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Books > Law > Laws of other jurisdictions & general law > Financial, taxation, commercial, industrial law > Financial law
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Capital Structure and Corporate Governance - The Role of Hybrid Financial Instruments (Hardcover)
Loot Price: R4,509
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Capital Structure and Corporate Governance - The Role of Hybrid Financial Instruments (Hardcover)
Series: International Banking and Finance Law Series
Expected to ship within 10 - 15 working days
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Despite a clear distinction in law between equity and debt, the
results of such a categorization can be misleading. The growth of
financial innovation in recent decades necessitates the allocation
of control and cash-flow rights in a way that diverges from the
classic understanding. Some of the financial instruments issued by
companies, so-called hybrid instruments, fall into a grey area
between debt and equity, forcing regulators to look beyond the
legal form of an instrument to its practical substance. This
innovative study, by emphasizing the agency relations and the
property law claims embedded in the use of such unconventional
instruments, analyses and discusses the governance regulation of
hybrids in a way that is primarily functional, departing from more
common approaches that focus on tax advantages and internal
corporate control. The author assesses the role of hybrid
instruments in the modern company, unveiling the costs and benefits
of issuing these securities, recognizing and categorizing the
different problem fields in which hybrids play an important role,
and identifying legal and contracting solutions to governance and
finance problems. The full-scale analysis compares the U.K. law
dealing with hybrid instruments with the corresponding law of the
the most relevant U.S. jurisdictions in relation to company law.
The following issues, among many others, are raised: A { decisions
under uncertainty when the risks of opportunism of the parties is
very high; A { contract incompleteness and ex post conflicts; A {
protection of convertible bondholders in mergers and acquisitions
and in assets disposal; A { use of convertible bonds to reorganise
and restructure a firm; A { timing of the conversion and the issuer
A|s call option; A { majority-minority conflict in venture capital
financing; A { duty of loyalty; A { fiduciary duties to preference
shareholders; and A { financial contract design for controlling the
board A|s power in exit events. Throughout, the analysis includes
discussion, comparison, and evaluation of statutory provisions,
existing legal standards, and strategies for protection. It is
unlikely that a more thorough or informative account exists of the
complex regulatory problems created by hybrid financial instruments
and of the different ways in which regulatory regimes have
responded to the problems they raise. Because business parties in
these jurisdictions have a lot of scope and a strong incentive to
contract for their rights, this book will also be of uncommon
practical value to corporate counsel and financial regulators as
well as to interested academics.
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