"This volume collects recent scholarship on the law of corporate governance. It explores the application of legal doctrine and theory to policy issues such as corporate social responsibility, executive compensation, corporate criminality, federalism, and ethics. Corporate Governance: Law, Theory and Policy puts these issues in the context of recent developments such as the Sarbanes-Oxley Act and the wave of corporate scandals and failures exemplified by the failure of Enron Corporation."--BOOK JACKET.

Elgar Advanced Introductions are stimulating and thoughtful introductions to major fields in the social sciences, business and law, expertly written by the world's leading scholars. Designed to be accessible yet rigorous, they offer concise and lucid surveys of the substantive and policy issues associated with discrete subject areas. The Advanced Introduction to Corporate Governance Law and Regulation provides a key overview of the facets of corporate law essential to the governance of publicly traded companies. Brian R. Cheffins deploys a robust theoretical and multijurisdictional framework to analyse the elements of corporate law crucial for governance, offering incisive insights into both corporate law and corporate governance. Chapters use an influential 'contractarian' approach to corporate law to explain the operation of public companies and consider company governance codes and systems; the role of the board and shareholders; and executive pay. Key Features: Offers multijurisdictional perspectives on corporate governance law Scrutinises the legal aspects of crucial commercial governance topics Employs a robust theoretical approach, building upon 'contractarian' analysis This authoritative Advanced Introduction will be a vital read for legal scholars and students of corporate governance and corporate law. It is also beneficial for professionals interested in further understanding the legal aspects of governance of public companies.

Since the financial crisis of 2007 to 2009 the role of the company in society, especially the role of publicly traded companies, has acquired a political salience that was largely absent in the decades before the crisis. This concern has been reflected in both enhanced reporting requirements and in the latest version of the Corporate Governance and Stewardship Codes applicable to the largest companies. This books analyses these developments in full, as well as the more fundamental proposals for reform of corporate law that have been advanced outside official circles. The book also examines the functions of the five core features of company law-separate legal personality, limited liability, centralized management, shareholder control, and transferability of shares. It finally analyses the legal strategies available for moderating the frictions that these core features nevertheless generate for those providing the necessary inputs for a company's business. Written by one of the field's foremost experts, Paul Davies' Introduction to Company Law provides a comprehensive conceptual introduction to the subject, giving readers a clear framework with which to navigate the intricacies of company law.

This textbook on corporate governance is written for advanced undergraduate and graduate law students, as well as scholars working in the field. It offers clear insight into this fascinating area of financial law, from the analysis of the legal and regulatory framework of corporate governance in the UK to the core laws and regulatory principles that determine the allocation of decision-making power in UK public companies. This book also highlights how prevailing corporate governance norms operate within their broader market and societal context. In doing so, it seeks to encourage readers to develop their own critical opinions on the topic by reference to leading strands of theoretical and inter-disciplinary literature, along with relevant comparative and historical insights.

The 2003 Special Issue of the Comparative Law Yearbook of International Business deals with issues relating to Corporate Governance. Following a series of scandals involving reporting by public companies in the United States, there has been an increase in the number of measures dealing with, among other things, the liability of directors and managers when submitting company financial returns. The first and most well-known piece of legislation to be introduced was, of course, the United States Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act covers matters including the establishment of audit committees, disclosure committees, and codes of ethics, with an emphasis upon the disclosure of information and transparency. It describes, for example, the principle of ¿vicinity of Insolvency¿ and the relevant information to be disclosed to shareholders and creditors. The issue of directors¿ duties and responsibilities is addressed, together with the consequences of insider trading and conflicts of interests. The Act also contains provisions on whistleblowers and introduces new criminal sanctions for company wrongdoings, as well as enhancing those penalties already in place. As a result of the Sarbanes-Oxley Act, many countries have followed suit and adopted their own measures to combat corporate failings, corruption, and the misuse of power. Among those covered in this publication are South Africa, China, a number of eastern and western European states, and various Asian jurisdictions. Other specific topics discussed are, inter alia, generally accepted accounting principles, insolvency, the banking, securities and insurance industries, foreign issuers, and close private companies. Corporate Governance is an extremely topical subject which is of great importance and relevance to anyone involved in company affairs. Many corporate practitioners will, therefore, find this publication highly useful when advising clients on their various rights and responsibilities.

Corporate Governance and Finance Law is designed to educate students, researchers, and practitioners on the legal aspects of corporate financial markets within the United States, the Eurozone, and China.

Even in the wake of the biggest financial crash of the postwar era, the United States continues to rely on Securities and Exchange Commission oversight and the Sarbanes-Oxley Act, which set tougher rules for boards, management, and public accounting firms to protect the interests of shareholders. Such reliance is badly misplaced. In Corporate Governance, Jonathan Macey argues that less government regulation--not more--is what's needed to ensure that managers of public companies keep their promises to investors. Macey tells how heightened government oversight has put a stranglehold on what is the best protection against malfeasance by self-serving management: the market itself. Corporate governance, he shows, is about keeping promises to shareholders; failure to do so results in diminished investor confidence, which leads to capital flight and other dire economic consequences. Macey explains the relationship between corporate governance and the various market and nonmarket institutions and mechanisms used to control public corporations; he discusses how nonmarket corporate governance devices such as boards and whistle-blowers are highly susceptible to being co-opted by management and are generally guided more by self-interest and personal greed than by investor interests. In contrast, market-driven mechanisms such as trading and takeovers represent more reliable solutions to the problem of corporate governance. Inefficient regulations are increasingly hampering these important and truly effective corporate controls. Macey examines a variety of possible means of corporate governance, including shareholder voting, hedge funds, and private equity funds. Corporate Governance reveals why the market is the best guardian of shareholder interests.