Private Equity, Corporate Governance and the Dynamics of Capital Market Regulation.
Title:
Private Equity, Corporate Governance and the Dynamics of Capital Market Regulation.
Author:
O'Brien, Justin.
ISBN:
9781860948497
Personal Author:
Physical Description:
1 online resource (424 pages)
Contents:
Contents -- Preface -- Contributors -- Introduction: The Dynamics of Capital Market Governance Justin O'Brien. -- I THE AUSTRALIAN REGULATORY ARCHITECTURE -- II THE CONFLICTING ROLE OF THE PROFESSIONS -- III SETTING REGULATORY PRIORITIES -- 1. The Conceptual Underpinnings of Australian Securities Regulation Malcolm Rodgers. -- I A CLEAR CONCEPTUAL FRAMEWORK -- II INFLUENCES ON ASIC'S THINKING -- III CURRENT CHALLENGES -- (A) Accounting for Regulatory Performance -- (B) Costs and Benefits of Regulation -- (C) Principles versus Rules - Practical Implications for Regulators -- IV PARTNERSHIPS BETWEEN REGULATOR AND THE ACADEMY -- 2. Evolving 'Rules of the Game' in Corporate Governance Reform Jennifer Hill -- I COMPARATIVE CORPORATE GOVERNANCE -- II THE POST-SCANDAL REGULATORY RESPONSES: LAWS, PRINCIPLES AND POLITICS -- III SHAREHOLDER INTERESTS VERSUS PARTICIPATORY RIGHTS - WHAT THE POST-SCANDAL REFORMS DID AND DID NOT ADDRESS -- IV CURRENT POLICY DEBATES AND REGULATORY BACKLASH -- CONCLUSION -- 3. Overlapping Fields and Constructed Legalities: The Endogeneity of Law Lauren B Edelman -- I LEGAL AND ORGANISATIONAL FIELDS -- II THE MANAGERIALISATION OF LAW IN ORGANISATIONAL FIELDS -- (A) Professional Construction of the Legal Environment -- (B) The Construction and Diffusion of Symbolic Forms of Compliance -- (C) The Construction of Law within Organisations -- III LEGAL FIELDS AND THE RATIONALISATION OF MANAGERIALISED LAW -- (A) Employees' Legal Consciousness and the Mobilisation of Law -- (B) Professional Framing of Rights Violations -- (C) Judicial Deference to Organisational Constructions of Law -- CONCLUSION: OVERLAPPING FIELDS AND ENDOGENOUS PROCESSES -- 4. The Significance of Relative Autonomy in How Regulation of the Financial Services Sector Evolves George Gilligan. -- I THE EMERGENCE OF FINANCIAL REGULATION IN ENGLAND.
II REGULATION AS A COMPETITIVE COMMODITY? -- III THE LEVERAGED CHARACTER OF FINANCIAL SERVICES -- CONCLUSION -- 5. ASIC v Citigroup: Investment Banks, Conflicts of Interest, and Chinese Walls Pamela F Hanrahan -- I THE CASE AGAINST CITIGROUP -- (A) The Patrick Takeover -- (B) The Allegations -- II THE CONFLICTS CLAIMS -- III ISSUE 1: THE FIDUCIARY POINT -- (A) The Fiduciary Character of Advisory Relationships -- (B) The Effect of the Contractual Stipulation -- IV ISSUE 2: THE CONFLICTS POINT -- (A) The Daly Positive Duty of Disclosure -- (B) The Fourth and Fifth Allegations -- V ISSUE 3: INFORMED CONSENT -- VI ISSUE 4: CONFLICTS MANAGEMENT AND CHINESE WALLS -- (A) Chinese Walls -- VII IMPLICATIONS FOR ADVISERS -- VIII THE NATURE OF FIDUCIARY DUTIES -- IX IMPLICATIONS FOR REGULATION -- 6. Enforcement of Capital Markets Regulation: The United Kingdom and Its International Markets Iain MacNeil -- I RISK-BASED REGULATION AND ENFORCEMENT -- II PRINCIPLES-BASED REGULATION AND ENFORCEMENT -- (A) The Move towards More-Principles-Based Regulation -- (B) The Enforcement Implications of Principles-Based Regulation -- III THE ROLE OF SELF-REGULATION AND MARKET DISCIPLINE -- IV CORPORATE, COLLECTIVE OR INDIVIDUAL RESPONSIBILITY? -- V THE ROLES OF PUBLIC AND PRIVATE ENFORCEMENT -- (A) Public Enforcement -- (B) Private Enforcement -- VI SETTLEMENT AND SANCTIONS -- (A) Sanctions: The Statutory Options -- (B) Settlements: Process and Incentives -- (C) Procedural Complications -- CONCLUSION -- 7. Why Auditors Don't Find Fraud Nicholas M Hodson -- I AUTHOR'S EXPERIENCE -- II THE ESSENTIALS -- III DECEPTION -- IV THE DECEIVERS -- (A) Thoughts on Collusion -- (B) Detailed Knowledge of Audit Process -- V THE DECEIVED -- VI AUDITOR-CLIENT RELATIONSHIPS -- VII SENTENCING -- VIII A REAL EXAMPLE -- IX A HYPOTHETICAL ILLUSTRATION -- X THE EVIDENCE OF FRAUD.
XI CHANGING AUDITING STANDARDS -- XII CONSIDERATION OF CHANGES THAT MIGHT HELP -- (A) Acknowledging a Problem -- (B) Spreading the Load -- (C) Controls Aligned with the Risk -- (D) Weakening the Defences -- (E) Plausible Deniability -- CONCLUSION -- 8. Compliance, Ethics and Responsibility: Emergent Governance Strategies in the US and UK Doreen McBarnet -- I REGULATORY DEVELOPMENTS -- (A) US Regulation and the Enron Effect -- (B) US Regulatory Initiatives -- (C) Enforcement Policy -- (D) Regulatory Initiatives: The UK -- (E) Enforcement Policy: UK -- II ALTERNATIVE STANDARD SETTING AND ENFORCEMENT: SOCIAL AND MARKET DEMANDS FOR RESPONSIBLE COMPLIANCE -- (A) Potential Limitations in the Regulatory Bid for Ethical Compliance -- (B) Corporate Social Responsibility -- (C) Legal Compliance on the CSR Agenda -- (D) CSR as an Enforcement Mechanism -- CONCLUSION -- 9. Professional Norms Dean Cocking -- I TWO MODELS OF ETHICO-PROFESSIONAL NORMS -- II THE NECESSITY AND IMPORTANCE OF PROFESSIONAL AUTONOMY -- III CORRELATIVE DUTIES OF CARE TO CLIENTS -- CONCLUSION -- 10. Sarbanes-Oxley and the Search for Accountable Corporate Governance Melvin J Dubnick. -- I 'PURPOSE' AND THE ASSESSMENT OF CORPORATE GOVERNANCE REFORM -- II UNCOVERING THE HISTORICAL PURPOSE OF CORPORATE GOVERNANCE -- (A) The Modern Corporate Form as Hybrid -- (B) Inventing the Corporate Form -- III CLARIFYING THE STANDARD -- (A) The Stakeholder Model -- (B) The Fiduciary Model -- (C) The Accountability Model -- IV ASSESSING ACCOUNTABLE GOVERNANCE: A FRAMEWORK -- V ASSESSING SARBANES-OXLEY -- (A) The Performative Provisions -- (B) The Regulatory Provisions -- (C) Managerial Provisions and the Absence of Fourth Order Provisions -- CONCLUSION -- 11. Charting an Icarian Flightpath: The Implications of the Qantas Deal Collapse Justin O'Brien. -- I A CHRONICLE OF A DEATH FORETOLD.
(A) Inside the Alchemist Workshop -- (B) Back to the Future: The Return of the LBO -- (C) The Creative Destruction of Private Equity -- II CHARTING AN ICARIAN FLIGHTPATH -- (A) The Fall to Earth -- (B) The Deal Structure -- III ALIGNING AND CONFLICTING INTERESTS -- (A) The Limits of Directorial Discretion -- (B) Investing in Conflict -- IV THE DYNAMICS OF REGULATORY REFORM -- CONCLUSION -- 12. Institutions, Integrity Systems and Market Actors Seumas Miller -- I SOCIAL INSTITUTIONS -- II INTEGRITY SYSTEMS -- III CORPORATIONS, FINANCIAL MARKETS AND MARKET ACTORS -- Bibliography -- 1 BOOKS/ARTICLES/REPORTS -- 2 CASES -- 3 LEGISLATION AND TREATIES -- 4 OTHER MATERIALS.
Abstract:
Global capital markets are in a state of flux. Castigated in the past as "Barbarians at the Gate", private equity providers are once again proclaiming the end of the public corporation. This important book addresses the implications of private equity for the governance of corporations, the capital markets in which they operate and the professionals who provide corporate advisory services. The book evaluates and ranks the precise nature of the risk posed by private equity by situating it within an overarching analysis of the dynamics of financial capitalism. Key issues addressed include: the management of conflicts of interest, fiduciary duties, the role of enforcement, the efficacy of adopting a rules- or principles-based system of regulation, the form and function of compliance, and a detailed examination of how to embed accountability into an integrity system for the financial markets. The book therefore has enormous benefit for industry, regulatory and academic communities alike. Sample Chapter(s). Introduction: The Dynamics of Capital Market Governance (157 KB). Chapter 1: The Conceptual Underpinnings of Australian Securities Regulation (116 KB). Contents: Introduction: The Dynamics of Capital Market Governance (J O'Brien); The Conceptual Underpinnings of Australian Securities Regulation (M Rodgers); Evolving 'Rules of the Game' in Corporate Governance Reform (J Hill); Overlapping Fields and Constructed Legalities: The Endogeneity of Law (L B Edelman); The Significance of Relative Autonomy in How Regulation of the Financial Services Sector Evolves (G Gilligan); ASIC v Citigroup: Investment Banks, Conflicts of Interest, and Chinese Walls (P F Hanrahan); Enforcement of Capital Markets Regulation: The United Kingdom and Its International Markets (I MacNeil); Why Auditors Don't Find Fraud (N M Hodson); Compliance, Ethics and Responsibility:
Emergent Governance Strategies in the US and UK (D McBarnet); Professional Norms (D Cocking); Sarbanes-Oxley and the Search for Accountable Corporate Governance (M J Dubnick); Charting an Icarian Flightpath: The Implications of the Qantas Deal Collapse (J O'Brien); Institutions, Integrity Systems and Market Actors (S Miller). Readership: Postgraduate law and business students; also suitable for general informed market (e.g. investment bankers, compliance professionals, providers of corporate advisory services including lawyers, tax advisors and auditors).
Local Note:
Electronic reproduction. Ann Arbor, Michigan : ProQuest Ebook Central, 2017. Available via World Wide Web. Access may be limited to ProQuest Ebook Central affiliated libraries.
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