Business Commons^™

Board Gender Diversity, Ceo Turnover, And Firm Performance In Entrepreneurial Firms, Matthew Imes, Mark West, Jessica West, Shan Yan

The Journal of Entrepreneurial Finance

This article examines recent literature on corporate boards and the interplay between director gender and CEO turnover and how it affects firm performance after CEO turnover. The primary focus is board gender diversity and CEO job embeddedness in entrepreneurial firms. This article discusses gender diversity and the frequency of CEO turnover. This paper finds that board gender diversity is associated with lower CEO involuntary turnovers and better overall performance in entrepreneurial firms. The article highlights how board gender diversity, especially in small firms, provides a unique pathway to create firm value and examines recent evidence on how gender diverse board …

Dames Paving Pathways To Directorships. A Study About Female Leaders In Art Museums In The United States, Mechele Manno

Dissertations

Purpose: The purpose of this qualitative phenomenological study was to examine and describe the career pathways of female art museum directors in the United States

Methodology: This phenomenological study described lived experiences of eight female art museum directors with over five years of directorship experience from museums with operating budgets over $10 million and in states that receive the highest private funding: CA, DC, IL, MA, NY, OH, PA, and TX. Data collection consisted of in-depth interviews using a scripted interview guide in research categories: a) motivation; b) career advancement; c) barriers; and d) support.

Findings: All major findings were …

How Do Accounting Practices Spread? An Examination Of Law Firm Networks And Stock Option Backdating, Patricia M. Dechow, Samuel T. Tan

Research Collection School Of Accountancy

We hypothesize that one way accounting practices spread is through law firm connections. We investigate this prediction by examining companies that avoided reporting compensation expense by engaging in stock option backdating. We hypothesize that executives engaged in backdating because they were desensitized to its inappropriateness when they learned through their legal counsel that other companies were engaging in this practice. We identify backdating companies through backdating-related restatements of earnings. Using network analysis, we find that backdating companies are highly connected with other backdating companies via shared law firms. Logistic regressions reveal that the odds of a company backdating are 53 …

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, …

Board Committee Overlap And Ceo Compensation, Center For Executive Succession

Research Briefs

Overlaps between compensation and audit committee directors lead to lower total CEO compensation and a higher percentage CEO compensation comprised of base salary. • When new overlaps are created, CEO compensation is lower and base salary is higher as a percentage of compensation. • Committee overlap effects on compensation are greater for companies with more conservative accounting practices.

How Do Accounting Practices Spread? An Examination Of Law Firm Networks And Stock Option Backdating, Teck Meng Junior Tan, Patricia M. Dechow

Research Collection School Of Accountancy

We hypothesize that one way that accounting practices spread is through law firm connections. We investigate this prediction by examining companies that avoided reporting compensation expense by engaging in stock option backdating. We hypothesize that executives engaged in backdating because they were desensitized to its inappropriateness when they learned through their legal counsel that other companies were engaging in this practice. We identify backdating companies through backdating-related restatements of earnings. Using network analysis, we document that backdating companies are more highly connected with other backdating companies via shared law firms. Logistic regressions indicate that the odds of a company backdating …

Perfectly Frank: A Reflection On Quality Lawyering In Honor Of R. Franklin Balotti, Leo E. Strine Jr., James J. Hanks Jr., John F. Olson, A. Gilchrist Sparks, E. Norman Veasey, Gregory P. Williams

All Faculty Scholarship

This essay honoring the late R. Franklin Balotti focuses upon certain of the key attributes necessary to practice business law effectively and ethically. Among these attributes are a strong work ethic, the integrity to stand behind your own advice and candidly admit when things do not go according to plan, empathy for how others will view your client’s actions and the ability to communicate that perception to your client, the confidence to change the pace of a transaction when a slow down or time out is warranted, and the ability to have some fun and laugh (even at yourself). Perhaps …

Standing Voting Instructions: Empowering The Excluded Retail Investor, Jill E. Fisch

All Faculty Scholarship

Despite the increasing importance of shareholder voting, regulators have paid little attention to the rights of retail investors who own approximately 30% of publicly traded companies but who vote less than 30% of their shares. A substantial factor contributing to this low turnout is the antiquated mechanism by which retail investors vote. The federal proxy voting rules place primary responsibility for facilitating retail voting in the hands of custodial brokers who have limited incentives to develop workable procedures, and current regulatory restrictions impede market-based innovation that incorporate technological innovations.

One of the most promising such innovations is standing voting instructions …

Role Of Non-Executive Directors In Implementing Non-Regulatory Codes On Corporate Governance In Smes Listed In The Alternative Investment Market In The Uk: A Content Analysis, Palli Mulla K A Chandrakumara, Gunetilleke Walter

Faculty of Business - Papers (Archive)

This study explores roles of NEDs of SMEs listed in the Alternative Investment Market (AIM) in the London Stock Exchange. It extends the literature on NEDs’ roles relevant to a context where the adherence to the principles of non-regularity corporate governance is not compulsory. We adopted a content analysis approach as a novel method for exploring roles of NEDs using details of 1220 NEDs recorded in 75 annual reports. It revealed that NEDs meet the expectations of several stakeholders simultaneously by playing multiple roles. A conceptual model depicting testable relationship between cognitive tasks and key roles of NEDs is also …

Dilution In Director Risk Assessments: The Effects Of Diagnostic And Non-Diagnostic Information, Jean Lin Seow

Research Collection School Of Accountancy

This paper reports the results of an experiment investigating how directors’ identification and evaluation of diagnostic and non-diagnostic information in a financial statement fraud risk assessment setting affects dilution in their risk assessments. My results show that more (less) diluted risk assessments are made when more (fewer) nondiagnostic factors are identified and where less (more) weight is placed on non-diagnostic factors identified as relevant to the judgment decision. Directors with higher levels of technical knowledge are found to identify more diagnostic factors and place greater weight on these factors than directors with lower levels of technical knowledge. Higher levels of …

The Long Road Back: Business Roundtable And The Future Of Sec Rulemaking, Jill E. Fisch

All Faculty Scholarship

The Securities and Exchange Commission has suffered a number of recent setbacks in areas ranging from enforcement policy to rulemaking. The DC Circuit’s 2011 Business Roundtable decision is one of the most serious, particularly in light of the heavy rulemaking obligations imposed on the SEC by Dodd-Frank and the JOBS Act. The effectiveness of the SEC in future rulemaking and the ability of its rules to survive legal challenge are currently under scrutiny.

This article critically evaluates the Business Roundtable decision in the context of the applicable statutory and structural constraints on SEC rulemaking. Toward that end, the essay questions …

Sue On Pay: Say On Pay’S Impact On Directors’ Fiduciary Duties, Lisa Fairfax

All Faculty Scholarship

This Article advances a normative case for using say on pay litigation to enhance the state courts’ role in policing directors’ compensation decisions. Outrage over what many perceive to be excessive executive compensation has escalated dramatically in recent years. In 2010, such outrage prompted Congress to mandate say on pay—a nonbinding shareholder vote on executive compensation. In the wake of say on pay votes, some shareholders have brought suit against directors alleging that a negative vote indicates a breach of directors’ fiduciary duties. To date, the vast majority of courts have rejected these suits. This Article insists that such rejection …

An Examination Of The Financial Challenges Of Entrepreneurship Centers Throughout The World, Todd A. Finkle, Teresa Menzies, Donald F. Kuratko, Michael G. Goldsby

Todd A Finkle

The Destructive Ambiguity Of Federal Proxy Access, Jill E. Fisch

All Faculty Scholarship

After almost seventy years of debate, on August 25, 2010, the SEC adopted a federal proxy access rule. This Article examines the new rule and concludes that, despite the prolonged rule-making effort, the new rule is ambiguous in its application and unlikely to increase shareholder input into the composition of corporate boards. More troubling is the SEC’s ambiguous justification for its rule which is neither grounded in state law nor premised on a normative vision of the appropriate role of shareholder nominations in corporate governance. Although the federal proxy access rule drew an unprecedented number of comment letters and is …

Threats Escalate: Corporate Information Technology Governance Under Fire, Lawrence J. Trautman

Lawrence J. Trautman Sr.

In a previous publication The Board’s Responsibility for Information Technology Governance, (with Kara Altenbaumer-Price) we examined: The IT Governance Institute’s Executive Summary and Framework for Control Objectives for Information and Related Technology 4.1 (COBIT®); reviewed the Weill and Ross Corporate and Key Asset Governance Framework; and observed “that in a survey of audit executives and board members, 58 percent believed that their corporate employees had little to no understanding of how to assess risk.” We further described the new SEC rules on risk management; Congressional action on cyber security; legal basis for director’s duties and responsibilities relative to IT governance; …

Pathways For Women To Senior Management Positions And Board Seats: An A-Z List, Douglas M. Branson

Articles

In April, Michigan State University School of Law held a symposium entitled “Pathways to Power.” For the most part, symposium speakers confined themselves to speaking about women’s progress along partner tracks in law firms, into positions as prosecutors and judges, and elections to political office. The author of this article has published two books (No Seat at the Table - How Governance and Law Keep Women Out of the Boardroom and The Last Male Bastion - Gender and the CEO Suite) and several articles on pathways for women to corporate management positions and to board seats. This article …

Board Reputation And Financial Reporting Quality, Dan Segal

Research Collection School Of Accountancy

This study uses a new measure of board reputation that is based on the market value of other companies on which board members serve, and examines whether board reputation has a causal effect on monitoring as reflected in financial statement reporting quality. A negative causal effect is expected if reputable directors are ineffective monitors because they are too busy or they choose to cater to management, whereas a positive causal effect is expected if reputable directors are more experienced and subject to significant reputation penalties in the case of a financial reporting failure. An alternative explanation is that reputation does …

Does Female Directorship On Independent Audit Committees Constrain Earnings Management?, Jerry Sun, Guoping Liu, George Lan

Odette School of Business Publications

This study examines whether the gender of the directors on fully independent audit committees affects the ability of the committees in constraining earnings management and thus their effectiveness in overseeing the financial reporting process. Using a sample of 525 firm-year observations over the period 2003 to 2005, we are unable to identify an association between the proportion of female directors on audit committees and the extent of earnings management.

Inside-Out Corporate Governance, David A. Skeel Jr., Vijit Chahar, Alexander Clark, Mia Howard, Bijun Huang, Federico Lasconi, A.G. Leventhal, Matthew Makover, Randi Milgrim, David Payne, Romy Rahme, Nikki Sachdeva, Zachary Scott

All Faculty Scholarship

Until late in the twentieth century, internal corporate governance—that is, decision making by the principal constituencies of the firm—was clearly distinct from outside oversight by regulators, auditors and credit rating agencies, and markets. With the 1980s takeover wave and hedge funds’ and equity funds’ more recent involvement in corporate governance, the distinction between inside and outside governance has eroded. The tools of inside governance are now routinely employed by governance outsiders, intertwining the two traditional modes of governance. We argue in this Article that the shift has created a new governance paradigm, which we call inside-out corporate governance.

Using the …

Upheaval In The Boardroom: Outside Director Public Resignations, Motivations, And Consequences, Michael Dewally, Sarah Peck

Finance Faculty Research and Publications

We investigate the motives and circumstances surrounding outside directors' decisions to publicly announce their board resignations. Directors who leave "quietly" are in their mid-sixties and professional directors, i.e., retirees, who are retiring entirely from professional life. Directors who announce their resignation are in their mid-fifties and active professionals. Half the time they say they are leaving because they are "busy." These directors leave from firms with some weakness in their performance, but with no overt manifestations of cronyism such as excessive compensation of either the CEO or directors. The other half of the time directors leave while publicly criticizing the …

Cue Usage In Financial Statement Fraud Risk Assessments: Effects Of Technical Knowledge And Decision Aid Use, Jean Lin Seow

Research Collection School Of Accountancy

This paper investigates the effects of technical knowledge and decision aid use on financial statement fraud risk assessments made by directors and students. More extreme fraud risk assessments are made when participants identify and process larger (smaller) numbers of diagnostic (non-diagnostic) factors, with technical knowledge driving diagnostic factor identification. Significant decision aid-technical knowledge effects are also found; decision aid use has a detrimental effect on high-knowledge directors while improving performance in inexperienced, low-knowledge students. These results suggest that although decision aids can afford gains in performance in inexperienced users, they can have unintended and/or paradoxical behavioural effects on experienced users.

Strengthening Special Committees, Elizabeth Pollman

All Faculty Scholarship

Special committees make some of the most important decisions facing corporations. High-quality decision-making on these critical issues has become even more urgent in this time of economic volatility and outrage about corporate irresponsibility. Indeed, special committees may be increasingly in the spotlight as the current economic crisis will likely lead to a flood of shareholder litigation and, when credit markets thaw, a wave of strategic transactions. Sometimes a board will create a special committee of just one person to handle a crucial matter. This Article proposes that courts or legislatures firmly establish a preference or requirement that special committees consist …

An Examination Of Entrepreneurship Centers In The United States: A National Survey, Todd A. Finkle, Donald F. Kuratko, Michael G. Goldsby

Todd A Finkle

Spare The Rod, Spoil The Director? Revitalizing Directors' Fiduciary Duty Through Legal Liability, Lisa M. Fairfax

Faculty Scholarship

It appears that our society has tacitly agreed to spare corporate directors any significant legal liability—which includes both financial and incarceration—for failing to perform their duties as board members. Thus, over the last twenty years, there has been a virtual elimination of legal liability—particularly in the form of financial penalties—for directors who breach their fiduciary duty of care. This is true despite the fact that we entrust directors with the awesome responsibility of monitoring all of America's corporations as well as the officers and agents within those corporations. More surprisingly, this tacit agreement against legal liability for directors has persisted …

A New Player In The Boardroom: The Emergence Of The Independent Directors' Counsel, Geoffrey C. Hazard Jr., Edward B. Rock

All Faculty Scholarship

Over the last thirty years, the independent directors have occasionally been represented by independent counsel. Instances include: special litigation committees reviewing derivative suits; independent committees in parent subsidiary mergers and MBOs; and internal investigations of misconduct. We predict that, with the additional legal requirements imposed on independent directors by the Sarbanes Oxley Act and related changes to SEC rules and Stock Exchange listing requirements, the independent directors, especially those on the Audit Committee, increasingly will be represented on a continuing basis by independent legal counsel. Out of this will emerge a new figure in the board room: the Independent Directors' …

Mergers And Acquisitions - The Directors' View, Mark E. Pickering

Mark E Pickering

Mergers and acquisitions (M&A) can be an extremely valuable tool to transform organisations and to accelerate growth strategies. However, poorly conceived and implemented acquisitions can result in significant distraction, substantial financial write-offs and, in extreme cases, put the acquirer’s future in jeopardy. Directors play an important role in the M&A decision process and should delve into key components of proposed acquisitions to improve M&A outcomes.

Tourism Management Profiles: Implications For Tourism Education, Robert M. O'Halloran

Hospitality Review

Studies of state tourism directors and convention and visitor bureau directors show that there is a need for organized tourism management educations. The author discusses these studies and how they can be used in the development of tourism management education.