Business Administration, Management, and Operations Commons^™

Fiduciary Duty Or Loyalty? Evidence From Co-Opted Boards And Corporate Misconduct, Rashid Zaman, Nader Atawnah, Ghasan A. Baghdadi, Jia Liu

Research outputs 2014 to 2021

We examine the effect of co-opted boards on corporate misconduct and document a significant positive relationship. Utilising a large sample of public U.S. companies from the period 2001 to 2015, we find that a one standard deviation increase in the proportion of co-opted directors on a board leads to a 4.3% rise in corporate misconduct. This outcome is robust to a series of sensitivity tests and continues to hold after accounting for potential endogeneity concerns. Further analyses indicate that co-opted directors propose fewer board agenda items, exhibit lower attendance at board meetings, and receive compensation packages in excess of industry …

أثر حوكمة الشركات على جودة التدقيق في الاردن - The Effect Of Corporate Governance On Audit Quality In Jordan, Medhat Bsoul

Al Jinan الجنان

This study was conducted to investigate the effect of corporate governance on the audit quality in Jordan. this study is applied on service company listed on Amman Stock Exchange for the year 2010, which constitute of (68) public service companies. To achieve study objective, the information from annual reports of these companies was used, as many independent variables as (existence of an audit committee in the company, the number of members of non-executives in the Board of Directors of the company, total assets, the company›s life, and the debt ratio) used as measure of corporate governance. And the proportion of …

Uber, Jeffrey S. Harrison, Bryant Holden, Kelli Mckenna, Scott Mcquiddy, Alex Wiles

Robins Case Network

Uber focuses primarily on the ride-hailing industry, which puts the company in direct competition with regular taxis. The company is like a lot of tech-driven, fast growing entrepreneurial firms in that it still struggles for profitability. Also, the popularity of this new form of transportation has put the company and its close competitors, such as Lyft, in the spotlight of government lawmakers and regulators. If they classify Uber drivers as employees rather than independent contractors, it could dramatically alter the Uber business model. This case is written in the aftermath of the ouster of one of the company’s co-founders as …

Callon Petroleum's Bid For Carrizo Oil, Woodrow D. Richardson, John Marsh

Business

Since the fall of the price of oil in 2015, there had been significant consolidation among unconventional oil and gas producers in Texas, so initially few were shocked when in July of 2019 directors of Callon Petroleum and Carrizo Oil & Gas announced agreement on a $3.2 billion merger. However, 9.5% of Callon Petroleum was owned by Paulson & Co., a Wall Street hedge fund that strongly disagreed with the deal. Directors had cited numerous advantages, like administrative consolidation, but the hedge fund had alleged the benefits were constructed to justify management bonuses and buy-outs. Furthermore, Paulson & Co. asserted …

Increasing Gender Diversity On Corporate Boards: Voices Of Male And Female Directors In The United States, Vasilia Vasiliou

2020

An emerging literature highlights the lack of gender diversity on corporate boards, its implications, and the need for more scholarship and theoretical development on board diversity. According to this literature, to better understand the reasons behind the persistent underrepresentation of women on boards (WOB), of particular importance is the need to access boards directly for data, as opposed to focusing solely on human capital, firm, and board characteristics. This dissertation research directly accesses both male and female board directors using a qualitative interview approach and employs grounded theory techniques to investigate (a) how and why corporate boards appoint members, and …

“Can Entrepreneurs Sell Their Firms And Still Own Them?”: The Adoption Of Dual-Class Structures And Their Effects On Ipo Performance, Nitin Kumar Singh

Management Dissertations - Archive

Dual-class Structures enable entrepreneurs to separate voting rights and cash-flow rights in arbitrary proportions to exercise control of the firm. Dual-class structures allow entrepreneurs to retain the benefits of being private and reap the benefits of going public. This dissertation identifies the governance, firm-specific, and strategic antecedents of firms that adopt dual-class structures and determines its effect on IPO performance. This study finds that firms that adopt fewer governance mechanisms, have a greater number of insiders, are younger, have a higher level of sales, pursue risky strategies (such as internationalization, acquisition, and innovation) are more likely to adopt dual-class structures. …

Essays On The Roles Of Employee Representatives On The Board In Corporate Policy-Making, Amirhossein Fard

Theses and Dissertations

This dissertation consists of four chapters, investigating the roles of employee representatives on the board in corporate policies in a sample of European countries. I examine the role of employee representatives on the board in firms’ merger and acquisition intensity and performance. In addition, I study the value-creating roles of these directors. In particular, I study the effects of employee representative directors on the firms’ pay gap between the CEO and average employees. In chapter Ι, I describe the background on the idea behind the presence of employee representatives and how the laws mandating this presence have changed in Europe. …

Sustainable Wealth Creation: Applying Instrumental Stakeholder Theory To The Improvement Of Social Welfare, Thomas M. Jones, Jeffrey S. Harrison

Management Faculty Publications

This chapter briefly reviews core ideas and research results in the existing instrumental stakeholder theory (IST) literature and then applies the IST concept to the simultaneous pursuit of two objectives—advancing social welfare, the presumed goal of morally legitimate social systems in general, and preserving the key elements of shareholder wealth enhancement—the traditional goal of the corporation. In so doing, we expand the range of ethical approaches to IST beyond deontological principles (e.g., treat stakeholders fairly; be trustworthy in dealing with stakeholders) present in extant versions of IST, to a consequentialist focus (i.e., a utilitarian concern for “the greatest good for …

Securities Disclosure As Soundbite: The Case Of Ceo Pay Ratios, Steven A. Bank, George S. Georgiev

Faculty Articles

This Article analyzes the history, design, and effectiveness of the highly controversial CEO pay ratio disclosure rule, which went into effect in 2018. Based on a regulatory mandate contained in the Dodd-Frank Act of 2010, the rule requires public companies to disclose the ratio between CEO pay and median worker pay as part of their annual filings with the Securities and Exchange Commission (SEC). The seven-year rulemaking process was politically contentious and generated a level of public engagement that was virtually unprecedented in the long history of the SEC disclosure regime. The SEC sought to minimize compliance costs by providing …

A New Standard For Governance: Reflections On Worker Representation In The United States, Julian Constain

Fordham Journal of Corporate & Financial Law

The contemporary state of corporate law in the United States is one that is skewed toward the archaic principle of shareholder primacy. This narrow conception of corporate purpose has resulted in governance mechanisms that tend to overlook the many stakeholders that are affected by, and, in turn, affect the bottom line of modern corporations. In the wake of the recently proposed Accountable Capitalism Act, this Note investigates the viability of adopting a system of mandated worker board representation—codetermination—in the United States. The Note employs a comparative analysis of the German and Swedish experiences with codetermination, and then evaluates the policy, …

Stakeholder Theory, Robert A. Phillips, Jay B. Barney, R. Edward Freeman, Jeffrey S. Harrison

Management Faculty Publications

Though there is clearly a “family resemblance” to the work that is typically done under its bailiwick, stakeholder theory continues to resist precise circumscription. Like the organizations it attempts to understand, the boundaries of the theory remain contentious. While various attempts have been made to clearly define the parameters of stakeholder theory (i.e., Clarkson Center for Business Ethics, 1999; Donaldson & Preston, 1995; Freeman, et al., 2010; Jones & Wicks, 1999; Phillips, 2003; Phillips, Freeman & Wicks, 2003), none of these efforts has gained universal acceptance. The following, which combines ideas from a variety of well-known sources (Freeman, 1984; Freeman, …

Do Conflicts Of Interest Require Outside Boards? Yes. Bsps? Maybe., Usha Rodrigues

Scholarly Works

From the Symposium: Outsourcing the Board: How Board Service Providers Can Improve Corporate Governance

Boards of directors are curious creatures. The law generally requires corporations to have them—indeed, they are the focus of the corporate law we teach in Business Associations in U.S. law schools. The corporation is managed by directors or under their direction; directors hire and fire officers; directors are necessary for fundamental transactions.

But the reason why corporations have directors is not entirely clear. In the prototypical privately held corporation, the family firm, the same individuals serve both as directors and officers. The CEO (better known as …

The Compliance Process, Veronica Root

Faculty Scholarship

Even as regulators and prosecutors proclaim the importance of effective compliance programs, failures persist. Organizations fail to ensure that they and their agents comply with legal and regulatory requirements, industry practices, and their own internal policies and norms. From the companies that provide our news, to the financial institutions that serve as our bankers, to the corporations that make our cars, compliance programs fail to prevent misconduct each and every day. The causes of these compliance failures are multifaceted and include general enforcement deficiencies, difficulties associated with overseeing compliance programs within complex organizations, and failures to establish a culture of …

Contracts And Hierarchies: A Moral Examination Of Economic Theories Of The Firm, Jooho Lee

All Faculty Open Access Publications

An influential set of economic theories argue that the firm is a nexus of contracts that institute a hierarchy to overcome the problems of incomplete contracting in the market. However, the economic theory of the firm as a hierarchy violates the moral requirement to respect the autonomy of those who contract into the firm. The internal logic of the theory depends on a morally unacceptable abdication of a part of the employee’s capacity to set her own ends in the future. So a different theory is needed to understand the nature and purpose of the firm. The development of such …

Corporate Governance Deviance, Ruth V. Aguilera, William Q. Judge, Siri A. Terjesen

Management Faculty Publications

We develop the concept of corporate governance deviance and seek to understand why, when, and how a firm adopts governance practices that do not conform to the dominant governance logic. Drawing on institutional theory, coupled with both the entrepreneurship and corporate governance literature, we advance a middle-range theory of the antecedents of corporate governance deviance that considers both the institutional context and firm-level agency. Specifically, we highlight the centrality of a firm's entrepreneurial identity as it interacts with the national governance logic to jointly create corporate governance discretion (i.e., the latitude of accessible governance practices) within the firm. We argue …

Corporate Governance Implementation In The Nigerian Banking Industry, David Nkata Bassey

Walden Dissertations and Doctoral Studies

The increasing level of fraud, the collapse of banks, and the loss of confidence in the Nigerian banking industry have been attributed to poor corporate governance. The problem of this study was effective implementation of corporate governance in Nigeria where multiple regulations are in place. The purpose of this qualitative single case study was to understand how corporate governance is implemented in the Nigerian banking industry in the face of a multiplicity of regulations. The research question investigated how Nigerian bank managers implement corporate governance regulations in the face of a multiplicity of regulations. The conceptual framework was grounded in …

The Effect Of Corporate Governance On The Change In Market Valuation Of Corporate Spin-Offs: An Empirical Investigation Of Spun-Off Subsidiaries, Orhan Volkan Ozbek

Management Dissertations - Archive

This dissertation focuses on the change in market valuation of spun-off subsidiaries two years after the corporate spin-off. A review of the literature indicates that the research pertaining to determinants of the market valuation following corporate spin-offs from the perspective of spun-off subsidiaries has been limited. While the extensive corporate governance literature indicates that different governance structures of the firm have diverse implications on the choice of firm strategies and associated performance, our knowledge of how these governance elements might impact the change in market valuation of spun-off subsidiaries is virtually nonexistent. Grounded in agency, resource dependence, and upper echelons …

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 …

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 …

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 …

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 …

Research Brief: "Military Ceos", Institute For Veterans And Military Families At Syracuse University

Institute for Veterans and Military Families

This study found that firms run by CEOs who have served in the military have lower investment and Research and Development (R&D) expenditures. In practice, firms and organizations should consider hiring chief executive officers (CEOs) with military experience if they are looking for “change agents” who will create an ethical, effective, and team-oriented organizational culture. In policy, the Department of Defense (DoD), Department of Labor (DoL), and the Department of Veterans Affairs (VA) might partner to ensure that material on business leadership, human resource management in the civilian sector, and business ethics are integrated into program offerings, including TAP. Suggestions …

Shareholder Advocacy In Corporate Elections: Case Studies In Proxy Voting Websites For Retail Investors, Robin Miller

Sustainability and Social Justice

One of the key rights shareholders retain is the right to vote on issues affecting the companies in which they invest. This voting right is seen as one of the primary means of exercising diligent corporate governance (Cole 2003, Fairfax 2009). Only 28 percent of individual investors vote in corporate elections compared with 91 percent of institutional investors. Informed voting decisions at corporate elections can be very information intensive, and theories of rational apathy and the free rider problem may explain a lack of participation from individual investors.

Many shareholders cannot attend annual corporate meetings, so they …

The Role Of Corporate Governance In Preventing Bank Failures In Zimbabwe., Bernard Chidziva

Walden Dissertations and Doctoral Studies

The 2008-2009 global financial crisis resulting in some banks collapsing has raised questions about the corporate governance of financial institutions. Some bank managers lack an understanding of the role of corporate governance in preventing bank failures. In this multiple case study, data were collected through interviews and triangulated with annual reports to explore the strategies some bank managers need to improve their understanding of the role of corporate governance in preventing bank failures in Zimbabwe. The 7 study participants were purposefully recruited from a larger population of 19 bank managers responsible for corporate governance and compliance operating in Zimbabwe between …

The Determinants And Consequences Of Disclosure Committee Adoption, Lyle Roy Schmardebeck

Graduate Theses and Dissertations

After the passage of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission recommended that companies voluntarily adopt disclosure committees to aid in preparing company disclosures. In this paper, I investigate the determinants and consequences of disclosure committee adoption. I find that companies with material weaknesses in internal controls over financial reporting and less readable 10-K filings are more likely to adopt disclosure committees. In consequences analyses, using a propensity score matched control sample and a difference-in-differences research design, I find that 10-K filings are longer and less readable after disclosure committee adoption. However, consistent with institutional theory, I …

Firm-Level Corporate Governance In The Context Of Emerging Market Firm Internationalization, Luisa F. Melo

2015

This dissertation focuses on internal corporate governance structures, ownership and boards of directors, of emerging market firms (EMNEs). In the context of recent and rapid internationalization, this research aims to make empirical, theoretical and policy contributions. In the first decade of the 21st century, EMNEs became a defining feature of global investment. Emerging market economies attract more than half of global FDI inflows and are counted among the top-20 global investors (World Investment Report, 2011). Explanations of EMNE activity should be grounded in established international business theory; this allows for insights possible through a corporate governance lens.

However, the study …

Bridging Executive Succession Gaps: Organizational Factors That Most Accelerate Executive Readiness, Carolynn Cameron

Student Scholarship

Much has been written on the topic of leadership development however little on the development of top executives, and virtually nothing on the most efficient ways of developing executives. With succession pipelines to executive jobs weak across S&P 500 firms, executive succession weakness poses a real financial, continuity and governance risk to systems globally. To address this phenomenological gap, the authors conducted a qualitative inquiry involving semi-structured interviews with managers in a single S&P 50 global firm that operates across three industries. By probing into the "lived worlds" of these executive successors and high performing non-successors, new insight has been …

Bridging Executive Succession Gaps: Organizational Factors That Most Accelerate Executive Readiness, Carolynn Cameron

Student Scholarship

Much has been written on the topic of leadership development however little on the development of top executives, and virtually nothing on the most efficient ways of developing executives. With succession pipelines to executive jobs weak across S&P 500 firms, executive succession weakness poses a real financial, continuity and governance risk to systems globally. To address this phenomenological gap, the authors conducted a qualitative inquiry involving semi-structured interviews with managers in a single S&P 50 global firm that operates across three industries. By probing into the "lived worlds" of these executive successors and high performing non-successors, new insight has been …

Women Directors On Public Company Boards: Does A Critical Mass Affect Leverage?, Cindy K. Harris

Business and Economics Faculty Publications

This study examines the relationship between corporate leverage (the ratio of total debt to total assets) and gender diversity on US public company boards, with particular focus on boards that have at least 25% women directors. Using this critical mass of women eliminates from consideration boards with lesser female representation, whose female directors may be marginalized in their contributions to board functioning and decision-making. I hypothesize that when boards have this minimum threshold of gender diversity, the influence of risk-averse female directors will impact board decisions related to financing, resulting in lower debt ratios when compared to boards with no …