Business Commons^™

Yung Kee: A Roast Goose Chase, Singapore Management University

Perspectives@SMU

How a Hong Kong culinary landmark emerged stronger following a bitter family feud over succession disputes

The Financial Impact Of Gender Diversity On Corporate Boards, Elizabeth Hamilton

Undergraduate Theses

The purpose of this study is to investigate the relationship between gender diversity and firm financial performance, using a data set of 50 S&P 500 companies during 2015-2019. Gender diversity was measured through the percentage of women on the board and whether the board has a “critical mass” (of at least three women). In the results of the regression analyses, some significant relationships between variables were found. The regression between ROA and the percentage of women indicated a positive, significant relationship for ROA to the percentage of women. For the regression between ROA and the critical mass variable, no significant …

Crashing The Boards: A Comparative Analysis Of The Boxing Out Of Women On Boards In The United States And Canada, Diana C. Nicholls Mutter

The Journal of Business, Entrepreneurship & the Law

This paper will first provide a critical, comparative look at the Canadian and the federal American responses to the under-representation of women on boards of large, publicly traded corporations. There will be a discussion about the competing conceptions which emerge in addressing the regulation of women on boards in the United States and Canada and why each jurisdiction implemented its policy when it did. The conceptions arising out of questions about under-representation of women on boards tend to fall within two categories: business case rationales and normative rationales. Given the competing conceptions of this issue, this paper will attempt to …

A New Standard For Governance: Reflections On Worker Representation In The United States, Julian Constain

Fordham Journal of Corporate & Financial Law

The contemporary state of corporate law in the United States is one that is skewed toward the archaic principle of shareholder primacy. This narrow conception of corporate purpose has resulted in governance mechanisms that tend to overlook the many stakeholders that are affected by, and, in turn, affect the bottom line of modern corporations. In the wake of the recently proposed Accountable Capitalism Act, this Note investigates the viability of adopting a system of mandated worker board representation—codetermination—in the United States. The Note employs a comparative analysis of the German and Swedish experiences with codetermination, and then evaluates the policy, …

How Does Interpersonal Justice Affect Outside Directors’ Governance Behavior? A Cross-Cultural Comparison, Esther B. Del Brio, Rosa M. Hernandez-Maestro, Toru Yoshikawa

Research Collection Lee Kong Chian School of Business

We examine the impact of interpersonal justice among outside directors on the board and between a director and the CEO regarding the director’s monitoring and resource provision behaviors in different cultural contexts. We argue that directors from individualistic countries are more influenced by CEO interpersonal justice while directors from collectivistic countries are more affected by the board interpersonal justice. Our main effect results indicate that interpersonal justice with board members is positively related to both monitoring and resource provision by a director, while CEO interpersonal justice is related only to resource provision. Our results also show different effects on the …

Organisational Citizenship Behaviors Of Directors: An Integrated Framework Of Director Role-Identity And Boardroom Structure, Toru Yoshikawa, Helen Wei Hu

Research Collection Lee Kong Chian School Of Business

While directors’ task boundaries are usually ambiguous, some of their activities or behaviors clearly constitute their formal duties, whereas others are usually perceived as organizational citizenship behavior (OCB). Applying identity theory, we present a theoretical model that demonstrates one of the key drivers for directors to engage in OCB with a focus on their role identity. We argue that an individual director’s role identity is one of the key factors that motivate directors to engage in OCB. Furthermore, we propose that two board-level contingencies, board capital, and informal board hierarchy order, can moderate the effect of directors’ role-identity salience on …

Corporate Power Is Corporate Purpose Ii: An Encouragement For Future Consideration From Professors Johnson And Millon, Leo E. Strine Jr.

All Faculty Scholarship

This paper is the second in a series considering the argument that corporate laws that give only rights to stockholders somehow implicitly empower directors to regard other constituencies as equal ends in governance. This piece was written as part of a symposium honoring the outstanding work of Professors Lyman Johnson and David Millon, and it seeks to encourage Professors Johnson and Millon, as proponents of the view that corporations have no duty to make stockholder welfare the end of corporate law, to focus on the reality that corporate power translates into corporate purpose.

Drawing on examples of controlled companies that …

Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner

Indiana Law Journal

Corporate directors committed to a failed business strategy or unduly influenced by the company’s debtholders need a dissenting voice—they need shareholder nominees on the board. This Article examines the biases, conflicts, and external factors that impact board decisions, particularly when a company faces financial distress. It challenges the conventional wisdom that debt disciplines management, and it sug-gests that, in certain circumstances, the company would benefit from having the shareholders’ perspective more actively represented on the board. To that end, the Article proposes a bylaw that would give shareholders the ability to nominate direc-tors upon the occurrence of predefined events. Such …

Stewardship In The Interests Of Systemic Stakeholders: Re-Conceptualizing The Means And Ends Of Anglo-American Corporate Governance In The Wake Of The Global Financial Crisis, Zhong Xing Tan

Journal of Business & Technology Law

No abstract provided.

Corporate Governance And The New Trend Of Directors In Company Law In Other Countries, Christopher Chao-Hung Chen, Shuaisheng Huang

Christopher Chao-hung Chen

No abstract provided.

The Uneasy Case For The Inside Director, Lisa Fairfax

All Faculty Scholarship

In the wake of recent scandals and the economic meltdown, there is nearly universal support for the notion that corporations must have independent directors. Conventional wisdom insists that independent directors can more effectively monitor the corporation and prevent or otherwise better detect wrongdoing. As the movement to increase director independence has gained traction, inside directors have become an endangered species, relegated to holding a minimal number of seats on the corporate board. This Article questions the popular trend away from inside directors by critiquing the rationales in favor of director independence, and assessing the potential advantages of inside directors. This …

Board Interlocking In Chilean Corporations: An Exploratory Research, Alfredo Enrione, Carmelo Mazza, Fernando Zerboni

Alfredo Enrione

No abstract provided.

Board Interlocking Strategies In Emerging Markets: The Case Of Chile, Alfredo Enrione, Fernanzdo Zerboni

Alfredo Enrione

Interlocking directorates is a widely studied, applied measure of governance practice. Most of the research has been limited to data from developed countries and studies interlocking as an explanatory variable of other governance constructs. This work conceptualizes interlocking as a rational decision of the owner/controller of a company, as a dependent variable of board’s design, and applies the concepts in an emerging market business environment. We found significant associations between interlocking and firm characteristics such as ownership structure, industry and regulation. We finally draw some conclusions on the direct application of corporate governance theories in developing countries.

The Effects Of Ownership And Capital Structure On Board Composition And Strategic Diversification In Japanese Corporations, Toru Yoshikawa, Phillip H. Phan

Research Collection Lee Kong Chian School Of Business

The board of directors plays an important role in solving the agency problem between shareholders and management. This paper investigates the relationships between ownership and board structure with the diversification strategy of large Japanese firms. The results show that corporate nominee directors are associated with lower levels of product diversification of their investee firms. This suggests that nominee directors in large Japanese corporations see themselves representing specific interests and therefore investors should pay attention to board composition in order to assess the level of protection they can expect to receive. Even without any apparent agency problem with management, there remains …

The Performance Implications Of Ownership Driven Governance Reform, Toru Yoshikawa, Phillip H. Phan

Research Collection Lee Kong Chian School Of Business

This paper explores the performance impact of recent changes in foreign shareholdings and boardroom reforms in Japan. Empirical research on the impact of reform on the Japanese corporate governance system could provide useful lessons for their European counterparts who are themselves facing similar pressures to reform. We found that although participation of outside directors in strategic decision-making was associated with positive stock returns, the increase in the ratio of outside directors, the separation of the board members and executive officers, and the reduction of board size were not related to firm performance.