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The mechanisms of corporate governance in the United States: an assessment

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dc.creator Aldrighi Dante Mendes
dc.date 2003
dc.date.accessioned 2013-05-30T10:59:55Z
dc.date.available 2013-05-30T10:59:55Z
dc.date.issued 2013-05-30
dc.identifier http://www.scielo.br/scielo.php?script=sci_arttext&pid=S0034-71402003000300001
dc.identifier http://www.doaj.org/doaj?func=openurl&genre=article&issn=00347140&date=2003&volume=57&issue=3&spage=469
dc.identifier.uri http://koha.mediu.edu.my:8181/jspui/handle/123456789/4322
dc.description This paper aims at evaluating the mechanisms of corporate governance currently at work in the United States. Section 1 turns its focus to the reasons accounting for the still relative scarceness of large shareholders in American publicly held companies. The analysis thereafter concentrates on assessing the efficacy of each of the pillars purportedly buttressing the American system of corporate control. The paper argues that the evidence provided by the existing corporate governance literature supports the following propositions: 1) the legal and regulatory framework actually restrains the scope for expropriating minority shareholders, though at the cost of inhibiting institutional investor activism; 2) as a rule, the board of directors do not comply with their mandatory duty of overseeing management, although some progress has recently been made, with directors in several companies becoming less submissive to chief executive officers; 3) the market for corporate control encounters a great number of difficulties (ranging from legal hurdles to high transaction costs and to serious free-riding problems), which are sufficient to cast a cloud on its reliability as a means of repressing managerial inefficiencies and rent-seeking; 4) competition in the product and capital markets is likely to produce effects only in the long-run.
dc.publisher Fundação Getúlio Vargas
dc.source Revista Brasileira de Economia
dc.subject corporate governance
dc.subject United States
dc.subject board of directors
dc.subject proxy contests
dc.subject hostile takeovers
dc.subject the market for corporate control
dc.subject tender offers
dc.subject incomplete contracts
dc.title The mechanisms of corporate governance in the United States: an assessment

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