Business Commons^™

The Shareholder Value Of Empowered Boards, K.J. Martijn Cremers, Simone M. Sepe

Journal Articles

In the last decade, the balance of power between shareholders and boards has shifted dramatically. Changes in both the marketplace and the legal landscape governing it have turned the call for empowered shareholders into a new reality. Correspondingly, the authority that boards of directors have historically held in U.S. corporate law has been eroded. Empirical studies associating staggered boards with lower firm value have been interpreted to favor this shift of authority, supporting the view that protecting boards from shareholder pressure is detrimental to shareholder interests. This Article presents new empirical evidence on staggered boards that not only exposes the …

Modern-Day Monitorships, Veronica Root

Faculty Scholarship

When a sexual abuse scandal rocked Penn State, when Apple was found to have engaged in anticompetitive behavior, and when servicers like Bank of America improperly foreclosed upon hundreds of thousands of homeowners, each organization entered into a "Modern-Day Monitorship”. Modern-day monitorships are utilized in an array of contexts to assist in widely varying re­mediation efforts. This is because they provide outsiders with a unique source of information about the efficacy of the tarnished organization's efforts to resolve misconduct. Yet, despite their use in high profile and serious matters of organi­zational wrongdoing, they are not an outgrowth of careful study …

The New Governance And The Challenge Of Litigation Bylaws, Jill E. Fisch

All Faculty Scholarship

Corporate governance mechanisms designed to ensure that managers act in shareholders’ interest have evolved dramatically over the past forty years. “Old governance” mechanisms such as independent directors and performance-based executive compensation have been supplemented by innovations that give shareholders greater input into both the selection of directors and ongoing operational decisions. Issuer boards have responded with tools to limit the exercise of shareholder power both procedurally and substantively. This article terms the adoption and use of these tools, which generally take the form of structural provisions in the corporate charter or bylaws, the “new governance.”

Delaware law has largely taken …

Motivating Without Mandates: The Role Of Voluntary Programs In Environmental Governance, Cary Coglianese, Jennifer Nash

All Faculty Scholarship

For the last several decades, governments around the world have tried to use so-called voluntary programs to motivate private firms to act proactively to protect the environment. Unlike conventional environmental regulation, voluntary programs offer businesses flexibility to adopt cost-effective measures to reduce environmental impacts. Rather than prodding firms to act through threats of enforcement, they aim to entice firms to move forward by offering various kinds of positive incentives, ranging from public recognition to limited forms of regulatory relief. Despite the theoretical appeal of voluntary programs, their proper role in government’s environmental toolkit depends on the empirical evidence of how …

From Promise To Form: How Contracting Online Changes Consumers, David A. Hoffman

All Faculty Scholarship

I hypothesize that different experiences with online contracting have led some consumers to see contracts—both online and offline—in distinctive ways. Experimenting on a large, nationally representative sample, this paper provides evidence of age-based and experience-based differences in views of consumer contract formation and breach. I show that younger subjects who have entered into more online contracts are likelier than older ones to think that contracts can be formed online, that digital contracts are legitimate while oral contracts are not, and that contract law is unforgiving of breach.

I argue that such individual differences in views of contract formation and enforceability …

Sincerity In Corporate Philanthropy, Stakeholder Perceptions And Firm Value, Ilya R. P. Cuypers, Ping-Sheng Koh, Heli Wang

Research Collection Lee Kong Chian School Of Business

This study extends the literature on symbolic management by incorporating the role of stakeholder perceptions into the context of corporate philanthropy. In particular, we differentiate between the quantitative (generous giving) and qualitative (innovative giving) aspects of giving. We argue that although stakeholders may perceive both types of giving as being substantive rather than symbolic, innovative giving is likely to be perceived as more substantive than generous giving is and, thus, has a greater impact on firm value. Furthermore, stakeholder perceptions of corporate philanthropy as being more symbolic or substantive are influenced by firm characteristics—the type of products or services that …

He Said , She Said: The Rcbc Money Laundering Scandal, Leveric T. Ng

Graduate School of Business Publications

The ongoing RCBC money laundering investigation has evidently become a topic of conversation from New York to Singapore…….That should come as no surprise given the magnitude of the crime, but unfortunately not many people here seem to have grasped yet just how damaging this is to the country. The sad reality is that the all-too-typical way this scandal is being addressed only serves to camouflage the relatively simple, broad facts of the case, and almost certainly won’t lead to the swift decisive solutions the country needs to implement to avoid becoming a financial pariah.” (Ben Kritz, Manila Times March 18, …

A Modular Governance Architecture In-The-Making: How Transnational Standard-Setters Govern Sustainability Transitions, Stephan Manning, Juliane Reinecke

Management and Marketing Faculty Publication Series

Sustainability transitions have been studied as complex multi-level processes, but we still know relatively little about how they can be effectively governed, especially in transnational domains. Governance of transitions is often constrained by the equivocality of sustainability goals, the idiosyncrasy of niche experiments and the multiplicity of governance actors and interests. We study the role of transnational standard-setters in mitigating these challenges and governing sustainability transitions within a transnational sector. Our case is the global coffee sector where ‘sustainability standards’ are increasingly being adopted. We find that the emergence of a ‘modular governance architecture’ has helped diverse and heterogeneous actors …