Banking, Capital Markets and Corporate Governance explores the fragility of the banking system, corporate governance, and the increasing securitization of corporate finance. The contributors address the following issues. The impact of banking during a crisis in providing an incentive for the managers of failing banks to restructure their assets; the way in which economic and legal institutions can control the management of banks and firms; and the effects of increases in the securitization of corporate finance and the amount of financial innovation.
Nearly seventy years after the last great stock market bubble and crash, another bubble emerged and burst, despite a thick layer of regulation designed since the 1930s to prevent such things. This time the bubble was enormous, reflecting nearly twenty years of double-digit stock market growth, and its bursting had painful consequence. The search for culprits soon began, and many were discovered, including not only a number of overreaching corporations, but also their auditors, investment bankers, lawyers and indeed, their investors. In Governing the Modern Corporation, Smith and Walter analyze the structure of market capitalism to see what went wrong. They begin by examining the developments that have made modern financial markets--now capitalized globally at about $70 trillion--so enormous, so volatile and such a source of wealth (and temptation) for all players. Then they report on the evolving role and function of the business corporation, the duties of its officers and directors and the power of its Chief Executive Officer who seeks to manage the company to achieve as favorable a stock price as possible. They next turn to the investing market itself, which comprises mainly financial institutions that own about two-thirds of all American stocks and trade about 90% of these stocks. These investors are well informed, highly trained professionals capable of making intelligent investment decisions on behalf of their clients, yet the best and brightest ultimately succumbed to the bubble and failed to carry out an appropriate governance role. In what follows, the roles and business practices of the principal financial intermediaries--notably auditors and bankers--are examined in detail. All, corporations, investors and intermediaries, are found to have been infected by deep-seated conflicts of interest, which add significant agency costs to the free-market system. The imperfect, politicized role of the regulators is also explored, with disappointing results. The entire system is seen to have been compromised by a variety of bacteria that crept in, little by little, over the years and were virtually invisible during the bubble years. These issues are now being addressed, in part by new regulation, in part by prosecutions and class action lawsuits, and in part by market forces responding to revelations of misconduct. But the authors note that all of the market's professional players--executives, investors, experts and intermediaries themselves--carry fiduciary obligations to the shareholders, clients, and investors whom they represent. More has to be done to find ways for these fiduciaries to be held accountable for the correct discharge of their duties.
for many years been heavily dependent on bank financing, and this situation has not changed fundamentally. In his paper on stock exchange governance in the European Union Guido Ferrarini discusses the relative merits of member and investor ownership and compares stock exchange regulation in a number of EU countries. Faced with increasing competition amongst themselves and against other enterprises that offer transaction services, such as proprietary trading systems, it is essential for European stock exchanges to improve their efficiency and to generate volume. Large investments in new information technology are necessary in order to preserve competitiveness in agIobaI financial market. The implementation of the ISD has accelerated cross-border transaction activity of member firms and investors and strengthened the pressure for convergence of national stock exchange laws in the EU. In their paper, Francesco Giavazzi and Marco Battaglini look at the role played by banks in privatization processes. Banks can be involved in such processes in several ways. They may themselves be the objects of privatization since in many countries a significant fraction of the banking industry is publicly owned. This is the case in France, Spain and Italy. But banks can also be important buyers of the equity of industrial firms sold by the government if they are allowed to do so. The authors characterize privatizations as a very good opportunity to set up the right environment for the development of new financial intermediaries and in general for asound corporate governance system.
Global capital markets are in a state of flux. Castigated in the past as OC Barbarians at the GateOCO, 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 OCyRules of the GameOCO 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).
This report provides an evidence-based overview of developments in capital markets globally leading up to the COVID-19 crisis. It then documents the impact of the crisis on the use of capital markets and the introduction of temporary corporate governance measures.
Contributors: N. Dimsdale, J. Kay, P. Marsh, J. Charkham, A. Sykes, D. McWilliams, A. Sentance, M. Middleton, D. Lomax, C. Mayer, A. Beecroft, A. Hughes, M. Prevezer, M. Ricketts, J. Edwards, E. Schneider-Lenne, J. Corbett, S. Masuyama, K. FischerRWritten by leading academics, bankers, and consultants, this book discusses major issues in corporate governance. The papers concentrate upon the financing of corporations, and the role of the banks and stock markets in the United Kingdom, Germany, and Japan. A central theme of the book is aconstant awareness of the links between the accountability of senior managers, the system of corporate governance, and the performance of a company.The contributors examine the role of shareholders, company boards, and managers under a market-based system as in the UK and USA, in comparison with the `insider' system found in Japan and, to a lesser extent, Germany. They discuss the view that this UK system leads to a preoccupation withshort-term corporate performance and a greater likelihood of hostile takeovers. The contribution of the banks to corporate finance and control is also examined, including a discussion of the spcial problems of small forms. The Japanese and the German financial and corporate systems areauthoritatively analysed.
This timely collection of papers probes into the major issues that are at the heart of our current financial market crises. The coverage of banking topics include the changing nature of intra and inter-bank markets, bank lending behavior, risk and risk-taking, the role of liquidity, return and maturity transformation issues. Issues on international financial market volatility and spillover effects are analyzed in detail, and intense discussions on capital adequacy and regulation in banking, and the potential role of banks' activities in the triggering of financial crises provide forward-looking insights.This volume will offer readers current and innovative approaches to assessing extant issues in banking and financial markets. In particular, it provides new ideas about the role of corporate governance institutions as signaling devices in exercising regulatory authority and protection of the shareholders' rights. What this volume covers in breadth, it also delves in depth with critical analyses and commentaries on the possible role of bank lending in triggering international crises, value creation in international joint ventures and the pricing of risk in international financial markets.
Corporate governance in financial institutions has come under the spotlight since the banking crisis in the UK in 2008-9. In many respects, the banking business raises unique problems for corporate governance that are not found in other corporate secto
The Geography of Finance tackles crucial issues regarding the emerging global market for corporate governance. The authors describe and explain the transformation of European corporate governance in the light of the imperatives driving global financial markets, using an innovative analytical framework. The authors chart the response of corporate managers to the interest of global portfolio managers in transparent and accountable modes of corporate governance. In doing so, the authors provide an innovative perspective on a rapidly changing environment; and a challenge to those who ignore the gathering momentum of global financial markets.
