Business Commons^™

Judicial Review Of Directors' Duty Of Care: A Comparison Between U.S. & China, Zhaoyi Li

Articles

Articles 147 and 148 of the Company Law of the People’s Republic of China (“Chinese Company Law”) establish that directors owe a duty of care to their companies. However, both of these provisions fail to explain the role of judicial review in enforcing directors’ duty of care. The duty of care is a well-trodden territory in the United States, where directors’ liability is predicated on specific standards. The current American standard, adopted by many states, requires directors to “discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.” However, both …

Lifting Labor’S Voice: A Principled Path Toward Greater Worker Voice And Power Within American Corporate Governance, Leo E. Strine Jr., Aneil Kovvali, Oluwatomi O. Williams

All Faculty Scholarship

In view of the decline in gain sharing by corporations with American workers over the last forty years, advocates for American workers have expressed growing interest in allowing workers to elect representatives to corporate boards. Board level representation rights have gained appeal because they are a highly visible part of codetermination regimes that operate in several successful European economies, including Germany’s, in which workers have fared better.

But board-level representation is just one part of the comprehensive codetermination regulatory strategy as it is practiced abroad. Without a coherent supporting framework that includes representation from the ground up, as is provided …

Corporate Law And The Myth Of Efficient Market Control, William W. Bratton, Simone Sepe

All Faculty Scholarship

In recent times, there has been an unprecedented shift in power from managers to shareholders, a shift that realizes the long-held theoretical aspiration of market control of the corporation. This Article subjects the market control paradigm to comprehensive economic examination and finds it wanting.

The market control paradigm relies on a narrow economic model that focuses on one problem only, management agency costs. With the rise of shareholder power, we need a wider lens that also takes in market prices, investor incentives, and information asymmetries. General equilibrium theory (GE) provides that lens. Several lessons follow from reference to this higher-order …

When Elites Forget Their Duties: The Double-Edged Sword Of Prestigious Directors On Boards, Jana Oehmichen, Daniel Braun, Michael Wolff, Toru Yoshikawa

Research Collection Lee Kong Chian School of Business

Previous research indicates that the performance effect of prestigious directors is ambiguous. Our study addresses this issue by integrating the theoretical lens of board capital and the institutional perspective. We argue that prestigious directors can bring benefits as well as costs. We claim that the emergence of these costs depends on the institutional context, specifically the institutional characteristics of the country's corporate elite circle which is characterized by the elite cohesion and the elite exclusiveness. Our empirical results with a 15-country sample covering the period of 2005 to 2014 provide evidence for the overall existence of a positive performance effect …

The Evolution Of Ownership Structure In Japanese Firms (1962-2012), Jungwook Shim, Toru Yoshikawa

Research Collection Lee Kong Chian School Of Business

In this chapter, we investigate the evolution of ownership structure and corporate governance in Japanese firms based on the entire population of listed firms from 1962 to 2012.

Institutional Change Versus Resilience: A Study Of An Incorporation Of Independent Directors In Singapore Banks, Lai Si Tsui-Auch, Toru Yoshikawa

Research Collection Lee Kong Chian School Of Business

We examine how Anglo-American capital market logic penetrated into Singapore where relational logic tends to guide business activities and illustrate how domestic banks reacted to this imported logic in the corporate governance field. We argue that the banks’ ability to accommodate competing logics was enhanced by state agencies’ willingness to modify Anglo-American standards to fit the local context. Given the resulting institutional ambiguities in rules, local banks, while incorporating higher outside representation on their boards, reinterpreted the meaning of independence and emphasized the resource provision role rather than the monitoring function of outside directors. The resultant institutional change has been …

Women Directors On Public Company Boards: Does A Critical Mass Affect Leverage?, Cindy K. Harris

Business and Economics Faculty Publications

This study examines the relationship between corporate leverage (the ratio of total debt to total assets) and gender diversity on US public company boards, with particular focus on boards that have at least 25% women directors. Using this critical mass of women eliminates from consideration boards with lesser female representation, whose female directors may be marginalized in their contributions to board functioning and decision-making. I hypothesize that when boards have this minimum threshold of gender diversity, the influence of risk-averse female directors will impact board decisions related to financing, resulting in lower debt ratios when compared to boards with no …

The Power Of One: Effects Of Ceo Duality On Compensation Committee Quality And Ceo Compensation, Cindy K. Harris, Carol C. Cirka, Eric Farris

Business and Economics Faculty Publications

This paper contributes to the corporate governance literature by focusing on how Chief Executive Officer (“CEO”) duality and compensation committee quality are related to CEO compensation in the period since passage of the Sarbanes Oxley Act (“SOX”). Unlike research prior to SOX that focused chiefly on committee members’ independence, we measure compensation committee quality in two ways. We consider the average number of board directorships held by compensation committee members as well as the proportion of committee members with prior or current CEO duality experience. We introduce the latter variable as a new measure of quality as it has not …

Board Diversity Revisited: New Rationale, Same Old Story, Lisa Fairfax

All Faculty Scholarship

Recently, board diversity advocates have relied on market- or economic-based rationales to convince corporate America to increase the number of women and people of color in the boardroom, in lieu of moral or social justifications. This shift away from moral or social justifications has been deliberate, and it stems from a belief that corporate America would better respond to justifications that centered on the corporate bottom line. However, recent empirical data reveals that despite the increased reliance on, and apparent acceptance of, market- or economic-based rationales for board diversity, there has been little change in actual board diversity. This Article …

Corporate Governance And The 2008-09 Financial Crisis, Martin Conyon, William Q. Judge, Michael Useem

Management Faculty Publications

The financial crisis of the late 2000s resulted in enormous costs to the economies of many countries and the fortunes of millions of families, and it challenged a host of our conceptions and theories of corporate governance. The governing boards of many financial-services firms seemed unable to prevent the risky and ill-fated decisions that jeopardized their firms, devastated their investors, and helped precipitate a financial meltdown that morphed into global recession. Company boards were also directly responsible through their compensation committees and consultant advisors for a sharp rise in executive compensation during the 2000s that may have contributed to undue …

What Level Of Analysis Is Most Salient For A Global Theory Of Corporate Governance?, William Q. Judge

Management Faculty Publications

W e have five rigorous and relevant new comparative corporate governance studies in this issue. Each of these studies contributes to our journal’s overarching mission of moving toward a rigorous and relevant theory of corporate governance that can be meaningfully applied throughout the world. In this editorial, I would like to focus on the multiple levels of analysis involved with arriving at a global theory.

Thomas Kuhn And Corporate Governance Research, William Q. Judge

Management Faculty Publications

Back in the dark ages (i.e., 1980s) when I was pursuing my doctoral degree at the University of North Carolina at Chapel Hill, I read Thomas Kuhn’s (1962) book on how science evolves over time. That book had a big influence on my thinking then, and it continues to influence me. Indeed, that book seems especially pertinent to this particular issue for reasons which I will explain later on in this essay.

Virtual Shareholder Meetings Reconsidered, Lisa Fairfax

All Faculty Scholarship

In 2000 Delaware enacted a statute enabling corporations to host meetings solely by electronic means of communication rather than in a physical location. Since that time, several states have followed Delaware's lead, and the American Bar Association has proposed changing the Model Business Corporation Act to provide for some form of virtual shareholder meetings. Many states believed that such meetings would prove to be an important device for shareholders who desire to increase their voice within the corporation. Instead, very few companies have taken advantage of the ability to host such meetings. This Article provides some data on state statutes …

Asian Corporate Governance Or Corporate Governance In Asia?, Shaomin Li, Anil Nair

Management Faculty Publications

Corporate governance has become an important issue for Chinese and Indian firms as they increasingly interact with regulators and investors from developed markets. For instance, tapping into global capital markets to raise funds to finance their domestic and international growth requires firms from China and India to demonstrate strong corporate governance credentials, so that investors do not discount their stock (LaPorta, Lopez-de-Silanes, Shleifer, & Vishny, 2000). The swift action of Chinese and Indian authorities in response to recent corporate scandals – such as the one at Satyam Computers – reveals that even governments in emerging countries such as China and …

The Impact Of Ownership Structure On Wage Intensity In Japanese Corporations, Toru Yoshikawa, Phillip H. Phan, Parthiban David

Research Collection Lee Kong Chian School Of Business

The authors studied the effect of ownership structure on human capital investments as indicated by wage intensity, defined as the ratio of expenditure on employee wages to sales, in a sample of 996 Japanese manufacturing firms during their economic recession of 1998-2002. They found that domestic shareholders, with interests beyond financial considerations, enhance wage intensity, especially when performance is low, and thereby safeguard human capital investments. Foreign shareholders with sole interest in financial returns have an opposite effect; they reduce wage intensity when firm performance is low.

The Very Uncertain Prospect Of 'Global' Convergence In Corporate Governance, Douglas M. Branson

Articles

Elites in the United States legal academy have been uniform in their prediction of "global" convergence on a single model of governance for large publicly held corporations. That model is, of course, the U.S. model. The evidence, though, is only of some trans Atlantic convergence with an outlier here or there. Moreover, the existing scholarship is culturally and economically insensitive. U.S. style corporate governance, with its requirements for truly independent directors who will confront and remove badly performing CEOs, and which has as an element lawsuits brought by activist shareholders, is simply inappropriate for many cultural settings. Post Confucian and …