CHAPTER I
THE CONCEPT OF CORPORATE GOVERNANCE AND INSIDER TRADING
This chapter shall deal with the concepts of corporate governance and insider trading, with explaining the development of the insider trading laws. It is essential to understand the concept of corporate governance first, in order to be able to understand the offence of insider trading in detail. Then the meaning and the concept of insider trading along with its evolution is explained subsequently in this chapter.
1.1 CORPORATE GOVERNANCE
The SEBI has defined Corporate Governance as “Corporate governance is the acceptance by management of the inalienable rights of shareholders as the true owners of the corporation and of their own role as trustees on behalf of the
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The following things can be expected to be ensured by good corporate governance:
• Effectual decision making by the management with proper disclosures necessary from time to time to accomplish the corporate objectives.
• The business transactions are expected to be carried out transparently by the management.
• All the statutory and legal obligations to be followed without any breach of the law.
• Interest of all the stakeholders to be protected by the actions of the management.
• The maintenance of ethical conduct and commitment to the values while carrying out the business transactions.
In other words, corporate governance is the acceptance by management of the inalienable rights of shareholders as the true owners of the corporation and of their own role as trustees on behalf of the shareholders. It deals with conducting the affairs of a company such that there is fairness to all stakeholders and that its actions benefit the greatest number of stakeholders. In this regard, the management needs to prevent asymmetry of benefits between various sections of shareholders, especially between the owner, managers and the rest of the shareholders.
A good Corporate Governance is integral to the very existence of a company and strengthens investor 's confidence by ensuring company 's commitment to higher growth and profits. Broadly, it seeks to achieve the following objectives:
• A properly structured board capable of taking
Corporate governance is the rules in which companies are controlled. This governance essentially balances the
Corporate governance is a set of actions used to handle the relationship between stakeholders by determining and controlling the strategic direction and performance of the organization. Corporate governance major concern is making sure that the strategic decisions are effective and that it paves the way towards strategic competitiveness. (Hitt, Ireland, Hoskisson, 2017, p. 310). In today’s corporation, the primary objective of corporate governance is to align top-level manager’s and stakeholders interest. That is why corporate governance is involved when there is a conflict of interest between with the owners, managers, and members of the board of directors (Hitt, Ireland, Hoskisson, 2017, p. 310-311).
Corporate governance in itself has no single definition but common principles which it should follow. For example in 1994 the most agreed term for corporate governance was “the process of supervision and control intended to ensure that the company’s management acts in accordance with the interest of shareholders” (Parkinson, 1994)1. Corporate governance code is not a direct set of rules but a self-regulated framework which businesses choose to follow. This code has continued to change in the past 20 years in accordance with what is happening in the business world. For example the Enron scandal caused reform in corporate governance with the Higgs Report which corrected the issues which were necessary. Although it does not quickly fix problems, it gives a better framework to
Corporate governance is a commonly used phrase to describe a company’s control mechanisms to ensure management is operating according to
Corporate governance is the way in which a company is directed and lead through certain rules, practices and processes. Corporate governance goes hand in hand with King Codes. This is all about Accountability and Transparency. Before 1994 there was no governance.
The article is written to help readers gain a solid understanding the roles of corporate governance, both inside and outside the company. Its goal is simply to impart information, not make claims or arguments on its own. I will be judging it mainly on the sources gathered, numerous examples and explanations given and the overall effectiveness it possesses in effectively communicating its ideas.
The meaning of corporate governance is when the company is controlled and directed in a systematic way which includes rules, practices and processes. This is a way for managers to accomplish the responsibilities.
Nowadays Corporation has become one of the very powerful institution around the world. They have reached everywhere across the globe with different sizes and capabilities. The governance of corporate has a major effect on economies. There is a huge loss of trust from shareholders and the market value is affected tremendously. Due to the globalization, the govern role has lessen which means more need for accountability. (Crane and Matten, 2007) Corporate governance has become an important factor in managing organizations in the current global and complex environment. Corporate governance a set of processes and structures for controlling and directing an organization. It constitutes a set of rules, which governs the relationships (Middle Eastern Finance and Economics - Issue 4, 2009) between management, shareholders and stakeholders (Ching 2006). Currently, due to the corporate failures corporate are scared to admit it. It includes various and all kinds of organizations and its definition could cover various economical and non-economic activities. It is important to keep in mind the influences firm have and by which its effected in order to have better understanding of governance. In this
With the time, companies and businesses have become larger and a more powerful force, meaning they are doing the right things to keep them afloat and gain profits. This is directly related with the corporate governance within the organization; so to speak, this term is used to define the way the companies are being directed by its owners and more important what the managers are doing to guide and how they are achieving it. Cadbury 1992 defines it as the process by which companies are directed and controlled.
When the global financial markets continue to expand, the derivatives, stock market and other instruments continue to increase. In recent years, insider dealing as one form of trading that has received considerable interest. The America was the first country to enact insider dealing regulation and also continues to aim the regulation in the world. UK represent legal regime on insider trading also takes the Directive of European Parliament into consideration. In this essay, first briefly point out the basics concepts and the historical development about the laws of insider dealing in the USA and the United Kingdom respectively and then evaluated the role of the criminal law in finance, with reference to insider dealing rules
Insider trading is defined as “ trading whilst in possession of non-public information and if known to the public, may lead to a substantial movement in a security’s price” . In Australia it is prohibited by insider trading regulation (IT regulations) in the Corporations Law (CL) 1991 , though it was initially established from recommendations made by the Rae committee in 1974 on the mining company scandals . The latest law changed one single section to 20 wide and complex sections, causing critique of Australia IT regulations . Henry G Manne argued that IT regulations should be abolished supported by three basic economic arguments. This essay will examine the pro and contra of each argument and
Insider trading relates the investment behavior of corporate insiders with their own stock. Insider trading topic not only attracts finance literature (see, e.g., Lorie and Niederhoffer 1968, Jaffe 1974, Seyhun 1986, 1998, Rozeff and Zaman 1988, Lin and Howe 1990, and Lakonishok and Lee 2001), but also attracts law and economics literature (see, e.g., Manna 1966, Georgeakopoulos 1993, and Carlton and Fischel 1983).
Corporate governance can be defined as the process, customs, laws by which the affairs of a company are managed and controlled it also
Corporate governance is the set of guidelines that determine how a company is run. These guidelines are created by management and approved/monitored by the board of directors. It’s important for a company’s corporate governance to align with the direction the stakeholders want the company to go in.
Corporate Governance refers to the way a corporation is governed. It is the technique by which companies are directed and managed. It means carrying the business as per the stakeholders’ desires. It is actually conducted by the board of Directors and the concerned committees for the company’s stakeholder’s benefit. It is all about balancing individual and societal goals, as well as, economic and social goals. Corporate Governance is the interaction between various participants (shareholders, board of directors, and company’s management) in shaping corporation’s performance and the way it is proceeding towards. The relationship between the owners and the managers in an organization must be healthy and there should be no conflict between the