1,720,961 research outputs found
La “ricezione acustica” della direttiva shareholder rights II in Italia. Spunti di riflessione
Get PDFThe implementation in Italy of the EU Directive no. 2017/828 (so-called Shareholder Rights
Directive II), by means of the Legislative Decree no. 49 dated 10 May 2019, meant to encourage
the long-term engagement of shareholders of listed companies, by juxtaposing several legal
issues with the aim of converging towards a better effectiveness of corporate governance. In
particular, a specific focus is devoted to the need for an active and conscious participation of
shareholders, favouring the engagement of institutional investors and asset managers. In
addition, in order to protect the exercise of the right to vote by shareholders from any conflicts of
interest, high standards of transparency on proxy advisors are introduced. Finally, directors’
remuneration and related party transactions are also addressed so as to avoid abuses by the
management that could negatively affect the profitability of the company. This article analyses
the objectives pursued by the Directive and then focuses on the Italian implementation thereof,
showing the lack of consistency between the policy goals pursued and the means actually
adopted by the Italian legislator
Anatomia della "relazione fiduciaria" tra amministratori e azionisti privi del diritto di voto: ragioni di un insuccesso negli Stati Uniti e in Italia
Get PDFThis paper purports that the fiduciary relationship between shareholders and directors is the key for (understanding) corporate governance.
In order to demonstrate the fundamental importance of such element, we first develop a comprehensive and innovative theory of fiduciary relationship: in our view, its main characteristic, which distinguishes it from (other) contractual relationships, is that the fiduciary is responsible for the selection and the ensuing management of the beneficiary's interests. Remedies, in turn, are necessary to ensure that the decisions of the fiduciary will be consistent with the interests of the beneficiary. Damages (and disgorgement) for conflict of interests are only one of the two ways by which the effectiveness of fiduciary duties is guaranteed: the right to dismiss the fiduciary, indeed, is the ultimate sanction enabling control of the fiduciary by the principal.
The paper then applies this model to the corporate scenario. In such a peculiar environment (i.e. that of listed companies), the most important tool that the beneficiary (i.e. the shareholders, residual claimants) has to protect himself against the fiduciary (i.e. the management) abusing his power is the right to vote (for appointment and termination). Therefore, given that companies are allowed to issue nonvoting shares, the analysis is finally devoted to understanding why a rational investor should buy such shares, being his fiduciary relationship with the directors altered, The paper, thus, compares the history, the financial implications, and the substantive law of a particular kind of nonvoting shares issued in the US and in Italy: the preferred and the so-called “savings” shares ("azioni di risparmio"). However, we show that empirical data confirm that such instruments are not successful. This suggests that voting rights are, for a variety of reasons, much more appealing to investors when they decide to risk their money in the market. It is our belief, and conclusions, that both preferred and "savings" shares are not popular because they alter the physiological fiduciary relationship between shareholders and directors in the corporate context.This paper purports that the fiduciary relationship between shareholders and directors is the key for (understanding) corporate governance.
In order to demonstrate the fundamental importance of such element, we first develop a comprehensive and innovative theory of fiduciary relationship: in our view, its main characteristic, which distinguishes it from (other) contractual relationships, is that the fiduciary is responsible for the selection and the ensuing management of the beneficiary's interests. Remedies, in turn, are necessary to ensure that the decisions of the fiduciary will be consistent with the interests of the beneficiary. Damages (and disgorgement) for conflict of interests are only one of the two ways by which the effectiveness of fiduciary duties is guaranteed: the right to dismiss the fiduciary, indeed, is the ultimate sanction enabling control of the fiduciary by the principal.
The paper then applies this model to the corporate scenario. In such a peculiar environment (i.e. that of listed companies), the most important tool that the beneficiary (i.e. the shareholders, residual claimants) has to protect himself against the fiduciary (i.e. the management) abusing his power is the right to vote (for appointment and termination). Therefore, given that companies are allowed to issue nonvoting shares, the analysis is finally devoted to understanding why a rational investor should buy such shares, being his fiduciary relationship with the directors altered, The paper, thus, compares the history, the financial implications, and the substantive law of a particular kind of nonvoting shares issued in the US and in Italy: the preferred and the so-called “savings” shares ("azioni di risparmio"). However, we show that empirical data confirm that such instruments are not successful. This suggests that voting rights are, for a variety of reasons, much more appealing to investors when they decide to risk their money in the market. It is our belief, and conclusions, that both preferred and "savings" shares are not popular because they alter the physiological fiduciary relationship between shareholders and directors in the corporate context.LUISS PhD Thesi
Introduzione: Il recepimento della direttiva shareholder rights 2. e il decreto n. 49/2019
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Going Beyond Counting First Authors in Author Co-citation Analysis
Get PDFThe present study examines one of the fundamental aspects of author co-citation analysis (ACA) - the way co-citation
counts are defined. Co-citation counting provides the data on which all subsequent statistical analyses and mappings
are based, and we compare ACA results based on two different types of co-citation counting - the traditional type that
only counts the first one among a cited work's authors on the one hand and a non-traditional type that takes into
account the first 5 authors of a cited work on the other hand. Results indicate that the picture produced through this non-traditional author co-citation counting contains more coherent author groups and is therefore considerably clearer. However, this picture represents fewer specialties in the research field being studied than that produced through the traditional first-author co-citation counting when the same number of top-ranked authors is selected and analyzed. Reasons for these effects are discussed
Variations on the Author
Get PDF“Variations on the Author” discusses two of Eduardo Coutinho’s recent films (Um Dia na Vida, from 2010, and Últimas Conversas, posthumously released in 2015) and their contribution to the general question of documentary authorship. The director’s filmography is characterized by a consistent yet self-effacing form of authorial self-inscription: Coutinho often features as an interviewer that rather than express opinions propels discourses; an interviewer that is good at listening. This mode of self-inscription characterizes him as an author who is not expressive but who is nonetheless markedly present on the screen. In Um Dia na Vida, however, Coutinho is completely absent form the image, while Últimas Conversas, on the contrary, includes a confessional prologue that moves the director from the margins to the center of his films. This article examines the ways in which these works stand out in the filmography of a director who offers new insights into the notion of cinematic authorship
Appropriate Similarity Measures for Author Cocitation Analysis
Get PDFWe provide a number of new insights into the methodological discussion about author cocitation analysis. We first argue that the use of the Pearson correlation for measuring the similarity between authors’ cocitation profiles is not very satisfactory. We then discuss what kind of similarity measures may be used as an alternative to the Pearson correlation. We consider three similarity measures in particular. One is the well-known cosine. The other two similarity measures have not been used before in the bibliometric literature. Finally, we show by means of an example that our findings have a high practical relevance.information science;Pearson correlation;cosine;similarity measure;author cocitation analysis
Dispelling the Myths Behind First-author Citation Counts
Get PDFWe conducted a full-scale evaluative citation analysis study of scholars in the XML research field to explore just how different from each other author rankings resulting from different citation counting methods actually are, and to demonstrate the capability of emerging data and tools on the Web in supporting more realistic citation counting methods. Our results contest some common arguments for the continued
use of first-author citation counts in the evaluation of scholars, such as high correlations between author rankings by first-author citation counts and other citation
counting methods, and high costs of using more realistic citation counting methods that are not well-supported by the ISI databases. It is argued that increasingly available digital full text research papers make it possible for citation analysis studies to go beyond what the ISI databases have directly supported and to employ more
sophisticated methods
koamabayili/VECTRON-author-checklist: VECTRON author checklist
No full textWe have done our best to complete the author checklist relating to the use of animals in the hut study. Note that the objective for the hut study was to evaluate the IRS treatment applications for residual efficacy against Anopheles mosquitoes, including the local An. coluzzii mosquito population. Cows were only used to attract mosquitoes into the huts and no tests were carried out directly on the cows. The author checklist is intended for use with studies where experiments are carried out on animals, which is why we have had such difficulty in completing this for the hut study, as many of the questions do not relate to how the cows were used
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