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Takeover Laws and Financial Development

Nenova, Tatiana
Fonte: World Bank, Washington, DC Publicador: World Bank, Washington, DC
Português
Relevância na Pesquisa
37.03%
The issue of "an appropriate" legal framework, especially in the case of the takeover market, has been poorly studied in the case of emerging markets, yet it is of immediate relevance and practical policymaker interest. The study makes a first attempt to analyze takeover regulations in a comparative context across 50 countries. It proposes a methodology to create a detailed index on the most salient features of capital market laws, and illustrates the approach on the case of takeover legislation. The methodology allows better understanding of the impact of laws on markets and development, allows a detailed quantification of a given regulation, in this case takeover market rules, and helps determine relevant policy implications. Specifically, the framework permits the exploration of the effects of individual regulations, their substitutability and interplay, as well as the overall extent of friendliness of the laws to investors, or particular groups thereof (such as minority shareholders), and the links of specialized regulation with the overall legal system. Finally, the study explores the effect of the investor-friendliness of takeover laws on stock market development.

Corporate Governance Country Assessment : Republic of Korea

World Bank
Fonte: Washington, DC Publicador: Washington, DC
Português
Relevância na Pesquisa
46.86%
Since 1998, Korea has taken important steps to address the weaknesses that contributed to the economic crisis of 1997. The corporate governance framework has been strengthened significantly. The reform agenda, however, remains unfinished and the equity markets relative to other OECD countries remain underdeveloped. There has been good progress in upgrading accounting and auditing standards and practices, as well as strengthening underlying institutions responsible for setting standards and ensuring compliance. The Financial Supervisory Commission/Financial Supervisory Services have been established, and the role of the Korean Institute of Certified Public Accountants has been strengthened. Efforts should continue to further improve accounting standards and improve accounting and auditing practices, and include measures to clarify and strengthen the role and function of audit committees consistent with international best practices; replace statutory auditors with audit committees for smaller companies over time; and upgrade the skills and knowledge of audit committee members. While holding companies are allowed...

Firms Behaving Nicely : Incentives and Commitment

Klein, Michael
Fonte: International Finance Corporation, Washington, DC Publicador: International Finance Corporation, Washington, DC
Português
Relevância na Pesquisa
37.08%
Ever since the rise of large firms in the 18th century, debate has been raging about how to combine economic efficiency and productivity with socially desirable behavior of firms. This paper reviews the debate starting with the classic corporate governance argument about shareholder rights. It discusses the potential incentives to exploit other stakeholders unduly and examines some mechanisms, beyond contracts and regulation, to cope with this exploitation. In this light it considers reputational mechanisms, using the example of corporate social responsibility, and changes to the constitution of firms, with emphasis on the nonprofit form of enterprise. Based on evidence so far, the for-profit firm with mechanisms assuring sound shareholder rights remains preferable to the alternatives. However, scope for experimentation with mechanisms such as different classes of shareholders with differing voting rights may be socially useful, which suggests that global corporate governance principles thus should not be prescriptive in detail.

Reforming Corporate Governance : Experiences with Public Takeover Bids in Chile and Panama

Clarke de la Cerda, Alvaro; Barsallo, Carlos A.
Fonte: International Finance Corporation, Washington, DC Publicador: International Finance Corporation, Washington, DC
Português
Relevância na Pesquisa
37.06%
Focus 6 covers the experiences of two high-profile cases in Chile and Panama and analyzes reforms that shape new legislation and protect minority shareholders. The first article in this publication explores the impact the reforms to the regulation of corporate governance in 2000 on the capital market in Chile. After seven years of implementing the new law it is possible to consider, with a more informed vision, what the positive and negative elements that strengthening the regulation of corporate governance have brought. The experience of Panama is also an ironic commentary on the Chilean experience. It is the case for reform to protect minority shareholders which was introduced by the Panamanian securities regulator. In reaction to this, some interested individuals rejected the reform proposal in theory, tying up the initiative in the courts, but accepted it and followed it in practice. And continue to do so even today. The history, regulation and the practice of takeovers in Panama presents interesting paradoxical and contradictory features...

Corporate Governance Country Assessment : Colombia

World Bank
Fonte: Washington, DC Publicador: Washington, DC
Português
Relevância na Pesquisa
37.07%
This report assesses the corporate governance policy framework, enforcement and compliance practices in Colombia. The capital markets are small relative to the economy and trading volume is low equity trading totals about USD one million, as compared to USD one billion in fixed income trading. The corporate sector is largely owned and controlled by family groups and conglomerates. The challenge is to create an environment where medium-sized companies can raise capital in the market and help them make the transition from tightly-controlled family firms to public companies. While pension funds represent a large and rapidly growing source of funds, they are reluctant to invest in equities. It has been demonstrated across countries that capital market development correlates positively with the degree of shareholder protection and good corporate governance. Awareness of the importance of corporate governance issues is growing. Success stories of privatizations linked with good corporate governance highlight the importance of the issue. Colombia is an interesting example of the interplay between legal changes and voluntary initiatives based on the incentive to attract capital. It has put a minimum corporate governance disclosure regime in place for companies that wish to be eligible for pension fund investments. The report recommends (i) the adoption of a securities bill as proposed by the securities regulator supevalores; (ii) the adoption of International Accounting Standards (IAS) and International Standards on Auditing (ISA) and the creation of an independent audit oversight board; (iii) improved enforcement; (iii) enhanced monitoring of compliance with the code of good governance...

Corporate Governance Country Assessment : Togo

World Bank
Fonte: Washington, DC Publicador: Washington, DC
Português
Relevância na Pesquisa
36.98%
The purpose of this ROSC assessment of corporate governance in Togo is to help improve corporate governance in the country by assessing law and practice, suggesting reforms, and supporting the country in its effort to implement changes for better corporate governance. Corporate governance refers to the structures and processes for the direction and control of companies. Corporate governance concerns the relationships among the management, board of directors, controlling shareholders, minority shareholders and other stakeholders. This definition focuses on company performance and shareholder value. For emerging market countries, improving corporate governance can serve a number of important public policy objectives. Good corporate governance reduces emerging market vulnerability to financial crises, reinforces property rights, reduces transaction costs and the cost of capital, and leads to capital market development. Weak corporate governance frameworks reduce investor confidence, and can discourage outside investment. In state-owned enterprises (SOEs)...

Corporate Governance Country Assessment : Thailand

World Bank
Fonte: Washington, DC Publicador: Washington, DC
Português
Relevância na Pesquisa
37.03%
This report assesses Thailand s corporate governance policy framework. It highlights recent improvements in corporate governance (CG) regulation, makes policy recommendations, and provides investors with a benchmark against which to measure corporate governance in Thailand. It is an update of the 2005 Corporate Governance Report on the Observance of Standards and Codes (CG ROSC). Good corporate governance enhances investor trust, protects minority shareholders, and encourages better decision making and improved relations with workers, creditors, and other stakeholders. Better investor protection can lower the cost of capital and encourage companies to list and raise funds through equity markets. It is crucial to protect retirement savings invested in listed companies. Good corporate governance also helps to ensure that these companies operate more transparently and efficiently.

Corporate Governance Country Assessment : El Salvador

World Bank
Fonte: Washington, DC Publicador: Washington, DC
Português
Relevância na Pesquisa
37.09%
This report assesses El Salvador s corporate governance policy framework. It highlights recent improvements in corporate governance regulation, makes policy recommendations, and provides investors with a benchmark against which to measure corporate governance in El Salvador. The OECD Principles focus on private-sector publicly traded companies, both financial and nonfinancial, but are also applicable to other public interest entities, including banks, insurance companies, and state-owned enterprises The equity market in El Salvador is small and has not showed much growth in the past five years. Most observers blame unwieldy approval processes for new share offerings, and the predominance in the economy of small- and medium-sized family-owned companies which do not have an interest in becoming public. Given the limited depth of the market, both regulator (SSF) and stock exchange (BVES) have taken measures towards regional integration. El Salvador today is participating in a regional initiative to develop an integrated Central American capital market with Panama and Costa Rica. Good corporate governance enhances investor trust...

Corporate Governance Country Assessment : Ghana

World Bank
Fonte: Washington, DC Publicador: Washington, DC
Português
Relevância na Pesquisa
36.97%
This report assesses Ghana s corporate governance policy framework. It highlights recent improvements in corporate governance regulation, makes policy recommendations, and provides investors with a benchmark against which to measure corporate governance in Ghana. It is an update of the 2005 Corporate Governance ROSC. Good corporate governance enhances investor trust, helps to protects minority shareholders, and can encourage better decision making and improved relations with workers, creditors, and other stakeholders. Better investor protection can lower the cost of capital and encourage companies to list and raise funds through equity markets. Investor protection is also crucial to protect retirement savings as pension funds invest more in listed companies. Good corporate governance also helps to ensure that these companies operate more transparently and efficiently.

Pakistan : Report on the Observance of Standards and Codes (ROSC) : Corporate Governance Country Assessment

World Bank
Fonte: Washington, DC Publicador: Washington, DC
Tipo: Economic & Sector Work :: Corporate Governance Assessment (ROSC); Economic & Sector Work
Português
Relevância na Pesquisa
36.97%
This report provides an assessment of Pakistan's corporate governance policy framework. In Pakistan, awareness of the importance of good corporate governance is high among policymakers and standard setters. It highlights recent improvements in corporate governance regulation, makes policy recommendations, and provides investors with a benchmark against which to measure corporate governance in Pakistan. The focus of the assessment is on listed companies, although reference is also made to banks and other financial institutions. Reform to improve corporate governance has been significant, including the introduction of a code of corporate governance and increased vigilance by regulators. Highly concentrated control by significant shareholders has limited the objectivity of boards and reduced the impact of some of the recent reforms. More generally, many smaller and family-owned companies have a limited awareness of the potential benefits of improved corporate governance. Corporate governance reform needs to percolate throughout the corporate sector, including family-owned businesses. The report concludes that further steps need to be taken to protect shareholder rights, including disclosure of beneficial ownership, and that boards must become more effective...

Corporate Governance Country Assessment : Zambia

World Bank
Fonte: Washington, DC Publicador: Washington, DC
Tipo: Economic & Sector Work :: Corporate Governance Assessment (ROSC); Economic & Sector Work
Português
Relevância na Pesquisa
37.05%
Good corporate governance ensures that companies use their resources more efficiently, protects minority shareholders, leads to better decision making, and improves relations with workers, creditors, and other stakeholders. It is an important prerequisite for attracting the patient capital needed for sustained long-term economic growth. This report provides an assessment of Zambia's corporate governance policy framework. It highlights recent improvements in corporate governance regulation, makes policy recommendations, and provides investors with a benchmark against which to measure corporate governance in Zambia. Tapping the potential of capital markets and professionalizing boards and management will require reform efforts to continue. The companies act should be revised and harmonized with the securities act. Revisions should be accompanied by an analysis of lessons learned from the recently revised companies act in the UK. Stakeholders should consider moving explicit protection against unfair related party transactions into the Code, and revising the non-financial disclosure framework for listed companies. The Lusaka Stock Exchange (LuSE) and its stakeholders should then consider revisions to the code and further develop the LuSE website as a primary source of information about listed companies. The Securities and Exchange Commission (SEC) should continue to build its enforcement capacity...

Corporate Governance Country Assessment : Thailand

World Bank
Fonte: Washington, DC Publicador: Washington, DC
Tipo: Economic & Sector Work :: Corporate Governance Assessment (ROSC); Economic & Sector Work
Português
Relevância na Pesquisa
37.1%
Since 1998, significant corporate governance reforms have been introduced and are underway, including reforms in the structure and function of the board of directors of listed companies, the establishment of the Thai Institute of Directors Association and the Department of Special Investigation, the adoption by the Stock Exchange of Thailand (SET) of 15 principles of good corporate governance, and draft legislation to reinforce the rights of minority shareholders. In addition, the Securities and Exchange Commission (SEC) has improved its monitoring of financial statements of listed companies and stepped up enforcement efforts and increased sanctions for violations. Most recently, the SEC has supported issuance of a Directors' handbook and the establishment of a Director Registry System. The Institute of Certified Accountants and Auditor of Thailand (ICAAT) also has intensified its efforts to improve skills and knowledge of accountants and auditors. Reforms in the legal framework have been slow and need to be expedited. There is a lack of a range of sanctions, criminal, civil, and administrative to facilitate effective enforcement. International financial reporting standards have yet to be adopted. The private sector's awareness of the potential benefits of improved corporate governance may need to be further enhanced. Further steps need to be taken to enhance protection of shareholder rights...

Corporate Governance Country Assessment : Vietnam

World Bank
Fonte: Washington, DC Publicador: Washington, DC
Tipo: Economic & Sector Work :: Corporate Governance Assessment (ROSC); Economic & Sector Work
Português
Relevância na Pesquisa
37.12%
This report assesses Vietnam's corporate governance policy framework. It highlights recent improvements in corporate governance regulation, makes policy recommendations, and provides investors with a benchmark against which to measure corporate governance in Vietnam. It is an update of the 2006 Corporate Governance ROSC for Vietnam. Good corporate governance enhances investor trust, protects minority shareholders, and encourages better decision making and improved relations with workers, creditors, and other stakeholders. Better investor protection can lower the cost of capital and encourage companies to list and raise funds through equity markets. Good corporate governance also helps to ensure that these companies operate more transparently and efficiently. Vietnam has undertaken important corporate governance reforms in recent years. However protecting minority shareholders, fully tapping the potential of capital markets, and professionalizing boards and management will require that reform continues. Key reforms include: Developing an action plan to address core failings of state owned enterprise corporate governance...

The Russia Corporate Governance Manual : Part III. Disclosure and Transparency

International Finance Corporation; U.S. Department of Commerce
Fonte: Washington, DC Publicador: Washington, DC
Tipo: Publications & Research :: Publication; Publications & Research :: Publication
Português
Relevância na Pesquisa
37.03%
The Russia corporate governance manual has been divided into and is published in six parts: (i) corporate governance introduced; (ii) good board practices; (iii) shareholder rights; (iv) information disclosure and transparency; (v) special focus section; and (vi) annexes model corporate governance documents. The first four parts contain chapters that focus on core corporate governance issues, such as a company's board structure, information disclosure practices, and shareholder rights. Part five focuses on corporate governance issues of particular importance in the Russian context, namely corporate governance concerns during a company's reorganization, within holding structures, and relating to enforcement. Part six, finally, offers practical tools in the form of model documents, for example company codes, by-laws, and contracts. All issues are closely examined through Russian law and regulations; the Federal Commission for the Securities Market's Code of Corporate Conduct (FCSM Code) Code and, when applicable...

The Russia Corporate Governance Manual : Part V. Special Focus Section

International Finance Corporation; U.S. Department of Commerce
Fonte: Washington, DC Publicador: Washington, DC
Tipo: Publications & Research :: Publication; Publications & Research :: Publication
Português
Relevância na Pesquisa
37.08%
The Russia corporate governance manual has been divided into and is published in six parts: (i) corporate governance introduced; (ii) good board practices; (iii) shareholder rights; (iv) information disclosure and transparency; (v) special focus section; and (vi) annexes model corporate governance documents. The first four parts contain chapters that focus on core corporate governance issues, such as a company's board structure, information disclosure practices, and shareholder rights. Part five focuses on corporate governance issues of particular importance in the Russian context, namely corporate governance concerns during a company's reorganization, within holding structures, and relating to enforcement. Part six, finally, offers practical tools in the form of model documents, for example company codes, by-laws, and contracts. All issues are closely examined through Russian law and regulations; the Federal Commission for the Securities Market's Code of Corporate Conduct (FCSM Code) Code and, when applicable...

The Russia Corporate Governance Manual : Part VI. Annexes, Model Corporate Governance Documents

International Finance Corporation; U.S. Department of Commerce
Fonte: Washington, DC Publicador: Washington, DC
Tipo: Publications & Research :: Publication; Publications & Research :: Publication
Português
Relevância na Pesquisa
37.03%
The Russia corporate governance manual has been divided into and is published in six parts: (i) corporate governance introduced; (ii) good board practices; (iii) shareholder rights; (iv) information disclosure and transparency; (v) special focus section; and (vi) annexes model corporate governance documents. The first four parts contain chapters that focus on core corporate governance issues, such as a company's board structure, information disclosure practices, and shareholder rights. Part five focuses on corporate governance issues of particular importance in the Russian context, namely corporate governance concerns during a company's reorganization, within holding structures, and relating to enforcement. Part six, finally, offers practical tools in the form of model documents, for example company codes, by-laws, and contracts. All issues are closely examined through Russian law and regulations; the Federal Commission for the Securities Market's Code of Corporate Conduct (FCSM Code) Code and, when applicable...

Corporate Governance Country Assessment : Brazil

World Bank
Fonte: Washington, DC Publicador: Washington, DC
Tipo: Economic & Sector Work :: Corporate Governance Assessment (ROSC); Economic & Sector Work
Português
Relevância na Pesquisa
37.03%
This report assesses Brazil's corporate governance policy framework. It highlights recent improvements in corporate governance regulation, makes policy recommendations, and provides investors with a benchmark against which to measure corporate governance in Brazil. It is an update of the 2005 corporate governance Report on the Observance of Standards and Codes (ROSC). Brazil's experience over the past 10 years has shown the value of corporate governance reforms, both in Brazil and around the world. Good corporate governance enhances investor trust, helps to protects minority shareholders, and can encourage better decision making and improved relations with workers, creditors, and other stakeholders. It is an important prerequisite for attracting the patient capital needed for sustained long-term economic growth. This report is organized into four sections: section one is the commitment of the public and private sectors to reform; section two is shareholder rights; section three is disclosure and transparency; and section four is boards of directors.

Corporate Governance Country Assessment : Russian Federation

World Bank
Fonte: Washington, DC Publicador: Washington, DC
Tipo: Economic & Sector Work; Economic & Sector Work :: Corporate Governance Assessment (ROSC)
Português
Relevância na Pesquisa
37.03%
This report assesses Russia's corporate governance policy framework. It highlights recent improvements in corporate governance regulation, makes policy recommendations, and provides investors with a benchmark against which to measure corporate governance in Russia. Corporate governance has been a major policy issue in Russia since the beginning of its transition to a market economy. The privatization process of the early 1990s was put in place before most elements of the corporate governance and investor protection framework, and there were many widely publicized abuses, leading to very low asset prices. Most observers agree that the corporate governance environment has improved in recent years as the government has enhanced the legal and policy framework, and key institutions have grown in sophistication and maturity. Many major Russian companies have also voluntarily improved their financial and ownership transparency. A number of reform initiatives are currently underway. The report (and this summary) is organized into four sections: i) the commitment of the public and private sectors to reform; ii) shareholder rights; iii) disclosure and transparency; and iv) Boards of Directors. Policy recommendations are developed in detail at the end of each section. The report also includes a special annex that details the reform agenda focusing on related party transaction approval and disclosure...

How Does Corporate Governance Affect Bank Capitalization Strategies?

Anginer, Deniz; Demirguc-Kunt, Asli; Huizinga, Harry; Ma, Kebin
Fonte: World Bank, Washington, DC Publicador: World Bank, Washington, DC
Tipo: Publications & Research :: Policy Research Working Paper; Publications & Research
Português
Relevância na Pesquisa
36.95%
This paper examines how corporate governance and executive compensation affected bank capitalization strategies for an international sample of banks in 2003-2011. "Good" corporate governance, which favors shareholder interests, is found to give rise to lower bank capitalization. Boards of intermediate size, separation of the chief executive officer and chairman roles, and an absence of anti-takeover provisions, in particular, lead to low bank capitalization. However, executive options and stock wealth invested in the bank are associated with better capitalization except just before the crisis in 2006. In that year, stock options wealth was associated with lower capitalization, which suggests that potential gains from taking on more bank risk outweighed the prospect of additional loss. Banks' tendencies to continue payouts to shareholders after experiencing negative income shocks are shown to reflect executive risk-taking incentives.

Proteção aos acionistas minoritários: análise dos efeitos da Reforma da lei nº 6.404/76; Protección a los accionistas minoritarios: análisis de los efectos de la Reforma de ley nº 6.404/76; Minority shareholder protection in the reform of law n o 6404/76

Santos, Eduardo José dos; Rogers, Pablo; Lemes, Sirlei; Machado, Lúcio de Souza
Fonte: Universidade de São Paulo. Faculdade de Economia, Administração e Contabilidade Publicador: Universidade de São Paulo. Faculdade de Economia, Administração e Contabilidade
Tipo: info:eu-repo/semantics/article; info:eu-repo/semantics/publishedVersion; ; ; ; ; ; Formato: application/pdf
Publicado em 01/06/2009 Português
Relevância na Pesquisa
46.42%
Este trabalho tem como objetivo principal efetuar uma análise da reforma da Lei nº 6.404/76, mediante a aprovação da Lei nº 10.303/2001, no tocante às questões relativas à proteção aos acionistas minoritários. Como instrumento de coleta de dados, utilizou-se um questionário fechado por meio da Escala de Likert, aplicado em 40 empresas não financeiras que negociam ações na Bovespa, cuja avaliação final foi respaldada pelo emprego dos seguintes testes estatísticos: 1) Teste Qui-Quadrado (X2), que objetiva avaliar a existência de um padrão de unanimidade nas respostas do questionário; e 2) Teste de Kruskal-Wallis (H), que visa, no caso de se aceitar a hipótese de não-concordância sobre algumas questões, analisar se o grau de concordância está relacionado com as participações de ações ordinárias e preferenciais no total de emissões e no total do grupo controlador, nas companhias avaliadas. De forma geral, a pesquisa identificou que houve unanimidade nas respostas às questões, exceto em relação à regra uma ação-um voto e à adoção da “regra obrigatória” de tag along em 100%. Em empresas nas quais o grupo (indivíduo) controlador possui alta participação nas ações preferenciais, os respondentes tendem a ratificar a eficácia dessas duas exceções para a proteção ao acionista minoritário.; Este trabajo tiene como objetivo principal efectuar un análisis de la reforma de la Ley n.º 6.404/76...