Suchergebnisse

This Article examines how a director's social capital might affect his or her behavior, the board's performance, and corporate governance, as well as the potential normative implications of the director's social network. We argue that the quality of board performance could be improved where the social network closure within the board is high and there are many non-redundant contacts beyond the board. Network closure can improve trust and collaboration within a board, while external contacts may benefit a company with more diverse sources of information. Moreover, different network positioning leads to the inequality of social capital for directors. With more social capital, a director is more likely to be powerful and influential on the other directors on the board. Regarding the fulfillment of their monitory function, we suggest that independent directors would be unlikely to compromise their monitory liability when they have more social capital on the board than the managerial directors. We demonstrate our theory with an analysis of corporate boards of companies listed in Hong Kong. Although it is not easy to incorporate social network analysis into legislation or corporate governance code, our theory may further the understanding of the function and effectiveness of different board structures and provide some insights into the future selection of directors by a company within an existing legal framework.

In October 2014, the Singapore Parliament passed the Companies (Amendment) Act 2014 (Singapore). Encompassing the most comprehensive revision of corporate legislation in the history of Singapore, this Act has been implemented in two phases. This article will consider the impetus for as well as the salient themes that guided this wide-ranging review in the period 2014-2016.

The purpose of this paper is to examine the liberalization of Taiwan's capital market regarding cross-Taiwan-Strait listing of securities. Taiwan is in an advantageous position to compete with other Asian rivals to attract issuers and capital from China. However, the long political hostility ensures that there is little regulatory cooperation on both sides of the Taiwan Strait. Assuming that the creation of a cross-strait capital market is an unstoppable trend, this paper examines from the perspective of regulatory competition several regimes that may facilitate Taiwan to overcome regulatory obstacles arising from the special Sino-Taiwan relationship. This paper argues that regulatory cooperation or even harmonization of Sino-Taiwan laws will be very difficult. However, the cooperation of stock exchanges in China and Taiwan may be a first step toward further official collaboration. Another approach is to strengthen domestic supervision in Taiwan with a sponsorship program. Nevertheless, such a program may be very expensive to maintain. Given the regulatory obstacles between Taiwan and China, a better approach seems to open an alternative trading market with more flexible rules designed for Chinese securities in Taiwan. Such a market-oriented approach may liberalise Taiwan's capital market to Chinese and foreigners, while still maintain the level of domestic investor protection without raising much regulatory and compliance costs.

Squeeze-out transactions are controversial as the controlling shareholders may expropriate the minorities' shareholdings at unattractive prices. Existing scholarship has focused on the optimal approach towards regulating such transactions in the US and the UK, which have widely dispersed public shareholdings, but little attention is placed on jurisdictions with concentrated shareholdings, which may necessitate a different approach given that the prospects of expropriation are very high. This article fills the gap by examining Hong Kong and Singapore, which have concentrated shareholdings. Notwithstanding the fact that they have adapted their corporate and securities laws from the UK, Hong Kong ultimately provides greater minority shareholder protection than Singapore. We present empirical evidence that the differences in regulation have led to a smaller number of squeeze-outs but higher premium payable to minority shareholders in Hong Kong, as compared to Singapore. However, Hong Kong firms experience higher levels of related party transactions prior to the squeeze-outs, which represent another form of tunnelling. We explain that the differences in regulation and discuss the normative implications of our findings. Our study contributes to the broader literature that "law matters" and provides case studies of how interest group politics shape the evolvement of laws and regulation.