Digital Commons Network^™

A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Pdf Format), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca

Paolo Santella

No abstract provided.

A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Pdf Format), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca

Carlo Drago

No abstract provided.

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo

Carlo Drago

No abstract provided.

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo

Paolo Santella

No abstract provided.

The Antecedents Of Simultaneous Appointments To Ceo And Chair, Wallace N. Davidson Iii, Yixi Ning, David Rakowski, Eahab Elsaid

Publications

In relay succession, boards add the Chair title to successful CEOs, creating duality. Sometimes boards by-pass relay succession and appoint an individual directly into the dual position. We propose that this will occur when there is the need for an unambiguous leader and when the appointee has greater bargaining power. We show that following the firing of the predecessor, when the successor is an outsider, and when the successor is not the designated heir, the incidence of simultaneous dual appointments increases. We also find that executives appointed into the dual positions are older than those appointed only as a CEO.

A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Pdf Format), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca

Paolo Santella

No abstract provided.

A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Pdf Format), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca

Carlo Drago

No abstract provided.

Independent Directors And Board Control In Venture Finance, Brian Broughman

Brian Broughman

The financial contracting literature treats control as an indivisible right held either by a firm’s entrepreneurs or by its investors. In contrast, data from VC-backed firms shows that board control is typically shared, with a third-party independent director holding the tie-breaking board seat (‘ID-arbitration’). In this article I use a bargaining game similar to final offer arbitration to model a firm’s choice of action under ID-arbitration. I show that ID-arbitration can reduce holdup by moderating each party’s ex post threat position. Consequently, ID-arbitration can lead to the efficient outcome in circumstances where alternative governance arrangements – entrepreneur control, investor control, …

Dysfunctional Deference And Board Composition: Lessons From Enron, Bernard S. Sharfman, Steven J. Toll

Bernard S Sharfman

It has been over seven years since the public was first made aware that Enron (or the "Company") was a troubled firm, ultimately doomed to bankruptcy and much litigation, both civil and criminal. Yet, the Enron debacle continues to fascinate researchers and the general population alike. Over a recent one year period, the Social Science Research Network posted 71 papers that referenced Enron in their abstracts. What appears most baffling to many observers, specifically those interested in corporate governance, was the inability of the Enron board of directors to get a handle on the massive fraud that occurred under its …

An Overview Of Brazilian Corporate Governance, Bernard S. Black, Antonio Gledson De Carvalho, Érica Gorga

Cornell Law Faculty Publications

We provide the first detailed picture of firm-level corporate governance practices in an emerging market. We report on the corporate governance practices of Brazilian public companies, based primarily on an extensive 2005 survey of 116 companies. Most firms have a controlling shareholder or group. Board independence is an area of weakness. The boards of most Brazilian private firms are comprised entirely or almost entirely of insiders or representatives of the controlling family or group. Many firms have no independent directors. Financial disclosure is a second area of weakness. Only a minority of firms provide a statement of cash flows or …

A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Powerpoint), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca

Carlo Drago

No abstract provided.

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo

Carlo Drago

No abstract provided.

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo

Paolo Santella

No abstract provided.

On Measuring The Relative Importance Of Explanatory Variables In A Logistic Regression , D. Roland Thomas, Pengcheng Zhu, Bruno D. Zumbo, Shantanu Dutta

Journal of Modern Applied Statistical Methods

A search is described for valid methods of assessing the importance of explanatory variables in logistic regression, motivated by earlier work on the relationship between corporate governance variables and the issuance of restricted voting shares (RSF). The methods explored are adaptations of Pratt’s (1987) approach for measuring variable importance in simple linear regression, which is based on a special partition of R². Pseudo-R² measures for logistic regression are briefly reviewed, and two measures are selected which can be partitioned in a manner analogous to that used by Pratt. One of these is ultimately selected for the variable …

Simultaneous Relationship Between Ownership Structure, Corporate Governance, And Firm Value In Indonesia, Kim Sung Suk

The South East Asian Journal of Management

The primary objective of this study is to test the simultaneous relationship between the firm value, the corporate governance practice, and the ownership structure on a sample of 114 companies quoted in the Jakarta Stoke Exchange (JSX). The study finds that the corporate governance practice fails to affect the firm value, but the firm value is a positive predictor of corporate governance practice. Further, the influence of corporate governance practice on the firm value becomes less when the wedge of the firm becomes higher. The ownership structure and the firm value have no systematic relationship. Controlling shareholders and foreign blockholders …

A Profile Of The Non-Executive Directors Of Australia's Largest Public Companies, C. L. Cortese, G. Bowrey

Faculty of Commerce - Papers (Archive)

This paper presents a profile of the non-executive directors of Australia’s largest public companies. Using descriptive data, it assesses the extent to which these companies adhere to the requirements set down in the Australian Stock Exchange’s Principles of Good Corporate Governance. In particular, board structure and composition is evaluated, and levels of remuneration and independence among non-executive directors are assessed. The paper concludes with a discussion of the need for independence and questions whether competence, among other characteristics, is a more valuable characteristic of a non-executive director than independence.

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Pdf Format), Paolo Santella, Carlo Drago, Andrea Polo

Paolo Santella

No abstract provided.

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Pdf Format), Paolo Santella, Carlo Drago, Andrea Polo

Carlo Drago

No abstract provided.

Fiduciary Duties For Activist Shareholders, Iman Anabtawi, Lynn A. Stout

Cornell Law Faculty Publications

Corporate law and scholarship generally assume that professional managers control public corporations, while shareholders play only a weak and passive role. As a result, corporate officers and directors are understood to be subject to extensive fiduciary duties, while shareholders traditionally have been thought to have far more limited obligations. Outside the contexts of controlling shareholders and closely held firms, many experts argue shareholders have no duties at all.

The most important trend in corporate governance today, however, is the move toward "shareholder democracy." Changes in financial markets, in business practice, and in corporate law have given minority shareholders in public …

Change And Continuity In Japanese Corporate Governance, Toru Yoshikawa, Jean Mcguire

Research Collection Lee Kong Chian School Of Business

Previous studies on Japanese corporate governance were largely based on the agency theory framework, and can be seen as attempts to understand the unique monitoring mechanisms in the Japanese context. This paper briefly reviews prior research and then discusses the recent changes in the environment that have been affecting Japanese corporate governance. Our central argument is that there is both change and continuity in Japanese Corporate Governance. We also present emerging research from an institutional theory perspective. In this line of research, corporate governance is treated as part of a nation’s institutional framework and hence, researchers need to understand unique …

Governance Structure Transforemation During Erp Implementations, Elise V. Strachan

Theses and Dissertations

The United States Air Force (USAF) has a number of initiatives underway to better support tomorrow’s Warfighter. As part of the Expeditionary Logistics for the 21st Century (eLog21) campaign, one of the most critical initiatives is the Expeditionary Combat Support System (ECSS). ECSS is the world’s largest enterprise resource planning (ERP) implementation and will completely transform USAF logistics operations. The benefits of an ERP include centrally-managed and integrated information sharing, while the many challenges include training future state operations and employing change management. An effective governance structure is essential in order for the USAF to realize the full benefits of …

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Pdf Format), Paolo Santella, Carlo Drago, Andrea Polo

Paolo Santella

No abstract provided.

The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Pdf Format), Paolo Santella, Carlo Drago, Andrea Polo

Carlo Drago

No abstract provided.

S.Sepe(2007): "Private Sale Of Corporate Control: Why The European Mandatory Bid Rule Is Inefficient" Discussion, Carlo Drago

Carlo Drago

No abstract provided.

Information Security Governance And Boards Of Directors: Are They Compatible?, Endre Bihari

Australian Information Security Management Conference

This paper presents a critique of emergent views on the roles of the boards of directors in relation to information security. The analysis highlights several concerns about the separation and validation of proper theory and business assertions of information security at board level. New requirements articulated by industry bodies – represented by a selected group of experts and evident in literature – are compared to the underlying theory of corporate governance to identify possible discrepancies. The discussion shows in particular the importance of staying within the theoretical underpinnings of corporate governance when discussing the topic of governance in general and …

Corporate Governance, Transparency And Performance Of Malaysian Companies, Mohd Che Haat, H. R. Raaman, Sakthi Mahenthiran

Scholarship and Professional Work - Business

The paper aims to examine the effect of good corporate governance practices on corporate transparency and performance Malaysian listed companies.

Modern Corporate Governance And The Erosion Of The Business Judgment Rule In Delaware Corporate Law, William T. Allen

Comparative Research in Law & Political Economy

This essay addresses the relationship between the forces shaping modern corporate governance and wisdom of a liability rule to enforce the fiduciary duty of care against corporate directors.

Transnational Law, Peer Zumbansen

Comparative Research in Law & Political Economy

This chapter traces the development of the concept of Transnational Law since Philip Jessup's Storrs Lectures at Yale Law School in 1955. Jessup had famously challenged the doctrinal and conceptual boundaries of both public and private international law to suggest that another concept be more adequately suited to capture the myriad normative and transactional relations across national borders. "I shall use", Jessup wrote, "the term 'transnational law' to include all law which regulates actions or events that transcend national frontiers. Both public and private international law are included, as are other rules which do not wholly fit into such standard …

Legal Origin, Juridical Form And Industrialisation In Historical Perspective: The Case Of The Employment Contract And The Joint-Stock Company, Simon Deakin

Comparative Research in Law & Political Economy

The timing and nature of industrialization in Britain and continental Europe had significant consequences for the growth and development of labour market institutions, effects which are still felt today and which are visible in the conceptual structure of labour law and company law in different countries. However, contrary to the claims of the legal origin hypothesis, a liberal model of contract was more influential in the civilian systems of the continent than in the English common law, where the consequences of early industrialization included the lingering influence of master-servant legislation and the weak institutionalization of the juridical form of the …

In Pursuit Of A Sustainable Supply Chain: Insights From Westpac Banking Corporation, Byron W. Keating, A. Quazi, A. Kriz, T. Coltman

Faculty of Informatics - Papers (Archive)

The aim of this paper is to provide clues to industry and academia on how best to approach the challenge of developing a sustainable supply chain. A case study was undertaken of the Westpac Banking Corporation – one of the world's most socially responsible banks – to examine how they approached the challenge of managing corporate social responsibility (CSR) in their supply chain. This paper highlights some of the challenges and opportunities associated with extending corporate governance beyond the firm boundary. Specific attention is given to a discussion of assessment and governance tools. The use of a single case study …