Global capital markets are in a state of flux. Castigated in the past as “Barbarians at the Gate”, private equity providers are once again proclaiming the end of the public corporation. This important book addresses the implications of private equity for the governance of corporations, the capital markets in which they operate and the professionals who provide corporate advisory services.The book evaluates and ranks the precise nature of the risk posed by private equity by situating it within an overarching analysis of the dynamics of financial capitalism. Key issues addressed include: the management of conflicts of interest, fiduciary duties, the role of enforcement, the efficacy of adopting a rules- or principles-based system of regulation, the form and function of compliance, and a detailed examination of how to embed accountability into an integrity system for the financial markets. The book therefore has enormous benefit for industry, regulatory and academic communities alike./a

Private equity-backed companies are ubiquitous and economically significant. Consequently, the corporate governance of these companies matters to all of us, and – not surprisingly – is coming under increasing scrutiny. Simon Witney, a practicing private equity lawyer, positions private equity portfolio companies within existing academic theory and examines the laws that apply to them in the UK. He analyses the actual governance frameworks that are put in place and identifies problems created by the legal rules – as well as the market's solutions to them. This book not only explains why these governance mechanisms are established, but also what they are expected to achieve. Witney suggests that private equity owners have both the incentives and the capability to focus on responsible investment practices. Good governance, he argues, is a critical success factor for the private equity industry.

Global capital markets are in a state of flux. Castigated in the past as OC Barbarians at the GateOCO, private equity providers are once again proclaiming the end of the public corporation. This important book addresses the implications of private equity for the governance of corporations, the capital markets in which they operate and the professionals who provide corporate advisory services. The book evaluates and ranks the precise nature of the risk posed by private equity by situating it within an overarching analysis of the dynamics of financial capitalism. Key issues addressed include: the management of conflicts of interest, fiduciary duties, the role of enforcement, the efficacy of adopting a rules- or principles-based system of regulation, the form and function of compliance, and a detailed examination of how to embed accountability into an integrity system for the financial markets. The book therefore has enormous benefit for industry, regulatory and academic communities alike. Sample Chapter(s). Introduction: The Dynamics of Capital Market Governance (157 KB). Chapter 1: The Conceptual Underpinnings of Australian Securities Regulation (116 KB). Contents: Introduction: The Dynamics of Capital Market Governance (J O''Brien); The Conceptual Underpinnings of Australian Securities Regulation (M Rodgers); Evolving OCyRules of the GameOCO in Corporate Governance Reform (J Hill); Overlapping Fields and Constructed Legalities: The Endogeneity of Law (L B Edelman); The Significance of Relative Autonomy in How Regulation of the Financial Services Sector Evolves (G Gilligan); ASIC v Citigroup: Investment Banks, Conflicts of Interest, and Chinese Walls (P F Hanrahan); Enforcement of Capital Markets Regulation: The United Kingdom and Its International Markets (I MacNeil); Why Auditors Don''t Find Fraud (N M Hodson); Compliance, Ethics and Responsibility: Emergent Governance Strategies in the US and UK (D McBarnet); Professional Norms (D Cocking); Sarbanes-Oxley and the Search for Accountable Corporate Governance (M J Dubnick); Charting an Icarian Flightpath: The Implications of the Qantas Deal Collapse (J O''Brien); Institutions, Integrity Systems and Market Actors (S Miller). Readership: Postgraduate law and business students; also suitable for general informed market (e.g. investment bankers, compliance professionals, providers of corporate advisory services including lawyers, tax advisors and auditors).

Praise for Private Equity "Private Equity: History, Governance, and Operations is an invaluable guide to understanding the world of private equity investing. Harry Cendrowski and his colleagues have drawn on their extensive experience and expertise to produce a book that is remarkably comprehensive and authoritative." —Robert Larson, Chairman, Lazard Real Estate Partners LLC and Larson Realty Group Managing Director, Lazard Alternative Investments "Private Equity: History, Governance, and Operations is an essential text for any business/finance professional's library. Applicable to both seasoned private equity gurus and students of the industry, its in-depth analysis of 'Best Practices' is well researched and clearly written." —William Campbell, Managing Director, W.Y. Campbell & Company "This is an interesting and very well-written book. It not only clearly describes the history and techniques of private equity investing, it also provides a thorough examination of the rarely appreciated relationships among internal control design and operation, corporate governance and sound investment decision-making and management. It is an important contribution to the literature of finance." —Barry Epstein, PhD, CPA, Partner, Russell Novak & Company, LLP, and author of Wiley GAAP 2008, The Handbook of Accounting and Auditing, and Wiley IFRS 2008 "Harry Cendrowski really hits a homerun with his newest book about the private equity (PE) industry. A definitive, authoritative text on the subject, it answered all my questions, plus some, and gave me a complete frame of reference where I now feel well informed on PE. I would recommend this book to anyone connected to the PE industry, business advisors, academics, and business owners." —Parnell Black, MBA, CPA, CVA, Chief Executive Officer, National Association of Certified Valuation Analysts (NACVA) "The timing could not be better to learn more about the current best practices and governance in the world of private equity. What was once an exclusive asset class reserved for the largest, most sophisticated investors has now become a mainstream alternative investment option for investors of all sizes. Still, many investors do not fully understand how the business works. Private Equity: History, Governance, and Operations endows its readers with an A-to-Z education on this emerging asset class, irrespective of their previous experiences." —Maribeth S. Rahe, President and Chief Executive Officer, Fort Washington Investment Advisors, Inc. & Fort Washington Capital Partners "As a private equity practitioner in the financial services space, I found this book to be a comprehensive-and comprehendible-resource covering all relevant aspects of the business of private equity. This book provides valuable 'how-to's' for improving the likelihood of having successful portfolio companies, with successful exits. Furthermore, both veteran and prospective PE investors now have a resource available to help them screen PE opportunities that best fit with their risk and return objectives." —Scott B. McCallum, Principal, Resource Financial Institutions Group, Inc. "For years, private equity has been a misunderstood asset class. Harry Cendrowski's book defines private equity in clear, concise terms. Anyone in the financial world will benefit from the insights, guidelines, and experiences detailed in Private Equity: History, Governance, and Operations." —Bob Clone, Senior Portfolio Manager, Alternative Investments Division, Michigan Department of Treasury

Shallow capital markets are a key bottleneck for private sector development in Latin America. Still, there is not a large literature on capital markets and corporate governance, or on the politics of regulatory reform and business associations, focused on this region. To help address this gap, this new book introduces private equity into the financial development debate through a Latin American lens. The author looks at the cases of Brazil, Mexico, Chile, Colombia, and Argentina. And proposes a shift in the financial development discussion from institutional explanations focused only on rules to an actor-based argument centered on the role of institutional investors, in particular pension funds .

The U.S. stock market has been transformed over the last twenty-five years. Once a market in which human beings traded at human speeds, it is now an electronic market pervaded by algorithmic trading, conducted at speeds nearing that of light. High-frequency traders participate in a large portion of all transactions, and a significant minority of all trade occurs on alternative trading systems known as “dark pools.” These developments have been widely criticized, but there is no consensus on the best regulatory response to these dramatic changes. The New Stock Market offers a comprehensive new look at how these markets work, how they fail, and how they should be regulated. Merritt B. Fox, Lawrence R. Glosten, and Gabriel V. Rauterberg describe stock markets’ institutions and regulatory architecture. They draw on the informational paradigm of microstructure economics to highlight the crucial role of information asymmetries and adverse selection in explaining market behavior, while examining a wide variety of developments in market practices and participants. The result is a compelling account of the stock market’s regulatory framework, fundamental institutions, and economic dynamics, combined with an assessment of its various controversies. The New Stock Market covers a wide range of issues including the practices of high-frequency traders, insider trading, manipulation, short selling, broker-dealer practices, and trading venue fees and rebates. The book illuminates both the existing regulatory structure of our equity trading markets and how we can improve it.

Over recent decades corporate governance has developed an increasingly high profile in legal scholarship and practice, especially in the US and UK. But despite widespread interest, there remains considerable uncertainty about how exactly corporate governance should be defined and understood. In this important work, Marc Moore critically analyses the core dimensions of corporate governance law in these two countries, seeking to determine the fundamental nature of corporate governance as a subject of legal enquiry. In particular, Moore examines whether Anglo-American corporate governance is most appropriately understood as an aspect of 'private' (facilitative) law, or as a part of 'public' (regulatory) law. In contrast to the dominant contractarian understanding of the subject, which sees corporate governance as an institutional response to investors' market-driven private preferences, this book defines corporate governance as the manifestly public problem of securing the legitimacy – and, in turn, sustainability – of discretionary administrative power within large economic organisations. It emphasises the central importance of formal accountability norms in legitimating corporate managers' continuing possession and exercise of such power, and demonstrates the structural necessity of mandatory public regulation in this regard. In doing so it highlights the significant and conceptually irreducible role of the regulatory state in determining the key contours of the Anglo-American corporate governance framework. The normative effect is to extend the state's acceptable policy-making role in corporate governance, as an essential supplement to private ordering dynamics. Shortlisted for The Peter Birks Prize for Outstanding Legal Scholarship 2013.