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Veronique Magnier

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Introduction

A Survey of Legal and Regulatory Trends

P. M. Vasudev and Susan Watson

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Implications of shareholder activism

A Survey of Legal and Regulatory Trends

Anita Anand

This chapter asserts that shareholder democracy, or the ability of shareholders to influence the corporation through their vote, underpins the legitimacy of shareholder activism. Examining the empirical literature that evidences the benefits of shareholder activism, the chapter argues in favour of increased shareholder representation in director nominations by proxy, not only for the sake of shareholder democracy, but also for the overall benefit of the corporation. Keywords: • Shareholder activism • Hedge fund activism • Shareholder democracy • Director primacy • Proxy access • Canada Business Corporations Act

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Karin Lukas, Barbara Linder, Astrid Kutrzeba and Claudia Sprenger

In recent years companies have been facing increased scrutiny of their human rights conduct. However, international human rights law has traditionally been state-based yet provides often dissatisfying judicial means of conflict resolution between companies and victims of human rights violations. In practice this leads to a serious governance gap, with the result that many corporate human rights violations go without redress or remedy.

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Bo Xie

Chapter 1 deals with the concept of and approaches to ‘corporate rescue’ and examines the theoretical debate on the goals of insolvency law and corporate rescue, and how those various and sometimes competing goals could be effectively served. It further considers the advantages of the pre-pack approach in corporate rescue and questions whether this pragmatic approach to rescue is capable of accommodating different goals in corporate rescue, in the absence of an agreed working standard against which to measure these goals.
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José Gabilondo

This chapter establishes the foundation for the book’s argument by examining three core questions posed by the 2007–2008 financial crisis. First, what exactly does bank funding encompass? Second, markets already impose capital constraints on all firms so why should governments place additional requirements on how banks fund themselves? Moreover, why should funding regulation target banks given that non-bank intermediaries also play an important role in contemporary credit markets? The 2007–2008 financial crisis provided a laboratory for these questions, which post-crisis regulation has tentatively answered with new standards for bank funding liquidity and capital.

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  • Research Handbooks in Corporate Law and Governance series

Edited by Claire A. Hill and Steven Davidoff Solomon

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Stephen M. Bainbridge and M. Todd Henderson

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  • Research Handbooks in Corporate Law and Governance series

Claire A. Hill, Brian J.M. Quinn and Steven Davidoff Solomon

Mergers and acquisitions (M & A) have a rich history in the American economy. Over the course of the past century and a half, merger activity has proceeded in waves, each wave inevitably followed by a regulatory and legal response. Modern merger activity emerged during the late nineteenth century. The succeeding trust era, characterized by monopolies and frenetic acquisition activity, resulted in new regulations in the 1890s and early nineteenth century. Merger activity created vast conglomerates during the 1960s. During the 1970s and 1980s, the leveraged buyout boom led to the development of modern M & A legal doctrine. The late 1980s and 1990s saw the embracing of new participants such as private equity firms. Today, the Internet Age and globalization have led to the current M & A market, characterized by transactions that are global, very large (multi-billion dollar), and sometimes both. The rich history of M & A, with its alternating cycles of activity and quiescence, illustrates an important role for law. The law is both a response to M & A activity, implementing ex post facto regulation, and a guiding force, spurring waves of M & A activity throughout. There is no doubt that as M & A continues its cyclical life, the law, lawyers and those who study the law will continue to play an important part in this economic phenomenon. From its origins – when law mattered little – M & A has become a highly regulated business.