Business Commons^™

Local Institutional Investors And Corporate Monitoring: Evidence From Cross-Listed Korean Stocks In The Us Market, Changhwan Choi, Chune Young Chung, Jun Myung Song

Sim Kee Boon Institute for Financial Economics

Using Korean firms that are cross-listed in the US market, this paper investigates whether there are standalone effects of geographic and market proximity of institutional investors on monitoring performance. We find that Korean institutional ownership is negatively associated with earnings management while the US institutional ownership has no impact on earnings management. This suggests that there is the geographic proximity advantage over the market proximity advantage in the emerging markets. Furthermore, we also show that the impact of geographic proximity is stronger for firms with high informational opacity

When Corporate Culture Matters: The Case Of Stakeholder Violations, Rashid Zaman

Research outputs 2022 to 2026

This study examines whether and how a strong corporate culture influences stakeholder violations. Using a longitudinal sample of monetary penalties imposed on US-listed firms for stakeholder violations, I find evidence that a strong corporate culture is significantly and negatively associated with such violations. This outcome remains robust to a series of robustness and endogeneity tests, including the application of the generalized method of moments (GMM), entropy balancing, and propensity score matching (PSM) estimation. The channel analysis evidence implies that information asymmetry is a possible mechanism through which a strong corporate culture is associated with stakeholder violations. A cross-sectional analysis demonstrates …

Corporate Racial Responsibility, Gina-Gail S. Fletcher, H. Timothy Lovelace Jr.

Faculty Scholarship

The 2020 mass protests in response to the deaths of George Floyd and Breonna Taylor had a significant impact on American corporations. Several large public companies pledged an estimated $50 billion to advancing racial equity and committed to various initiatives to internally improve diversity, equity, and inclusion. While many applauded corporations’ willingness to engage with racial issues, some considered it further evidence of corporate capitulation to extreme progressivism at shareholders’ expense. Others, while thinking corporate engagement was long overdue, critiqued corporate commitment as insincere.

Drawing on historical evidence surrounding the passage of Title II of the Civil Rights Act of …

Pricing Corporate Governance, Albert Choi

Articles

Scholars and practitioners have long theorized that by penalizing firms with unattractive governance features, the stock market incentivizes firms to adopt the optimal governance structure at their initial public offerings (IPOs). This theory, however, does not seem to match with practice. Not only do many IPO firms offer putatively suboptimal governance arrangements, such as staggered boards and dual-class structures, but these arrangements have been gaining popularity among IPO firms. This Article argues that the IPO market is unlikely to provide the necessary discipline to incentivize companies to adopt the optimal governance package. In particular, when the optimal governance package differs …

Initiation Payments, Scott Hirst

Faculty Scholarship

Many of the central discussions in corporate governance, including those regarding proxy contests, shareholder proposals, and other activism or stewardship, can be understood as a single question: Is there under-initiation of corporate changes that investors would collectively prefer?

This Article sheds light on this question in three ways. First, the Article proposes a theory of investor initiation, which explains the hypothesis that there is under-initiation of collectively-preferred corporate change by investors. Even though investors collectively prefer that certain corporate changes take place, the costs to any individual investor from initiating such changes through high-cost proxy contests, or even low-cost shareholder …

Good Governance, Bad Governance: A Refinement And Application Of Key Governance Concepts, Scott L. Mitchell, Mark D. Packard, Brent B. Clark

Marketing & Entrepreneurship Faculty Publications

Understanding what makes governance 'good' or 'bad' has been impeded by construct ambiguity. Contemporary governance research has struggled to define 'governance' and related constructs such as 'ownership', 'agency', and 'management' in a way that clearly separates and distinguishes them. Often, the line between governance and management is so blurred that it is impossible to say what is good or bad 'governance' versus 'management'. Here we provide a systematic classification of key governance concepts in terms of their distinct economic functions. 'Governance', for instance, is the economic function of behavioural constraint. This allows us to state what 'good' governance is and …

The Meme Stock Frenzy: Origins And Implications, Dhruv Aggarwal, Albert H. Choi, Yoon-Ho Alex Lee

Law & Economics Working Papers

In 2021, several publicly traded companies, such as GameStop and AMC, became “meme stocks,” experiencing a sharp rise in their stock prices through a dramatic influx of retail investors into their shareholder base. Analyses of the meme stock surge and its implications for corporate governance have focused on the idiosyncratic creation of online communities around particular stocks during the COVID-19 pandemic. In this Article, we argue that the emergence of meme stocks is part of longer-running digital transformations in trading, investing, and governance. On the trading front, the sudden abolition of commissions by major online brokerages in 2019 reduced entry …

Is "Public Company" Still A Viable Regulatory Category?, George S. Georgiev

Faculty Articles

This Article suggests that the ubiquitous “public company” regulatory category, as currently constructed, has outlived its effectiveness in fulfilling core goals of the modern administrative state. An ever-expanding array of federal economic regulation hinges on public company status, but “public company” differs from most other regulatory categories in that it requires an affirmative opt-in by the subject entity. In practice, firms today become subject to public company regulation only if they need access to the public capital markets, which is much less of a business imperative than it once was due to the proliferation of private financing options. Paradoxically, then, …

Board Demographic, Structural Diversity, And Eco-Innovation: International Evidence, Rashid Zaman, Kaveh Asiaei, Muhammad Nadeem, Ihtisham Malik, Muhammad Arif

Research outputs 2022 to 2026

Research question/issue: We examine whether and how board diversity, measured by demographics (i.e., board gender, cultural diversity, tenure, social capital, expertise, and age) and structural diversity (i.e., board independence, size, board seat accumulation-chair, board compensation, and board meeting frequency), influence corporate eco-innovation. Research findings/insights: Utilizing a global sample of publicly listed companies for the period 2004–2019, we find that a one-standard deviation increase in demographic and structural diversity translates into 4.66% and 7.11% higher corporate eco-innovation, respectively. Furthermore, we discover that demographic and structural diversity promotes eco-innovation by offsetting the negative effects of political risk. In an additional analysis, we …

Toward A Synthesis Of The Board-Strategy Relationship: A Literature Review And Future Research Agenda, Pieter-Jan Bezemer, Amedeo Pugliese, Gavin Nicholson, Alessandro Zattoni

Research outputs 2022 to 2026

Research Question/Issue

The strategy role of the board of directors is a contentious topic in both theory and practice and the debate on what boards should or should not do around firm strategy has intensified with changes in global corporate governance. Boards face interventionist regulatory developments, calls for changes in their composition, growing owner engagement, and societal questioning on the corporation's very purpose. With this review, we aim to assess how the research agenda in this area has evolved with these developments.

Research Findings/Results

Our analysis of 152 articles published in 45 high-quality journals between 2008 and 2020 reveals that …

Explicating The Influence Of Religion In Forming Corporate Governance: Insights From The Philippines, Leveric T. Ng, John Paolo Rivera

Graduate School of Business Publications

Religion plays a role in shaping personal values and directing an organization’s moral filter. It is an avenue to impose social morality that may impact corporate governance. We examined the influence of religion in the formation and development of good corporate governance through ethical leadership in the Philippines – a country that has strong religious culture. Invalidating scholarly literature on religion and enterprise; we looked into the conception and interpretation of religion and corporate governance through a key informant interview of 30 executive directors from private corporations in the country.We found that corporate governance may arise from religious convictions; where …

Reframing The Dei Case, Veronica Root Martinez

Faculty Scholarship

Corporate firms have long expressed their support for the idea that their organizations should become more demographically diverse while creating a culture that is inclusive of all members of the firm. These firms have traditionally, however, not been successful at improving demographic diversity and true inclusion within the upper echelons of their organizations. The status quo seemed unlikely to move, but expectations for corporate firms were upended after the #MeToo Movement of 2017 and 2018, which was followed by corporate support of the #BlackLivesMatter Movement in 2020. These two social movements, while distinct in many ways, forced firms to rethink …

Dynamic Disclosure: An Exposé On The Mythical Divide Between Voluntary And Mandatory Esg Disclosure, Lisa Fairfax

All Faculty Scholarship

In March 2022, for the first time in its history, the Securities and Exchange Commission (the “SEC”) proposed rules mandating disclosure related to climate change. The proposed rules are remarkable because heretofore many in the business community, including the SEC, vehemently resisted climate-related disclosure, based primarily on the argument that such disclosure is not material to investors. This resistance is exemplified by the current lack of any SEC disclosure mandates for climate change. The proposed rules have sparked considerable pushback including allegations that the rules violate the First Amendment, would be too costly, and focus on “social” or “political” issues …

Purpose Proposals, Jill E. Fisch

All Faculty Scholarship

Repurposing the corporation is the hot issue in corporate governance. Commentators, investors and increasingly issuers, maintain that corporations should shift their focus from maximizing profits for shareholders to generating value for a more expansive group of stakeholders. Corporations are also being called upon to address societal concerns – from climate change and voting rights to racial justice and wealth inequality.

The shareholder proposal rule, Rule 14a–8, offers one potential tool for repurposing the corporation. This Article describes the introduction of innovative proposals seeking to formalize corporate commitments to stakeholder governance. These “purpose proposals” reflect a new dynamic in the debate …

Board Committee Charters And Esg Accountability, Lisa Fairfax

All Faculty Scholarship

We are currently witnessing a sharp increase in corporate attention on environmental, sustainability, and governance (“ESG”). The steep rise in corporate focus on ESG has prompted considerable criticism, not only from those concerned about how best to ensure that corporations are held accountable for their ESG commitments, but also from those who strenuously insist that corporate commitment to ESG is merely rhetorical or otherwise merely a passing fad. In an effort to shed light on the concerns around ESG accountability, and gain perspective about the potential illusory or short-term nature of ESG, I conducted my own survey of the committee …

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

Accounting Scandals And Implications For Directors: Lessons From Enron, Pearl Hock-Neo Tan, Gillian Yeo

Research Collection School Of Accountancy

We analyze the Enron case to identify the risk factors that potentially led to its collapse and specific issues relating to its aggressive accounting and high-light the lessons for independent directors. In Enron, the interactions between external stimuli, strategies, corporate culture, and risk exposures possibly created an explosive situation that eventually led to its demise. Much of the post-Enron reforms have been directed towards regulating the roles and responsibilities of executive directors and auditors. However, the role of independent directors has received relatively lesser attention. Independent directors should analyze the risks of their companies and understand the pressures that arise …

Active Independent Directors And Earnings Quality, Yuanto Kusnadi, Bin Srinidhi

Research Collection School Of Accountancy

We examine the relationship between active independent directors and earnings quality for U.S. firms. We construct measures that proxy for activeness of independent directors and find that the proportion of active independent directors is under half on average. Our finding shows that earnings quality increases with the percentage of active independent directors on the board. Once the active independent directors are separated out, the other independent directors do not have any effect on earnings quality. This finding supports the hypothesis that the activeness of independent directors is incrementally significant over just the proportion of independent directors for the quality of …

Hop Lion: Successful Succession Planning, Singapore Management University

Perspectives@SMU

Chen Koon-Yaw wants to spare his son the troubles he endured through a messy handover when his father died. At 61, did he do it too early?

The Uncertain Stewardship Potential Of Index Funds, Jill E. Fisch

All Faculty Scholarship

Regulators and commentators around the world are increasingly demanding that institutional investors engage in stewardship with respect to their portfolio companies. Further, the demand for stewardship has broadened from an expectation that investors engage to reduce agency costs and promote economic value to a call for investors to demand that companies serve a broader range of societal interests and objectives. This chapter considers calls for stewardship in the context of the U.S. capital markets specifically as applied to index funds. It argues that, irrespective of the merits of institutional stewardship generally, the structure of index funds and the business environment …

How Do Firms Respond To Reduced Private Equity Buyout Activity?, Yi-Hsin Lo

Research Collection Lee Kong Chian School Of Business

This paper presents new evidence on the economic role of private equity buyouts by exploiting the staggered adoption of the constructive fraud provision by U.S. state courts. The law unintentionally shifts the credit default risk borne by existing unsecured creditors of the buyout target to the selling shareholders and lenders in the form of ex-post litigation risk, thereby discouraging buyout activity. Using a difference-in-differences framework, I find that firms raise less capital, reduce payouts and investments, and form alliances with employees. Firms also avoid positive NPV projects that carry too much risk. These findings are consistent with managers enjoying a …

Corporate Governance Meets Corporate Social Responsibility: Mapping The Interface, Rashid Zaman, Tanusree Jain, Georges Samara, Dima Jamali

Research outputs 2014 to 2021

Despite ample research on corporate governance (CG) and corporate social responsibility (CSR), there is a lack of consensus on the nature of the relationship between these two concepts and on how this relationship manifests across institutional contexts. Drawing on the national business systems approach, this article systematically reviews 218 research articles published over a 27-year period to map how CG–CSR research has evolved and progressed theoretically and methodologically across different institutional contexts. To shed light on the full gamut of the CG–CSR relationship, we categorize and explore the nature of this relationship along two strands: (a) CSR as a function …

Initial Public Offering And Optimal Corporate Governance, Albert H. Choi

Law & Economics Working Papers

This paper examines the long-standing debate over whether firms have a market-based incentive to adopt optimal governance provisions at their initial public offering (IPO). Various scholars and practitioners have argued that firms that offer stock to the public with suboptimal governance structure will be penalized by the market through a lower IPO price. At the same time, others have documented empirical evidence that many IPO firms have putatively suboptimal governance provisions, such as anti-takeover provisions and dual class structure, and many, especially those with dual-class structure, enjoy a market premium at their IPO. This paper attempts to bridge this gap. …

Impact Measurement And Standards, Angeline Chua, Hao Liang, Wanyi Yang

Research Collection Lee Kong Chian School Of Business

Despite rapid economic growth and increasing interest in impact investment worldwide, less attention has been paid to the question of whether this growth is sustainable for people and the planet. In an ideal scenario, growth would happen within planetary and social boundaries. However, current financial value is often prioritised and achieved at cost to society and the environment. For example, small farmers in Indonesia have long practised slash-and-burn agriculture, and in recent decades large companies have industrialised the practice. The peatland blazes in Indonesia release smoke and large amounts of greenhouse gases, which impact both Indonesia itself, and neighbouring countries …

Why Corporate Purpose Will Always Matter, Lyman P.Q. Johnson

Scholarly Articles

Business persons and lawyers (and law professors) perennially struggle over the question whether a business corporation does or should have a purpose other than advancing the interests of shareholders. After briefly setting the stage by describing the dispute over what the positive law of corporate purpose really is and the normative argument over what corporate purpose should be, this short article takes a different turn. It addresses why, in a dynamic, democratic, pluralist society, the foundational issue of corporate purpose remains so important and will not (and should not) go away. However adamantly divergent descriptive and prescriptive positions are held, …

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 …

Covid-19 And Csr Disclosure: Evidence From New Zealand, Stephen Bahadar, Rashid Zaman

Research outputs 2022 to 2026

Purpose – Stakeholders’ uncertainty about firms’ value drives their urge to get information, as well as managerial disclosure choices. In this study, the authors examine whether and how an important source of uncertainty – the recent COVID-19 pandemic’s effect on corporate social responsibility (CSR) disclosure – is beyond managerial and stakeholders’ control. Design/methodology/approach – The authors develop a novel construct for daily CSR disclosure by employing computer-aided text analysis (CATA) on the press releases issued by 125 New Zealand Stock Exchange (NZX) listed from 28 February 2020 to 31 December 2020. To capture COVID-19 intensity, the authors use the growth …

The Choice Of Peers For Relative Performance Evaluation In Executive Compensation, Zhichuan Li, John Bizjak, Swaminathan Kalpathy, Brian Young

Business Publications

Relative performance (RPE) awards have become an important component of executive compensation. We examine whether RPE awards, particularly the peer group, are structured in a manner consistent with economic theory. For RPE awards using a custom peer group, we find that the custom group is significantly more effective than four plausible alternative peer groups at filtering out common shocks, lowering the cost of compensation, and increasing managerial incentives. For RPE awards using a market index, we find some evidence that firms could have selected a custom set of peers with better filtering properties at a lower cost with similar incentives. …

Stakeholderism, Corporate Purpose, And Credible Commitment, Lisa Fairfax

All Faculty Scholarship

One of the most significant recent phenomena in corporate governance is the embrace, by some of the most influential actors in the corporate community, of the view that corporations should be focused on furthering the interests of all corporate stakeholders as well as the broader society. This stakeholder vision of corporate purpose is not new. Instead, it has emerged in cycles throughout corporate law history. However, for much of that history—including recent history—the consensus has been that stakeholderism has not achieved dominance or otherwise significantly influenced corporate behavior. That honor is reserved for the corporate purpose theory that focuses on …

Repurposing The Corporation Through Stakeholder Markets, Lynn M. Lopucki

UF Law Faculty Publications

Corporate social responsibility (CSR) is immensely popular. Rhetorically, nearly all public corporations have committed to it. But corporations don’t act responsibly. That is because no system exists by which their responsibility levels can be measured and rewarded or punished. Thousands of organizations worldwide are engaged in a cooperative effort to build such a system. After two decades of work, the system is almost entirely in place. It may become effective in the next two to three years. When it does, the system will continually measure and report publicly as many as a thousand audited data points on the CSR of …