Economics Commons^™

The Legal Periphery Of Dominant Firm Conduct, Herbert J. Hovenkamp

All Faculty Scholarship

This essay explores two different but related problems and how U.S. antitrust law and EU competition law approach them. The first is the offense of attempt to monopolize, which concerns the acts that a firm that is not yet dominant might undertake in order to become dominant. The second is the offense of monopoly or dominant firm leveraging, which occurs when a firm uses its dominant position in one market to cause some kind of harm in a different market where it also does business.

The language of EU and U.S. provisions concerning dominant firms provokes one to think that …

To Trust Or To Monitor: A Dynamic Analysis, Fali Huang

Research Collection School Of Economics

In a principal-agent framework, principals can mitigate moral hazard problems not only through extrinsic incentives such as monitoring, but also through agents’ intrinsic trustworthiness. Their relative usage, however, changes over time and varies across societies. This paper attempts to explain this phenomenon by endogenizing agent trustworthiness as a response to potential returns. When monitoring becomes relatively cheaper over time, agents acquire lower trustworthiness, which may actually drive up the overall governance cost in society. Across societies, those giving employees lower weights in choosing governance methods tend to have higher monitoring intensities and lower trust. These results are consistent with the …

Beyond The Dichotomous Worlds Hypothesis: Towards A Plurality Of Corporate Governance Logics, Jordan Otten

Jordan Otten

The dichotomous worlds hypothesis holds that corporate governance systems worldwide are either based on the Anglo-American shareholder model or the Eurasian stakeholder model. We suggest a more fine-grained classification, based on five corporate governance logics –socially constructed, historical patterns of material practices, assumptions, values, beliefs, and rules by which all parties involved in economic productive activities structure their material interdependencies and provide meaning to the social reality of corporate life. These logics are discovered through a content analysis of the corporate governance reform codes of 38 countries.

Theories On Executive Pay: A Literature Overview And Critical Assessment, Jordan Otten

Jordan Otten

Executive pay is a major issue in the corporate governance debate. As well in practice as in theory debate still exists how executive pay levels and structures can be explained. This paper provides an overview of 16 theories that have been used in the literature to explain the phenomenon. The theories can be classified into three types of approaches; 1) the value approach; 2) the agency approach; and 3) the symbolic approach. A critical assessment of the theories shows that the dominant use in the literature of the perfect contracting approach of agency theory neglects: 1) the socially determined symbolic …

The Institutional Entrepreneur As Modern Prince: The Strategic Face Of Power In Contested Fields, David Levy, Maureen A. Scully

Management and Marketing Faculty Publication Series

This paper develops a theoretical framework that situates institutional entrepreneurship by drawing from Gramsci’s concept of hegemony to understand the contingent stabilization of organizational fields, and by employing his discussion of the Modern Prince as the collective agent who organizes and strategizes counter-hegemonic challenges. Our framework makes three contributions. First, we characterize the interlaced material, discursive, and organizational dimensions of field structure. Second, we argue that strategy must be examined more rigorously as the mode of action by which institutional entrepreneurs engage with field structures. Third, we argue that institutional entrepreneurship, in challenging the position of incumbent actors and stable …

Fiduciary Duties And The Analyst Scandals, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Criminalization Of Corporate Law: The Impact On Shareholders And Other Constituents, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Does Analyst Independence Sell Investors Short?, Jill E. Fisch

All Faculty Scholarship

Regulators responded to the analyst scandals of the late 1990s by imposing extensive new rules on the research industry. These rules include a requirement forcing financial firms to separate investment banking operations from research. Regulators argued, with questionable empirical support, that the reforms were necessary to eliminate analyst conflicts of interest and ensure the integrity of sell-side research.

By eliminating investment banking revenues as a source for funding research, the reforms have had substantial effects. Research coverage of small issuers has been dramatically reduced—the vast majority of small capitalization firms now have no coverage at all. The market for research …

Reasonable Emissions Of Greenhouse Gases: Efficient Abatement For A Stock Pollutant, Howard F. Chang

All Faculty Scholarship

No abstract provided.

Private Standards, Public Governance: A New Look At The Financial Accounting Standards Board, William W. Bratton

All Faculty Scholarship

The Financial Accounting Standards Board (the “FASB”) presents a puzzle: How has this private standard setter managed simultaneously (1) to remain independent, (2) to achieve institutional stability and legitimacy, and (3) to operate in a politicized context in the teeth of op-position from its own constituents? This Article looks to governance design to account for this institutional success. The FASB’s founders made a strategic choice to create a regulatory agency that sought independence rather than political responsiveness. The FASB also set out a coherent theory of accounting, the “Conceptual Framework,” to contain and direct its decisions. The Conceptual Framework contributed …

Predicting Corporate Governance Risk: Evidence From The Directors' & Officers' Liability Insurance Market, Tom Baker, Sean J. Griffith

All Faculty Scholarship

No abstract provided.

Hedge Funds And Governance Targets, William W. Bratton

All Faculty Scholarship

Corporate governance interventions by hedge fund shareholders are triggering debates between advocates of management empowerment and advocates of aggressive monitoring by actors in the capital markets. This Article intervenes with an empirical question: What, based on the record so far, have the hedge funds actually done to their targets? Information has been collected on 130 domestic firms identified in the business press since 2002 as targets of activist hedge funds, including the funds’ demands, their tactics, and the results of their interventions for the targets’ governance and finance. The survey results show that the hedge funds have an enviable record …