Taylor, Peter Neil
The Companies Act 2006 aims to make a significant contribution to the corporate governance system in the UK by embedding in statute the concept of 'enlightened shareholder value'. The Act legally mandates shareholder value but with the proviso that it should be 'enlightened' by two statutes designed to promote an 'inclusive' approach towards the interests of stakeholders and to encourage a long term view to be taken of corporate investment. S.172(1) of the Act places an obligation on directors to 'have regard to' a range of other stakeholder interests in pursuit oftheir general duty 'to promote the success of the company' and SA17 (business review) sets out specific qualitative information which directors must include in their report to shareholders. This thesis describes a detailed empirical study of how a sample of FTSE 350 companies and major institutional investors have reacted to the two statutes. It complements the work of legal scholars who have variously described the enlightenment principle as little different from the shareholder model and as a 'third way', intermediate between the Anglo-US and stakeholder-orientated models of corporate governance. The study also explores the paradox at the heart of S.172(1), the outcome of which, together with a study of the literature, a review of the principal theories of governance and the empirical results enables a theory to be proposed which describes the enlightenment of shareholder value. This suggests that enlightenment is best viewed as a theory which aims to preserve the integrity of the shareholder model by mitigating against the possibility of market failure. Enlightened shareholder value is thus a complement to other institutional measures which encourage good governance for the benefit of shareholders and other stakeholders alike
Omo-Eboh, Omogbai I.
Insurance affects a substantial number of the Nigerian population who take out insurance cover for protection against fortuitous risks or as a form of financial investment and security. This has led to a growing insurance industry in Nigeria. Over the years, a number of common law principles developed in the English courts have been adopted and applied by courts in Nigeria in the settlement of disputes arising from insurance contracts. Certain aspects of these principles and insurance practice are in need of reform as they tend to defeat the expectation of insurance consumers. As such, the legal principles have undergone significant statutory reforms in different countries including Nigeria. It is against this background that the thesis examines some aspects of the common law principles as applied in Nigeria and the impact which indigenous enactments and recent statutory reforms have on them. The work, though not primarily intended as a comparative study, draws from the approach to insurance reform in other common law countries, and recommendations on further reform in Nigeria are made where appropriate. The thesis is mainly directed at the protection of the insured and potential insured, an aspect of what is often known as consumer protection in insurance contracts. Thus, it is those aspects of the law affecting the insured that are mainly examined. These include the formation and documentation of insurance contracts, the role of insurance intermediaries, and the law governing warranties, conditions, non-disclosure and misrepresentations in insurance. The work concludes with an examination of judicial control and governmental regulation of insurance.
It is one of the key insights of economics that markets always adjust. Any change in law will change the way the game is played; the market has no obligation to accomplish the aim of the law, it will attempt to maximize interests within the constraints of that law. This thesis will focus on three areas of corporate law: 1) minority rights, 2) secured credit and 3) insolvency. Minority Rights. This chapter argues that a) there are valid reasons for concentrated ownership and b) a much better indication of the control afforded by corporate law is the control premium. Control confers a premium under any system; in a dispersed shareholding, it falls to the managers, in a concentrated shareholding, to the majority shareholders. The legal method for controlling majority shareholders is through derivative suits, or in the UK, unfair prejudice suits. Secured Credit. The academic literature in the field has cast doubts on the efficacy and desirability of secured credit (particularly the seminal article by Bebchuk and Fried). This chapter argues that most arguments against secured credit are flawed, excepting perhaps the case for the priority of tort creditors. Insolvency. This chapter analyses the changes to UK insolvency law introduced by the Enterprise Act 2002. This chapter argues that the changes do little to change the UK into a "rescue culture" although it can perhaps be argued that the changes do weaken the liquidation bias. It concludes that the current UK insolvency regime appears to shift the balance of power in the direction of unsecured creditors.
Market manipulation in Kuwait stock exchange : an analysis of the regulation of market manipulation prior and under Law no. 7 of 2010Al Shuraian, Fatemah Abdulla January 2014 (has links)
There are many practises that affect and harm the integrity of financial markets. These acts fall under the general title of ”Market Abuse”. This title can be divided into two main forms, insider dealing and market manipulation. This research primarily aimed at exploring the regulation of market manipulation in Kuwaiti law. Market manipulation practises came under regulation for the first time via Law No. 7 in 2010. Therefore, it is essential to differentiate between the periods; before and after the issuance of this law. Hence, there are four main objectives to this study: 1) define market manipulation and its common forms, 2) explore the applicability of criminal and civil Kuwaiti law to market manipulation practises prior Law No. 7, 3) critically evaluate how well this law covers the forms of market manipulation identified and 4) evaluate how effective the law is through its enforcement and implementation. To achieve these objectives, different methods have been followed. Overall, this research follows a critical analysis approach. In addition, the extant literature has been explored. The evaluation of Law No. 7 has been conducted using the more established regulatory law, the FSMA 2000, was taken as a basis for the analysis and evaluation. It has been found that prior to Law No. 7 of 2010, regulation of market manipulation practises was almost non-existent. Law No. 7 of 2010 does largely cover most forms of market manipulation, excluding stabilizing the security price and information based on manipulation of forms. Civil penalties, as compared with those in the UK, tend to be lenient, which may prove problematic in deterring manipulative practises. Judges in general also lack the experience and confidence to apply and enforce sanctions regarding manipulative practises yet it must be noted that the law has not been in action for very long. Thus, it is recommended that the fourth objective of the study be repeated after the law has been in place for several years to reassess its success in combating manipulative practises.
The liberalisation of the global textiles trade with the end of the Multi-fibre Agreement in January 2005 led to the rise of China as the leading textiles producing country. China’s dominance as a result of lower wages and economies of scale in production meant that not many countries could compete with it. The question which arises is whether there are other forms of competition other than price which is applicable to the global textiles trade and can be used as a tool to develop it. Can the industry survive and grow when intellectual property is captured and protected effectively? The study will focus on the intellectual property system and textiles industry in Thailand and examine how effective intellectual property protection and enforcement might help the Thai industry to survive and grow. The Thai system and experience will be compared to the UK as a model developed country and China as the model developing country. An assessment of the global textiles industry will be followed by a review of the IP legislation of the model countries and Thailand. This is to ascertain what international intellectual property protection is available for textiles and fashion designers and manufacturers. It will be followed by an analysis of the enforcement of IPRs in these countries. The way in which IPRs are enforced and how this enforcement affects its textiles and fashion industry will be significant in determining what could work best for a developing country such as Thailand. Thirdly, empirical research was conducted to determine the attitude of fashion and textiles designers in all three countries as to whether IP plays a role for them. Lastly, recent developments in the UK, China and Thailand in regard to IP policy and the textiles and fashion industries will be examined. The recommendations that will be made to Thailand and the consideration of whether IP can be used as a tool in the textiles and fashion industry in developing countries is part of the larger debate of whether the TRIPS and IPRs can be beneficial to developing countries which forms the context to this thesis.
This thesis is about equity in the Chinese law. In the classical Chinese literature, it was referred to as qingli, which means 'social obligations' to balance the rigidity of positive laws. Like its Western counterpart, this equity entails a twofold meaning: (1) the moral principles that have been into the positive laws (which Huang referred to as 'official representation') and (2) in judicial practice, the correction of hardship that arises out of the deficiency as inherent in positive laws. As far as its historical evolution is concerned, this thesis examines three consecutive periods, namely imperial China (221BC to 1911), revolutionary period (1911-76) and reformist era (1978-present). In imperial China, equity followed a path similar to its Roman counterpart in that there was a harsh law first, into which equity was gradually incorporated, until it reached its maturity in the Tang Code of 653 AD. This imperial construct was swept ruthlessly away by the revolutionary thunderstorm in the early 1910s. In the midst of this tempest, the communist effort to seek an alternative to both traditional and imported models culminated in creating a legal system called People's Justice. Equity in this period was reinterpreted as mass participation and mobilisation. However, Mao's idealism not only turned the whole nation into chaos but also devoured its own devoted followers. This was partly the reason why in 1978 the Deng-led government unanimously held that China should relink with the outside world. In this state-led integration to global capitalism, equity underwent its second turn, now defined as local contextualisation of the rapidly formalised and westernised laws. The conclusion duly analyses both predicaments and opportunities for further development of equity in China. It calls for as much a reinvention of traditions as an attention for local contexts to construct a modern equity in China.
Mistrust in numbers : the rise of non-financial and future-oriented reporting in UK accounting regulation in the 1990sChahed, Yasmine January 2009 (has links)
This thesis studies the rise of non-financial and future-oriented narratives in the regulatory framework for financial reporting standard-setting and legislation in the UK in the 1990s. The questioning of financial reporting numbers that surfaced in these debates is called here a "mistrust in numbers". To study the moments when a 'trust in numbers' is destabilized through these debates, the thesis focuses on three interrelated processes of financial reporting change. First, the thesis addresses the ways in which accounting sought to expand into new territory - territory in which the emergence of a category of non-financial and future-oriented accounting became closely linked to a rethinking of the concepts of how to govern British companies in the last two decades of the 20th century. Second, the thesis analyses how the expansion of accounting standard-setting beyond a focus on the financial statements in the early 1990s was made possible by the interplay of a number of ideas - some complementary, others competing - about the technical, professional, and international role of the British Accounting Standards Board. Third, the thesis analyses the agenda-setting process for the British Company Law Review between 1998 and 2002. It outlines how, through this reform process, a realignment between law, accounting, and "the State" was sought, one that mediated and structured at the same time modes of economic governance pertaining to both "the State" and "the market". This thesis concludes that the calls in the UK for supplementing financial statements with non-financial and future-oriented reporting elements constitute a significant rethinking of the roles of accounting and regulation in organising economic life. This rethinking entails, it is suggested, a move away from an emphasis on the neutrality and objectivity which has typically been associated with accounting numbers, and towards one aspiring to provide "transparency" based on an underlying economic reality.
Hossein Abadi, Shokouh
International investment has significantly increased in the recent decades. Because of the specific nature of host states and investors, power is of one of the most critical dynamics of this field. Despite its importance, power has been a neglected area of research in investment. Power is a complex, but highly essential concept, which can be conceptualised from different dimensions. In investor-state arbitration relationship, the three principal players have different forms of power: legal, economic, and political. This thesis argues that arbitrators have a crucial role in enhancing legitimacy and effectiveness of investment arbitration system. They can function this task through their legal powers. Firstly by complying with the main principles of the rule of law, including equality before the law, impartiality and independence, and procedural justice, arbitrators can secure the legitimacy of investment arbitration system. Secondly by balancing power inequalities and conflict of interests of the parties, on the basis of the principles of inequality of bargaining power and proportionality, arbitrators can contribute in increasing the effectiveness of the system. Thus the legitimacy and effectiveness of the investment arbitration system is contingent to power dynamic. The effect of legitimacy is to maintain sustainability, and the impact of effectiveness is to secure the development of the system. Thus power in investment arbitration, as the focus of this thesis, has a fundamental role on sustainability and development of investment arbitration as well as international investment system as a whole. Consequently power as a latent, but essential factor in investment arbitration, shall be scrutinised.
The rapid development of investment arbitration, especially during the last two decades, has been followed by extensive academic research and scholarly writings in this field. However, these have focused mainly on the legal documents that allow investment arbitration, grounds for the claims brought before investment tribunals, jurisdiction of arbitral tribunals, remedies available to foreign investors, and other similar topics. The calculation of the applicable monetary compensation payable to investors and the assessment of the value of investments have not received extensive attention in such writings even though the main point of interest for the parties involved in investment arbitration usually consists in how much they can gain (in the case of investors) or how much they can lose (in the case of host states) as a result of the arbitration. As the monetary compensation payable to investors as an outcome of investment arbitrations is directly linked to the value of the investments that are negatively affected by host states, the assessment of the value of investments at the centre of arbitral disputes is important for both investors and host states. Given its importance, the present research examines the valuation approaches and methods which may be employed in investment arbitration in order to assess the value of investments. The thesis focuses on the main approaches for the valuation of investments at the centre of disputes (namely the market based, the income based and the asset based valuation approaches); the corresponding valuation methods through which such approaches are implemented; and the basis for their application. The research includes a comparative analysis of the existing valuation instruments. This shows why certain approaches may be used to assess the value of investments in particular arbitration circumstances while others may not. Also, the research points out the importance of correctly correlating the application of the valuation instruments to the context of each investment dispute by reference to at least the type of investment involved, the category of available evidence, and the type of damage incurred by investors. The research uncovers the main advantages and disadvantages of the valuation instruments used in investment disputes. This indicates that the valuation instruments demonstrate a mutual superiority, and also that no complete valuation instrument currently exists. The thesis concludes that the current practice of arbitration tribunals in relation to valuation matters can be improved from several perspectives (i.e. from regulatory, administrative, judicial and theoretical perspectives), and formulates suggestions in this respect.
Owles, D. B.
No description available.
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