Sarbanes-Oxley 法案生效后的国际公司治理INTERNATIONAL CORPORATE GOVERNANCE AFTER SARBANES-OXLEY

作者: Paul Ali 著

出版社: 吉林长白山

出版时间: 2006-12

版次: 1

ISBN: 9780471775928

定价: 722.75

装帧: 精装

开本: 其他

纸张: 胶版纸

页数: 583页

分类: 外文古旧书>英文书>管理

　　"The Sabanes-Oxley Act has been one of the most significant developments in corporate and securities regulation since the New Deal. This collection of important articles would be a valuable resource for anyone seeking to understand Sabanes-Oxley's far-reaching effects on corporate governance in the United States and elsewhere."

  —Jesse Fried, coauthor of Pay Without Performance: The Unfulfilled Promise of Executive 　　Compensation and Professor of Law at the University of California, Berkeley
   "The editors have assembled the latest cutting-edge research on international corporate governance by respected academics in this field. In this handbook, the editors deal with all aspects of the significant legislative changes to corporate governance regulation. It introduces the reader to the new rules that will certainly improve the reliability and the accuracy of disclosures made by corporations. The book comes at the right moment with the recent scandals such as Enron, which will educate all readers especially shareholders of corporate stock."

  —Komlan Sedzro, Professor of Finance, University of Quebec at Montreal

  "Today, corporate governance is a topic at the center of public policy debate in most industrialized countries. The range of concerns; the variety of approaches; and their tendency to converge in some areas or diverge in others (not always in the right directions) are emphatically demonstrated by these essays. There is material here of enormous interest for scholars of comparative law and economic regulation. And significantly, the presentation of essays from legal, financial, and regulatory viewpoints demonstrates the growing practical as well as theoretical utility of interdisciplinary work in this area. Professors Ali and Gregoriou are to be warmly congratulated for their skill and initiative in assembling an important publication, as well as for their own contributions to interdisciplinary scholarship."

  —R. P. Austin, BA, LLM (Sydney), DPhil (Oxon), Supreme Court of New South Wales

  "This very international collection emphasizes the economic line of descent, while including legal and socio-legal contributions. It fills a very important gap in our empirical knowledge of corporate governance. It is accessible and comprehensive and will greatly assist readers from all relevant disciplines, who are trying to discern the shape of corporate governance as a mature field."

  —Dimity Kingsford Smith, Professor of Law, University of New South Wales Paul U. Ali is an Associate-Professor in the Faculty of Law, University of New South Wales, Sydney, Australia. Paul was previously a lawyer in Sydney, specialising in corporate finance, securitization and structured finance. He was part of the corporate a Preface

Acknowledgments

About the Editors

About the Authors

PART ONE: FRAMEWORK OF CORPORATE GOVERNANCE

　Chapter 1 The Ethics of Corporate Governance: What would the Political Philosophers Say? (Colin Read)

　Chapter 2 The Politics of Symbolism: Sarbanes-Oxley in Context (Justin O’Brien)

　Chapter 3 Governance and Performance Revisited (Øyvind Bøhren and Bernt Arne Ødegaard)

　Chapter 4 Corporate Governance as a Process Oriented Approach to Socially Responsible Organizations (Marijan Cingula)

　Chapter 5 The Impact of the New Corporate Governance Code on the Belgian Stock Market (Albert Corhay, Andree Dighaye and Pierre-Armand Michel)

PART TWO: CORPORATE GOVERNANCE AND THE GLOBAL FINANCIAL MARKETS

　Chapter 6 Corporate Governance of Hedge Funds (Robert Christopherson, Greg NGregoriou and William RKelting)

　Chapter 7 Corporate Governance Reform in Australia: The Intersection of Investment Fiduciaries and Issuers (Martin Gold)

　Chapter 8 Corporate Social Responsibility and Fiduciary Investment in Australia (Paul UAli)

　Chapter 9 Issuers’ Liability for Financial Information as an Instrument of Corporate Governance Enforcement (Clemens Völkl)

　Chapter 10 Investing in Death/Speculating on Mortality: Some Thoughts on Life Insurance Securitization (Paul UAli)

PART THREE: SHARE OWNERSHIP AND SHAREHOLDER CONTROL RIGHTS

　Chapter 11 Ownership Structure Metrics (Stefan Prigge and Sven Kehren)

　Chapter 12 The Effectiveness of Shareholders Meetings: An Overview of Recent Developments (Gregory FMaassen and Darrell Brown)

　Chapter 13 The Market for Corporate Control and the Implications of the Takeover Directive (2004/25) (Blanaid Clarke)

PART FOUR: ACCOUNTABILITY OF DIRECTORS AND EXECUTIVES

　Chapter 14 Board Power Relations and the Impact of the UK’s Combined Code on Corporate Governance (Timothy JNichol)

　Chapter 15 CEO Compensation in Australia’s Largest Companies (Geof Stapledon)

　Chapter 16 Directors’ and Officers’ Liability in France (Alain-Xavier Briatte and Michael Julian)

　Chapter 17 Independent Directorship Systems in Greater China (Margaret Wang)

PART FIVE: RESPONSIBILITIES TO STAKEHOLDERS, AND OTHER EMERGING TRENDS IN CORPORATE GOVERNANCE

　Chapter 18 The Primary Stakeholder Relationships: Corporate Governance and Value Creation (Andrea Beretta Zanoni)

　Chapter 19 Family Ownership and Corporate Governance (María Sacristán-Navarro and Silvia Gómez-Ansón)

　Chapter 20 The European Social Model of Corporate Governance: Prospects for Success in an Enlarged Europe (Irene Lynch Fannon)

　Chapter 21 Contract Negotiation and Internal Regulation Mechanisms in a Firm (Hubert de La Bruslerie)

　Chapter 22 Prospects and Limits of Corporate Governance Codes (Björn Fasterling)

　Chapter 23 Assessing the Effectiveness of Boards of Directors and Individual Directors (Richard Leblanc)

References

Index
内容简介:
　　"The Sabanes-Oxley Act has been one of the most significant developments in corporate and securities regulation since the New Deal. This collection of important articles would be a valuable resource for anyone seeking to understand Sabanes-Oxley's far-reaching effects on corporate governance in the United States and elsewhere."

  —Jesse Fried, coauthor of Pay Without Performance: The Unfulfilled Promise of Executive 　　Compensation and Professor of Law at the University of California, Berkeley
   "The editors have assembled the latest cutting-edge research on international corporate governance by respected academics in this field. In this handbook, the editors deal with all aspects of the significant legislative changes to corporate governance regulation. It introduces the reader to the new rules that will certainly improve the reliability and the accuracy of disclosures made by corporations. The book comes at the right moment with the recent scandals such as Enron, which will educate all readers especially shareholders of corporate stock."

  —Komlan Sedzro, Professor of Finance, University of Quebec at Montreal

  "Today, corporate governance is a topic at the center of public policy debate in most industrialized countries. The range of concerns; the variety of approaches; and their tendency to converge in some areas or diverge in others (not always in the right directions) are emphatically demonstrated by these essays. There is material here of enormous interest for scholars of comparative law and economic regulation. And significantly, the presentation of essays from legal, financial, and regulatory viewpoints demonstrates the growing practical as well as theoretical utility of interdisciplinary work in this area. Professors Ali and Gregoriou are to be warmly congratulated for their skill and initiative in assembling an important publication, as well as for their own contributions to interdisciplinary scholarship."

  —R. P. Austin, BA, LLM (Sydney), DPhil (Oxon), Supreme Court of New South Wales

  "This very international collection emphasizes the economic line of descent, while including legal and socio-legal contributions. It fills a very important gap in our empirical knowledge of corporate governance. It is accessible and comprehensive and will greatly assist readers from all relevant disciplines, who are trying to discern the shape of corporate governance as a mature field."

  —Dimity Kingsford Smith, Professor of Law, University of New South Wales
作者简介:
Paul U. Ali is an Associate-Professor in the Faculty of Law, University of New South Wales, Sydney, Australia. Paul was previously a lawyer in Sydney, specialising in corporate finance, securitization and structured finance. He was part of the corporate a
目录:
Preface

Acknowledgments

About the Editors

About the Authors

PART ONE: FRAMEWORK OF CORPORATE GOVERNANCE

　Chapter 1 The Ethics of Corporate Governance: What would the Political Philosophers Say? (Colin Read)

　Chapter 2 The Politics of Symbolism: Sarbanes-Oxley in Context (Justin O’Brien)

　Chapter 3 Governance and Performance Revisited (Øyvind Bøhren and Bernt Arne Ødegaard)

　Chapter 4 Corporate Governance as a Process Oriented Approach to Socially Responsible Organizations (Marijan Cingula)

　Chapter 5 The Impact of the New Corporate Governance Code on the Belgian Stock Market (Albert Corhay, Andree Dighaye and Pierre-Armand Michel)

PART TWO: CORPORATE GOVERNANCE AND THE GLOBAL FINANCIAL MARKETS

　Chapter 6 Corporate Governance of Hedge Funds (Robert Christopherson, Greg NGregoriou and William RKelting)

　Chapter 7 Corporate Governance Reform in Australia: The Intersection of Investment Fiduciaries and Issuers (Martin Gold)

　Chapter 8 Corporate Social Responsibility and Fiduciary Investment in Australia (Paul UAli)

　Chapter 9 Issuers’ Liability for Financial Information as an Instrument of Corporate Governance Enforcement (Clemens Völkl)

　Chapter 10 Investing in Death/Speculating on Mortality: Some Thoughts on Life Insurance Securitization (Paul UAli)

PART THREE: SHARE OWNERSHIP AND SHAREHOLDER CONTROL RIGHTS

　Chapter 11 Ownership Structure Metrics (Stefan Prigge and Sven Kehren)

　Chapter 12 The Effectiveness of Shareholders Meetings: An Overview of Recent Developments (Gregory FMaassen and Darrell Brown)

　Chapter 13 The Market for Corporate Control and the Implications of the Takeover Directive (2004/25) (Blanaid Clarke)

PART FOUR: ACCOUNTABILITY OF DIRECTORS AND EXECUTIVES

　Chapter 14 Board Power Relations and the Impact of the UK’s Combined Code on Corporate Governance (Timothy JNichol)

　Chapter 15 CEO Compensation in Australia’s Largest Companies (Geof Stapledon)

　Chapter 16 Directors’ and Officers’ Liability in France (Alain-Xavier Briatte and Michael Julian)

　Chapter 17 Independent Directorship Systems in Greater China (Margaret Wang)

PART FIVE: RESPONSIBILITIES TO STAKEHOLDERS, AND OTHER EMERGING TRENDS IN CORPORATE GOVERNANCE

　Chapter 18 The Primary Stakeholder Relationships: Corporate Governance and Value Creation (Andrea Beretta Zanoni)

　Chapter 19 Family Ownership and Corporate Governance (María Sacristán-Navarro and Silvia Gómez-Ansón)

　Chapter 20 The European Social Model of Corporate Governance: Prospects for Success in an Enlarged Europe (Irene Lynch Fannon)

　Chapter 21 Contract Negotiation and Internal Regulation Mechanisms in a Firm (Hubert de La Bruslerie)

　Chapter 22 Prospects and Limits of Corporate Governance Codes (Björn Fasterling)

　Chapter 23 Assessing the Effectiveness of Boards of Directors and Individual Directors (Richard Leblanc)

References

Index