Business Commons^™

Toward Fair And Sustainable Capitalism: A Comprehensive Proposal To Help American Workers, Restore Fair Gainsharing Between Employees And Shareholders, And Increase American Competitiveness By Reorienting Our Corporate Governance System Toward Sustainable Long-Term Growth And Encouraging Investments In America’S Future, Leo E. Strine Jr.

All Faculty Scholarship

To promote fair and sustainable capitalism and help business and labor work together to build an American economy that works for all, this paper presents a comprehensive proposal to reform the American corporate governance system by aligning the incentives of those who control large U.S. corporations with the interests of working Americans who must put their hard-earned savings in mutual funds in their 401(k) and 529 plans. The proposal would achieve this through a series of measured, coherent changes to current laws and regulations, including: requiring not just operating companies, but institutional investors, to give appropriate consideration to and make …

Csr-Contingent Executive Compensation Contracts, Zhichuan Li

Business Publications

Firms have increasingly started tying their executives’ compensation to CSR-related objectives. In this paper, we attempt to understand why firms offer CSR-contingent compensation and the conditions under which such compensation improves corporate social performance. Using hand-collected data from proxy statements, we find that this emerging compensation practice varies significantly across industries and across different CSR categories. Further, well-governed firms are more likely to offer CSR-contingent compensation, and such compensation does lead to higher corporate social standing. Such firms are more likely to offer formula-based, Objective CSR-contingent compensation. However, our results suggest that non-formulaic, Subjective CSR-contingent compensation also helps improve companies’ …

Board Committees In Corporate Governance: A Cross-Disciplinary Review And Agenda For The Future, Kalin Kolev, David B. Wangrow, Vincent L. Barker Iii, Donald J. Schepker

Management Faculty Research and Publications

The importance of board committees – specialized subgroups that exist to perform many of the board's most critical functions, such as setting executive compensation, identifying potential board members, and overseeing financial reporting – has grown over time due to increased legal requirements and greater complexity of the environment in which firms operate. This has resulted in a large body of work examining board committees across the accounting, finance, and management disciplines. However, this research has developed rather independently within each discipline, preventing scholars and practitioners from developing a comprehensive understanding of board committees. To address this issue, we conduct a …

Social Activism Through Shareholder Activism, Lisa Fairfax

All Faculty Scholarship

In 1952, the SEC altered the shareholder proposal rule to exclude proposals made “primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes.” The SEC did not reference civil rights activist James Peck or otherwise acknowledge that its actions were prompted by Peck’s 1951 shareholder proposal to Greyhound for desegregating seating. Instead, the SEC indicated that its change simply reflected a codification of a position the SEC staff had taken in 1945.

Today, the shareholder proposal rule has evolved, giving way to several amendments that now enable shareholders to submit proposals on the proxy statement …

How Do Board Ties Affect The Adoption Of New Practices? The Effects Of Managerial Interest And Hierarchical Power, Toru Yoshikawa, Jung Wook Shim, Chang Hyun Kim, Anja Tuschke

Research Collection Lee Kong Chian School Of Business

Research Question/Issues: Most extant literature implicitly equates obtaining information through board interlocks to acting on the information. We investigate triggers that help to translate the information into action. In addition to exposure to the information by board interlocks, we suggest that the self-interest of the individuals who create these ties and hierarchical power of interlinked firms determines the likelihood of taking actions of adopting new practices. Research Findings/Insights: Using the action of adopting two distinctive governance practices, stock option pays or board reform, we find that sent ties and received ties affect the adoption decisions differently. Whereas sent ties reflect …

Making Sustainability Disclosure Sustainable, Jill E. Fisch

All Faculty Scholarship

Sustainability is receiving increasing attention from issuers, investors and regulators. The desire to understand issuer sustainability practices and their relationship to economic performance has resulted in a proliferation of sustainability disclosure regimes and standards. The range of approaches to disclosure, however, limit the comparability and reliability of the information disclosed. The Securities & Exchange Commission (SEC) has solicited comment on whether to require expanded sustainability disclosures in issuer’s periodic financial reporting, and investors have communicated broad-based support for such expanded disclosures, but, to date, the SEC has not required general sustainability disclosure.

This Article argues that claims about the relationship …

Does Institutional Ownership Affect Information Sharing With Independent Board Members?, Deborah D. Smith, Heidi H. Meier, Pervaiz Alam

Business Faculty Publications

Research Question This is an investigation of board independence to determine whether management shares information with the board, or withholds information to retain autonomy. A key contribution is to examine the interaction of institutional ownership with the main test variables to determine whether institutional governance influences the information environment as board independence is increased. Research Findings The results show that information asymmetry decreases internally and increases externally as board independence increases, yet institutional ownership appears to moderate or reverse this relationship. The following variables are used to explain why managers of firms are likely to have more information than outsiders: …

From Apathy To Activism: The Emergence, Impact, And Future Of Shareholder Activism As The New Corporate Governance Norm, Lisa M. Fairfax

All Faculty Scholarship

The conventional and long-held view that public company shareholders are, and should be, rationally apathetic is waning. Today, public company shareholders are active. Such shareholders have actively sought to increase their voting power and influence over director elections and other important corporate matters. These shareholders not only have been voting, but they also have been voting against management preferences. Moreover, public company shareholders increasingly have begun to request, and in some instances demand, that corporate officers and directors engage with them around a range of issues. The shift away from shareholder apathy reflects a radical departure from the traditional corporate …

Corporate Governance: Avoid The Groupthink Pitfall, Themin Suwardy

Research Collection School Of Accountancy

Consensus due to similar personal backgrounds, lack of diversity in views and failure to see things from others’ perspective can lead to bad decisions.

A One-Size-Fits-All Approach To Corporate Governance Codes And Compliance By Smaller Listed Firms: An Examination Of Companies Listed In Hong Kong And Singapore, Christopher C. H. Chen

Research Collection Yong Pung How School Of Law

This article examines the impact of a one-size-fits-all corporate governance code on smaller listed firms, which should have fewer resources to hire more qualified independent directors for their boards and board committees. After examining data from a sample of companies listed in Hong Kong and Singapore, we find some limited support for these resources-based arguments. While smaller firms do not necessarily have a lower proportion of board members who are independent directors, some evidence suggests that smaller firms do pay less to independent directors and that these directors have to serve on multiple board committees. Although many larger firms also …

Public Governance, Corporate Governance, And Firm Innovation: An Examination Of State-Owned Enterprises, Nan Jia, Kenneth G. Huang, Cyndi Man Zhang

Research Collection Lee Kong Chian School Of Business

We examine how corporate and public governance shape an important type moral hazard in innovation which is that agents pursuing the quantity of innovation at the expense of the novelty. We theorize that both better corporate governance tools that regulate agents (including better alignment of agents’ private incentives and stronger monitoring), and higher-quality public governance that regulates the principals of state-owned enterprises (SOEs) reduce this moral hazard. Furthermore, we argue that higher-quality political governance enhances the functioning of better corporate governance tools in further reducing this moral hazard in innovation, thus creating interdependence. We test our theory in the context …

Do Local Protestant Values Affect Corporate Cash Holdings?, Huajing Hu, Yili Lian, Wencang Zhou

Department of Management Faculty Scholarship and Creative Works

This study examines how local Protestant belief, as one type of social norms, affects corporate cash policies. We find that firms located in areas with more Protestants hold less cash reserves. The influence of local Protestant belief on cash holdings is more profound for firms with weak corporate governance and firms with one geographic segment. In addition, we find that the difference in cash deployment is reflected in the difference in firms’ investment and payout policies. Overall, our study shows that local Protestant belief is an important factor in determining corporate cash policies and helps to mitigate the potential free …

Insider Ownership And Financial Analysts’ Information Environment: Evidence From Dual-Class Firms, Arno Forst, Barry Hettler, Ran Ron Barniv

School of Accountancy Faculty Publications and Presentations

We examine the association of insider ownership with financial analysts’ forecast accuracy and dispersion in a sample of U.S. dual-class firms. Insider ownership exerts two effects: a positive incentive effect and a negative entrenchment effect. The lack of significant findings in prior research regarding the association between insider ownership and forecast accuracy may be attributable to the offsetting forces of these two effects. Using a comprehensive hand-collected sample of U.S. firms that maintain more than one class of common stock, we are able to disentangle incentive and entrenchment effects which are confounded in single-class firms. We find that disproportionate insider …

Securities Disclosure As Soundbite: The Case Of Ceo Pay Ratios, Steven A. Bank, George S. Georgiev

Faculty Articles

This Article analyzes the history, design, and effectiveness of the highly controversial CEO pay ratio disclosure rule, which went into effect in 2018. Based on a regulatory mandate contained in the Dodd-Frank Act of 2010, the rule requires public companies to disclose the ratio between CEO pay and median worker pay as part of their annual filings with the Securities and Exchange Commission (SEC). The seven-year rulemaking process was politically contentious and generated a level of public engagement that was virtually unprecedented in the long history of the SEC disclosure regime. The SEC sought to minimize compliance costs by providing …

Stakeholder Theory, Robert A. Phillips, Jay B. Barney, R. Edward Freeman, Jeffrey S. Harrison

Management Faculty Publications

Though there is clearly a “family resemblance” to the work that is typically done under its bailiwick, stakeholder theory continues to resist precise circumscription. Like the organizations it attempts to understand, the boundaries of the theory remain contentious. While various attempts have been made to clearly define the parameters of stakeholder theory (i.e., Clarkson Center for Business Ethics, 1999; Donaldson & Preston, 1995; Freeman, et al., 2010; Jones & Wicks, 1999; Phillips, 2003; Phillips, Freeman & Wicks, 2003), none of these efforts has gained universal acceptance. The following, which combines ideas from a variety of well-known sources (Freeman, 1984; Freeman, …

Sustainable Wealth Creation: Applying Instrumental Stakeholder Theory To The Improvement Of Social Welfare, Thomas M. Jones, Jeffrey S. Harrison

Management Faculty Publications

This chapter briefly reviews core ideas and research results in the existing instrumental stakeholder theory (IST) literature and then applies the IST concept to the simultaneous pursuit of two objectives—advancing social welfare, the presumed goal of morally legitimate social systems in general, and preserving the key elements of shareholder wealth enhancement—the traditional goal of the corporation. In so doing, we expand the range of ethical approaches to IST beyond deontological principles (e.g., treat stakeholders fairly; be trustworthy in dealing with stakeholders) present in extant versions of IST, to a consequentialist focus (i.e., a utilitarian concern for “the greatest good for …

Business Education Of Ceo-Cfo And Annual Report Readability, Ling Tuo, Yu (Tony) Zhang, Zhenfeng Liu, Ruixue Du

Accounting Faculty Publications

Financial report readability captures the transparency and effectiveness of information communicated by firms’ executives. It’s interesting to investigate whether business knowledge, cognitive preferences, and professional ethics taught by a business education will shape the CEO/ CFO’s thinking in determining words, languages, paragraphs, and contents presented in financial reports when the self-interested CEO/CFO tends to influence the interpretation of financial information users. Using a sample of S&P 1500 CEOs and CFOs, we find that the CEO (CFO) with a business degree is associated with better (worse) readability of annual reports and the positive (negative) relation is strengthened (moderated) by internal corporate …

The Outsized Influence Of The Fcpa?, Veronica Root Martinez

Faculty Scholarship

The current power and influence of the Foreign Corrupt Practices Act (“FCPA”) is really quite remarkable when one considers the statute was largely ignored for its first twenty-five years of existence. This statute, meant to reign in corruption by United States companies doing business abroad; has generated billions of dollars in revenue for the United States government; prompted the development of law firm practice groups and law school courses; become the subject of numerous scholarly articles; and has, arguably, made anti-bribery efforts the highest of priorities for multinational corporations engaged in robust compliance efforts. Corporations, scholars, and the public would …

Private Equity's Governance Advantage: A Requiem, Elisabeth De Fontenay

Faculty Scholarship

Private equity’s original purpose was to optimize companies’ governance and operations. Reuniting ownership and control in corporate America, the leveraged buyout (or the mere threat thereof) undoubtedly helped reform management practices in a broad swath of U.S. companies. Due to mounting competitive pressures, however, private equity is finding relatively fewer underperforming companies to fix. This is particularly true of U.S. public companies, which are continuously dogged by activist hedge funds and other empowered shareholders looking for any sign of slack.

In response, private equity is shifting its center of gravity away from governance reform, towards a dizzying array of new …

The Compliance Process, Veronica Root

Faculty Scholarship

Even as regulators and prosecutors proclaim the importance of effective compliance programs, failures persist. Organizations fail to ensure that they and their agents comply with legal and regulatory requirements, industry practices, and their own internal policies and norms. From the companies that provide our news, to the financial institutions that serve as our bankers, to the corporations that make our cars, compliance programs fail to prevent misconduct each and every day. The causes of these compliance failures are multifaceted and include general enforcement deficiencies, difficulties associated with overseeing compliance programs within complex organizations, and failures to establish a culture of …

The Enduring Distinction Between Business Entities And Security Interests, Ofer Eldar, Andrew Verstein

Faculty Scholarship

What are business entities for? What are security interests for? The prevailing answer in legal scholarship is that both bodies of law exist to partition assets for the benefit of designated creditors. But if both bodies of law partition assets, then what distinguishes them? In fact, these bodies of law appear to be converging as increasing flexibility irons out any differences. Indeed, many legal products, such as securitization vehicles, insurance products known as captive insurance, and mutual funds, employ entities to create distinct asset pools. Moreover, recent legal innovations, such as “protected cells,” which were created to facilitate such products, …

The Problem Of Sunsets, Jill E. Fisch, Steven Davidoff Solomon

All Faculty Scholarship

An increasing percentage of corporations are going public with dual class stock in which the shares owned by the founders or other corporate insiders have greater voting rights than the shares sold to public investors. Some commentators have criticized the dual class structure as unfair to public investors by reducing the accountability of insiders; others have defended the value of dual class in encouraging innovation by providing founders with insulation from market pressure that enables them to pursue their idiosyncratic vision.

The debate over whether dual class structures increase or decrease corporate value is, to date, unresolved. Empirical studies have …

Not Clawing The Hand That Feeds You: The Case Of Co-Opted Boards And Clawbacks, Sterling Huang, Chee Yeow Lim, Jeffrey Ng

Research Collection School Of Accountancy

We examine how board co-option, defined as the fraction of the board comprising directors appointed after the CEO assumed office, is related to clawback adoption. We find that co-opted boards have a lower probability of adopting clawback provisions. Further, the negative association between board co-option and clawback adoption is more pronounced when at least one co-opted member is on the compensation committee and when there is a higher likelihood that a clawback provision will be triggered. Finally, we find that board co-option is an important mechanism through which longer-tenured CEOs reduce the likelihood of clawback adoption.

In Search Of The Perfect Leader: Selecting The Next Ceo, Patrick M. Wright

Reports

Knowing how to choose new people for a company is a challenge that is never finished. Strategies for finding and choosing talent are as diverse as the pool of people available; and approaches to the task range from the primeval ‘gut instinct’, to a battery of personality, reasoning (verbal and numerical), and structured evaluations. When that ‘job’ is the role of CEO in, say, a major Fortune 500 company, the stakes are immense. A square peg in a round hole can quickly break a company; an inspired leader, on the other hand, can breathe new life into a drifting business …

Do Conflicts Of Interest Require Outside Boards? Yes. Bsps? Maybe., Usha Rodrigues

Scholarly Works

From the Symposium: Outsourcing the Board: How Board Service Providers Can Improve Corporate Governance

Boards of directors are curious creatures. The law generally requires corporations to have them—indeed, they are the focus of the corporate law we teach in Business Associations in U.S. law schools. The corporation is managed by directors or under their direction; directors hire and fire officers; directors are necessary for fundamental transactions.

But the reason why corporations have directors is not entirely clear. In the prototypical privately held corporation, the family firm, the same individuals serve both as directors and officers. The CEO (better known as …

The Geography Of Csr, David K. Ding, Christo Ferreira, Udomsak Wongchoti

Research Collection Lee Kong Chian School Of Business

We regress socio-economic indicators against firm level CSR scores using a sample of over 26,000 firm year observations from 1991 through 2009. We find that a firm's CSR profile is linked to the socio-economic conditions of the firm's geographic headquarters (HQ) location. The study documents that the legal, cultural, economic, and demographic differences across geography significantly explain the variation in CSR means between metropolitan statistical areas, states, and regions. We also find that the relation between CSR and firm performance is conditional on socio-economic factors, which highlight the endogeneity concerns inherent in CSR studies. Lastly, we show that firms that …

The New Titans Of Wall Street: A Theoretical Framework For Passive Investors, Jill E. Fisch, Asaf Hamdani, Steven Davidoff Solomon

All Faculty Scholarship

Passive investors — ETFs and index funds — are the most important development in modern day capital markets, dictating trillions of dollars in capital flows and increasingly owning much of corporate America. Neither the business model of passive funds, nor the way that they engage with their portfolio companies, however, is well understood, and misperceptions of both have led some commentators to call for passive investors to be subject to increased regulation and even disenfranchisement. Specifically, this literature takes a narrow view both of the market in which passive investors compete to manage customer funds and of passive investors’ participation …

Startup Governance, Elizabeth Pollman

All Faculty Scholarship

Although previously considered rare, over three hundred startups have reached valuations over a billion dollars. Thousands of smaller startups aim to follow in their paths. Despite the enormous social and economic impact of venture-backed startups, their internal governance receives scant scholarly attention. Longstanding theories of corporate ownership and governance do not capture the special features of startups. They can grow large with ownership shared by diverse participants, and they face issues that do not fit the dominant principal-agent paradigm of public corporations or the classic narrative of controlling shareholders in closely held corporations.

This Article offers an original, comprehensive framework …