Research Handbooks in Financial Law series
Edited by Jerry Markham and Rigers Gjyshi
Chapter 9: Corporate governance and the regulation of mergers and acquisitions
The first part of the chapter addresses provisions in state and federal securities laws that regulate corporate governance. This includes restrictions on boards of directors and executive managers. The second part addresses requirements in state and federal securities laws governing mergers and acquisitions of corporations. It focuses on a discussion of the Williams Act, which is the federal law (along with applicable SEC regulations) that regulates corporate takeovers through tender offers. An important element of stock market regulation involves “corporate governance,” a term used for describing management structures and procedures that intended to assure that managers do not abuse their positions. Corporate governance is a broad term that encompasses everything involving the management of a corporation from director elections and meetings to the preparation of financial statements. As this chapter describes, corporate governance is carried out by statute, rules and case law at both the state and federal levels. Managers may also employ “best practices,” which are not required by statute but are deemed desirable. Corporate governance has a long history that can be traced back to the trading companies of the sixteenth century.
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