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Large Owner Expropriation Threat And Stock Option Pay's Effect On Firm Risk-­Taking Behaviors In Weak Institutions, Cuili Qian, Lipeng (Gary) Ge, Xuesong Geng, Jiatao Li, Maria Hasenhuttl

Research Collection Lee Kong Chian School Of Business

Research Question/Issue: This study investigates the impact of managerial stock option pay on firm risk-­ taking behaviors in aweak institutional context, a critical question that has been overlooked by the literature. Specifically, we build on the comparative corporate governance perspective that emphasizes the implications of large shareholders' expropriation threat in weak institutions to develop predictions about their impact on the stock option's incentive alignment effect. We further explore the boundary conditions of such a relationship.Research Findings/Insights: Based on a sample of Chinese listed firms between 2006 and 2016, we find that a high level of large shareholders' expropriation threat weakens …

Csr Disclosure In Family-Controlled And Politically Connected Firms: Do Audit Committees Matter?, Md Harun Ur Rashid, Habib, Rashid Zaman

Research outputs 2022 to 2026

Purpose – This study aims to investigate whether audit committees shape the corporate social responsibility (CSR) disclosure practices of family-controlled and politically connected firms. Specifically, this study examines the extent to which audit committees mitigate the tendency of these firms to withhold CSR information and enhance transparency in an emerging market context. Design/methodology/approach – This study analyses 1, 108 firm-year observations from 140 non-financial firms listed on the Dhaka Stock Exchange over the period 2013–2023. To examine how family control, political connections and audit committees influence CSR disclosure. This study estimates several multivariate regression models. In addition, to strengthen causal …

Does A Ceo Turnover Lead To A Cfo Turnover? Evidence From Voluntary And Forced Turnover, Bakhtear Talukdar, Sabur Mollah, Suchismita Mishra, Junhong Yang

Management Faculty Publications

The role of CFO has become increasingly important since the enactment of SOX 2002. The existing literature suggests that CFOs tend to leave office within 6 to 12 months of a CEO’s departure, but studies addressing whether forced and voluntary turnover behave differently are unexplored. There is also no attempt to explore whether financial performance or institutional shareholding play moderating roles in mitigating successive CFO and CEO turnovers. These scholars find that forced (voluntary) CEO turnover has a higher significant marginal effect on forced (voluntary) CFO turnover. They also find that, in general, higher financial performance and institutional ownership play …

Combating Corporate Fraud Through The Lens Of Corporate Governance In Malaysia, Emelia A. Girau, Dgku Habibah Ag Kee, Betsy Jomitin, Sazali Zainal Abidin, Imbarine Bujang

ASEAN Journal on Science and Technology for Development

The increasing incidence of corporate fraud in major global companies has drawn significant scrutiny to the effectiveness of corporate governance in mitigating such fraudulent activities. Despite substantial improvements in corporate governance practices and the implementation of new regulatory frameworks aimed at curbing corporate fraud, instances of fraud continue to rise. If this situation persists, it will become a serious impediment to making substantial progress toward the 2030 Agenda for Sustainable Development. The objective of this study is to explore the interplay between corporate governance attributes, whistleblowing policies, and the likelihood of corporate fraud occurrences within the context of Malaysia. The …

Specialist Directors, Yaron Nili, Roy Shapira

Faculty Scholarship

What determines the effectiveness of corporate boards? Corporate legal scholars usually approach this question by focusing on directors’ incentives, such as counting how many directors are independent or whether the roles of the CEO and Chair are separated. Yet on the ground, the focus has been shifting to directors’ skill sets and experience. Investors, regulators, and courts are now pressuring companies to appoint directors with specific types of expertise. In response, more and more companies are adding what we term “specialist directors”: a DEI director, a climate director, a cyber director, and so on. These changes in board composition could …

The Alchemy Of Effective Auditor Regulation, Sarah J. Williams

Lewis & Clark Law Review

The audit profession has repeatedly failed in its obligation to accurately opine on financial statements prepared by companies that trade in U.S. markets. The list of entities that have contributed to the quest for effective regulation of these auditors is long; it includes the American Institute of Certified Public Accountants (AICPA), the U.S. Securities and Exchange Commission (SEC), Congress, outside directors of public companies, and the Public Company Accounting Oversight Board (PCAOB), a recent congressional creation. Yet, despite 50 years of effort, the formula for efficacious oversight of the audit profession remains elusive.

This Article is the first in a …

Board Gatekeepers, Yaron Nili

Faculty Scholarship

For the last decade, investors, scholars, and regulators have turned to independent directors in key leadership positions as a means to safeguard corporate boards’ ability to serve as a robust check on management’s power. As a result, a vast majority of public companies’ boards are now led by an Independent Chair, or, alternatively, include a Lead Independent Director.

These ostensible outsiders—which this Article calls “board gatekeepers”—are meant to be even more empowered and detached from management compared to the rest of the board. This allows them to serve an independent gatekeeping function—a necessary guardrail against management’s ability to exert undue …

Board Gatekeepers, Yaron G. Nili

Emory Law Journal

For the last decade, investors, scholars, and regulators have turned to independent directors in key leadership positions as a means to safeguard corporate boards’ ability to serve as a robust check on management’s power. As a result, a vast majority of public companies’ boards are now led by an Independent Chair, or, alternatively, include a Lead Independent Director.

These ostensible outsiders—which this Article calls “board gatekeepers”— are meant to be even more empowered and detached from management compared to the rest of the board. This allows them to serve an independent gatekeeping function—a necessary guardrail against management’s ability to exert …

Whistleblowers: Implications For Corporate Governance, Deborah A. Demott

Faculty Scholarship

Often overlooked in academic accounts of corporate governance and the actors who populate governance structures, whistleblowers are no more visible in formal governance frameworks. Within a corporation, whistleblowers may be lower-rank employees, not directors or officers; they may report perceptions of wrongdoing to others within the corporation or inform governmental or other actors who are externally situated. Nonetheless, it is striking how often retrospective accounts of corporate scandals involve episodes of internal whistleblowing associated with governance and compliance failures. This paper argues that incorporating whistleblowers into formal governance structures could spur more proactive involvement by directors in monitoring compliance with …

Addressing The Auditor Independence Puzzle: Regulatory Models And Proposal For Reform, Martin Gelter, Aurelio Gurrea-Martinez

Vanderbilt Journal of Transnational Law

Auditors play a major role in corporate governance and capital markets. Ex ante, auditors facilitate firms' access to finance by fostering trust among public investors. Ex post, auditors can prevent misbehavior and prevent financial fraud by corporate insiders. In order to fulfill these goals, however, in addition to having the adequate knowledge and expertise, auditors must perform their functions in an independent manner. Unfortunately, auditors are often subject to conflicts of interest, for example, resulting from the provision of nonaudit services but also because of the mere fact of being hired and paid by the audited company. Therefore, even if …

Complex Compliance Investigations, Veronica Root Martinez

Faculty Scholarship

Whether it is a financial institution like Wells Fargo, an automotive company like General Motors, a transportation company like Uber, or a religious organization like the Catholic Church, failing to properly prevent, detect, investigate, and remediate misconduct within an organization’s ranks can have devastating results. The importance of the compliance function is accepted within corporations, but the reality is that all types of organizations—private or public—must ensure their members com­ply with legal and regulatory mandates, industry standards, and internal norms and expectations. They must police thousands of members’ compli­ance with hundreds of laws. And when compliance failures occur at these …

Not Clawing The Hand That Feeds You: The Case Of Co-Opted Boards And Clawbacks, Sterling Huang, Chee Yeow Lim, Jeffrey Ng

Research Collection School Of Accountancy

We examine how board co-option, defined as the fraction of the board comprising directors appointed after the CEO assumed office, is related to clawback adoption. We find that co-opted boards have a lower probability of adopting clawback provisions. Further, the negative association between board co-option and clawback adoption is more pronounced when at least one co-opted member is on the compensation committee and when there is a higher likelihood that a clawback provision will be triggered. Finally, we find that board co-option is an important mechanism through which longer-tenured CEOs reduce the likelihood of clawback adoption.

Managing The Risks Of Corporate Fraud: The Evidence From Hong Kong And Singapore, Wai Yee Wan, Christopher C. H. Chen, Chongwu Xia, Say Goo

Research Collection Yong Pung How School Of Law

Since the Asian financialcrisis of 1997, Hong Kong and Singapore have implemented reforms that promote independenceand monitoring competency of the boards of directors of their listed companies.However, with the advent of the financial crisis of 2007/2008, a wave of fraudcases prompts the question as to the effectiveness of these reforms. Analysing asample of 62 listed companies which are found to have committed fraud between2007 and 2014, and comparing against a matched sample of no-fraud companies, wefind that the fraud companies tend to either combine the roles of chairman andchief executive officer (or they are close family members) and have fewer …

Whistling In The Wind: Why Federal Whistleblower Protections Fall Short Of Their Corporate Governance Goals, Meera Khan

University of Miami Business Law Review

Teetering on the line between hero and villain, whistleblowers have a remarkably unusual role in contemporary American society. Those who blow the whistle on public sector activities, like Edward Snowden and the Watergate Scandal’s “Deep Throat”, are often vilified in history as treasonous and unprincipled rogues. In the private sector, however, whistleblowers are seen as moral compasses for corporate behavior, and are even afforded federal protections for speaking out against internal malfeasance. The piecemeal evolution of whistleblower legislation including the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 created regulatory and enforcement …

Money And Morality: Pathways Toward A Civic Stewardship Ethic (2012), Marcy Murninghan

New England Journal of Public Policy

Based on a plenary presentation made at the Ninth Harvard University Forum on Islamic Finance, held at Harvard Law School in 2010, less than two years after the 2008 financial crisis, this article argues for the restoration of ethical values and civic commitments in capitalism and economic enterprise, drawing on traditional religious, theological, and philosophical principles regarding the civic moral obligations associated with building and managing wealth. The article is divided into three main parts. It begins with an overview of reform measures emanating from the financial debacle, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and an …

Atrocities By Corporate Actors: A Historical Perspective, Michael J. Kelly

Case Western Reserve Journal of International Law

The article focuses on developments in international criminal law in addressing corporate human rights violations.

Audit Committees And Financial Reporting Quality In Singapore, Yuanto Kusnadi, Kwong Sin Leong, Themin Suwardy, Jiwei Wang

Research Collection School Of Accountancy

We examine three characteristics (independence, expertise, and overlapping membership) of audit committees and their impact on the financial reporting quality for Singapore-listed companies. The main finding is that financial reporting quality will be higher if audit committees have mixed expertise in accounting, finance, and/or supervisory. In addition, we do not find evidence that incremental independence of audit committees enhances financial reporting quality because audit committees already consist of a majority of independent directors. Finally, we fail to find any impact of overlapping membership on audit and remuneration committees on financial reporting quality. Overall, the results have policy implications on improving …

Bad Company! The Assumptions Behind Proxy Advisors' Voting Recommendations, Bryce C. Tingle

Dalhousie Law Journal

The corporate governance challenge for Canada is to improve the quality of its corporate performance, which has been declining relative to its international peers for decades. This is quite different from the usual assumption that corporate governance is primarily a matter of controlling managerial self-dealing. While important, board monitoring of management is only one aspect of its role in a corporation; research suggests corporate governance arrangements have a significant impact on corporate outcomes, particularly in areas such as innovation where Canada lags. Third-party proxy advisory firms, which provide advice to institutional investors in Canada on corporate governance matters, have grown …

Corporate Headhunting, Daniel C. Richman

Faculty Scholarship

A wide range of commentators – including some pretty sophisticated ones – have raked through the ruins of the 2008 financial collapse, confident that there are significant criminal prosecutions to bring against individuals and that the Justice Department should be faulted for its failure to bring them. Their confidence that blockbuster criminal cases could have been made rests on shaky grounds. So, too, does their faith that the hunting of heads is a socially productive response to the collapse. If anything, a focus on headhunting will only distract from, and reduce the pressure for, efforts to explain the collapse and …

Controlling Shareholders In Concentrated Ownership Structures In Singapore, Wai Yee Wan

Research Collection Yong Pung How School Of Law

The talk outlines the corporate governance challenges in respect of listed companies in Singapore that have concentrated shareholdings.

Toward A Public Enforcement Model For Directors' Duty Of Oversight, Renee M. Jones, Michelle Welsh

Vanderbilt Journal of Transnational Law

This Article proposes a public enforcement model for the fiduciary duties of corporate directors. Under the dominant model of corporate governance, the principal function of the board of directors is to oversee the conduct of senior corporate officials. When directors fail to provide proper oversight, the consequences can be severe for shareholders, creditors, employees, and society at large. Despite general agreement on the importance of director oversight, courts have yet to develop a coherent doctrine governing director liability for the breach of oversight duties. In Delaware, the dominant state for U.S. corporate law, the courts tout the importance of board …

The Agency Problem, Corporate Governance, And The Asymmetrical Behavior Of Selling, General, And Administrative Costs, Hai Lu, Hai Lu, Theodore Sougiannis

Research Collection School Of Accountancy

Selling, general, and administrative (SG&A) costs represent a significant proportion of thecosts of business operations. On average, the SG&A costs to total assets ratio is 27 percent,compared to the research and development (R&D) to total assets ratio of 3 percent(Banker, Huang, and Natarajan 2011). Due to the importance of SG&A costs, practitionerspay close attention to controlling SG&A spending. Understanding SG&A cost behaviorand the role of managers in adjusting the costs is thus important to researchers andpractitioners. Recent empirical research indicates that SG&A costs behave asymmetrically,that is, they increase more rapidly when demand increases than they decline when demanddecreases (Anderson, Banker, …

Indemnification And Advancement Through An Agency Lens, Deborah A. Demott

Law and Contemporary Problems

DeMott discusses the doctrines that define entitlements to indemnification. In the corporate context, indemnification is better grounded, as in the Model Business Corporation Act (MBCA), in the necessity of furnishing corporate directors with appropriate protection against personal risk. To be sure, as the MBCA's official comments implicitly acknowledge, the position of officers, especially senior executive officers, does not fit neatly and exclusively into either an "agent" or a "non-agent" category for indemnification purposes.

Did Board Configuration Matter? The Case Of Us Subprime Lenders, Maureen I. Muller-Kahle, Krista B. Lewellyn

Management Faculty Publications

Research Question/Issue: The origins of the global financial crisis have been attributed to the combination of a housing price bubble and innovative financial instruments, as well as the lack of restraint by corporate executives and boards to engage in excessive risk-taking. The rise in subprime lending between 1997 and 2005 played a crucial role in inflating the housing price bubble. We take a unique dataset of US financial institutions heavily engaged in subprime lending and ask the following research question: Did board configuration play a role in determining whether a financial institution specialized in subprime lending?

Research Findings/Insights: We use …

The Uneasy Case For The Inside Director, Lisa M. Fairfax

GW Law Faculty Publications & Other Works

In the wake of recent scandals and the economic meltdown, there is nearly universal support for the notion that corporations must have independent directors. Conventional wisdom insists that independent directors can more effectively monitor the corporation and prevent or otherwise better detect wrongdoing. As the movement to increase director independence has gained traction, inside directors have become an endangered species, relegated to holding a minimal number of seats on the corporate board. This Article questions the popular trend away from inside directors by critiquing the rationales in favor of director independence, and assessing the potential advantages of inside directors. This …

India's Corporate Governance Voluntary Guidelines 2009: Rhetoric Or Reality, Umakanth Varottil

National Law School of India Review

In the aftermath of recent episodes (such as the accounting fraud at Satyam) that have tested the efficacy of corporate governance norms in India, the Government has adopted a cautious approach to reforms with a view to avoiding a knee-jerk reaction. Change to existing norms has come forth in the form of the Corporate Governance Voluntary Guidelines, 2009 [hereinafter "the Guidelines"], a set of good practices that may be voluntarily adopted by Companies. This article examines, primarily on two counts, the response of the Government of india to governance scandals through the issue of the Guidelines. First, it evaluates the …

The Legitimate Rights Of Public Shareholders, Lawrence E. Mitchell

Washington and Lee Law Review

In recent years there has been significant ongoing academic debate over the expansion ofpublic shareholders 'participation rights in corporate governance. The debate has accompanied a dramatic increase in institutional shareholder and hedge fund activism attempting to influence the conduct ofcorporate affairs. The legitimacy ofshareholderp articipationr ights depends upon the actual role public shareholders play in contributing to the corporation's function of providing goods and services and, ultimately, to economic growth and social welfare. Few in the debate have stopped to examine this question. This Article presents original empirical evidence that demonstrates that public shareholders do not, on net, contributec apitalt …

Governing Corporate Compliance, Miriam H. Baer

Faculty Scholarship

In light of the financial meltdown of 2008, it is reasonable to question whether the prior decade’s emphasis on corporate compliance - the internal programs that corporations adopt in order to educate employees, improve ethical norms, and detect and prevent violations of law - has been fruitful. This Article contends that the key problem with compliance is that we regulate it through an adversarial system that pits federal prosecutors against corporate defense counsel, fueling distrust between corporate entities and the government, and between the corporate employees and the internal monitors tasked with ensuring compliance. Despite this adversarial atmosphere, a number …

Foreword, Corporate Governance Five Years After Sarbanes-Oxley: Is There Real Change, Faith Stevelman

Articles & Chapters

No abstract provided.

The Impact Of Corporate Governance On The Choice Of Transfer Pricing Methods In China, Xue Han

Lingnan Theses

Recent scandals involving related party transactions (RPTs) have attracted researchers’ and governments’ attention. Because imperfections exist in the legislation of RPTs, business groups might abuse transfer pricing of such transactions for certain purposes. These purposes include earnings management of listed companies that seek to attract investors and profit shifting from subsidiaries to parent companies. This study investigates the impact of corporate governance on the choice of transfer pricing methods in China.

I classify transfer pricing methods into two major groups (i.e., market-based and cost-based methods). I hypothesize that companies with weak corporate governance are more likely to use cost-based pricing …