Business Commons^™

The Uneasy Case For The Inside Director, Lisa Fairfax

All Faculty Scholarship

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 …

The Impact Of Firm Strategy And Foreign Ownership On Executive Bonus Compensation In Japanese Firms, Toru Yoshikawa, Abdul A. Rasheed, Esther B. Del Brio

Research Collection Lee Kong Chian School Of Business

Building on information-processing perspectives and the Japanese contextual factors, this study investigates the relationships between firm strategy and executive bonus pay as well as the moderating role of foreign ownership on the strategy–compensation relationship in Japanese firms. We focus on R&D investment and product diversification as strategy variables and investigate their direct effects on executive bonus pay. Further, we examine the moderating effects of foreign ownership on the strategy–pay sensitivity. The results, based on a sample of the 148 largest industrial firms in Japan for the 1990–1997 period, show that both R&D investment and product diversification are positively related to …

Corporate Governance As A Repeated Game Prisoners' Dilemma - And The Push To The Defect-Defect Cell, Peter Cebon

Peter Cebon

Governance of strategic risk can be understood as a repeated-game prisoners’ dilemma. In the cooperate-cooperate cell, boards and managers work together in a trusting, highly communicative relationship to make sense of the environment and to create and enact a strategy. In the defect-defect cell, the board distrusts the CEO and is concerned with monitoring and incentive alignment. Organisations with a focused strategy built on innovation-like actions benefit from being in the cooperate-cooperate cell. However, various internal and institutional forces push organisations, and particularly listed corporations, to the defect-defect cell.

Innate And Discretionary Accruals Quality And Corporate Governance, Pamela Kent, James Routledge, Jenny Stewart

Pamela Kent

This paper extends previous research on the association between corporate governance mechanisms and accruals quality. We derive measures of the discretionary and innate components of accruals quality and regress them against corporate governance characteristics. For discretionary accruals, we find use of a Big 4 audit firm and a larger audit committee as the primary governance mechanisms associated with higher accruals quality. For innate accruals quality, we find that higher quality is associated with an independent board of directors, a larger, more independent and more active audit committee, and use of a Big 4 audit firm. Our findings suggest a stronger …

Corporate Governance And Company Performance In Australia, Jacqueline Christensen, Pamela Kent, Jenny Steward

Pamela Kent

This study tests whether the adoption of Australian best practice corporate governance recommendations have a positive or negative relation with financial performance measured by return on assets (ROA) and Tobin's Q. The governance mechanisms associated with increased ROA and Tobin's Q are the existence of an audit, nomination and remuneration committee in Australia suggesting they are particularly beneficial to companies. We found evidence that a significant negative relation exits between the number of directors and proportion of independent directors on the board and the presence of a dual CEO/Chairperson and ROA. There is a significant positive relation between the number …

Application Of Stakeholder Theory To Corporate Environmental Disclosures, Pamela Kent, Christopher Chan

Pamela Kent

Ullmann's (1985) three-dimensional model of social responsibility disclosure is tested to determine whether it can be operationalized to help explain the quantity and quality of environmental disclosures in Australian annual reports. The stakeholder power dimension of Ullmann's framework is significant in explaining environmental disclosures while content of the mission statement and existence or otherwise of environmental or social responsibility committees also find strong statistically significant support in the results. Ullmann's stakeholder theory has previously been applied to explain social disclosures in general (Roberts, 1992) and is an important theory because it introduces a measure of strategy. The current paper demonstrates …

Founding Family Leadership And Industry Profitability, Trond Randoy, Clay Dibrell, Justin Craig

Justin B. Craig

In this article, we argue that firms in high-margin industries can benefit from founding family influence. Specifically, in more profitable markets, the influence of the founding family provides an additional corporate governance-monitoring function. The sample consists of 294 firm-year observations from 98 publicly traded companies headquartered in Sweden, representing approximately half of all nonfinancial traded firms. Our support that the effect of family leadership in publicly held firms should be assessed in relation to the intensity of industry competition.

Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch

All Faculty Scholarship

The Modern Corporation and Private Property highlighted the evolving separation of ownership and control in the public corporation and the effects of that separation on the allocation of power within the corporation. This essay explores the implications of intermediation for those themes. The article observes that intermediation, by decoupling economic ownership and decision-making authority within the shareholder, creates a second layer of agency issues beyond those identified by Berle and Means. These agency issues are an important consideration in the current debate over shareholder empowerment. The article concludes by considering the hypothetical shareholder construct implicit in the Berle and Means …

La Riforma Del Controllo Contabile Delle Societa’ In Italia: “Schede Di Lettura” Del Decreto Legislativo 39/2010 In Tema Di Svolgimento Della Revisione Legale Dei Conti, Claudio Sottoriva

Claudio Sottoriva

Il contributo offre una prima lettura delle novità apportate dal Decreto Legislativo n. 39/2010 attuativo della Direttiva 2006/43/CE, relativa alle revisioni legali dei conti annuali e dei conti consolidati. La disciplina dello svolgimento della attività di revisione legale dei conti trova quindi ora riferimenti normativi nelle norme del Codice Civile e in alcune norme speciali (principalmente nel T.U.F.) nonché per quanto non diversamente disciplinato nel Decreto 39/2010. La disciplina è destinata a trovare completamento con l'emanazione di specifici regolamenti attuativi del Decreto da parte del Ministero dell'Economia e delle finanze nonché da altre Autorità (Consob, Banca d'Italia, etc.). L'analisi consente …

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

Sakthi Mahenthiran

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

Corporate Governance, Investor Protection, And Auditor Choice In Emerging Markets, Mahmud Hossain, Chee Yeow Lim, Patricia Mui Siang Tan

Research Collection School Of Accountancy

In this study, we examine the effect of firm-level governance on the firm's choice of an external auditor. Further, we test how the relation between corporate governance and auditor choice may be affected by the strength of legal environment. The results show that firm-level governance scores are positively related to the firm's auditor choice. This association is strengthened by country-level legal protection. Specifically, the positive association between auditor choice and the firm-level governance scores is weaker (stronger) in a low (high) legal environment. These findings are robust after controlling for determinants that were found to be significant in earlier research. …

Upheaval In The Boardroom: Outside Director Public Resignations, Motivations, And Consequences, Michael Dewally, Sarah Peck

Finance Faculty Research and Publications

We investigate the motives and circumstances surrounding outside directors' decisions to publicly announce their board resignations. Directors who leave "quietly" are in their mid-sixties and professional directors, i.e., retirees, who are retiring entirely from professional life. Directors who announce their resignation are in their mid-fifties and active professionals. Half the time they say they are leaving because they are "busy." These directors leave from firms with some weakness in their performance, but with no overt manifestations of cronyism such as excessive compensation of either the CEO or directors. The other half of the time directors leave while publicly criticizing the …

The Impact Of Macroeconomic Uncertainty On Firms Changes In Financial Leverage, Atreya Chakraborty

Accounting and Finance Faculty Publication Series

We investigate the relationship between a firm’s measures of corporate gov- ernance, macroeconomic uncertainty and changes in leverage. Recent research highlights the role of governance in financing decisions. Previous research also indicates that macroeconomic uncertainty affects a firm’s ability to borrow. In this paper we investigate how both these channels of influence affects firms’ financing decisions. Our findings show that macroeconomic uncertainty has an important role to play, both by itself and in interaction with a measure of corporate governance.

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

Accounting Faculty Research

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 …

[Introduction To] Stakeholders, Robert A. Phillips, R. Edward Freeman

Bookshelf

This landmark book takes a retrospective look at the most important and influential works in the study of stakeholders since Freeman’s 1984 publication, Strategic Management: A Stakeholder Approach. 2009 marked the 25th anniversary of this watershed in organizational scholarship, so now is an excellent time for Phillips and Freeman to revisit this topical and exciting subject.

From the tremendous upsurge in the literature, the editors have carefully selected ground-breaking works on topics including corporate governance, stakeholder-agency theory, management models, ethical theory and stakeholder orientation. This invaluable volume will shape the thinking of scholars and academics for the next 25 years.

Foreword: In Berle’S Footsteps, Charles R.T. O'Kelley

Seattle University Law Review

On the weekend of November 6–8, 2009, scholars from around the world gathered in Seattle for a symposium—In Berle’s Footsteps—celebrating the launch of the Adolf A. Berle, Jr. Center on Corporations, Law and Society. As founding director of the Berle Center, I described our undertaking: “It is with a profound sense of obligation to the legacy that has been entrusted to my care, that I announce the launching of the Adolf A. Berle, Jr. Center on Corporations, Law and Society. It is a privilege to follow in Berle’s footsteps.”

Why "Democracy" And "Drifter" Firms Can Have Abnormal Returns: The Joint Importance Of Corporate Governance And Abnormal Accruals In Separating Winners From Losers, Koon Boon Kee

Dissertations and Theses Collection (Open Access)

Do managers exercise accounting discretion in an opportunistic or efficient manner? Good governance structures, which mitigate agency costs, are necessary to ensure that the accounting information supplied by management is not opportunistically manipulated. The output of quality accounting information, in turn, serves as an input to better governance structures. Thus, governance and earnings quality (EQ) are inexorably linked through a complementarity relationship. This suggests two previously unexamined relationships. Firstly, the governance effects on performance in the influential paper by Gompers, Ishii and Metrick (2003) is overrated without good EQ, measured by the magnitude of abnormal accruals (AA), as an input. …

Does Corporate Governance Matter, Evidence From Earnings Management Practices In Singapore, Lingxu Hu

Dissertations and Theses Collection (Open Access)

This paper addresses two questions. First, do good corporate governance practices add values to company or does it lead to higher stock returns in Singapore? Second, does poorly governed listed company in SGX tend to manage their earnings by using discretionary accruals? Following the approach of Gompers et al. (2003), we formed two portfolios consisting of well-governed and poorly governed companies. Well governed companies are able to maintain a higher return relative to poorly governed companies. I also look at the firm valuation from the adoption of corporate governance practices. Our result shows a positive relationship between firm valuation and …

Corporate Governance And Earnings Management Before Share Repurchase Announcements In Singapore, Jian Ming Chua

Dissertations and Theses Collection (Open Access)

Share repurchase in Singapore was legalized in 1998. It is well known that investors view share repurchase as good news. This study is based on share repurchase announcements from 2006 to 2009. The mean Cumulative Market-Adjusted Returns (CAR) for the period [0, +1] and [-1, +1] are significant at 1.25% and 1.33% respectively. In Singapore, there are positive abnormal returns following share repurchase announcements in support of the ―free cash flow‖ hypothesis. By using the Singapore Corporate Governance Index as a proxy, the weakly governed companies exhibit the strongest, positive and significant CAR of 2.62% for the period [0, +1]. …

Opening Remarks, Chancellor William B. Chandler Iii

Seattle University Law Review

Law is, in many ways, a backwards-looking field. We litigate over facts that have already occurred, challenge deals that have already been signed, and apply rules of decision based on previously-established precedent or statutes already enacted. To the extent that this Center and the symposium reflect on Berle’s work, they too are an exercise in looking back. Indeed, some might say the establishment of a Center named in Berle’s honor is a monument to the past.

The Birth Of Corporate Governance, Harwell Wells

Seattle University Law Review

Part I of this Article briefly examines the concept of “corporate governance” and argues for dating the concept’s origins to the debates of the 1920s. Part II then moves on to examine early scholarly and popular discussions of the separation of ownership and control. After surveying the historical developments that produced the recognizably modern corporate economy around the turn of the century, it examines early scholarly and popular discussions of the separation of ownership and control, focusing on three major thinkers, Louis D. Brandeis, Walter Lippmann, and Thorstein Veblen. It argues that, while each of these authors examined the separation …

Moral Hazard, Firms’ Internal Governance And Management Earnings Forecasts, Jimmy Lee

Research Collection School Of Accountancy

This paper investigates the role of management earnings forecasts in mitigating information asymmetry between investors andmanagers relating to moral hazard, and explains how earnings guidance facilitates monitoring. I demonstrate that firms that are more susceptible to moral hazard problems and more difficult to monitor are also more likely to issue annual earningsforecasts and they do so more frequently. In addition, I examine how firm internal governance drives forecasting decisions andshow that stronger board governance and managerial equity incentives are associated with higher likelihood and frequency of forecast issuance. Finally, I provide robust evidence that managerial equity incentives are associated with …

Uncovering The Dirty Secrets Of A Food Paradise: Young Journalists Go Undercover, Estelle Low, Miak Aw

Social Space

Singapore is universally known as a food paradise, but far less is known about the enormous amount of waste generated daily by individuals, supermarkets, food outlets and hotels. 20-something investigative journalists Miak Aw and Estelle Low go undercover to shed light on how much we waste as a nation and why this needs to change.

Thomas Kuhn And Corporate Governance Research, William Q. Judge

Management Faculty Publications

Back in the dark ages (i.e., 1980s) when I was pursuing my doctoral degree at the University of North Carolina at Chapel Hill, I read Thomas Kuhn’s (1962) book on how science evolves over time. That book had a big influence on my thinking then, and it continues to influence me. Indeed, that book seems especially pertinent to this particular issue for reasons which I will explain later on in this essay.

Corporate Power In The Public Eye: Reassessing The Implications Of Berle’S Public Consensus Theory, Marc T. Moore, Antoine Rebérioux

Seattle University Law Review

We analyze Berle’s overall corporate governance project in accordance with what we see as its four core sub-themes: (A) the limitations of external market forces as a constraint on managerial decision-making power; (B) the desirability of internal (corporate) over external (market) actors in allocating corporate capital; (C) civil society and the public consensus as a continuous informal check on managerial decision-making power; and (D) shareholder democracy (as opposed to shareholder primacy or shareholder wealth maximization) as a socially instrumental institution. We seek to debunk the popular misconception that Berle’s early work was a defense of the orthodox shareholder primacy paradigm …

Virtual Shareholder Meetings Reconsidered, Lisa Fairfax

All Faculty Scholarship

In 2000 Delaware enacted a statute enabling corporations to host meetings solely by electronic means of communication rather than in a physical location. Since that time, several states have followed Delaware's lead, and the American Bar Association has proposed changing the Model Business Corporation Act to provide for some form of virtual shareholder meetings. Many states believed that such meetings would prove to be an important device for shareholders who desire to increase their voice within the corporation. Instead, very few companies have taken advantage of the ability to host such meetings. This Article provides some data on state statutes …

Power In The Corporate Boardroom : Development Of Board Power And Ceo Power Indexes, David Gavin

Legacy Theses & Dissertations (2009 - 2024)

This study focused on the development of two new measures: one of board of director power and one of CEO power. The first goal was to develop a new measure of board power. While there have been many studies on the individual elements of board power, the empirical results have been inconsistent and mixed. The underlying position of this paper is that no single element adequately explains the relationship between board power and outcome variables such as firm financial performance. In this study, the new board power measure was composed of multiple elements and an index was created.

Why Does Corporate Governance Matter? Evidence From Seasoned Bond Offerings, Fang Wang

Dissertations and Theses Collection (Open Access)

To examine the importance of corporate governance, I look at how management and investors behave in the event of seasoned bond offerings, controlling for the corporate governance structure of issuing firms. I find that companies with the weakest governance structure aggressively manipulate their earnings upwards during the two years prior to the debt issuances. And when the bond offerings are announced to the market, these same firms experienced positive abnormal returns over a three day event period, indicating that investors of poorly governed firms value a debt financing for the alleged decrease in agency cost.

The Impact Of Macroeconomic Uncertainty On Firms Changes In Financial Leverage, Atreya Chakraborty

Atreya Chakraborty

We investigate the relationship between a firm’s measures of corporate gov- ernance, macroeconomic uncertainty and changes in leverage. Recent research highlights the role of governance in financing decisions. Previous research also indicates that macroeconomic uncertainty affects a firm’s ability to borrow. In this paper we investigate how both these channels of influence affects firms’ financing decisions. Our findings show that macroeconomic uncertainty has an important role to play, both by itself and in interaction with a measure of corporate governance.