By John Armour, Joseph A. McCahery
On the finish of the 20 th century it was once suggestion by way of many who the Anglo-American process of company governance used to be appearing successfully and a few observers claimed to determine a global pattern in the direction of convergence round this version. There may be no denying that the new company governance quandary within the US has triggered many to query their religion during this view. This selection of essays offers a entire try to resolution the subsequent questions: to begin with, what went fallacious - while and why do markets misprice the worth of organizations, and what used to be mistaken with the incentives set by means of Enron? Secondly, what has been performed in reaction, and the way good will it paintings - together with essays at the Sarbanes-Oxley Act within the US, united kingdom corporation legislations reform and ecu corporation legislation and auditor legal responsibility reform, in addition to a attention of company governance reforms in old point of view. 3 ways emerge. the 1st percentage the idea that the approach is essentially sound, yet half methods over even if a regulatory reaction is needed. The 3rd view, by contrast, argues that many of the scandals exhibit basic weaknesses within the Anglo-American process itself, which can't wish to be repaired through this sort of reforms that experience taken position. "This number of papers by way of best US and ecu company legislation students presents clean and rigorous analyses of the hot company governance scandals and the options devised by way of regulators to protect opposed to destiny governance failures." Randall Thomas, John Beasley Professor of legislations and company, Vanderbilt collage university of legislation, Vanderbilt college.
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Extra info for After Enron: Improving Corporate Law And Modernising Securities Regulation in Europe And the US
So far as the US is concerned, it seems unlikely that a hastily-prepared populist measure such as Sarbanes-Oxley will break with history by definitively putting an end to corporate scandals. Even the relatively uncontentious measures concerning audit regulation seem to have been less successful than may have been hoped. And the corporate governance measures, which have drawn widespread criticism for the costs they impose on US public companies, betray a lack of thought on issues concerning board structure and shareholder rights.
10 By the early 1980s, a large body of empirical work demonstrated that price responded extremely rapidly to most public and even ‘semi-public’ information—too rapidly to permit arbitrage profits on most of this information. By and large, then, the public equities market appeared to be semi-strong form efficient, meaning that relative efficiency was high for public information. But how was this possible, given that most traders were likely to be uninformed about the content of much of this information?
This chapter was previously published, as part of a symposium on the Mechanics of Market Efficiency, in (2003) 28 Journal of Corporation Law 715–742. We are grateful to Donald Langevoort and Hillary Sale for suggesting this symposium, and to the Journal of Corporation Law, the University of Iowa School of Law, and the Sloan Foundation for their support for the event. Participants at the symposium and a Columbia Law School corporate faculty workshop, as well as Bernard Black, Allen Ferrell, Jeffrey Gordon, Zohar Goshen, Samuel Issacharoff, and Michael Klausner provided perceptive comments on an early version of this chapter.