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By Chordia, Sarkar

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They point to the recent bubble and crash on NASDAQ and other financial markets as evidence that stock valuations are as likely to reflect fundamental value as not. They argue that when stock valuations deviate in this way from fundamental value they can no longer be taken as a reliable guide for the efficient allocation of control or for that matter as a reliable mechanism to discipline management. In such inefficient financial markets poison pills are necessary to protect management from the vagaries of the market and from opportunistic bids.

Why do we need regulation? A natural question to ask then is why regulations imposing particular governance rules (required by stock exchanges, legislatures, courts or supervisory authorities) are necessary. 25 If it is in the interest of firms to provide adequate protection to shareholders, why mandate rules, which may be counterproductive? Even with the best intentions regulators may not have all the information available to design efficient rules. 26 Worse still, regulators can be captured by a given constituency and impose rules favoring one group over another.

1: Corporate Governance and Control 9 great care was given to ensure the transfer of control to large shareholders. The issues surrounding the choice of privatization method rekindled interest in governance issues; indeed Shinn (2001) finds that the state’s new role as a public shareholder in privatized corporations has been an important source of impetus for changes in corporate governance practices worldwide. In general, privatizations have boosted the role of stock markets as most OECD sales have been conducted via public offerings, and this has also focused attention on the protection of small shareholders.

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An Empirical Analysis Of Stock And Bond Market Liquidity by Chordia, Sarkar

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