Всего статей в данном разделе : 365
Опубликовано на портале: 23-03-2007Robert Eli Rosen Connecticut Law Review. 2003. Vol. 35. P. 1157-1184.
Enron Board's Finance Sub-Committee's approval of the first bankrupting Raptor transaction, Talon, is examined in as much detail as published documents allow. In so doing, this article examines a failure of corporate social responsibility. As not only members of the public were harmed, but also Enron's residual owners, the shareholders, this article examines a failure of corporate governance. The examination reveals that the decision was governed by analyses of the transaction's risks. The examination also reveals that the sub-committee was presented with false risk management information. The article highlights the importance of the risk management function, especially in corporations redesigned, or re-engineered, by strategies of outsourcing and project team management.
Stakeholders under pressure: corporate governance and labour management in Germany and Japan [статья]
Опубликовано на портале: 24-11-2008Gregory Jackson Corporate Governance: An International Review. 2005. Vol. 13. No. 3. P. 419-428.
A small but significant stream of research has emerged on how changes in corporate governance impact labour management, particularly in countries with stakeholder-oriented corporate governance. This paper briefly reviews existing empirical and theoretical literature on the links between corporate governance and labour management. Then it compares recent trends in Germany and Japan in terms of how changes in corporate governance affect the distribution of value-added, employment adjustment, pay systems and employee participation. Germany and Japan have proven able to adapt and modify their stakeholder model of employment and employee participation to changing circumstances. However, the size of the core model is getting smaller.
Опубликовано на портале: 18-04-2007Caspar Rose Corporate Governance: An International Review. 2005. Vol. 13. No. 5. P. 691-701.
After the emergence of the Cadbury Report in 1992, several countries in the EU, including Denmark, issued their own guidelines of corporate governance. However, whether such recommendations benefit shareholders is a controversial question. This article presents an empirical analysis of financial performance and the composition of semi-two-tier boards using a unique sample of Danish listed firms. It is shown that board size, proportion of insiders and positions held by board members in other firms do not significantly impact performance. Only the average age of the board has a significantly negative impact on performance. Thus, it is argued that board structure only plays crucial role when a firm is in financial trouble or faces a major threat – not under normal circumstances.
Опубликовано на портале: 22-03-2007Christian Strenger Econometrica. 2004. Vol. 12. No. 1.
Recent empirical research confirms that companies with demanding governance standards achieve higher market valuations. Due to the complexity of specific corporate governance matters, there is a rising need for a systematic and quantitative evaluation approach for corporate governance. In Germany, a Corporate Governance Scorecard has been developed that fulfils the key goals defined by analysts and investors. It has a standardised format, can be applied efficiently, is available at no cost and enables self-assessments by companies as well as sector-specific comparisons. The German Scorecard has not only found good reception at the national financial community, but has also been adapted around the world, especially in emerging countries.
Опубликовано на портале: 24-11-2008Ruth Aguilera, Gregory Jackson Academy Of Management Review. 2003. Vol. 28. No. 3. P. 447-465.
We develop a theoretical model to describe and explain variation in corporate governance among advanced capitalist economies, identifying the social relations and institutional arrangements that shape who controls corporations. what interests corporations serve. and the allocation of rights and responsibilities among corporate stakeholders. Our "actor-centered" institutional approach explains firm-level corporate governance practices in terms of institutional factors that shape how actors' interests are defined ("socially constructed") and represented. Our model has strong implications for studying issues of international convergence.
Опубликовано на портале: 19-04-2007Benjamin E. Hermalin, Michael Steven Weisbach Rochester Business-Financial Research and Policy Studies. 1991. No. 91-02.
This paper attempts to measure difference in firm performance caused by broad composition and ownership structure. These two variables are intended to measure the direct incentives and monitoring faced by top management. We also control for a number of otheк variables that are likely to be correlated with corporate performance. We do so to improve the precision of our estimates, as well as to eliminate much of the omitted-variable bias that has undoubtedly affected previous studies of board composition.
Опубликовано на портале: 22-03-2007Chris Mallin, Andy Mullineux, Clas Wihlborg Corporate Governance: An International Review. 2005. Vol. 13. No. 4. P. 532–541.
Post 1992 Cadbury Committee report developments in UK corporate governance provisions are reviewed. The role of institutional investors, and the financial sector as a whole, in corporate governance is considered. Practices in "Continental Europe", the UK and the US are contrasted, along with the roles of banks, strategic investors ("insiders"), institutional investors ("outsiders") and capital markets. To be effective, capital markets must be efficient and competitive and auditing must be reliable. Current EU and US reform proposals are compared and prospects for convergence in corporate governance procedures assessed.
The Impact of Public Opinion on Board Structure Changes, Director Career Progression, and CEO Turnover: Evidence from CalPERS’ Corporate Governance Program [статья]
Опубликовано на портале: 17-04-2007YiLin Wu Journal of Corporate Finance. 2004. Vol. 10. No. 1. P. 199-227.
Extant research investigates the effects of legal mechanisms and shareholder activism on corporate governance. Zingales [Journal of Finance 55 (2000) 1623] calls for research concerning the effects of public opinion on corporate governance. The California Public Employees’ Retirement System (CalPERS) influences public opinion by publicly naming the companies having poor corporate governance. This study hypothesizes that public naming by CalPERS damages the reputations of management and directors at these companies, and these companies respond by improving their corporate governance. This hypothesis is supported by three findings. First, companies are more likely to decrease the number of inside directors after being named publicly by CalPERS. A large proportion of departing inside directors remains full-time employees in the named companies. Second, departing inside directors are less likely to take up future directorships after their companies are named publicly by CalPERS. Finally, the likelihood of CEO dismissal increases and the relation between performance and CEO dismissal becomes stronger after companies are named publicly by CalPERS. These three findings are consistent with the hypothesis that CalPERS influences public opinion and that reputation concerns are effective in compelling companies to improve their corporate governance system.
The Impact of the Roles, Structure and Process of Boards on Firm Performance: evidence from Turkey [статья]
Опубликовано на портале: 18-04-2007Veysel Kula Corporate Governance: An International Review. 2005. Vol. 13. No. 2. P. 265-276.
This study aims at investigating the impact of the roles, structure and process of boards on performance of Turkish companies. Drawing on the data obtained from a sample of 386 mostly small and non-listed stock ownership companies, it was found that the separation of chairman and general manager positions has significant positive impact on firm performance. From the board roles of control, service and resource acquisition, firm performance was found to be positively related only to the level of adoption of resource acquisition role. It was also found that the effectiveness, information access and performance evaluation attributes of boards are positively and significantly associated with firm performance.
Опубликовано на портале: 14-06-2006Phillippe Desbrières, Alain Schatt Journal of Business Finance & Accounting. 2002. Vol. 29. No. 5/6. P. 695-730.
This paper investigates the financial characteristics and changes in performance of French companies involved in a leveraged buyout. The empirical study covers a sample of 161 MBOs in France from 1988 to 1994. The acquired firms outperform their counterparts in the same sector of activity before and after the buyout. However, unlike findings concerning LBOs in the USA and the UK, the performance of French firms falls after the operation is completed. This downturn in performance seems to be less detrimental to former subsidiaries of groups than to former family businesses.
The International Evidence on Performance and Equity Ownership by Insiders, Blockholders, and Institutions [статья]
Опубликовано на портале: 14-06-2006Bruce Seifert, Halit Gonenc, Jim Wright Journal of Multinational Financial Management. 2005. Vol. 15. No. 2. P. 171-191.
This paper examines the effects of equity ownership by insiders and equity ownership by blockholders and institutions on performance using samples of firms from four countries (United States, United Kingdom, Germany, and Japan). While there are no consistent relationships between insider ownership or blockholder/institutional ownership on performance across the four countries, there are nevertheless significant associations between ownership of these groups and performance within the four countries. Our results may indicate that the effects of insider ownership and/or blockholders/institutions depend very much on local laws or the local business environment. In contrast, the effects of the control factors on performance are much more consistent. Leverage, for example, tends to have a negative effect while capital expenditures and sales growth both generally have a positive effect.
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: 16-04-2007Amir N. Licht Delaware Journal of Corporate Law. 2004. Vol. 29. No. 3. P. 649-746.
This paper considers the raison d’être of corporations as it is refl ected in the maximands of corporate governance. The debate over stockholders’ versus stakeholders’ interests as such maximands has been raging for decades. Advances in economic theory have not only failed to resolve this debate but have established that the problem is graver than what many may have estimated. This paper turns this debate on its head: Instead of asking What or Whose interests should corporations maximize, the real question is Why is this debate taking place at all? Aiming to extend current economic analyses of the maximands issue, this paper puts forward a new theory about the factors that determine these maximands. Recent advances in psychological research point to value emphases at the individual and societal levels and to the need for cognitive closure as such factors. The theory proposes the notion of value complexity as an organizing element that may associate certain value emphases with cognitive style. Overall, this theory provides explanations for various sticky points in the stockholder-stakeholder debate in the United States and in international settings, identifi es gaps in other theoretical accounts, and generates testable hypotheses for empirical research. Extant evidence supports this theory.
Опубликовано на портале: 17-04-2007Huimin Cui, Y.T. Mak Journal of Corporate Finance. 2002. Vol. 8. No. 4. P. 313-336.
Several studies have examined the relationship between managerial ownership and firm performance/value (e.g., [Journal of Financial Economics 20 (1988) 293; Journal of Financial Economics 27 (1990) 595; Journal of Corporate Finance 5 (1999) 79]). Using different samples, these studies provide general support for the argument that increases in managerial ownership create countervailing interest alignment and entrenchment effects, leading to a nonlinear relationship between managerial ownership and firm performance. However, the actual form of this nonlinear relationship differs across the studies. The present paper examines the relationship between managerial ownership and performance for high R&D firms that are listed on the NYSE, AMEX and NASDAQ. We find that Tobin’s Q initially declines with managerial ownership, then increases, then declines again and, finally, increases again—a W-shaped relationship. The findings from our study point to the importance of industry effects in the relationship between managerial ownership and firm performance.