Suchergebnisse

This article analyzes definitions and the role of hostile takeovers at the Russian and European markets for corporate control. It develops the methodology of assessing the efficiency of anti-takeover defenses adapted to the conditions of the Russian market. The paper uses the cost-benefit analysis, where the costs and benefits of the pre-bid and post-bid defenses are compared.

The boom in corporate restructuring, accompanied by large increases in debt finance, was one of the most important developments in the U.S. economy in the 1980s. Financial and tax specialists analyze how the U.S. tax system-especially in its bias toward debt financing-has affected corporate financial decisions and influenced the recent wave of corporate restructuring. The authors evaluate the hypothesis that the rise in the cost of capital during the 1980s helped stimulate the surge in corporate takeovers. They analyze the effect that changes in tax laws and in the volume of government debt have had on corporate financial decisions. The authors examine how recent financial innovations have blurred the distinction between debt and equity finance.

The two main constituents of any corporate governance system are corporate governance regulation and the market for corporate control. Their impact on economic growth, the development of markets, and the governance of firms has been widely studied both theoretically and empirically. However, empirical research in this field remains mostly confined to the UK and US and there is little known about the effects of takeover market and corporate legislation in Continental Europe. This dissertation provides a comprehensive overview of the market for corporate control and corporate governance regulation in European countries and documents their evolution during the past 15 years. The overview is complimented with the analysis of the impact of corporate takeovers and regulatory environment in European countries on companies' profitability and the choice of financing sources. We show that there are substantial differences between Anglo-American and Continental European markets for corporate control and legal systems and these differences have significant impact on economic growth, the development of markets, and the governance of firms.

U.S. companies are still reeling from the takeovers, leveraged buyouts, junk bond issues, re-capitalizations, and other financial restructuring transactions that reshaped corporations in the 1980s. In this book, distinguished economists and scholars in the business administration, management, and law discuss how those transactions affected corporate management and the financial markets. The authors examine why so much corporate restructuring occurred and, particularly, what corporate governance problems were behind it. They evaluate the causes and effects of restructuring, the economic, political, and legal environment that encouraged it, and the new laws and court rulings that resulted. The contributors explain that financial restructuring was driven by a dispute over who should control large public corporations, what their goals should be, to whom the organizations and their managers should be accountable, and how to make them more accountable. Although the wave of financial restructuring itself has subsided, this conflict remains unsolved and will continue to influence the business climate. The Deal Decade addresses such issues as: Why did long-dormant questions about corporate performance and governance surface in the 1980s? Why did they manifest themselves in takeovers and financial restructurings? Why would capital structure be likely to affect corporate performance? Were the increased use of debt and rapid pace of innovation in financial markets, and the explosion in takeover activity independent phenomena or related? And if related, which caused which? Finally, why did the impulse to restructure subside without having resolved the controversies that underlay it?.

TAKEOVER BIDS FOR MAJOR SCOTTISH COMPANIES OFTEN PROVOKE EXPRESSIONS OF CONCERN FROM SECTIONS OF THE SCOTTISH COMMUNITY BECAUSE OF FEARS THAT THE LOSS OF DOMESTIC CONTROL MAY PROVE HARMFUL TO THE REGIONAL ECONOMY. THIS PAPER REPORTS THE RESULTS OF RESEARCH TO IDENTIFY THE EFFECTS OF EXTERNAL TAKEOVER ON THE LOCAL LINKAGES AND CORPORATE FUNCTIONS OF THE LARGER SCOTTISH MANUFACTURING COMPANIES ACQUIRED DURING THE PERIOD 1965 TO 1980. THE PAPER EXAMINES FIRST THE RELATIONSHIP IN THEORY BETWEEN EXTERNAL TAKEOVERS AND REGIONAL ECONOMIC PERFORMANCE, DISTINGUISHING BETWEEN INTERNAL COMPANY EFFECTS AND EXTERNAL IMPACTS ON THE WIDER ECONOMY. IT IS SUGGESTED HERE THAT IT IS EFFECT OF ACQUISITION ON LOCAL LINKAGES AND CORPORATE FUNCTIONS THAT LARGELY GOVERNS THE OUTCOME FOR THE WIDER ECONOMY. THE REMAINING SECTIONS DISCUSS THE DATA, METHODS AND RESULTS WITH PARTICULAR ATTENTION BEING GIVEN TO THE IDENTIFICATION OF THE TAKEOVER CHARACTERISTICS MOST ASSOCIATED WITH THE REMOVAL OF LINKAGES AND CORPORATE FUNCTIONS FROM THE SCOTTISH ECONOMY.

We examine the role of three types of stakeholders in the uneven adoption of an organizational practice in different countries, arguing that organizational practices achieve widespread use only when they are consistent with the interests of the most powerful social actors as enshrined in legal rights. Building on a "stakeholder-power" approach to corporate governance, we examine whether the interests of shareholders, workers, and banks are consistent with the practice of hostile takeovers. Regressions using data on as many as 37 countries between 1988 and 1998 lend support to predictions that hostile takeovers increase in frequency with the extent to which shareholder rights are protected and decrease with the degree to which workers' and banks' rights are protected. We discuss the implications for the analysis of comparative institutions and for organizational theory.