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This practical title covers broadly the subject of due diligence - used to provide a framework for helping businesses avoid reputational, environmental and social hazards. Straightforward and clearly written, Due Diligence and Corporate Governance is a unique title which covers all aspects of new due diligence in one book. Taking a risk-based approach, this essential reference book for company secretaries, directors and managers, includes checklists to monitor risk management, explains best practice illustrated with practical examples and diagrams, and explains in a user-friendly way exactly how to get it right. LexisNexis UK and CIMA Publishing are offering CIMA members a discount on this product. Please go to www. lexisnexis. co. uk/cimapublishing to see if you qualify and to order.
Due Diligence Handbook provides business directors with a practical and authoritative guidance to minimising financial and legal risks, as well as risks to reputation. The book brings together practical information on relevant legislation, regulations, codes and best practice guidance in one volume. The book provides clear guidance and case studies to help understand the complexity of due diligence issues, and to demonstrate the detailed work that is necessary to ensure that the benefits of an acquisition can be realised and that there are no unexpected problems.
The most authoritative, complete, and critical guide to corporate governance.
Even in the wake of the biggest financial crash of the postwar era, the United States continues to rely on Securities and Exchange Commission oversight and the Sarbanes-Oxley Act, which set tougher rules for boards, management, and public accounting firms to protect the interests of shareholders. Such reliance is badly misplaced. In Corporate Governance, Jonathan Macey argues that less government regulation--not more--is what's needed to ensure that managers of public companies keep their promises to investors. Macey tells how heightened government oversight has put a stranglehold on what is the best protection against malfeasance by self-serving management: the market itself. Corporate governance, he shows, is about keeping promises to shareholders; failure to do so results in diminished investor confidence, which leads to capital flight and other dire economic consequences. Macey explains the relationship between corporate governance and the various market and nonmarket institutions and mechanisms used to control public corporations; he discusses how nonmarket corporate governance devices such as boards and whistle-blowers are highly susceptible to being co-opted by management and are generally guided more by self-interest and personal greed than by investor interests. In contrast, market-driven mechanisms such as trading and takeovers represent more reliable solutions to the problem of corporate governance. Inefficient regulations are increasingly hampering these important and truly effective corporate controls. Macey examines a variety of possible means of corporate governance, including shareholder voting, hedge funds, and private equity funds. Corporate Governance reveals why the market is the best guardian of shareholder interests.
Seminar paper from the year 2006 in the subject Business economics - Business Management, Corporate Governance, grade: 1,0, BVL Campus gGmbH, 26 entries in the bibliography, language: English, abstract: This term paper focuses on the idea and structure of the due diligence process and its applicability during company merger & acquisition (M&A) activities. Unfortunately 40% - 85% of company M&A still do not live up to the acquirers' expectations or even fail completely due to information asymmetries. The analytical approach of the due diligence process represents a way to overcome gaps in company analysis and evaluations. Initial point of this paper is a description of the basics in the process of company M&A and the main reasons for their failure. The due diligence is an approach to apply best practices out of the financial market routine in order to overcome these critical problems. In this light the different operational steps of the due diligence process as well as its most commonly functional applications and their specific attributes are examined. It is shown that information is the paramount groundwork for a representative company assessment. Due to reoccurring analysis failures during contemporary M&A activities the due diligence concept is a useful approach to avoid imprecise handling of information.
The takeover process - The legal and regulatory framework - Accounting for M & As - Tax planning options - Strategic processes - Theories of mergers and tender offers - A chemical industry case study - Measurement of abnormal returns - The timing of merger activity - Empirical tests of M & A performance - Alternative approaches to valuation - Foundations of DCF spreadsheet valuation - Derivation of revenue growth valuation formulas - Derivation of investment opportunity valuation formulas - Increasing the value of the organization - Restructuring and divestitures - Restructuring organization and ownership relationships - Financial restructuring - Joint ventures and alliances - ESOPs and MLPs - Going private and leveraged buyouts - International takeovers and restructuring Share repurchade - Takeover defenses - Corporate governance and performance - Implementation and management guides for M & As.
Due Diligence, A Scholarly Study is the first due diligence textbook designed specifically for use in law school, business school and other graduate and post graduate level university classrooms, including executive education programs. The text covers all the areas of the Center's recommended classroom syllabus including: ◾Introduction to Due Diligence ◾Due Diligence Context ◾Due Diligence and Corporate Governance ◾Due Diligence Under the Federal Securities Laws ◾Judicial and Other Proceedings Involving Due Diligence Issues and the Due Diligence Defense ◾ Industry and SEC Guidelines ◾ Emerging Developments and Trends
The business environment of the chaebol (large corporations in Korea) has changed drastically since the outbreak of the 1997 Asian financial crisis. This book discusses the attempts of the Korean government to remedy structural weaknesses in the corporate sector by launching an aggressive chaebol reform package, supported by the IMF and other international agencies. Its main objective was to restore competitiveness in the corporate sector and to upgrade business conditions to that of international practices and standards. Competition and Corporate Governance in Korea critically reviews government policy towards the chaebol and provides a comprehensive investigation of the relationship between corporate governance and economic performance as well as the interaction of economic institutions with the chaebols' incentive structure and management behavior. Policy implications based on objective and rigorous empirical analyses of data on the chaebol are also discussed. governance, capital, and business portfolio restructuring, this volume suggests a road map for further restructuring, and the creation of a new incentive structure to help strengthen chaebol competitiveness. This richly informative book will appeal to academics and researchers of industrial organisation, economics and corporate reform as well as those involved in Asian studies.
This work provides a comprehensive study of the laws and practice of corporate governance in an international setting with particular reference to Australia and New Zealand.
Revised proceedings of a conference held in December 2003 at the Akademie Franz Hitze Haus.
This insightful book focuses upon corporate governance processes, and explores the conditions required for effective corporate governance and control in 21st century globalized and financialized economies. In presenting a comprehensive study of a cross-border hostile corporate take-over process, describing the actors, institutions and events involved, this book examines and questions the current forms of corporate governance and control both from a national and a global perspective. Using Old Mutual s takeover of Skandia as a case study, the authors address corporate governance theory, and highlight its two fundamental dimensions: financial and operational flows. An important conclusion of the book is that the motives and theories of contemporary financial markets appear to have gained in importance at the expense of the corresponding operational considerations, something that has dramatically changed the rationales of different types of actors. The book critically questions these transformations, calling for the reconsideration and redesign of regulating institutions and corporate governance processes. This critical investigation of the competition for corporate control in the era of modern financial capitalism will prove a fascinating read for students, academics and researchers in the fields of corporate governance, finance and international business. It will also appeal to policymakers and practitioners within the realms of corporate finance, banking and the wider financial services industry.

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