Business Commons^™

Agency Theory And Corporate Governance In China: A Meta-Analysis, Canan C. Mutlu, Marc Van Essen, Mike W. Peng, Sabrina F. Saleh

Faculty and Research Publications

Do agency theory-based “good corporate governance” principles indeed apply to China? A straightforward answer to this question is lacking, because evidence is inconclusive across studies. We endeavor to fill this gap by conducting the first meta-analysis on the China literature with two focuses. First, we assess the impact of (i) board independence, (ii) board leadership structure, and (iii) managerial incentives on firm performance, as these elements have been central to both agency theory as well as to Chinese corporate governance reforms. Second, we extend current theorizing by showing support for the temporal hypothesis, which states that over time, with the …

Lobbying In Finance Industry: Evidence From Us Banking System, Omer Unsal, M.Kabir Hassan, William Hippler

Finance Faculty Publications

We examine the relationship between corporate lobbying, shareholder-based litigation outcomes, and firm value for financial firms. First, we show that political lobbying lowers the litigation likelihood for financial institutions. Secondly, lobbying firms experience a higher likelihood of having litigation dismissed, and the average settlement amount is significantly lower for lobbying institutions. In addition, shortly after a litigation announcement, lobbying firms experience significantly higher cumulative abnormal returns (CARs), compared to non-lobbying firms. Finally, we show that lobbying firms have higher long-run buy-and-hold abnormal stock returns (BHARs) following lobbying activities. Our results link financial institution lobbying activity with improved legal outcomes and …

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 …

Relationship Analysis Of Corporate Governance, Corporate Social Responsibility Disclosure And Economic Consequences: Empirical Study Of Indonesia Capital Market, Dody Hapsoro, Anna Fauzia Fadhilla

The South East Asian Journal of Management

The objective of this study is to investigate the relationship between corporate governance (CG), corporate social responsibility (CSR) disclosure, and economic consequences. Broadly speaking, the CG variables consist of ownership structure and management/control structure. The CSR disclosure variables consist of economic, environmental, social, human rights, societal, and product responsibility dimensions. The economic consequences variables consist of bid-ask spreads, trading volume, and share price volatility. The hypotheses are tested using a structural equation modeling analysis with 210 samples of listed firms on the Indonesian Stock Exchange in 2014. The result of this study is as follows: (1) the effect of the …

Is Say On Pay All About Pay? The Impact Of Firm Performance, Jill E. Fisch, Darius Palia, Steven Davidoff Solomon

Steven M. Davidoff Solomon

The Dodd-Frank Act of 2010 mandated a number of regulatory reforms including a requirement that large U.S. public companies provide their shareholders with the opportunity to cast a non-binding vote on executive compensation. The “say on pay” vote was designed to rein in excessive levels of executive compensation and to encourage boards to adopt compensation structures that tie executive pay more closely to performance. Although the literature is mixed, many studies question whether the statute has had the desired effect. Shareholders at most companies overwhelmingly approve the compensation packages, and pay levels continue to be high. Although a lack of …

How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain, Jill E. Fisch, Sean J. Griffith, Steven Davidoff Solomon

Steven Davidoff Solomon

This Article presents a case study of a corporate governance innovation—the incentive compensation arrangement for activist-nominated director candidates colloquially known as the “golden leash.” Golden leash compensation arrangements are a potentially valuable tool for activist shareholders in election contests. In response to their use, several issuers adopted bylaw provisions banning incentive compensation arrangements. Investors, in turn, viewed director adoption of golden leash bylaws as problematic and successfully pressured issuers to repeal them. The study demonstrates how corporate governance provisions are developed and deployed, the sequential response of issuers and investors, and the central role played by governance intermediaries—activist investors, institutional …

Credit Risk And Corporate Governance, Olivier Mugisho Mudekereza

Theses and Dissertations

Is the executive’s compensation structure influenced by the credit rating assigned to his company? I analyze a panel of U.S. public firms using the random-effects and fixed-effects estimations. Compared to firms with lower credit risk, I find that firms facing higher probability of default provide more incentives for their CEOs.

Does Machiavelli’S The Prince Have Relevant Lessons For Modern High-Tech Managers And Leaders?, Clovia Hamilton

Winthrop Faculty and Staff Publications

When we think of Machiavellian conduct in technology companies, we think of cut-throat, cunning, behaviour. Cut-throat competition in technological innovations can be the barrier to market entry (Lee, 2014). The lean philosophy is that managers and leaders are to strive for the efficient and effective use of resources in order to overcome this barrier and gain competitive advantage. In order for there to be cut throats, there have to be cut-throat technology innovation leaders and managers. What the lean philosophy lacks is guidance on how to achieve an efficient and effective use of resources in a cut-throat competitive environment. The …

Three Essays On Shareholder Activism, Khoa Huu Nguyen

Theses and Dissertations

This dissertation includes three separate studies related to shareholder activism campaigns. The first study, presented in Chapter II, examines the question whether shareholder activism creates value for the targets’ shareholder. I find positive and significant abnormal returns on a day of the targeting announcement, 1.55%, and one day after, 1.33%. For Buy-and-Hold return analysis, I find that stock prices of the targets start to decrease 24 months before activism campaign announcements. Further results indicate that the targets are also underperforming to the market and to their matchings at pre-announcement periods. For post-announcement periods, however, targets’ stock returns recover and outperform …

Social Capital Of Directors And Corporate Governance: A Social Network Analysis, Zihan Niu, Christopher C. H. Chen

Research Collection Yong Pung How School Of Law

This Article examines how a director’s social capital might affect his or her behavior, the board’s performance, and corporate governance, as well as the potential normative implications of the director’s social network. We argue that the quality of board performance could be improved where the social network closure within the board is high and there are many non-redundant contacts beyond the board. Network closure can improve trust and collaboration within a board, while external contacts may benefit a company with more diverse sources of information. Moreover, different network positioning leads to the inequality of social capital for directors. With more …

Do High Ceo Pay Ratios Destroy Firm Value?, Qiang Cheng, Tharindra Ranasinghe, Sha Zhao

Research Collection School Of Accountancy

There is growing public concern over the rapid growth in CEO pay relative to average worker pay (CEO pay ratio). Critics contend that high CEO pay ratios could destroy firm value by damaging employee morale and/or signal CEO rent extraction. In this paper, we use a proprietary dataset to examine the relationship between CEO pay ratio and firm value/performance. Contrary to critics’ arguments, we find that industry-adjusted CEO pay ratios are positively associated with both firm value and performance. We also find that high CEO pay ratios are associated with higher quality acquisitions and stronger CEO turnover-performance sensitivity. Our results …

Blockholder Characteristics And Earnings Quality, Aslihan G. Korkmaz, Qingzhong Ma, Haigang Zhou

Business Faculty Publications

This study focuses on the impact of blockholder characteristics on earnings quality. Most of the studies in
literature make the implicit assumption that blockholders are a homogeneous group. This study is one of
few studies that acknowledges the heterogeneity of blockholders and attempts to understand the
unexplained proportion of blockholder heterogeneity. Earnings quality is calculated using the modified
Dechow and Dichev (2002) model with fixed effects (FDD model) by Lee and Masulis (2009), and it is
regressed on various blockholder characteristics. The results show that earnings quality is lower for
firms with market-driven and multilateral blockholders.

Impact Of Oecd Beps Action 7 Proposals On Modification Of Articles 5(4), 5(5) And 5(6) Of Oecd Model Convention - An Evaluation Of Action 7 On The Future Of Intra-Group Transactions And Business Models Of Mnes In Their Cross-Border Investments, Ching Khee Tan, Henry Syrett

Research Collection School Of Economics

The notion of permanent establishment (PE) is one of the most important issues in treaty-based international fiscal law; it is perhaps the single most important and dynamic one, too.

With openness in economies, globalisation and rapid development of e-commerce business models, there is a complete change in the way business is carried out throughout the world by multinational companies (MNE). Traditional ways of doing business have given way to modern and rather flexible ways of operating globally. Naturally, taxing rules need to keep up the pace at which businesses are evolving. It is extremely crucial that taxes are paid at …

Corporate Donations And Shareholder Value, Hao Liang, Luc Renneboog

Research Collection Lee Kong Chian School Of Business

Do corporate donations enhance shareholder wealth or reflect agency problems? We address this question for a global sample of firms whereby we distinguish between charitable and political donations, as well as between donations in cash and in kind. We find that charitable donations are positively related to financial performance and firm value, which is consistent with the value-enhancement hypothesis. This positive effect on firm value is stronger for cash than in-kind donations. In contrast, political donations do not appear to enhance shareholder value, but rather tend to reflect agency problems, as they are higher for firms with poor internal corporate …

Who Bleeds When The Wolves Bite? A Flesh-And-Blood Perspective On Hedge Fund Activism And Our Strange Corporate Governance System, Leo E. Strine Jr.

All Faculty Scholarship

This paper examines the effects of hedge fund activism and so-called wolf pack activity on the ordinary human beings—the human investors—who fund our capital markets but who, as indirect of owners of corporate equity, have only limited direct power to ensure that the capital they contribute is deployed to serve their welfare and in turn the broader social good.

Most human investors in fact depend much more on their labor than on their equity for their wealth and therefore care deeply about whether our corporate governance system creates incentives for corporations to create and sustain jobs for them. And because …

Creating An Ethical Organizational Environment In Banking, Svenja Nitsche

Walden Dissertations and Doctoral Studies

An ethical organizational environment ensures a trustworthy organization. This case study explored strategies that banking managers in the United Arab Emirates used to create an ethical organizational environment, one that emphasized the inclusion of ethical values, moral principles, and commitment to society. The target population included senior managers who created and implemented strategies to ensure employees adopted the ethical values in pursuit of an ethical environment. Ethical climate theory provided the conceptual framework for this study. Interviews with 5 managers and company documentation contributed the data for this research. Data were analyzed following inductive investigation and case description. Connecting corporate …

The Role Of Social Enterprise And Hybrid Organizations, Ofer Eldar

Faculty Scholarship

Recent years have brought remarkable growth in hybrid organizations that combine profit-seeking and social missions. Despite popular enthusiasm for such organizations, legal reforms to facilitate their formation and growth—particularly, legal forms for hybrid firms—have largely been ineffective. This shortcoming stems in large part from the lack of a theory that identifies the structural and functional elements that make some types of hybrid organizations more effective than others. In pursuit of such a theory, this Article focuses on a large class of hybrid organizations that has been effective in addressing development problems, such as increasing access to capital and improving employment …

Corporate Power Is Corporate Purpose Ii: An Encouragement For Future Consideration From Professors Johnson And Millon, Leo E. Strine Jr.

All Faculty Scholarship

This paper is the second in a series considering the argument that corporate laws that give only rights to stockholders somehow implicitly empower directors to regard other constituencies as equal ends in governance. This piece was written as part of a symposium honoring the outstanding work of Professors Lyman Johnson and David Millon, and it seeks to encourage Professors Johnson and Millon, as proponents of the view that corporations have no duty to make stockholder welfare the end of corporate law, to focus on the reality that corporate power translates into corporate purpose.

Drawing on examples of controlled companies that …

Environmental, Social, And Governance Risk And Performance: Implications For Audit And Corporate Governance Research, Jenna J. Burke

2017

This dissertation examines oversight of environmental, social, and governance (ESG) related risk and performance. These considerations are a new piece of business language, and are crucial in monitoring and evaluating the sustainable impact of modern corporations. The dissertation is comprised of three archival studies, which together contribute to an emerging accounting literature at the intersection of audit and corporate governance. The first study uses hand-collected data on voluntary board-level committees that oversee ESG-related issues to investigate the performance implications of these committees. This paper presents a theoretical framework and methodology that incorporate the committee’s role in shared value creation and …

Impact Of Corporate Governance On Capital Structure Of Pakistan, Irfan Haider Shakri

ECU Posters

Corporate Governance-CG is a mechanism that protects the interest of all stakeholders specially shareholders in a modern economic and corporate world that is responsible for economic growth of an economy. Capital structure is one of the weightiest decision that effects the performance of the firm. This study empirically finds how corporate governance practices impact the capital structure of the firm.

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 …

Coordinating Compliance Incentives, Veronica Root

Faculty Scholarship

In today’s regulatory environment, a corporation engaged in wrongdoing can be sure of one thing: regulators will point to an ineffective compliance program as a key cause of institutional misconduct. The explosion in the importance of compliance is unsurprising given the emphasis that governmental actors — from the Department of Justice, to the Securities and Exchange Commission, to even the Commerce Department — place on the need for institutions to adopt “effective compliance programs.” The governmental actors that demand effective compliance programs, however, have narrow scopes of authority. DOJ Fraud handles violations of the Foreign Corrupt Practices Act, while the …

Regulatory Competition And The Market For Corporate Law, Ofer Eldar, Lorenzo Magnolfi

Faculty Scholarship

This article develops an empirical model of firms’ choice of corporate laws under inertia. Delaware dominates the incorporation market, though recently Nevada, a state whose laws are highly protective of managers, has acquired a sizable market share. Using a novel database of incorporation decisions from 1995- 2013, we show that most firms dislike protectionist laws, such as anti-takeover statutes and liability protections for officers, and that Nevada’s rise is due to the preferences of small firms.Our estimates indicate that despite inertia, Delaware would lose significant market share and revenues if it adopted protectionist laws. Our findings support the hypothesis that …

Too Big To Fool: Moral Hazard, Bailouts, And Corporate Responsibility, Steven L. Schwarcz

Faculty Scholarship

Domestic and international regulatory efforts to prevent another financial crisis have been converging on the idea of trying to end the problem of “too big to fail”—that systemically important financial firms take excessive risks because they profit from success and are (or at least, expect to be) bailed out by government money to avoid failure. The legal solutions being advanced to control this morally hazardous behavior tend, however, to be inefficient, ineffective, or even dangerous—such as breaking up firms and limiting their size, which can reduce economies of scale and scope; or restricting central bank authority to bail out failing …

Controlling Systemic Risk Through Corporate Governance, Steven L. Schwarcz

Faculty Scholarship

Most of the regulatory measures to control excessive risk taking by systemically important firms are designed to reduce moral hazard and to align the interests of managers and investors. These measures may be flawed because they are based on questionable assumptions. Excessive corporate risk taking is, at its core, a corporate governance problem. Shareholder primacy requires managers to view the consequences of their firm’s risk taking only from the standpoint of the firm and its shareholders, ignoring harm to the public. In governing, managers of systemically important firms should also consider public harm. This proposal engages the long-standing debate whether …

The Responsibility Gap In Corporate Crime, Samuel W. Buell

Faculty Scholarship

In many cases of criminality within large corporations, senior management does not commit the operative offense — or conspire or assist in it — but nonetheless bears serious responsibility for the crime. That responsibility can derive from, among other things, management’s role in cultivating corporate culture, in failing to police effectively within the firm, and in accepting lavish compensation for taking the firm’s reins. Criminal law does not include any doctrinal means for transposing that form of responsibility into punishment. Arguments for expanding doctrine — including broadening of the presently narrow “responsible corporate officer” doctrine — so as to authorize …

Rethinking Corporate Governance For A Bondholder Financed, Systemically Risky World, Steven L. Schwarcz

Faculty Scholarship

This Article makes two arguments that, combined, demonstrate an important synergy: first, including bondholders in corporate governance could help to reduce systemic risk because bondholders are more risk averse than shareholders; second, corporate governance should include bondholders because bonds now dwarf equity as a source of corporate financing and bond prices are increasingly tied to firm performance.

Corporate Power Is Corporate Purpose I: Evidence From My Hometown, Leo E. Strine Jr.

All Faculty Scholarship

This paper is the first in a series considering a rather tired argument in corporate governance circles, that corporate laws that give only rights to stockholders somehow implicitly empower directors to regard other constituencies as equal ends in governance. By continuing to suggest that corporate boards themselves are empowered to treat the best interests of other corporate constituencies as ends in themselves, no less important than stockholders, scholars and commentators obscure the need for legal protections for other constituencies and for other legal reforms that give these constituencies the means to more effectively protect themselves.

Using recent events in the …

The Separation Of Corporate Law And Social Welfare, William W. Bratton

All Faculty Scholarship

A half century ago, corporate legal theory pursued an institutional vision in which corporations and the law that creates them protect people from the ravages of volatile free markets. That vision was challenged on the ground during the 1980s, when corporate legal institutions and market forces came to blows over questions concerning hostile takeovers. By 1990, it seemed like the institutions had won. But a different picture has emerged as the years have gone by. It is now clear that the market side really won the battle of the 1980s, succeeding in entering a wedge between corporate law and social …

Ceo Side Payments In Mergers And Acquisitions, Brian J. Broughman

Articles by Maurer Faculty

In addition to golden parachutes, CEOs often negotiate for personal side-payments in connection with the sale of their firm. Side-payments differ from golden parachutes in that they are negotiated ex post in connection with a specific acquisition proposal, whereas golden parachutes are part of the executive’s employment agreement negotiated when she is hired. While side-payments may benefit shareholders by countering managerial resistance to an efficient sale, they can also be used to redistribute merger proceeds to management. The current article highlights an overlooked distinction between pre-merger golden parachutes and merger side-payments. Similar to a legislative rider attached to a popular …