Business Commons^™

Regulating The Corporate Governance Of State-Owned Enterprises In Investment Arbitration, Mark Mclaughlin

Research Collection Yong Pung How School Of Law

The renaissance of sovereign investment is one of the defining economic trends of the 21st century. While many states have benefitted, and continue to benefit, from an influx of state-backed foreign investment, this embrace is not without its hesitancies. Host states are particularly concerned that state-owned enterprises (SOE s) pursue non-commercial policy objectives, maintain lower levels of transparency than their private counterparts, and operate with inferior standards of responsible business conduct. In response, domestic regulators have enacted a series of countermeasures for SOE investment, including requirements that such enterprises must invest on a “commercial basis.” However, the regulation of foreign …

Are All Risks Created Equal? Rethinking The Distinction Between Legal And Business Risk In Corporate Law, Adi Libson, Gideon Parchomovsky

All Faculty Scholarship

Should corporate legal risk be treated similarly to corporate business risks? Currently, the law draws a clear-cut distinction between the two sources of risk, permitting the latter type of risk and banning the former. As a result, fiduciaries are shielded from personal liability in the case of business risk and are entirely exposed to civil and criminal liability that arises from legal risk-taking. As corporate law theorists have underscored, the differential treatment of business and legal risk is highly problematic from the perspective of firms and shareholders. To begin with, legal risk cannot be completely averted or eliminated. More importantly, …

Too Many Peas In A Pod? How Overlaps In Directors’ Local And Global Status Characteristics Influence Board Turnover In Newly Public Firms, Abhijith G. Acharya, Timothy G. Pollock

Research Collection Lee Kong Chian School Of Business

Drawing on status characteristics theory, we explore how boards’ social structures influence board turnover. We theorize that (1) understanding directors’ relative standing and spheres of influence in the local status hierarchy creates deference structures that reduce conflict and enhance stability, thereby reducing board turnover; and (2) shared performance expectations and attraction based on homophily in the global status hierarchy can also reduce conflict and enhance stability, and thus serve as another means of reducing board turnover. Using data on the five years following the initial public offerings (IPOs) of 218 firms that went public between 2001 and 2005, we find …

Reversing The Fortunes Of Active Funds, Adi Libson, Gideon Parchomovsky

All Faculty Scholarship

In 2019, for the first time in the history of U.S. capital markets, passive funds surpassed active funds in terms of total assets under management. The continuous growth of passive funds at the expense of active funds is a genuine cause for concern. Active funds monitor the management and partake of decision-making in their portfolio companies. Furthermore, they improve price efficiency and managerial performance by engaging in informed trading. The buy/sell decisions of active funds provide other market participants reliable information about the quality of firms. The cost of active investing is significant and it is exclusively borne by active …

Caremark And Esg, Perfect Together: A Practical Approach To Implementing An Integrated, Efficient, And Effective Caremark And Eesg Strategy, Leo E. Strine Jr., Kirby M. Smith, Reilly S. Steel

All Faculty Scholarship

With increased calls from investors, legislators, and academics for corporations to consider employee, environmental, social, and governance factors (“EESG”) when making decisions, boards and managers are struggling to situate EESG within their existing reporting and organizational structures. Building on an emerging literature connecting EESG with corporate compliance, this Essay argues that EESG is best understood as an extension of the board’s duty to implement and monitor a compliance program under Caremark. If a company decides to do more than the legal minimum, it will simultaneously satisfy legitimate demands for strong EESG programs and promote compliance with the law. Building …

Is Corporate Social Responsibility An Agency Problem?, Hao Liang, Luc Renneboog

Research Collection Lee Kong Chian School Of Business

This chapter examines whether CSR investments occur mostly in firms with severe agency problems, which suggests that CSR is an agency issue. We demonstrate that this is not the case: CSR investments and performance are higher when dividends are high, leverage is high, cash flows and cash holdings are low, and when there is a high managerial pay-for-performance sensitivity. All these variables combined represent managerial discipline in terms of corporate investing. We also document that better legal protection of shareholder rights is positively related to CSR performance. This implies that when shareholders are more powerful relative to the management, the …

Governance And Post-Repurchase Performance, Gary Caton, Jeremy Goh, Yen Teik Lee, Scott Linn

Research Collection Lee Kong Chian School Of Business

Payout policies based on share repurchase programs provide greater flexibility than do those based on cash dividends. We develop and test an empirical model in which strongly governed companies outperform weakly governed companies after announcing share repurchase programs. Our findings include positive associations between strong governance and both post-announcement adjusted operating performance and abnormal stock returns. The results are robust to sample selection bias, different sample criteria, governance measurement, and various control variables. In addition, governance strength is associated with larger post-announcement changes in CEO incentive compensation and merger and acquisition activity, both of which we argue are consistent with …

Governance Matter: Morningstar Stewardship Grades And Mutual Fund Performance, Jerry X. Cao, Aurobindo Ghosh, Jeremy Goh, Wee Seng Ng

Research Collection Lee Kong Chian School Of Business

Mutual fund investors have the arduous task of disentangling luck from ability of mutual fund managers’ performance. In this paper we investigate the role of mutual fund corporate governance (measured by Morningstar Stewardship grade) in mutual fund performance. We propose an objective data-driven corporate governance score based on principal components of Morningstar Stewardship Grades. Furthermore, we establish corporate governance scores have Granger Causality on long-term risk-adjusted returns. The findings suggest that corporate governance grades of mutual funds carry information content beyond the usual star rating measures for predicting long-term mutual fund performance and provide an effective tool for selecting funds.

Communicating Corporate Social Responsibility In Singapore: Towards More Effective Media Relations, A. Pang, Angela Ka Ying Mak, Joanne M. H. Lee

Research Collection Lee Kong Chian School Of Business

Organizations face several impediments when it comes to communicating their corporate social responsibility (CSR) engagement to the public via the media. This paper examines practitioners’ and journalists’ perception of CSR communication using the agenda-building model (Qiu Q, Cameron GT, Communicating health disparities: building a supportive media agenda. VDM Verlag, Saarbruecken, 2008) by examining news coverage of how practitioners and journalists understand CSR, what types of CSR stories get covered in the media, and how are CSR stories portrayed in the media. News coverage of Singapore’s mainstream publications, The Straits Times, The Business Times, and The New Paper, were analyzed. The …

Framing A Purpose For Corporate Law, William W. Bratton

All Faculty Scholarship

This article seeks to frame a short statement of purpose for corporate law on which all reasonable observers can agree. The statement, in order to succeed at its intended purpose, must satisfy two strict conditions: first, it must have enough content to be meaningful; second, it must be completely uncontroversial, both descriptively and normatively. The exercise, thus described, involves avoiding the issues that occupy center stage in discussions about corporate law while at the same time highlighting the discussants’ generally held presuppositions. Three closely interconnected issues arise. First, whether the statement of the purpose of corporate law should speak in …

Shareholder Activism And Its Impact On Corporate Behavior; With Special Reference To Australian Ethical's Climate Advocacy Fund, Elias Springer

Independent Study Project (ISP) Collection

Given that the single driving force behind our current myopic markets is their pursuit of maximal profits, there is a dire need for increased shareholder activism to hold these corporations accountable for the social and environmental repercussions of their single-bottom line modus operandi. This study analyzes the effectiveness of shareholder activism as a tool for changing corporate behavior, and makes a more in-depth assessment of the extent to which Australian Ethical’s Climate Advocacy Fund impacts corporate behavior.

The data collected and analyzed from five interviews was used to supplement the data collected through literature review. Two interviews were conducted on …

On Beyond Calpers: Survey Evidence On The Developing Role Of Public Pension Funds In Corporate Governance, Stephen Choi, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

The Role Of Government In Corporate Governance, Cary Coglianese, Elizabeth K. Keating, Michael L. Michael, Thomas J. Healey

All Faculty Scholarship

Numerous corporate scandals in the past several years have fueled widespread debate over proposals for government action. The central challenge for government is how to restore corporate integrity and market confidence without overreacting and stifling the dynamism that underlies a strong economy. To examine this challenge, the Center for Business and Government's Regulatory Policy Program organized a conference in May 2004 on The Role of Government in Corporate Governance. The conference brought together government officials, business leaders, and academic researchers to discuss three fundamental public policy issues raised by recent corporate abuses. First, who should regulate corporate management - government …

The Qualified Legal Compliance Committee: Using The Attorney Conduct Rules To Restructure The Board Of Directors, Jill E. Fisch, Caroline M. Gentile

All Faculty Scholarship

The Securities and Exchange Commission introduced a new corporate governance structure, the qualified legal compliance committee, as part of the professional standards of conduct for attorneys mandated by the Sarbanes-Oxley Act of 2002. QLCCs are consistent with the Commission’s general approach to improving corporate governance through specialized committees of independent directors. This Article suggests, however, that assessing the benefits and costs of creating QLCCs may be more complex than is initially apparent. Importantly, QLCCs are unlikely to be effective in the absence of incentives for active director monitoring. This Article concludes by considering three ways of increasing these incentives.

Taking Boards Seriously, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Questioning Philanthropy From A Corporate Governance Perspective, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Relationship Investing: Will It Happen? Will It Work?, Jill E. Fisch

All Faculty Scholarship

No abstract provided.