Всего публикаций в данном разделе: 596
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.
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: 16-04-2007Jorge Farinha Universidade do Porto Economia Discussion Paper. 2003. No. 2003-06.
This paper reviews the theoretical and empirical literature on the nature and consequences of the corporate governance problem, providing some guidance on the major points of consensus and dissent among researchers on this issue. Also analysed is the effectiveness of a set of external and internal disciplining mechanisms in providing a solution for the corporate governance problem. Apart from this, particular emphases are given to the special conflicts arising from the relationship between managers and shareholders in companies with large ownership diffusion, the issue of managerial entrenchment and the link between firm value and corporate governance.
Опубликовано на портале: 16-04-2007Leora F. Klapper, Inessa Love World Bank Policy Research Working Papers. 2004. No. 2818.
We use recent data on firm-level corporate governance (CG) rankings across 14 emerging markets and find that there is wide variation in firm-level governance in our sample and that the average firmlevel governance is lower in countries with weaker legal systems.We explore the determinants of firmlevel governance and find that governance is correlated with the extent of the asymmetric information and contracting imperfections that firms face. We also find that better corporate governance is highly correlated with better operating performance and market valuation. Finally, we provide evidence that firm-level corporate governance provisions matter more in countries with weak legal environments.
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.
Corporate Governance and Bank Performance: A Joint Analysis of the Static, Selection, and Dynamic Effects of Domestic, Foreign, and State Ownership [статья]
Опубликовано на портале: 16-04-2007Allen N. Berger, George R.G. Clarke, Robert Cull, Leora F. Klapper, Gregory F. Udell World Bank Policy Research Working Papers. 2005. No. 3632.
We jointly analyze the static, selection, and dynamic effects of domestic, foreign, and state ownership on bank performance. We argue that it is important to include indicators of all the relevant governance effects in the same model. "Nonrobustness" checks (which purposely exclude some indicators) support this argument. Using data from Argentina in the 1990s, our strongest and most robust results concern state ownership. State-owned banks have poor long-term performance (static effect), those undergoing privatization had particularly poor performance beforehand (selection effect), and these banks dramatically improved following privatization (dynamic effect). However, much of the measured improvement is likely due to placing nonperforming loans into residual entities, leaving "good" privatized banks.
Опубликовано на портале: 16-04-2007Todd Mitton Emerging Markets Review. 2004. Vol. 5. No. 4. P. 409-426.
In a sample of 365 firms from 19 countries, I show that firms with stronger corporate governance have higher dividend payouts, consistent with agency models of dividends. In addition, the negative relationship between dividend payouts and growth opportunities is stronger among firms with better governance. I also show that firms with stronger governance are more profitable, but that greater profitability explains only part of the higher dividend payouts. The positive relationship between corporate governance and dividend payouts is limited primarily to countries with strong investor protection, suggesting that firm-level corporate governance and country-level investor protection are complements rather than substitutes.
Опубликовано на портале: 16-04-2007Paul A. Gompers, Joy L. Ishii, Andrew Metrick Quarterly Journal of Economics. 2003. Vol. 118. No. 1. P. 107-155.
Shareholder rights vary across firms. Using the incidence of 24 unique governance rules, we construct a "Governance Index" to proxy for the level of shareholder rights at about 1500 large firms during the 1990s. An investment strategy that bought firms in the lowest decile of the index (strongest rights) and sold firms in the highest decile of the index (weakest rights) would have earned abnormal returns of 8.5 percent per year during the sample period. We find that firms with stronger shareholder rights had higher firm value, higher profits, higher sales growth, lower capital expenditures, and made fewer corporate acquisitions.
Опубликовано на портале: 16-04-2007Wolfgang Drobetz, Andreas Schillhofer, Heinz Zimmermann European Financial Management. 2004. Vol. 10. No. 2. P. 267–293.
Recent empirical work shows evidence for higher valuation of firms in countries with a better legal environment. We investigate whether differences in the quality of firmlevel corporate governance also help to explain firm performance in a cross-section of companies within a single jurisdiction. Constructing a broad corporate governance rating (CGR) for German public firms, we document a positive relationship between governance practices and firm valuation. There is also evidence that expected stock returns are negatively correlated with firm-level corporate governance, if dividend yields are used as proxies for the cost of capital. An investment strategy that bought high-CGR firms and shorted low-CGR firms earned abnormal returns of around 12% on an annual basis during the sample period.
Опубликовано на портале: 16-04-2007Jae-Seung Baek, Jun-Koo Kang, Kyung Suh Park Journal of Financial Economics. 2004. Vol. 71. No. 2. P. 265-313.
We show that during the 1997 Korean financial crisis, chaebol firms with higher ownership concentration by unaffiliated investors experience a smaller reduction in their share value. Firms with higher disclosure quality and alternative sources of external financing also suffer less. In contrast, chaebol firms with concentrated ownership by controlling family shareholders experience a larger drop in the value of their equity. Firms in which the controlling shareholders' voting rights exceed their cash flow rights, borrow more from the main banks, and are highly diversified also have lower returns. Finally, we find that downsizing (diversifying expansionary) actions during the crisis have a positive (negative) effect on the value of chaebol firms. Our results suggest that change in firm value during such a crisis is a function of firm-level differences in corporate governance measures and owner-manager incentives.
Опубликовано на портале: 16-04-2007Lawrence D. Brown, Marcus L. Caylor SSRN Working Papers. 2004.
We create a broad measure of corporate governance, Gov-Score, based on a new dataset provided by Institutional Shareholder Services. Gov-Score is a composite measure of 51 factors encompassing eight corporate governance categories: audit, board of directors, charter/bylaws, director education, executive and director compensation, ownership, progressive practices, and state of incorporation. We relate Gov-Score to operating performance, valuation, and shareholder payout for 2,327 firms, and we find that better-governed firms are relatively more profitable, more valuable, and pay out more cash to their shareholders. We examine which of the eight categories underlying Gov-Score are most highly associated with firm performance. We show that good governance, as measured using executive and director compensation, is most highly associated with good performance. In contrast, we show that good governance as measured using charter/bylaws is most highly associated with bad performance. We examine which of the 51 factors underlying Gov-Score are most highly associated with firm performance. Some factors representing good governance that are associated with good performance have seldom been examined before (e.g., governance committee meets annually, independence of nominating committee). In contrast, some factors representing good governance that are associated with bad performance have often been examined before (e.g., consulting fees less than audit fees paid to auditors, absence of a staggered board, absence of a poison pill). Gompers, Ishii and Metrick (2003) created G-Index, an oft-used summary measure of corporate governance. G-Index is based on 24 governance factors provided by Investor Responsibility Research Center. These factors are concentrated mostly in one ISS category, charter/bylaws, which we show is less highly associated with good performance than are any of the other seven categories we examine. We document that Gov-Score is better linked to firm performance than is G-Index.
Опубликовано на портале: 16-04-2007Vidhi Chhaochharia, Yaniv Grinstein Johnson School Research Paper Series. 2005. No. 23-06 .
The 2001-2002 corporate scandals led to rules that affect the governance structure of public U.S. firms. We study the announcement effect of the rules on firm value. On average, the rules have a positive effect on firm value. Firms that need to make more changes to comply with the rules outperform firms that need to make fewer changes. We also find some evidence that the result is concentrated in large firms. Small firms that need to make more changes underperform small firms that need to make fewer changes, suggesting that the costs of the rules outweigh their benefits in small firms.
Опубликовано на портале: 16-04-2007Hollis Ashbaugh, Daniel W. Collins, Ryan LaFond SSRN Working Papers. 2004.
Separation of ownership and control in firms creates information asymmetry problems between shareholders and managers that expose shareholders to a variety of agency risks. This paper investigates the extent to which governance attributes that are intended to mitigate agency risk affect firms' cost of equity capital. We examine governance attributes along four dimensions: (1) financial information quality, (2) ownership structure, (3) shareholder rights, and (4) board structure. We find that firms reporting larger abnormal accruals and less transparent earnings have a higher cost of equity, whereas firms with more independent audit committees have a lower cost of equity. We also find that firms with a greater proportion of their shares held by activist institutions receive a lower cost of equity, whereas firms with more blockholders have a higher cost of equity. Moreover, we find a negative relation between the cost of equity and the independence of the board and the percentage of the board that owns stock. Collectively, the governance attributes we examine explain roughly 8% of the cross-sectional variation in firms' cost of capital and 14 % of the variation in firms' beta. The results support the general hypothesis that firms with better governance present less agency risk to shareholders resulting in lower cost of equity capital.
Опубликовано на портале: 16-04-2007Ricardo P. C. Leal, Andre L. Carvalhal-da-Silva SSRN Working Papers. 2005.
We construct a corporate governance practices index (CGI) from a set of 24 questions that can be objectively answered from publicly available information. Our goal was to measure the overall quality of corporate governance practices of the largest possible number of firms without the biases and low response ratios typical of qualitative surveys. CGI levels have improved over time in Brazil. CGI components demonstrate that Brazilian firms perform much better in disclosure than in other aspects of corporate governance. We find very high concentration levels of voting rights leveraged by the widespread use of indirect control structures and non-voting shares. Control has concentrated between 1998 and 2002. We do not find evidence for either entrenchment or incentives in Brazil using ownership percentages but find that the separation of control from cash flow rights destroys value. The CGI maintains a positive, significant, and robust relationship with corporate value. A worst-to-best improvement in the CGI in 2002 would lead to a .38 increase in Tobin's q. This represents a 95% rise in the stock value of a company with the average leverage and Tobin's q ratios. Considering our lowest CGI coefficient, a one point increase in the CGI score would lead to a 6.8% rise in the stock price of the average firm in 2002. We found no significant relationship between governance and the dividend payout but there are indications that dividend payments are greater when control and cash flow rights concentration are greater. We place our results in context by offering a comparative analysis with Chile. We would offer a sound "yes" if asked whether good corporate governance practices increase corporate value in Brazil.
Опубликовано на портале: 16-04-2007Christopher W. Anderson, Terry L. Campbell II Journal of Corporate Finance. 2004. Vol. 10. No. 3. P. 327-354.
We investigate external and internal corporate governance activity observed at Japanese banks over 1985–1996. External governance appears to be inactive, and even after the onset of the banking crisis of the 1990s there are few mergers, failures, and other changes in ownership and control. Prior to the banking crisis we do not find a relation between bank performance and executive turnover. In contrast, non-routine turnover of bank presidents is inversely related to both stock returns and profitability in the 1990s. Consequently, internal governance activity is observable following the onset of the Japanese banking crisis, a period otherwise characterized by inactive external governance and regulatory forbearance.
Corporate Governance, Business Group Affiliation, and Firm Performance: Descriptive Evidence from Pakistan [статья]
Опубликовано на портале: 16-04-2007WaQar I. Ghani, Junaid Ashraf CMER Working Paper. 2004. No. 05-35.
This study examines business groups and their impact on corporate governance in Pakistan. We use non-financial firms listed on the Karachi Stock Exchange of Pakistan for 1998-2002 periods in order to select group and non-group samples. Our analysis find that group firms have higher liquidity/short-term debt paying ability, and lower financial leverage than those of the non-group firms in each of the five years and when averaged over five-years. More importantly, we find that for the group firms, the five-year mean values of revenues and the five-year mean values of total assets grew faster than those of the non-group firms. Based on mean values of ROA, we find that group firms are more profitable than non-group firms in each year and over all five-years combined. In contrast, Tobin’s Q results (a market valuation measure) show that the mean values for each year and for all five-years combined are lower than those of the non-group firms. Our industry-level results are roughly consistent with those of the full samples. The divergence between ROA and Tobin’s Q suggests that external shareholders perceive firms affiliated with business groups to have relatively lower transparency and weaker corporate governance mechanisms than firms not affiliated with business groups. As a consequence, the market participants appear to discount the value of group firms even though these firms are more profitable than non-group firms. We interpret this evidence to indicate that investors view the business-group as a mechanism to expropriate minority shareholders. On the other hand, the comparative financial performance results suggest that business groups in Pakistan are efficient economic arrangements that substitute for missing or inefficient outside institutions and markets. We feel that our preliminary work substantially contributes to our understanding of business groups and their relationship to corporate governance and economic development in Pakistan
Опубликовано на портале: 16-04-2007C.B. Ingley, Nicholas T. van der Walt Corporate Governance. 2004. Vol. 12. No. 4. P. 534-551.
The paper outlines the problems of conflicts of interest for fiduciary shareholders with respect to the stock of publicly owned companies in their portfolios and considers various approaches proposed to address these problems. The questions of whether fiduciary problems are the result of a vacuum of ownership and an imbalance of power, and the extent to which regulatory reform and shareholder activism can resolve these problems, are examined. From this analysis a framework is developed that describes the sources, outcomes and factors contributing to the effectiveness of conflict management in the context of the current investment environment. A series of recommendations for mediating conflicts of interest by changing board architectures are presented. These recommendations apply principles of participative corporate democracy to the overall governance system.
Опубликовано на портале: 16-04-2007Maria Maher, Thomas Andersson OECD Working Papers. 1999.
This paper examines some of the strengths, weaknesses, and economic implications associated with various corporate governance systems in OECD countries. Each country has through time developed a wide variety of mechanisms to overcome the agency problems arising from the separation of ownership and control. We discuss the various mechanisms employed in different systems (e.g. the market for corporate control, executive remuneration schemes, concentrated ownership, cross-shareholdings amongst firms) and assess the evidence on whether or not they are conducive to firm performance and economic growth. For example, we show how the corporate governance framework can impinge upon the development of equity markets, R&D and innovative activity, and the development of an active SME sector, and thus impinge upon economic growth. Several policy implications are identified.
Опубликовано на портале: 16-04-2007Oren Fuerst, Sok-Hyon Kang Yale School of Management Working Papers. 2004. ysm108.
We examine whether ownership and governance characteristics are associated with the firm s operating performance and stock price. We hypothesize that while ownership structure and governance mechanisms impact the firm's operating performance, they can also impact stakeholders abilities to expropriate rents from other stakeholders. We use a two-step estimation approach to assess whether the benefits of a better governance system manifest as higher operating performance, or as a premium on share price. To mitigate potential problems from using conventional accounting performance measures, we use Ohlson s (1995) expected residual income (ERI) valuation metric, which is conceptually superior to conventional measures. Results suggest that (1) higher share ownership of the CEO, corporate insiders, and outside directors has a strong positive impact on both firm performance (measured by the ERI metric) and market value; (2) large ownership of outside shareholders has a negative impact on the firm s operating performance; (3) presence of a controlling shareholder has an adverse distributive effects for other shareholders; (4) after controlling for ownership, there is no improvement in operating performance or share value from having greater representation of outside directors, or having a larger board; and (5) variables representing the CEO s stature the CEO s tenure and the board chairmanship have a negative impact on the firm.
Опубликовано на портале: 16-04-2007Bernard S. Black, Hasung Jang, Woochan Kim Journal of Law, Economics, and Organization. 2006. Vol. 22. No. 2. P. 366-413.
We report strong OLS and instrumental variable evidence that an overall corporate governance index is an important and likely causal factor in explaining the market value of Korean public companies. We construct a corporate governance index (KCGI, 0~100) for 515 Korean companies based on a 2001 Korea Stock Exchange survey. In OLS, a worst-to-best change in KCGI predicts a 0.47 increase in Tobin's q (about a 160% increase in share price). This effect is statistically strong (t = 6.12) and robust to choice of market value variable (Tobin's q, market/book, and market/sales), specification of the governance index, and inclusion of extensive control variables. We rely on unique features of Korean legal rules to construct an instrument for KCGI. Good instruments are not available in other comparable studies. Two-stage and three-stage least squares coefficients are larger than OLS coefficients and are highly significant. Thus, this paper offers evidence consistent with a causal relationship between an overall governance index and higher share prices in emerging markets. We also find that Korean firms with 50% outside directors have 0.13 higher Tobin's q (roughly 40% higher share price), after controlling for the rest of KCGI. This effect, too, is likely causal. Thus, we report the first evidence consistent with greater board independence causally predicting higher share prices in emerging markets.