The Role of Corporate Governance in Tender Offers

The SEC’s Impact on the Federalization of Corporate Governance—A Traditional Perspective

10.1093/oso/9780199934546.003.0003 ◽

2018 ◽

Author(s):

Marc I. Steinberg

Keyword(s):

Corporate Governance ◽

Mergers And Acquisitions ◽

Insider Trading ◽

Securities And Exchange Commission ◽

Outside Directors ◽

Tender Offers ◽

Going Private ◽

Rule Making

This chapter examines, from a traditional perspective, several areas where the Securities and Exchange Commission (SEC) has impacted corporate governance in a meaningful way. By way of example, these subjects include insider trading, qualitative materiality, the role of gatekeepers (such as outside directors, attorneys, and accountants), the Commission’s use of disclosure to influence conduct, the implementation by subject companies of undertakings pursuant to SEC enforcement proceedings, and mergers and acquisitions (including tender offers and going-private transactions). This chapter’s focus is on the manner in which the SEC for well over 50 years has impacted corporate governance by means of exercising its rule-making and oversight authority.

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Convergence of Corporate Governance Models

Voprosy Ekonomiki ◽

10.32609/0042-8736-2004-1-129-140 ◽

2004 ◽

pp. 129-140 ◽

Cited By ~ 1

Author(s):

M. Tretyakov

Keyword(s):

Corporate Governance ◽

Institutional Environment ◽

Driving Forces ◽

Commodity Markets ◽

Legal Systems ◽

National Institutions ◽

Governance Models ◽

Changing Role

The article focuses on the analysis of the process of convergence of outsider and insider models of corporate governance. Chief characteristics of basic and intermediate systems of corporate governance as well as the changing role of its main agents are under examination. Globalization of financial and commodity markets, convergence of legal systems, an open exchange of ideas and information are the driving forces of the convergence of basic systems of corporate governance. However the convergence does not imply the unification of institutional environment and national institutions of corporate governance.

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