Business Commons^™

The Impact Of Independent Directors On The Cash Conversion Cycle Of American Manufacturing Firms, John Obradovich, Amarjit Gill, Nahum Biger

Faculty Publications and Presentations

This study examined the impact of independent directors on the cash conversion cycle of American manufacturing firms. A sample of 189 American manufacturing firms listed on the New York Stock Exchange (NYSE) for a period of five years (from 2009–2013) was used. The findings indicate that the presence of independent directors on the board of directors shortens the inventory period and cash conversion cycle of manufacturing firms. The study contributes to the literature on the factors that shorten the cash conversion cycle of the firm. The results may be used by financial managers and operations managers.

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 …

Board Interlocks And The Diffusion Of Disclosure Policy, Ye Cai, Dan S. Dhaliwal, Yongtae Kim, Carrie Pan

Accounting

We examine whether board connections through shared directors influence firm disclosure policies. To overcome endogeneity challenges, we focus on an event that represents a significant change in firm disclosure policy: the cessation of quarterly earnings guidance. Our research design allows us to exploit the timing of director interlocks and therefore differentiate the director interlock effect on disclosure policy contagion from alternative explanations, such as endogenous director-firm matching or strategic board stacking. We find that firms are more likely to stop providing quarterly earnings guidance if they share directors with previous guidance stoppers. We also find that director-specific experience from prior …

The Roles Boards Play In Ceo Succession Planning, Yi Li Rivolta

Doctoral Dissertations

A lack of CEO succession planning increases business risk as disruption is more likely during a CEO transition. One difficulty of examining the importance of CEO succession planning is that the planning process is difficult to observe and evaluate. The main purposes of this dissertation are two-fold. First is to investigate whether CEO succession planning matters by comparing disruption costs in firms with planned departure and those with unexpected CEO departures due to death and illness. The second purpose is to investigate whether inside or outside directors improve organizational resiliency using the context of sudden CEO departures when CEO succession …

Applying Sarbanes-Oxley Principles To Colleges And Universities, Sean Goins, Don Giacomino, Michael D. Akers

Michael D. Akers

In the wake of the financial scandals that have occurred in the corporate sector, the public is demanding more accountability not only from corporations but also from nonprofit organizations such as universities. Institutions can enhance corporate governance by implementing some of the principles and procedures the Sarbanes-Oxley Act of 2002 (SOX) have mandated for public companies. Because public accounting firms audit universities, the firms can provide a valuable service to such clients by recommending ways in which universities can implement SOX practices that are appropriate and applicable. Although SOX does not currently apply to colleges and universities, it has created …

Whistleblowing And Good Governance, Tim V. Eaton, Michael D. Akers

Michael D. Akers

The Sarbanes-Oxley Act of 2002 (SOX) has forever changed corporate governance for publicly held corporations. Recent data suggest that the costs of compliance with the provisions of SOX can be very significant. Problems exist in the government and nonprofit sectors just as they do in the corporate sector. Recent alleged problems at the World Bank include kickbacks, payoffs, bribery, embezzlement, and collusive bidding. In 2002, the United Way scandal came to the public's attention. Its aftermath has had a dramatic impact on fundraising. Even universities are not immune from scandals. Organizations of all kinds should better understand what whistleblowing is, …

Corporate Governance, Risk Assessment And Cost Of Debt, Husam Aldamen, Keith Duncan, Ray Mcnamara

Ray McNamara

This paper examines the impact of corporate governance practices on the reported cost of contracted debt for Australian listed companies. Good governance decreases the variability in cash flows, reduces the probability of default (reduces default risk), increases the quality of value-relevant information disclosed (reduces the information risk) and thereby lowers the cost of debt (Ashbaugh-Skaife, Collins, and LaFond 2006; Sengupta 1998; Bhojraj and Sengupta 2003; Beekes and Brown 2006; Klein 2002; Easley and O'Hara 2004). Similarly our Australian data confirms that cost of debt is positively related to default and information risks. We show that increased corporate governance reduces default …

Governance-Default Risk Relationship And The Demand For Intermediated And Non-Intermediated Debt, Husam Aldamen, Keith Duncan, Safdar Khan

Safdar Khan

This paper explores the impact of corporate governance on the demand for intermediated debt (asset finance, bank debt, non-bank private debt) and non-intermediated debt (public debt) in the Australian debt market. Relative to other countries the Australian debt market is characterised by higher proportions of intermediatedor private debt with a lower inherent level of information asymmetry in that private lenders have greater access to financial information (Gray, Koh & Tong 2009). Our firm level, cross-sectional evidence suggests that higher corporate governance impacts demand for debt via the mitigation of default risk. However, this relationship is not uniform across all debt …

Audit Committee Characteristics And Firm Performance During The Global Financial Crisis, Husam Aldamen, Keith Duncan, Simone Kelly, Ray Mcnamara, Stephan Nagel

Simone Kelly

We address the question ‘do governance enhancing audit committee (AC) characteristics mitigate the firm performance impact of significant-adverse-economic events such as the Global Financial Crisis (GFC)?’ Our analysis reveals that smaller audit committees with more experience and financial expertise are more likely to be associated with positive firm performance in the market. We also find that longer serving chairs of audit committees negatively impacts accounting performance. However, accounting performance is positively impacted where ACs include blockholder representation, the chair of the board, whose members have more external directorships and whose chair has more years of managerial experience. We contribute to …

Corporate Governance, Risk Assessment And Cost Of Debt, Husam Aldamen, Keith Duncan, Ray Mcnamara

Keith Duncan

This paper examines the impact of corporate governance practices on the reported cost of contracted debt for Australian listed companies. Good governance decreases the variability in cash flows, reduces the probability of default (reduces default risk), increases the quality of value-relevant information disclosed (reduces the information risk) and thereby lowers the cost of debt (Ashbaugh-Skaife, Collins, and LaFond 2006; Sengupta 1998; Bhojraj and Sengupta 2003; Beekes and Brown 2006; Klein 2002; Easley and O'Hara 2004). Similarly our Australian data confirms that cost of debt is positively related to default and information risks. We show that increased corporate governance reduces default …

Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Jill E. Fisch, Sean J. Griffith, Steven M. Davidoff

Steven Davidoff Solomon

Shareholder litigation challenging corporate mergers is ubiquitous, with the likelihood of a shareholder suit exceeding 90%. The value of this litigation, however, is questionable. The vast majority of merger cases settle for nothing more than supplemental disclosures in the merger proxy statement. The attorneys that bring these lawsuits are compensated for their efforts with a court-awarded fee. This leads critics to charge that merger litigation benefits only the lawyers who bring the claims, not the shareholders they represent. In response, defenders of merger litigation argue that the lawsuits serve a useful oversight function and that the improved disclosures that result …

Determinants Of Voluntary Board Remuneration Committee Formation And Composition, Pamela Kent, Kim Kercher, James Routledge

James Routledge

This study provides evidence on factors that determine the voluntary adoption of corporate governance recommendations regarding remuneration committees in 2008. The findings indicate that remuneration committee existence is significantly associated with insider share ownership, institutional shareholding and change in CEO. Composition of the committee is significantly explained by independent directors and complexity measured by geographical segments (marginally). Other variables controlled for are growth opportunities, free cash flow, asset turnover, size, governance quality, debt levels, age and the presence of a big four auditor.

Insolvency Administration As A Strategic Response To Financial Distress, James Routledge, David Morrison

James Routledge

This study considers whether the strategic decision to enter voluntary administration (VA) rather than to trade the company’s business for a protracted period of declining performance is systematically related to the effective monitoring of management decision-making. Analysis that tests the association between strategic entry into VA and the likelihood that a company will reorganize in VA is also presented. We find about half of the companies in our sample entered VA as a strategic choice. The likelihood of strategic entry to VA increased with the proportion of independent board directors, the existence of an audit committee and a dual CEO/chair …

Corporate Governance And Cash Holdings In Listed Non-Financial Firms In Pakistan, Alina Masood, Attaullah Shah

Business Review

In this study, the relationship between corporate cash holdings and corporate governance variables is tested in Pakistan. The sample consists of 309 non-financial firms listed on the Karachi Stock Exchange (KSE) over the time span of 2002 to 2010. The study uses several proxies for corporate governance mechanisms such as percentage ownership held by directors, institutional investors, and five largest shareholders, the existence of audit committees and a measure of concentration of ownership. To avoid omitted variable bias, the study also controls for all well-known determinants of corporate cash holdings (market to-book ratio, growth, size, leverage, R&D investments, cash flow …

Financial Reporting In 1920: The Case Of Industrial Companies, Jeffrey Archambault, Marie Archambault

Jeffrey Archambault

This study uses the 1920 Moody’s Analysis of Industrial Investments to assess the extent of financial reporting by U.S. indus­trial companies. The reporting of an income statement and a balance sheet, as well as the amount of disclosure in both of these statements, is examined empirically to determine which economic factors influ­ence this reporting. The results show that corporate-governance, op­erating, and financing factors all significantly influence the reporting of financial statements and the extent of disclosure within those state­ments. However, the significant factors vary across the two financial statements and the two decisions considered (reporting a particular statement and the …

Financial Reporting In 1920: The Case Of Industrial Companies, Jeffrey Archambault, Marie E. Archambault

Marie E. Archambault

This study uses the 1920 Moody’s Analysis of Industrial Investments to assess the extent of financial reporting by U.S. indus­trial companies. The reporting of an income statement and a balance sheet, as well as the amount of disclosure in both of these statements, is examined empirically to determine which economic factors influ­ence this reporting. The results show that corporate-governance, op­erating, and financing factors all significantly influence the reporting of financial statements and the extent of disclosure within those state­ments. However, the significant factors vary across the two financial statements and the two decisions considered (reporting a particular statement and the …

Corporate Sociability: Analysing Motivations For Collaborative Regulation, Mark Findlay

Research Collection Yong Pung How School Of Law

The article explores the features and charts the principle theorizing of regulatory sociability from collaboration rather than intervention, whatever the interest-based motivation behind transforming crisis, toward orderliness. A key theme is the role played by corporations in facilitating and benefiting from sociability. A particular explanatory focus on the way in which corporate culture can change from predatory jurisdiction shopping to embracing mutuality of interests in the context of environmental sustainability is employed. The article concludes with a discussion of how, as compulsory discipline increases, it may produce compliance but at costs for regulatory sociability. The alternative regulatory paradigm is one …

A Global Investigation Of Stakeholder And Contextual Influences On Firm Engagement In Sustainability, Annette M. Nemetz

Dissertations and Theses

Global sustainability issues cross all sectors of society, including businesses, governments, and communities and come with substantial costs. Business organizations are increasingly expected to address sustainability issues in a responsible manner and to disclose socially responsible behaviors accurately and transparently, showing that they are effective at managing and being proactive about sustainability challenges. In light of these pressures and expectations for business organizations, the fundamental research question for this study was whether variation existed in the levels of engagement in sustainability efforts across firms globally, and, more importantly, why such variation existed.

The level of strategic firm engagement in sustainability …

Cost Reduction Strategies & Corporate Governance: The Need For A Paradigm Shift In Public Sector Financial Management In Nigeria, Sunny Ekakitie-Emonena

Bullion

This study is on exposition of the imperatives of cost reduction strategies and corporate governance practices as it relates to financial malfeasance. The mechanics for a paradigm shift discussed include: cost reduction techniques, adoption of cost efficiency techniques and maintenance and reportage of accurate financial records, etc.; along with adoption of sound corporate governance policies of accountability, adherence to regulatory framework, and respect for stakeholders' interest. The study concludes by suggesting further initiatives to 'clean-up and reposition' the sector for growth & economic development. These include: effective justice system, stepping up the policy of cashless economy, entrenching protection programs for …

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 Theory And Review Of Board Decisions, Christopher M. Bruner

Scholarly Works

No abstract provided.

The Connection Between Stakeholder Theory And Stakeholder Democracy: An Excavation And Defense, Jeffrey Moriarty

Philosophy Faculty Publications

In early writings, stakeholder theorists supported giving all stakeholders formal, binding control over the corporation, in particular, over its board of directors. In recent writings, however, they claim that stakeholder theory does not require changing the current structure of corporate governance and further claim to be “agnostic” about the value of doing so. This article’s purpose is to highlight this shift and to argue that it is a mistake. It argues that, for instrumental reasons, stakeholder theorists should support giving all stakeholders control over the corporation, in the form of control over its board. That is, stakeholder theorists should support …

The Monitor-Client Relationship, Veronica Root

Faculty Scholarship

After the government discovers wrongdoing by a corporation, the corporation and the government often enter into an agreement stating that the corporation will retain a “monitor.” A corporate compliance monitor, unlike the gatekeeper, is not charged with “monitoring” the corporation in an attempt to detect and prevent wrongdoing. A monitor, unlike the probation officer, is not solely charged with ensuring that the corporation complies with a previously determined set of requirements. Instead, a corporate compliance monitor is responsible for (i) investigating the extent of the wrongdoing already detected and reported to the government, (ii) discovering the cause of the corporation’s …

Corporate Governance And Social Welfare In The Common Law World, David A. Skeel Jr.

All Faculty Scholarship

The newest addition to the spate of recent theories of comparative corporate governance is Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power, an important new book by Christopher Bruner. Focusing on the U.S., the U.K., Canada and Australia, Bruner argues that the robustness of the country’s social welfare system is the key determinant of the extent to which its corporate governance is shareholder-centered. This explains why corporate governance is so shareholder-oriented in the United Kingdom, which has universal healthcare and generous unemployment benefits, while shareholders’ powers are more attenuated in the United States, with its …

Toward A Theory Of Shareholder Leverage, Lisa Fairfax

All Faculty Scholarship

On Friday, April 11, and Saturday, April 12, 2014, the UCLA School of Law Lowell Milken Institute for Business Law and Policy sponsored a conference on competing theories of corporate governance.

Corporate law and economics scholarship initially relied mainly on agency cost and nexus of contracts models. In recent years, however, various scholars have built on those foundations to construct three competing models of corporate governance: director primacy, shareholder primacy, and team production.

The shareholder primacy model treats the board of directors as agents of the shareholders charged with maximizing shareholder wealth. Scholars such as Lucian Bebchuk working with this …

Corporate Governance And Stock Price Crash Risk: Evidence From Uk Panel Data, Valentina Tarkovska

Other resources

No abstract provided.

Ceo Pay Slice And Firm Value: Evidence From Uk Panel Data, Valentina Tarkovska

Other resources

No abstract provided.

Lawyers And Fools: Lawyer-Directors In Public Corporations, Lubomir P. Litov, Simone M. Sepe, Charles K. Whitehead

Cornell Law Faculty Publications

The accepted wisdom—that a lawyer who becomes a corporate director has a fool for a client—is outdated. The benefits of lawyer-directors in today’s world significantly outweigh the costs. Beyond monitoring, they help manage litigation and regulation, as well as structure compensation to align CEO and shareholder interests. The results have been an average 9.5% increase in firm value and an almost doubling in the percentage of public companies with lawyer-directors.

This Article is the first to analyze the rise of lawyer-directors. It makes a variety of other empirical contributions, each of which is statistically significant and large in magnitude. First, …

Separation Anxiety: A Cautious Endorsement Of The Independent Board Chair, Lisa Fairfax

All Faculty Scholarship

This Article critically examines the competing arguments related to splitting the roles of CEO and board chair. Although the campaign for independent board chairs has received increased attention from shareholders and regulators, there has been very little academic analysis of such campaign. This Article seeks to fill this void not only by examining the campaign, but also by assessing its implications in light of the available empirical evidence and normative claims. Based on this assessment, this Article offers two conclusions. First, while there appear to be costs associated with splitting the roles of CEO and board chair, those costs likely …

Private Equity Firms As Gatekeepers, Elisabeth De Fontenay

Faculty Scholarship

Notwithstanding the considerable attention private equity receives, there continues to be substantial confusion about what private equity does and whether this creates value. Calls for more aggressive regulation of the industry reflect a skeptical view of private equity as—at best—a zero-sum game, in which profits are generated only at the expense of other constituencies. The standard defense of private equity points to its corporate governance advantages as a source of value. This Article identifies an overlooked and increasingly important way in which private equity creates value: private equity firms act as gatekeepers in the debt markets. As repeat players, private …