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The Supervision of Corporate Management: a Comparison of Developments in European Community and United States Law
Michigan Law Review Volume 82 Issue 5 Issue 5&6 1984 The Supervision of Corporate Management: A Comparison of Developments in European Community and United States Law Alfred F. Conard University of Michigan Law School Follow this and additional works at: https://repository.law.umich.edu/mlr Part of the Business Organizations Law Commons, Comparative and Foreign Law Commons, and the European Law Commons Recommended Citation Alfred F. Conard, The Supervision of Corporate Management: A Comparison of Developments in European Community and United States Law, 82 MICH. L. REV. 1459 (1984). Available at: https://repository.law.umich.edu/mlr/vol82/iss5/23 This Article is brought to you for free and open access by the Michigan Law Review at University of Michigan Law School Scholarship Repository. It has been accepted for inclusion in Michigan Law Review by an authorized editor of University of Michigan Law School Scholarship Repository. For more information, please contact [email protected]. THE SUPERVISION OF CORPORATE MANAGEMENT: A COMPARISON OF DEVELOPMENTS IN EUROPEAN · COMMUNITY AND UNITED STATES LAWt A!fred F. Conard* TABLE OF CONTENTS Page I. INTRODUCTION . • • . • . • . • . • . • • . • . • • . 1460 II. THE INDEPENDENCE OF SUPERVISION ...••..••...••...•....•. 1464 A. The Theory of Independent Supervision .................. 1464 B. The Effects of Independent Supervision ................... 1467 1. Authoritative Supervision. 1468 a . .Dispersed holdings................................ 1469 b. Concentrated holdings ............................ 1471 2. Advisory Supervision ................................. 1472 a. The passivity of independent directors. 1472 b. The passivity of.financial institutions............... 1473 c. Potential impacts of activating control by financial institutions . 1475 3 . .Deferential Supervision............................... 1476 a. Independent directors and derivative suits.......... 1477 b. Independent directors and the validity of transactions involving conflicts of interest . -
By Reassessing Feminist Themes in the Early Cyberpunk Works of William Gibson and Philip K
Union College Union | Digital Works Honors Theses Student Work 6-2013 Redefining the "Reality Picture" by Reassessing Feminist Themes in the Early Cyberpunk Works of William Gibson and Philip K. Dick Samuel J. Williams Union College - Schenectady, NY Follow this and additional works at: https://digitalworks.union.edu/theses Part of the English Language and Literature Commons, and the Feminist, Gender, and Sexuality Studies Commons Recommended Citation Williams, Samuel J., "Redefining the "Reality Picture" by Reassessing Feminist Themes in the Early Cyberpunk Works of William Gibson and Philip K. Dick" (2013). Honors Theses. 757. https://digitalworks.union.edu/theses/757 This Open Access is brought to you for free and open access by the Student Work at Union | Digital Works. It has been accepted for inclusion in Honors Theses by an authorized administrator of Union | Digital Works. For more information, please contact [email protected]. Redefining the “Reality Picture” by Reassessing Feminist Themes in the Early Cyberpunk Works of William Gibson and Philip K. Dick By Samuel Williams * * * * * * * * * Submitted in partial fulfillment of the requirements for Honors in the Department of English UNION COLLEGE June, 2013 Williams i ABSTRACT WILLIAMS, SAMUEL Redefining the “Reality Picture” by Reassessing Feminist Themes in the Early Cyberpunk Works of William Gibson and Philip K. Dick Department of English, June 2013. ADVISORS: Professors Katherine Lynes and Anastasia Pease As a literary genre, Cyberpunk permits the existence of characters, plots, settings, and styles that challenge heteronormative perceptions of gender. The representations of women in Neuromancer, Do Androids Dream of Electric Sheep?, and A Scanner Darkly highlight a progression towards feminist ideals. -
ESG Considerations for Securitized Fixed Income Notes
ESG Considerations for Securitized Fixed Neil Hohmann, PhD Managing Director Income Notes Head of Structured Products BBH Investment Management [email protected] +1.212.493.8017 Executive Summary Securitized assets make up over a quarter of the U.S. corporations since 2010, we find median price declines fixed income markets,1 yet assessments of environmental, for equity of those companies of -16%, and -3% median social, and governance (ESG) risks related to this sizable declines for their corporate bonds.3 Yet, the median price segment of the bond market are notably lacking. decline for securitized notes during these periods is 0% – securitized notes are as likely to climb in price as they are The purpose of this study is to bring securitized notes to fall in price, through these incidents. This should not be squarely into the realm of responsible investing through the surprising – securitizations are designed to insulate inves- development of a specialized ESG evaluation framework tors from corporate distress. They have a senior security for securitizations. To date, securitization has been notably interest in collateral, ring-fenced legal structures and absent from responsible investing discussions, probably further structural protections – all of which limit their owing to the variety of securitization types, their structural linkage to the originating company. However, we find that complexities and limited knowledge of the sector. Manag- a few securitization asset types, including whole business ers seem to either exclude securitizations from ESG securitizations and RMBS, can still bear substantial ESG assessment or lump them into their corporate exposures. risk. A specialized framework for securitizations is needed. -
Initial Public Offerings
November 2017 Initial Public Offerings An Issuer’s Guide (US Edition) Contents INTRODUCTION 1 What Are the Potential Benefits of Conducting an IPO? 1 What Are the Potential Costs and Other Potential Downsides of Conducting an IPO? 1 Is Your Company Ready for an IPO? 2 GETTING READY 3 Are Changes Needed in the Company’s Capital Structure or Relationships with Its Key Stockholders or Other Related Parties? 3 What Is the Right Corporate Governance Structure for the Company Post-IPO? 5 Are the Company’s Existing Financial Statements Suitable? 6 Are the Company’s Pre-IPO Equity Awards Problematic? 6 How Should Investor Relations Be Handled? 7 Which Securities Exchange to List On? 8 OFFER STRUCTURE 9 Offer Size 9 Primary vs. Secondary Shares 9 Allocation—Institutional vs. Retail 9 KEY DOCUMENTS 11 Registration Statement 11 Form 8-A – Exchange Act Registration Statement 19 Underwriting Agreement 20 Lock-Up Agreements 21 Legal Opinions and Negative Assurance Letters 22 Comfort Letters 22 Engagement Letter with the Underwriters 23 KEY PARTIES 24 Issuer 24 Selling Stockholders 24 Management of the Issuer 24 Auditors 24 Underwriters 24 Legal Advisers 25 Other Parties 25 i Initial Public Offerings THE IPO PROCESS 26 Organizational or “Kick-Off” Meeting 26 The Due Diligence Review 26 Drafting Responsibility and Drafting Sessions 27 Filing with the SEC, FINRA, a Securities Exchange and the State Securities Commissions 27 SEC Review 29 Book-Building and Roadshow 30 Price Determination 30 Allocation and Settlement or Closing 31 Publicity Considerations -
Maquetación 1
View metadata, citation and similar papers at core.ac.uk brought to you by CORE provided by University of Liverpool Repository E AESTIMATIO, THE IEB INTERNATIONAL JOURNAL OF FINANCE , 2017. : 8-25 DOI:10.5605/IEB.14.1 L 14 C © 2017 AESTIMATIO , THE IEB INTERNATIONAL JOURNAL OF FINANCE I T R A H C R Herd behaviour: A E S E R A survey Kallinterakis, Vasileios Gregoriou, Greg N. ̈ RECEIVED : 6 JUNE 2016 ̈ ACCEPTED : 17 FEBRUARY 2017 Abstract This paper presents a survey of the extant research on herding, from both a theoretical and an empirical perspective. Theoretical research provides valuable insights into the key motives underlying investors’ tendencies to herd, while empirical evidence confirms the presence of herding – to varying degrees – internationally, both at the market level and for specific investor types. In future research there should be a greater focus on empirically testing herding intent, herding dynamics at high frequencies and other (non- equity) asset classes, who follows whom in the stock market, and whether herding can be profitably exploited. Keywords: Herding, Informational cascades, Institutional herding, Behavioural finance. JEL classification: G02, G10. 2 Please cite this article as: Kallinterakis, V. and Gregoriou, G.N. (2017). Herd behaviour: A survey, AESTIMATIO, The IEB International Journal of Finance, 14 , pp. 8-25. doi: 10.5605/IEB.14.1 Kallinterakis, V. PhD is Senior Lecturer in Finance at the University of Liverpool Management School (UK), Chatham Building, Chatham Street, Liverpool L69 7ZH, United Kingdom. Email: [email protected]. Gregoriou, G.N. PhD is Professor of Finance at the School of Business and Economics at State University of New York (Plattsburgh), 101 Broad Street, Plattsburgh, NY, 12901, USA. -
Mergers-In-Perspective.Pdf
Job Name:2042343 Date:14-10-30 PDF Page:2042343pbc.p1.pdf Color: Cyan Magenta Yellow Black Mergers in Perspective Yale Brozen American Enterprise Institute for Public Policy Research Washington and London Distributed to the Trade by National Book Network, 15200 NBN Way, Blue Ridge Summit, PA 17214. To order call toll free 1-800-462-6420 or 1-717-794-3800. For all other inquiries please contact the AEI Press, 1150 Seventeenth Street, N.W., Washington, D.C. 20036 or call 1-800-862-5801. Yale Brozen is a professor of business economics in the Graduate School of Business at the University of Chicago, director of its applied economics program, and an adjunct scholar of the American Enterprise Institute. I am grateful to Ernest Gellhorn and Donald G. Kempf, Jr., for their critical reading of the manuscript and their many suggestions. I, of course, am responsible for any remaining errors. Y.B. Library of Congress Cataloging in Publication Data Brozen, Yale, 1917 Mergers in perspective. (AEI studies; 353) 1. Industrial concentration-United States-History. 2. Consolidation and merger of corporations-United States-History. 3. Industry and state-United States History. I. Title. II. Series. HD2795.B835 338.8'3'0973 82-3937 ISBN 0--8447-3489-6 ISBN 0--8447-348~7 (pbk.) AACR2 AEI Studies 353 © 1982 by the American Enterprise Institute for Public Policy Research, Washington, D.C., and London. All rights reserved. No part of this publication may be used or reproduced in any manner whatsoever without permission in writing from the American Enterprise Institute except in the case of brief quotations embodied in news articles, critical articles, or reviews. -
Oblivion's Edge Jeremy Strandberg
Lawrence University Lux Lawrence University Honors Projects 5-12-1998 Oblivion's Edge Jeremy Strandberg Follow this and additional works at: https://lux.lawrence.edu/luhp Part of the Fiction Commons, and the Liberal Studies Commons © Copyright is owned by the author of this document. Recommended Citation Strandberg, Jeremy, "Oblivion's Edge" (1998). Lawrence University Honors Projects. 53. https://lux.lawrence.edu/luhp/53 This Honors Project is brought to you for free and open access by Lux. It has been accepted for inclusion in Lawrence University Honors Projects by an authorized administrator of Lux. For more information, please contact [email protected]. ivion's Jeremy Strandberg Submitted for Honors in Independent Study 5/12/98 Prof. Candice Bradley, Advisor The year is 2042 ... ( Tech no Io g y i s a part of us ... High tech is stylish and chic. Computers have crept into every aspect of life, and billions of users are jacked brain frrst into the internet. Biosculpting can make people look any way they desire. Cybernetic implants-eyes, ears, and prosthetic limbs-break the limits of the human form. Biotechnology feeds billions while saving the lives of millions more. The train from New York to Miami takes under three hours, and there's a bustling tourist trade on Luna. The Veil has thinned ... Supernatural and paranormal phenomena are on the rise. There has been a resurgence of spirituality and superstition. Meditation is taught in grade school Psychic powers are accepted as fact, and most people have encountered a ghost or spirit at least once. Alchemists and fringe scientists are kept on salary by corporations. -
Timken.Com: Board of Directors General Policies and Procedures
2019 EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES The primary duty of the Board of Directors (the “Board”) is to promote the best interests of the Company through overseeing the management of the Company’s business and affairs. In doing so, the directors must consider the interests of the Company’s shareholders. These guidelines have been adopted to facilitate execution of this responsibility and will be reviewed annually by the Nominating and Corporate Governance Committee of the Board. Director Responsibilities In discharging their obligations, directors are entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors. Board members are expected to review meeting materials in advance, to attend and participate in all Board meetings and meetings of Board committees on which they serve and to devote the time necessary to discharge their responsibilities appropriately. Directors are required to abide by the Company’s Standards of Business Ethics Policy. The Nominating and Corporate Governance Committee will oversee an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively. Director Selection Selection of Nominees. The Nominating and Corporate Governance Committee is responsible for recommending candidates for Board membership to the Board. General criteria for nomination of director candidates include, but are not limited to, the highest standards of integrity and ethical behavior, the ability to provide wise and informed guidance to management, a willingness to pursue thoughtful, objective inquiry on important issues before the Company, and a range of experience and knowledge commensurate with the Company’s needs as well as the expectations of knowledgeable investors. -
Mirrorshade Women: Feminism and Cyberpunk
Mirrorshade Women: Feminism and Cyberpunk at the Turn of the Twenty-first Century Carlen Lavigne McGill University, Montréal Department of Art History and Communication Studies February 2008 A thesis submitted to McGill University in partial fulfilment of the requirements of the degree of Doctor of Philosophy in Communication Studies © Carlen Lavigne 2008 2 Abstract This study analyzes works of cyberpunk literature written between 1981 and 2005, and positions women’s cyberpunk as part of a larger cultural discussion of feminist issues. It traces the origins of the genre, reviews critical reactions, and subsequently outlines the ways in which women’s cyberpunk altered genre conventions in order to advance specifically feminist points of view. Novels are examined within their historical contexts; their content is compared to broader trends and controversies within contemporary feminism, and their themes are revealed to be visible reflections of feminist discourse at the end of the twentieth century. The study will ultimately make a case for the treatment of feminist cyberpunk as a unique vehicle for the examination of contemporary women’s issues, and for the analysis of feminist science fiction as a complex source of political ideas. Cette étude fait l’analyse d’ouvrages de littérature cyberpunk écrits entre 1981 et 2005, et situe la littérature féminine cyberpunk dans le contexte d’une discussion culturelle plus vaste des questions féministes. Elle établit les origines du genre, analyse les réactions culturelles et, par la suite, donne un aperçu des différentes manières dont la littérature féminine cyberpunk a transformé les usages du genre afin de promouvoir en particulier le point de vue féministe. -
Providing the Regulatory Framework for Fair, Efficient and Dynamic European Securities Markets
ABOUT CEPS Founded in 1983, the Centre for European Policy Studies is an independent policy research institute dedicated to producing sound policy research leading to constructive solutions to the challenges fac- Competition, ing Europe today. Funding is obtained from membership fees, contributions from official institutions (European Commission, other international and multilateral institutions, and national bodies), foun- dation grants, project research, conferences fees and publication sales. GOALS •To achieve high standards of academic excellence and maintain unqualified independence. Fragmentation •To provide a forum for discussion among all stakeholders in the European policy process. •To build collaborative networks of researchers, policy-makers and business across the whole of Europe. •To disseminate our findings and views through a regular flow of publications and public events. ASSETS AND ACHIEVEMENTS • Complete independence to set its own priorities and freedom from any outside influence. and Transparency • Authoritative research by an international staff with a demonstrated capability to analyse policy ques- tions and anticipate trends well before they become topics of general public discussion. • Formation of seven different research networks, comprising some 140 research institutes from throughout Europe and beyond, to complement and consolidate our research expertise and to great- Providing the Regulatory Framework ly extend our reach in a wide range of areas from agricultural and security policy to climate change, justice and home affairs and economic analysis. • An extensive network of external collaborators, including some 35 senior associates with extensive working experience in EU affairs. for Fair, Efficient and Dynamic PROGRAMME STRUCTURE CEPS is a place where creative and authoritative specialists reflect and comment on the problems and European Securities Markets opportunities facing Europe today. -
Philips Lighting Prospectus.Pdf
(Philips Lighting N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, with its corporate seat in Eindhoven, the Netherlands) Initial Public Offering of 37,500,000 ordinary shares Koninklijke Philips N.V. (the “Selling Shareholder”) is offering 37,500,000 ordinary shares in the share capital of the Company (as defined below) with a nominal value of €0.01 each (the “Offer Shares”, which include, unless the context indicates otherwise, the Over-Allotment Shares (as defined below)). Assuming no exercise of the Over-Allotment Option (as defined below), the Offer Shares will constitute 25% of the issued and outstanding ordinary shares in the share capital of the Company with a nominal value of €0.01 each (the “Ordinary Shares”). Except where the context otherwise requires, references to the Ordinary Shares will be deemed to include the Offer Shares. Assuming the Over-Allotment Option is fully exercised, the Offer Shares will constitute 28.75% of the Ordinary Shares. See “The Offering”. The offering of the Offer Shares (the “Offering”) consists of (i) a public offering in the Netherlands to institutional and retail investors and (ii) a private placement to (a) investors outside the Netherlands and the United States of America (the “U.S.”or“United States”) subject to applicable exemptions from the prospectus requirements and (b) investors in the United States reasonably believed to be “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) (“Rule 144A”). All offers and sales in the United States will be made only to persons reasonably believed to be QIBs in reliance on Rule 144A. -
Genres of Financial Capitalism in Gilded Age America
Reading the Market Peter Knight Published by Johns Hopkins University Press Knight, Peter. Reading the Market: Genres of Financial Capitalism in Gilded Age America. Johns Hopkins University Press, 2016. Project MUSE. doi:10.1353/book.47478. https://muse.jhu.edu/. For additional information about this book https://muse.jhu.edu/book/47478 [ Access provided at 28 Sep 2021 08:25 GMT with no institutional affiliation ] This work is licensed under a Creative Commons Attribution 4.0 International License. Reading the Market new studies in american intellectual and cultural history Jeffrey Sklansky, Series Editor Reading the Market Genres of Financial Capitalism in Gilded Age America PETER KNIGHT Johns Hopkins University Press Baltimore Open access edition supported by The University of Manchester Library. © 2016, 2021 Johns Hopkins University Press All rights reserved. Published 2021 Printed in the United States of America on acid-free paper Johns Hopkins Paperback edition, 2018 2 4 6 8 9 7 5 3 1 Johns Hopkins University Press 2715 North Charles Street Baltimore, Maryland 21218-4363 www.press.jhu.edu The Library of Congress has cataloged the hardcover edition of this book as folllows: Names: Knight, Peter, 1968– author Title: Reading the market : genres of financial capitalism in gilded age America / Peter Knight. Description: Baltimore : Johns Hopkins University Press, [2016] | Series: New studies in American intellectual and cultural history | Includes bibliographical references and index. Identifiers: LCCN 2015047643 | ISBN 9781421420608 (hardcover : alk. paper) | ISBN 9781421420615 (electronic) | ISBN 1421420600 [hardcover : alk. paper) | ISBN 1421420619 (electronic) Subjects: LCSH: Finance—United States—History—19th century | Finance— United States—History—20th century.