abstractderivative action is an action filed by shareholders against corporatedirectors in order to recover corporate’s rights. this mechanism is set up tohave the directors answerable for their failure in carrying out their duties.prior to the ca 2006, foss v. horbottle rule deprived shareholders of takingany action against directors but in exceptional cases. acknowledging theright of filing d...

In this paper we examine the influence of minority expropriation on disclosure level in France where shareholders are poorly protected and the main agency problem is the one between controlling and minority shareholders (type II conflict) while prior studies have been undertaken in the United States, in a context of ownership dispersion and high investor protection where the main agency conflic...

We test for information structure in executive compensation. The optimal compensation contract in the principal agent model implies that incentives increase with the level of managerial talent only if information about managerial talent is asymmetric in that executives have better information than shareholders. We find positive relations between the payperformance sensitivity and the level of m...

On December 15, 2010, after 11 months of legal standoff, the Swiss corporation Novartis finally closed a deal to acquire the remaining shares of eye-care company Alcon from minority shareholders. Why did it take almost a year? The acquisition had become a relatedparty transaction after Novartis purchased a 25% stake from then majority shareholder Nestlé and nominated some of its own directors t...

We ask how to regulate pecuniary private benefit consumption. These benefits can compensate controlling shareholders for monitoring managers and investing effort in implementing projects. Controlling shareholders may consume excessive benefits, however. We argue (a) ex post judicial review of controlled transactions dominates ex ante restrictions on the controlled structures: the latter elimina...

If a firm has information pertinent to its own dividend stream that is not made available to its shareholders, it may be in the interests of the firm and its shareholders to adopt a financial hedging policy. This is in contrast with the Modigliani-Miller Theorem, which implies that, with informational symmetry, such financial hedging is irrelevant. In certain cases, hedging policies are identif...

Can shareholder voting prevent managers from destroying value in corporate acquisitions? Previous studies based on U.S. data are inconclusive because shareholder approval is discretionary. We study the U.K. where approval is mandatory for deals exceeding a multivariate relative-size threshold. We find that in the U.K. shareholders gain 8 cents per dollar at announcement with mandatory voting, o...

In this paper, we examine whether the presence of multiple large shareholders alleviates firm’s agency costs and information asymmetry embedded in ultimate ownership structures. We extend extant corporate governance research by addressing the effects of multiple large shareholders on firm’s cost of equity capital—a proxy for firm’s information quality. Using data for 1,165 listed corporations f...

a r t i c l e i n f o a b s t r a c t Shamir's (t, n) secret sharing scheme (SS) is based on a univariate polynomial and is the most cited SS in the literature. The secret in a (t, n) SS can be recovered either by exactly t or more than t shareholders. Most SSs only consider when there are exactly t shareholders participated in the secret reconstruction. In this paper, we examine security issue...

We study the influence of the financial market on the decisions of firms in the real market. To that end, we present a model in which the shareholders portfolio selection of assets and the decisions of the publicly-traded firms are integrated through the market process. Financial access alters the objective function of the firms, and the market interaction of shareholders substantially influenc...