Written by leading authorities, the Second Edition of A Practical Guide to SEC Proxy and Compensation Rules provides expert analysis and valuable tips and pointers on everything you need to know to master the proxy process and ensure compliance with the SEC's rules. You get comprehensive guidance on such essential issues as: Preparing the executive compensation tables and compensation committee report -- plus examples and the full text reports of seven companies -- Explanations of the FASB rules on accounting for stock options -- Discussions on the requirements necessary to ensure the tax deductibility of executive compensation under IRC Section 162(m) -- Descriptions of the disclosure requirements for a company seeking shareholder approval of certain employee benefit plans -- Analysis of institutional activism under the proxy rules -- And much more. Insightful analysis throughout this guide of how companies have responded to the SEC regulations and on the positions taken by the SEC will help you prepare day-to-day disclosures as well as long-range plans. Valuable appendixes contain SEC and DOL releases, rules and regulations.

Hedge Fund Activism begins with a brief outline of the research literature and describes datasets on hedge fund activism.

Mergers and Acquisitions Basics: All You Need to Know provides an introduction to the fundamental concepts of mergers and acquisitions. Key concepts discussed include M&As as change agents in the context of corporate restructuring; legal structures and strategies employed in corporate restructuring; takeover strategies and the impact on corporate governance; takeover defenses; and players who make mergers and acquisitions happen. The book also covers developing a business plan and the tools used to evaluate, display, and communicate information to key constituencies both inside and outside the corporation; the acquisition planning process; the negotiation, integration planning, and closing phases; financing transactions; and M&A post-merger integration.This book is written for buyers and sellers of businesses, financial analysts, chief executive officers, chief financial officers, operating managers, investment bankers, and portfolio managers. Others who may have an interest include bank lending officers, venture capitalists, government regulators, human resource managers, entrepreneurs, and board members. The book may also be used as a companion or supplemental text for undergraduate and graduate students taking courses on mergers and acquisitions, corporate restructuring, business strategy, management, governance, and entrepreneurship. - Describes a broad view of the mergers and acquisition process to illustrate agents' interactions - Simplifies without overgeneralizing - Bases conclusions on empirical evidence, not experience and opinion - Features a recent business case at the end of each chapter

Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. Coverage includes: International corporate governance. Compensation, equity ownership, incentives, and the labor market for CEOs. Optimal board structure, tradeoffs, and consequences. Governance, organizational strategy, business models, and risk management. Succession planning. Financial reporting and external audit. The market for corporate control. Roles of institutional and activist shareholders. Governance ratings. The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to “get the story straight,” and to provide useful tools for making better, more informed decisions.

The most common image of world politics involves states negotiating, cooperating, or sometimes fighting with one another; billiard balls in motion on a global pool table. Yet working through local proxies or agents, through what Eli Berman and David A. Lake call a strategy of "indirect control," has always been a central tool of foreign policy. Understanding how countries motivate local allies to act in sometimes costly ways, and when and how that strategy succeeds, is essential to effective foreign policy in today's world. In this splendid collection, Berman and Lake apply a variant of principal-agent theory in which the alignment of interests or objectives between a powerful state and a local proxy is central. Through analysis of nine detailed cases, Proxy Wars finds that: when principals use rewards and punishments tailored to the agent's domestic politics, proxies typically comply with their wishes; when the threat to the principal or the costs to the agent increase, the principal responds with higher-powered incentives and the proxy responds with greater effort; if interests diverge too much, the principal must either take direct action or admit that indirect control is unworkable. Covering events from Denmark under the Nazis to the Korean War to contemporary Afghanistan, and much in between, the chapters in Proxy Wars engage many disciplines and will suit classes taught in political science, economics, international relations, security studies, and much more.