Всего статей в данном разделе : 430
«Секретные формулы» бизнес-планов [статья]
Опубликовано на портале: 22-12-2005Антон Соколов Директор-инфо. 2002. № 1.
Любой инвестиционный проект начинается с бизнес-плана, который подробно описывает технологическую и организационную сторону проведения проекта, механизм генерирования доходов, рассматривает систему внутренних и внешних факторов, влияющих на прибыльность проекта. В нем также дается заключение об эффективности вложений при различных уровнях требуемой инвестором доходности. Проблема планирования бизнеса слишком обширна. Поэтому автор останавливается на одном из аспектов, а именно основных показателях эффективности инвестиционного проекта. Оценка эффективности инвестиционного проекта призвана определить, насколько цена приобретаемого актива (размер вложений) соответствует будущим доходам с учетом рисков проекта.
Опубликовано на портале: 16-04-2007Robert M. Bowen, Shivaram Rajgopal, Mohan Venkatachalam EFA 2003 Annual Conference Papers. 2005. No. 127.
We investigate whether accounting discretion is (i) abused by opportunistic managers who exploit lax governance structures, or (ii) used by managers in a manner consistent with efficient contracting and shareholder value-maximization. Prior research documents an association between accounting discretion and poor governance quality and concludes that such evidence is consistent with abuse of the latitude allowed by accounting rules. We argue that this interpretation may be premature because, if such association is indeed evidence of opportunism, we ought to observe subsequent poor performance, ceteris paribus. Following Core et al. (1999) we conduct our analysis in two stages. In the first stage, we extend the prior literature and again find a link between poor governance and managers' accounting discretion. However, in the second stage we fail to detect a negative association between accounting discretion attributable to poor governance and subsequent firm performance. This suggests that, on average, managers do not abuse accounting discretion at the expense of firms' shareholders. Rather, we find some evidence that discretion due to poor governance is positively associated with future operating cash flows, which suggests that shareholders may benefit from earnings management, perhaps because it signals future performance.
Опубликовано на портале: 14-06-2006Mike Burkart, Fausto Panunzi Journal of Financial Intermediation. 2006. Vol. 15. No. 1. P. 1-31.
This paper analyzes the interaction between legal shareholder protection, managerial incentives, monitoring, and ownership concentration. Legal protection affects the expropriation of shareholders and the blockholder's incentives to monitor. Because monitoring weakens managerial incentives, both effects jointly determine the relationship between legal protection and ownership concentration. When legal protection facilitates monitoring better laws strengthen the monitoring incentives, and ownership concentration and legal protection are inversely related. By contrast, when legal protection and monitoring are substitutes better laws weaken the monitoring incentives, and the relationship between legal protection and ownership concentration is non-monotone. This holds irrespective of whether or not the large shareholder can reap private benefits. Moreover, better legal protection may exacerbate rather than alleviate the conflict of interest between large and small shareholders.
An Analysis of the Effect of Management Participation in Director Selection on the Long-Term Performance of the Firm [статья]
Опубликовано на портале: 18-04-2007William T. Callahan, James A. Millar, Craig Schulman Journal of Corporate Finance. 2003. Vol. 9. No. 2. P. 169-181.
A major criticism of corporate boards of directors is the absence of objectivity in appraising and monitoring management [The Business Lawyer, 48 (1992) 59–77]. Recently, Shivdasani and Yermack [Journal of Finance LIV (5) (1999) 1829] find that CEO involvement in board selection is associated with a greater proportion of gray and a lower proportion of outside director appointments. The question addressed here is whether corporate performance, as measured by Tobin’s q, is affected by management influence in the board nominating process. Agrawal and Knoeber [Journal of Financial and Quantitative Analysis, 31 (3) (1996) 377] find interdependence among seven mechanisms to control agency problems between managers and stockholders. Their finding suggests that cross-sectional OLS regressions of firm performance on a single mechanism may be misleading and that interpretation of multiple regression methods is weakened by multicollinearity. In this study,a principal component analysis (PCA) is employed to mitigate such problems. An index of management involvement in director nomination is constructed for a sample of 106 firms from 1989 to 1992 via a PCA method utilizing selected governance mechanisms within the nominating process. We find a positive relationship between management participation in the director selection process and corporate performance.
A new financial capitalism? Explaining the persistence of exit over voice in contemporary corporate governance [статья]
Опубликовано на портале: 24-11-2008Gregory Jackson European Management Review. 2008. Vol. 5. No. 1. P. 23-26.
The article 'A New Finance Capitalism?' raises an important paradox. Institutional investors are growing in size and the concentration of their stakes gives them potential influence over managers. Yet we observe an unexpected absence of shareholder activism and voice on the part of institutional investors in contemporary America. Concentration occurs without commitment. This comment further explores some reasons why today's largest investors seem resigned to or even to benefit from their relative passivity and preference of exit over voice. These reasons include conflicts of interest, market failures, lack of organizational capabilities, use of informal voice, and dependence of markets for corporate control. Corporate governance scholars have surprisingly little evidence on these topics, which suggest an important agenda for future research.
An Integrated Framework of Corporate Governance and Firm Valuation – Evidence from Switzerland [статья]
Опубликовано на портале: 16-04-2007Stefan Beiner, Wolfgang Drobetz, Markus Schmid, Heinz Zimmermann ECGI - Finance Working Paper. 2003. No. 34/2004 .
Recent empirical work shows evidence of a positive relationship between firm-specific corporate governance and firm valuation. Instead of looking at a single control mechanism, we use a broad corporate governance index and additional variables related to ownership structure, board characteristics, and leverage to provide a comprehensive description of firm-level corporate governance for a broad sample of Swiss firms. We carefully control for the endogeneity of these control mechanisms by developing a system of simultaneous equations. Our results support the widespread hypothesis of a positive relationship between corporate governance and Tobin’s Q.
An organizational approach to comparative corporate governance: Costs, contingencies, and complementarities [статья]
Опубликовано на портале: 24-11-2008Ruth Aguilera, Gregory Jackson, Igor Filatotchev, Howard Gospel Organization Science. 2008. Vol. 19. No. 3. P. 475-492 .
This paper develops an organizational approach to corporate governance and assesses the effectiveness of corporate governance and implications for policy. Most corporate governance research focuses on a universal link between corporate governance practices (e. g., board structure, shareholder activism) and performance outcomes, but neglects how interdependencies between the organization and diverse environments lead to variations in the effectiveness of different governance practices. In contrast to such closed systems approaches, we propose a framework based on open systems approaches to organizations, which examines these organizational interdependencies in terms of the costs, contingencies, and complementarities of different corporate governance practices. These three sets of organizational factors are useful in analyzing the effectiveness of corporate governance in diverse organizational environments. We also explore the impact of costs, contingencies, and complementarities on the effectiveness of different governance aspects through the use of stylized cases and discuss the implications for different approaches to policy such as soft law or hard law.
A Reprise of Size and R&D [статья]
Опубликовано на портале: 12-07-2007Wesley Marc Cohen, Steven Klepper Economic Journal. 1996. Vol. 106. No. 437. P. 925-951.
Numerous studies have shown that, within industries, the propensity to perform R&D and the amount of R&D conducted by performers are closely related to the size of the firm, while R&D productivity declines with firm size. These findings have been widely interpreted to indicate that there is no advantage to large firm size in conducting R&D. The authors show how a simple model based on the idea of R&D cost spreading can explain the prior findings about the R&D-firm size relationship, as well as additional features of the R&D-firm size relationship, implying an advantage to large size in R&D.
Are Two Heads Better than One? The Impact of Changes in Management Structure on Performance by Firm Size [статья]
Опубликовано на портале: 18-04-2007Oded Palmon, John K. Wald Journal of Corporate Finance. 2002. Vol. 8. No. 3. P. 213-226.
We investigate how switching between two alternative management structures affects firms, and how this impact varies with firm size. Under one structure a single executive serves as both chief executive officer (CEO) and chairman of the board (COB). Under the alternative structure two separate executives fill these positions. In order to evaluate which management structure is optimal, we examine the impact of a change in management structure on firm performance. A change from one to two executives induces negative abnormal returns for small firms, but positive abnormal returns for large firms. These impacts are also evident with accounting profitability measures of returns. Our results are consistent with the hypothesis that small firms benefit more from the clarity and decisiveness of decision-making under a single executive, while large firms benefit more from the checks and balances of having two executives in the CEO and COB positions. D 2002 Elsevier Science B.V. All rights reserved.
Blockholder Ownership: Effects on Firm Value in Market and Control Based Governance Systems [статья]
Опубликовано на портале: 14-06-2006Steen Thomsen, Torben Pedersen, Hans Kurt Kvist Journal of Corporate Finance. 2006. Vol. 12. No. 2. P. 246-269.
In this study, Granger tests are used to examine the relationship between blockholder ownership and the values of the largest companies in the European Union and the US. Previous studies on US data have found that blockholder ownership has no systematic effect on performance. We propose that these results may not apply to Continental Europe, where ownership concentration is typically higher, the level of investor protection is lower, and influential blockholders may have objectives other than shareholder value. In accordance with previous research, we find no significant association between blockholder ownership and prior or subsequent firm value in either the US or the UK. Nonetheless, in Continental Europe we find a negative association between blockholder ownership and firm value or accounting returns in the next period. Further analysis reveals that this association is significant only for companies with high initial levels of blockholder ownership (>10%). We interpret this finding as evidence of conflicts of interest between blockholders and minority investors. The percentage of blockholder ownership in Continental Europe may be too high from a minority shareholder value viewpoint.
Board Composition and Corporate Performance: How the Australian Experience Informs Contrasting Theories of Corporate Governance [статья]
Опубликовано на портале: 18-04-2007Geoffrey C. Kiel, Gavin J. Nicholson Corporate Governance: An International Review. 2003. Vol. 11. No. 3. P. 189-205.
In many respects, Australian boards more closely approach normative “best practice” guidelines for corporate governance than boards in other Western countries. Do Australian firms then demonstrate a board demographic-organisational performance link that has not been found in other economies? We examine the relationships between board demographics and corporate performance in 348 of Australia’s largest publicly listed companies and describe the attributes of these firms and their boards. We find that, after controlling for firm size, board size is positively correlated with firm value. We also find a positive relationship between the proportion of inside directors and the market-based measure of firm performance. We discuss the implications of these findings and compare our findings to prevailing research in the US and the UK.
Опубликовано на портале: 18-04-2007Vidhan K. Goyal, Chul W. Park Journal of Corporate Finance. 2002. Vol. 8. No. 1. P. 49-66.
We study whether bestowing chief executive officer (CEO) and board chairman duties on one individual affects a boards decision to dismiss an ineffective CEO. The results show that the sensitivity of CEO turnover to firm performance is significantly lower when the CEO and chairman duties are vested in the same individual. These results are consistent with the view that the lack of independent leadership in firms that combine the CEO and Chairman positions makes it difficult for the board to remove poorly performing managers.
Опубликовано на портале: 18-04-2007Eugene Kang, Asghar Zardkoohi Corporate Governance: An International Review. 2005. Vol. 13. No. 6. P. 786-799.
We suggest that the equivocal empirical results of board leadership structure on firm performance have both methodological and conceptual roots. We stress that whether board leadership structure enhances or lowers performance depends on its fit with a firm’s internal and external conditions, a point that has not been comprehensively addressed by the extant literature. To guide future research in this field, we develop five testable propositions and offer some suggestions on how these propositions may be empirically tested.
Board Models in Europe. Recent Developments of Internal Corporate Governance Structures in Germany, the United Kingdom, France, and Italy [статья]
Опубликовано на портале: 12-02-2007Klaus J. Hopt, Patrick C. Leyens ECGI - Law Working Paper. 2004. No. 18.
The struggle for efficient internal management control is the centre of the corporate governance debate in Europe since the incorporation of the Dutch Verenigde Oostindische Compagnie in 1602. Recent developments in Europe illustrate a trend towards specialised rules for listed companies and indicate growing convergence of internal control mechanisms independent of board structure. The revised Combined Code in the United Kingdom and also the French revised Principles of Corporate Governance, both of 2003, strengthen the presence of independent directors on one-tier boards in Europe. Another systemic break-through for the two-tier board model is the growing tendency to separate the positions of CEO and board chairman. For the German two-tier structure, the strengthening of the strategic role of the supervisory board (Aufsichtsrat) by the new German Corporate Governance Code of 2002 means an attempt to incorporate a key advantage of the one-tier model. Similarly, the control duties of the Italian internal auditing committee (collegio sindacale) were extended by the Testo Unico of 1998 and bring the Italian second board closer to the German supervisory board. The common trend to stricter standards of independence is challenged in Germany by its rigid concept of co-determination and, to a lesser extent, by the more fl exible model of labour participation in France. Director’s duties and liabilities and also derivative actions are a focus of the reform debate in Germany since 1998 and are currently under review in the United Kingdom. After the Enron debacle the interplay between internal control devices and independent external auditing has become a major focus of interest in all countries considered. Driven by Anglo-Saxon codes of conduct audit committees today serve as a common denominator for good corporate governance. Though formal convergence is strong company organs in each country take on their own specifi c garment. Path dependent system development especially depends on shareholder structures and banking systems. The trend to greater structural fl exibility on board level is strongly triggered by the introduction of a threefold board model choice under the French Loi Nouvelle Régulations Economique of 2001 and under the Italian Vietti-Reform that is in force since January 2004.
Опубликовано на портале: 18-04-2007Yangmin Kim Corporate Governance: An International Review. 2005. Vol. 13. No. 6. P. 800-808.
This paper examines the effects of board of directors’ network characteristics on firm performance using a sample of 199 large, publicly traded Korean companies from 1990 through 1999. Two board network characteristics are discussed, namely: board network density and board external social capital. Board network density is defined as the extensiveness or the cohesiveness of contact among the members of board of directors, and board external social capital refers to the degree to which board members have outside contacts in the external environment. The test results suggest that a moderate level of board network density enhances firm value, while too cohesive a board network destroys it. It is also found that board members’ elite school networks were positively associated with firm performance.