Journal of Financial Economics
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Опубликовано на портале: 06-02-2007John E. Core, Robert W. Holthausen, David F. Larcker Journal of Financial Economics. 1999. No. 51. P. 371-406.
We find that measures of board and ownership structure explain a significant amount of cross-sectional variation in CEO compensation, after controlling for standard economic determinants of pay. Moreover, the signs of the coefficients on the board and ownership structure variables suggest that CEOs earn greater compensation when governance structures are less effective. We also find that the predicted component of compensation arising from these characteristics of board and ownership structure has a statistically signifficant negative relation with subsequent firm operating and stock return performance. Overall, our results suggest that firms with weaker governance structures have greater agency problems; that CEOs at firms with greater agency problems receive greater compensation; and that firms with greater agency problems perform worse.
Corporate Governance Proposals and Shareholder Activism: The Role of Institutional Investors [статья]
Опубликовано на портале: 16-04-2007Stuart L. Gillan, Laura T. Starks Journal of Financial Economics. 2000. Vol. 57. No. 2. P. 275-305.
We study shareholder proposals across a period of substantial activity and 2nd systematic differences both across sponsor identity and across time. To measure the success of shareholder activism, we examine voting outcomes and short-term market reactions conditioned on proposal type and sponsor identity. The voting analysis documents that sponsor identity, issue type, prior performance and time period are important influences on the voting outcome. Proposals sponsored by institutions or coordinated groups appear to act as substitutes gaining substantially more support than proposals sponsored by individuals. The nature of the stock market reaction, while typically small, varies according to the issue and the sponsor identity.
Опубликовано на портале: 18-04-2007Milton Harris, Artur Raviv Journal of Financial Economics. 1988. No. 20. P. 203-235.
In this paper, we derive conditions under which the simple majority voting rule for electing controlling management and one share-one vote constitute a socially optimal corporate governance rule. We also show that other majority rules and/or multiple classes of shares are not socially optimal. Finally we show that an entrepreneur would choose to "issue two securities, one with only cash flow claims and no votes and one with only votes and no cash flow claims, ff this were allowed. This scheme, regardless of the majority rule adopted, is not socially optimal.
Опубликовано на портале: 17-04-2007Hamid Mehran Journal of Financial Economics. 1995. Vol. 38. No. 2. P. 163-184.
An examination of the executive compensation structure of 153 randomly-selected manufacturing firms in 1979-1980 provides evidence supporting advocates of incentive compensation, and also suggests that the form rather than the level of compensation is what motivates managers to increase firm value. Firm performance is positively related to the percentage of equity held by managers and to the percentage of their compensation that is equity-based. Moreover, equity-based compensation is used more extensively in firms with more outside directors. Finally, firms in which a higher percentage of the shares are held by insiders or outside blockholders use less equity-based compensation.
Опубликовано на портале: 18-04-2007Jun-Koo Kang, Anil Shivdasani Journal of Financial Economics. 1995. Vol. 38. No. 1. P. 29-58.
We examine the role of corporate governance mechanisms during top executive turnover in Japanese corporations. Consistent with evidence from U.S. data, the likelihood of nonroutine turnover is significantly related to industry-adjusted return on assets,excess stock returns, and negative operating income, but is not related to industry performance. The sensitivity of nonroutine turnover to earnings performance is higher for firms with ties to a main bank than for firms without such ties. Outside succession in Japan is more likely for firms with large shareholders and a main bank relationship. We document performance improvements subsequent to nonroutine turnover and outside succession.
Опубликовано на портале: 29-10-2008Rafael La Porta, Florencio Lopez-de-Silanes, Andrei Shleifer, Robert W. Vishny Journal of Financial Economics. 2000. Vol. 58. No. 1-2. P. 3-27.
Recent research has documented large differences among countries in ownership concentration in publicly traded firms, in the breadth and depth of capital markets, in dividend policies, and in the access of firms to external finance. A common element to the explanations of these differences is how well investors, both shareholders and creditors, are protected by law from expropriation by the managers and controlling shareholders of firms. We describe the differences in laws and the effectiveness of their enforcement across countries, discuss the possible origins of these differences, summarize their consequences, and assess potential strategies of corporate governance reform. We argue that the legal approach is a more fruitful way to understand corporate governance and its reform than the conventional distinction between bank-centered and market-centered financial systems.
Опубликовано на портале: 18-04-2007Mark R. Huson, Paul H. Malatesta, Robert Parrino Journal of Financial Economics. 2004. Vol. 74. No. 2. P. 237-275.
We examine CEO turnover and firm financial performance.Accounting measures of performance relative to other firms deteriorate prior to CEO turnover and improve thereafter. The degree of improvement is positively related to the level of institutional shareholdings, the presence of an outsider-dominated board, and the appointment of an outsider (rather than an insider) CEO.Turnover announcements are associated with significantly positive average abnormal stock returns, which are in turn significantly positively related to subsequent changes in accounting measures of performance.This suggests that investors view turnover announcements as good news presaging performance improvements.
Опубликовано на портале: 29-10-2008Simeon Djankov, Rafael La Porta, Florencio Lopez-de-Silanes, Andrei Shleifer Journal of Financial Economics. 2008. Vol. 88. No. 3. P. 430-465..
We present a new measure of legal protection of minority shareholders against expropriation by corporate insiders: the anti-self-dealing index. Assembled with the help of Lex Mundi law firms, the index is calculated for 72 countries based on legal rules prevailing in 2003, and focuses on private enforcement mechanisms, such as disclosure, approval, and litigation, that govern a specific self-dealing transaction. This theoretically grounded index predicts a variety of stock market outcomes, and generally works better than the previously introduced index of anti-director rights.
Опубликовано на портале: 17-04-2007Ronald C. Lease, John J. McConnell, Wayne H. Mikkelson Journal of Financial Economics. 1983. Vol. 11. No. 1-4. P. 439-471.
This paper tests the hypothesis that the future distribution of payoffs provided by a common stock depends upon whether ownership of the stock also conveys control over the firm's activities. For 26 firms that had two classes of common stock outstanding, the class with superior voting rights traded at a premium relative to the other class. However, in four firms where the ownership structure of the firm also included a class of voting preferred stock, the class of common with superior voting rights traded at a significant discount relative to the class of common with inferior voting rights. The analysis suggests that there are both benefits and costs of corporate control.
Опубликовано на портале: 17-04-2007Tatiana Nenova Journal of Financial Economics. 2003. Vol. 68. No. 3. P. 325-351.
This paper measures the value of corporate voting rights, specifically of the control block of votes, in a sample of 661 dual-class firms in 18 countries, in 1997. A consistent measure across countries is proposed. The measure is adjusted for takeover probability, block-holding costs, and dividend and liquidity differences between the share classes. The value of controlblock votes varies widely across countries. It is close to half of firm market value in South Korea, and close to zero in Finland. The value of control-block votes is interpreted as a lower bound for actual private benefits of the controlling shareholder. The legal environment, law enforcement, investor protection, takeover regulations, andpower-concentrating corporate charter provisions explain 68% of the cross-country variation in the value of control-block votes.