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Anotações sobre medidas defensivas à tomada de controle; Notes on the anti-takeover provisions

Nascimento, João Pedro Barroso do
Fonte: Biblioteca Digitais de Teses e Dissertações da USP Publicador: Biblioteca Digitais de Teses e Dissertações da USP
Tipo: Dissertação de Mestrado Formato: application/pdf
Publicado em 13/05/2010 PT
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As medidas defensivas contra tomadas de controle constituem o núcleo de estudo desta dissertação. São instrumentos jurídicos adotados principalmente por companhias abertas com dispersão acionária, visando à proteção contra uma eventual tentativa de tomada de controle. O assunto é de especial interesse no atual momento do mercado de capitais brasileiro, que vem apresentando significativo desenvolvimento nos últimos anos e propiciando meios para a proliferação no Brasil de companhias abertas com dispersão acionária. O estudo do tema é feito concomitantemente à crescente utilização no Brasil de proteções contra tomadas de controle, inclusive por companhias não dotadas de dispersão acionária. Algumas medidas defensivas são inspiradas na experiência prática de outros países e vêm sendo transplantadas para o Brasil sem a adequada harmonização às características do nosso regime jurídico. Este trabalho analisa os efeitos da utilização de medidas defensivas e, na medida do possível, a admissibilidade da adoção de determinadas defesas no Brasil. São também abordados os balizamentos para a postura da administração de companhias diante de tentativas de tomada de controle. São estudados os padrões de tratamento do tema nos principais modelos existentes na experiência internacional...

U.S.-Japan and U.S.-China Trade Conflict : Export Growth, Reciprocity, and the International Trading System

Bown, Chad P.; McCulloch, Rachel
Fonte: Banco Mundial Publicador: Banco Mundial
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First Japan and more recently China have pursued export-oriented growth strategies. While other Asian countries have done likewise, Japan and China are of particular interest because their economies are so large and the size of the associated bilateral trade imbalances with the United States so conspicuous. In this paper the authors focus on U.S. efforts to restore the reciprocal GATT/WTO market-access bargain in the face of such large imbalances and the significant spillovers to the international trading system. The paper highlights similarities and differences in the two cases. The authors describe U.S. attempts to reduce the bilateral imbalances through targeted trade policies intended to slow growth of U.S. imports from these countries or increase growth of U.S. exports to them. They then examine how these trade policy responses, as well as U.S. efforts to address what were perceived as underlying causes of the imbalances, influenced the evolution of the international trading system. Finally, the authors compare the macroeconomic conditions associated with the bilateral trade imbalances and their implications for the conclusions of the two episodes.

Corporate Governance and Regulation : Can There Be Too Much of a Good Thing?

Bruno, Valentina G.; Claessens, Stijn
Fonte: World Bank, Washington, DC Publicador: World Bank, Washington, DC
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For a large number of companies from different countries, the authors analyze how company corporate governance practices and country regulatory regimes interact in terms of company valuation. They confirm that corporate governance plays a crucial role in efficient company monitoring and shareholder protection, and consequently positively impacts valuation. They find substitution in valuation impact between corporate governance measures at the company and country level, with a possibility of over-regulation. Corporate governance appears more valuable for companies that rely heavily on external financing, consistent with the hypothesis that the main role of corporate governance is to protect external financiers.

Corporate Governance Country Assessment : Colombia

World Bank
Fonte: Washington, DC Publicador: Washington, DC
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This report assesses the corporate governance policy framework, enforcement and compliance practices in Colombia. The capital markets are small relative to the economy and trading volume is low equity trading totals about USD one million, as compared to USD one billion in fixed income trading. The corporate sector is largely owned and controlled by family groups and conglomerates. The challenge is to create an environment where medium-sized companies can raise capital in the market and help them make the transition from tightly-controlled family firms to public companies. While pension funds represent a large and rapidly growing source of funds, they are reluctant to invest in equities. It has been demonstrated across countries that capital market development correlates positively with the degree of shareholder protection and good corporate governance. Awareness of the importance of corporate governance issues is growing. Success stories of privatizations linked with good corporate governance highlight the importance of the issue. Colombia is an interesting example of the interplay between legal changes and voluntary initiatives based on the incentive to attract capital. It has put a minimum corporate governance disclosure regime in place for companies that wish to be eligible for pension fund investments. The report recommends (i) the adoption of a securities bill as proposed by the securities regulator supevalores; (ii) the adoption of International Accounting Standards (IAS) and International Standards on Auditing (ISA) and the creation of an independent audit oversight board; (iii) improved enforcement; (iii) enhanced monitoring of compliance with the code of good governance...

The significance of shareholder right limiting provisions during merger waves: an empirical investigation.

Obaydin, Ivan
Fonte: Universidade de Adelaide Publicador: Universidade de Adelaide
Tipo: Tese de Doutorado
Publicado em //2014
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The key findings of this dissertation indicate that the benefits and costs associated with shareholder right limiting provisions are time-varying. During merger waves, I find evidence in line with the managerial self-interest hypothesis. This theory argues that managers use shareholder right limiting provisions to facilitate entrenchment and to pursue non-value maximising agendas. The results show that shareholder right limiting provisions significantly reduce the likelihood of receiving a bid and are unlikely to enhance either initial or final offer premiums. The long run performance of poor corporate governance firms, conditional on having successfully defended against an unwanted on-wave takeover bid, is also significantly lower when compared to firms regarded as having strong shareholder rights. Similarly, both announcement period bidder returns and long-run post-acquisition performance is inversely proportional to the number of anti-takeover defences a firm has in place during merger waves. When takeover activity is considered normal, however, these same provisions do not appear to impede the effectiveness of the market for corporate control. They are also no longer related to bidder announcement period returns. These novel findings are largely consistent with the notion that merger waves may foster agency driven behaviour...

How Does Corporate Governance Affect Bank Capitalization Strategies?

Anginer, Deniz; Demirguc-Kunt, Asli; Huizinga, Harry; Ma, Kebin
Fonte: World Bank, Washington, DC Publicador: World Bank, Washington, DC
Tipo: Publications & Research :: Policy Research Working Paper; Publications & Research
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This paper examines how corporate governance and executive compensation affected bank capitalization strategies for an international sample of banks in 2003-2011. "Good" corporate governance, which favors shareholder interests, is found to give rise to lower bank capitalization. Boards of intermediate size, separation of the chief executive officer and chairman roles, and an absence of anti-takeover provisions, in particular, lead to low bank capitalization. However, executive options and stock wealth invested in the bank are associated with better capitalization except just before the crisis in 2006. In that year, stock options wealth was associated with lower capitalization, which suggests that potential gains from taking on more bank risk outweighed the prospect of additional loss. Banks' tendencies to continue payouts to shareholders after experiencing negative income shocks are shown to reflect executive risk-taking incentives.

Why has the literature on corporate governance and firm performance yielded mixed results?

Saravia, Jimmy A.
Fonte: Universidad EAFIT; Escuela de Economía y Finanzas Publicador: Universidad EAFIT; Escuela de Economía y Finanzas
Tipo: workingPaper; Documento de trabajo de investigación; draf
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This paper reviews the empirical literature on corporate governance and firm performance and finds that it has yielded mixed results. The paper argues that a primary reason for this situation is that the relevant theories have not been applied to the class of phenomena they were designed to explain. In particular, the literature that focuses on ownership structure and firm performance employs entrepreneurial agency theories of the firm but applies them to managerial firms where ownership is separated from control. This is evidenced by the fact that firms in which managerial ownership is close to zero percent are included in the samples. Conversely, empirical work centered on the relationship between board composition and firm performance (which relies on managerial agency theories of the firm) not only does not make sure that the firms in their samples are characterized by the separation of ownership and control, but it also ignores the alternative managerial agency theory concerning the agency costs of free cash flows. Additionally, the paper maintains that other approaches, such as that which studies the relationship between indices of anti-takeover provisions and firm performance, do not rely on any particular theory and for this reason are beset by problems of interpretation. The paper concludes with recommendations for avoiding the drawbacks and achieving future progress.