Innovative Mechanisms What New and Term Paper

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The duties as also rights have led to directors and managers owing fiduciary duties to the shareholders, particularly loyalty, duties relating to care as well as condor. The failure to these duties enables the shareholders to sue the directors and managers to "stop certain actions from occurring or for damages stemming from actions that were not in the interests of shareholders. State corporate law, therefore, attempts to better align the interests of managers and directors with those of shareholders by imposing various obligations on managers and directors and then penalizing them if they fail to meet those obligations." (Edwards; Burns, 2003)

The third mechanism relates to the executive compensation. Here shareholders or the elected board of directors decides the structure of compensation. In addition to that the compensation is to be based on the stock performance of the company. These mechanisms are supported by two concepts commonly known as the 'gatekeepers' and 'hostile takeovers'. In other words these two concepts strengthen the already mentioned three 'lines of defense' mechanisms. The concept of 'Gatekeepers' is mostly used by lawyers, auditors, underwriters, securities analysts and the credit rating departments. The concept of 'gatekeepers' relate to supervising the corporate officials and the whole company for the shareholders. The gatekeepers who are skilled professionals work independently or are authorized to certify the accuracy level of the company's legal behavior.

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A company which fails to have the necessary certifications" is being penalized by denying the total accessibility to the capital markets. The concept of the 'Hostile Takeovers', argue for the replacement of the managers who are questionable or unfit with the people who have the ability to increase the stockholder value. These hostile takeovers are a costly affair, so this option is to be used only when the costs of the agency are very high. (Edwards; Burns, 2003)

2. Can you think of any protective practices that the corporation could include to better protect against deceptive and destructive business practices of bad corporate officers?

Implementing preventive measures against the wrong or destructive practices prevailing in businesses are quite a difficult task. The Sarbanes-Oxley Act commonly known as SOX was issued for the protection of public who are cheated by the corporate executives indulging in manipulations. Sarbanes-Oxley Act essentially demands accurate financial statements. The authorized officers should not blindly believe the accuracy of the accounts but evaluate step-by-step to certify the company. (Fujitsu Consulting, 2007) Further each of the investors needs to have quarterly accessibility to the information required to make judgment on the financial performance of.....

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