. By logically laying out the steps to safe corporate governance, the analysis, cases, tables, and checklists guide the veteran and neophyte alike. Representing Corporate Officers and Directors and LLC Managers tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in today's harsh regulatory environment. It's the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on key aspects of this critically important area. This updated Third Edition thoroughly covers: Directors' duties of care and loyalty-- including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interest--with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside information-- plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities laws--including everything from overviews of the laws, the SEC, and securities themselves-- to jurisdiction, pleading, remedies, and defenses in securities cases... criminal penalties...and attorneys' responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insurance-- with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of an action...directors' and officers' liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offers--including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.