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Всего публикаций в данном разделе: 596

Опубликовано на портале: 16-04-2007
Bernard S. Black, Hasung Jang, Woochan Kim ECGI - Finance Working Paper. 2005.  No. 87.
This paper contributes to a new literature on the factors that affect firms' corporate governance practices. We find that regulatory factors are highly important, largely because Korean rules impose special governance requirements on large firms (assets > 2 trillion won). Industry factors, firm size, and firm risk are also important. Other firm-specific factors only modestly affect governance even when they are statistically significant. This suggests that many Korean firms do not choose their governance to maximize share price. Among firm-specific factors, the most significant are size (larger firms are better governed) and firm risk (riskier firms are better governed). Long-term averages of profitability and equity finance need are significant, where short-term averages are not. This is consistent with sticky governance, in which firms alter their governance slowly in response to economic factors. In a companion paper, we report evidence that the corporate governance index used here predicts higher share prices for Korean firms. Black, Jang and Kim, Does Corporate Governance Affect Firms' Market Values? Evidence from Korea,: Journal of Law, Economics and Organization (forthcoming 2005), http://ssrn.com/abstract=311275
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Опубликовано на портале: 16-04-2007
Bernard S. Black, Inessa Love, Andrei Rachinsky SSRN Working Papers. 2006. 
There is increasing evidence that broad measures of firm-level corporate governance predict higher share prices. However, almost all prior work relies on cross-sectional data. This work leaves open the possibility that endogeneity or omitted firm-level variables explain the observed correlations. We address the second possibility by offering time-series evidence from Russia for 1999-present, exploiting a number of available governance indices. We find an economically important and statistically strong correlation between governance and market value both in OLS and in fixed effects regressions with firm-index fixed effects. We also find large differences in coefficients and significance levels, including some sign reversals, between OLS and fixed effects specifications. This suggests that cross-sectional results may be unreliable. We also find significant differences in the predictive power of different indices, and in the components of these indices. How one measures governance matters.
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Опубликовано на портале: 16-04-2007
Rob Bauer, Nadja Guenster, Roger Otten Journal of Asset Management. 2004.  Vol. 5. No. 2. P. 91-104. 
This paper analyses whether good corporate governance leads to higher common stock returns and enhances firm value in Europe. Throughout, this study uses Deminor Corporate Governance Ratings for companies included in the FTSE Eurotop 300. Following the approach of Gompers et al. (2003, ‘Corporate Governance and Equity Prices’, Quarterly Journal of Economics, 118, 107–55), portfolios are built consisting of well-governed and poorly governed companies and their performances are compared. The impact of corporate governance on firm valuation is also examined. The results show a positive relationship between these variables and corporate governance. This relationship weakens substantially after adjusting for country differences. Finally, the relationship between corporate governance and firm performance is analysed, as approximated by net profit margin and return on equity. Surprisingly, and contrary to Gompers et al. (2003), a negative relationship is found between governance standards and these earnings-based performance ratios for which possible implications are discussed.
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Опубликовано на портале: 16-04-2007
David F. Larcker, Scott A. Richardson SSRN Working Papers. 2005. 
We examine the relation between a broad set of corporate governance indicators and various measures of managerial decision making and organizational performance. Using a sample of 2,106 firms, we distill 39 structural measures of corporate governance (e.g., board characteristics, stock ownership, institutional ownership, activist stock ownership, existence of debt-holders, mix of executive compensation, and anti-takeover variables into 14 governance constructs using principal components analysis. We find that these 14 constructs are related to future operating performance, have a somewhat mixed association with abnormal accruals, Tobin’s Q, and future excess stock returns, and little relation to class action lawsuit and accounting restatements.
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Опубликовано на портале: 16-04-2007
Morris G. Danielson, Jonathan M. Karpoff Journal of Corporate Finance. 1998.  Vol. 4. No. 4. P. 347-371. 
We document a large and broad-based increase in the use of corporate governance provisions in the late 1980s. As a result, most large publicly traded firms have complex governance structures. This violates an assumption implicit in many empirical studies that provision use is mutually independent. While overall provision use is not systematically related to industry grouping, the uses of some types of provisions are correlated. Most notably, supermajority vote requirements, classified boards, and shareholder meeting requirements tend to be used in concert. Firms reincorporating to Delaware tend to eliminate cumulative voting, and coverages by certain types of state antitakeover laws are correlated. We also find that firms with poison pills tend to have relatively high institutional ownership, low managerial ownership, and a high proportion of independent directors.
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Опубликовано на портале: 16-04-2007
Czes Szarycz, Barry Jeffress, Dr. Jan Szarycz SAS The Power to Know. 2004. 
In recent years, both private and public sectors have been dedicating considerable attention to the issue of corporate governance. No one is surprised that the private sector’s regulators these days demand more transparency when it comes to governance processes. Spectacular corporate collapses and corporate scandals in Australia and abroad have resulted in high level shareholder distrust, as many opinion surveys demonstrate. The purpose of this paper is to present an integrated strategic management system and describe how such a system might work in the public sector environment. It will further argue that the integrity of the relationship between external and internal performance management frameworks is the essential component of effective corporate governance processes. To illustrate these principles, a case study will be presented, illustrating how an Outcome/Output framework can be integrated with the Balanced Scorecard and then cascaded throughout an agency.

Опубликовано на портале: 16-04-2007
Tomas Jandik, Craig G. Rennie ECGI - Finance Working Paper. 2005.  No. 59/2004.
This paper investigates the evolution of corporate governance and firm performance in emerging markets. It focuses on Czech ammunition manufacturer Sellier and Bellot (S&B) following voucher privatization in 1993. Exogenously imposed diffuse ownership, combined with legal, capital market, and accounting defi ciencies, contributed to poor corporate governance and weak fi rm performance. It also impeded corporate governance change toward optimal concentrated ownership structure. Five years of dismal accounting and stock return performance, default, and a failed attempt to sell the company passed before a single blockholder acquired control, installed new management, and dramatically improved profi tability. This study is one of the fi rst todescribe the path of evolution from a suboptimal to an optimal governance structure. Turnaround was accomplished through the adoption of monitoring and incentive mechanisms known to mitigate owner-manager agency confl icts in developed countries. The S&B experience has policy implications for emerging countries undergoing mass privatization.
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Опубликовано на портале: 16-04-2007
Art Durnev, E.Han Kim Journal of Finance. 2005.  Vol. LX. No. 3. P. 1461-1493. 
Data on corporate governance and disclosure practices reveal wide within-country variation that decreases with the strength of investors' legal protection. A simple model identifies three firm attributes related to that variation: investment opportunities, external financing, and ownership structure. Using firm-level governance and transparency data in 27 countries, we find that all three firm attributes are related to the quality of governance and disclosure practices and that firms with higher governance and transparency rankings are valued higher in stock markets. All relations are stronger in less investor-friendly countries, demonstrating that firms adapt to poor legal environments to establish efficient governance practices.
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Опубликовано на портале: 16-04-2007
Robert 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.
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Опубликовано на портале: 23-03-2007
Lawrence D. Brown, Marcus L. Caylor SSRN Working Paper Series. 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.
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Опубликовано на портале: 23-03-2007
Robert 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.
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Опубликовано на портале: 22-03-2007
Lucian Arye Bebchuk, Alma Cohen, Allen Ferrell Harvard Law School John M. Olin Center Discussion Paper. 2004.  No. 491.
We investigate which provisions, among a set of twenty-four governance provisions followed by the Investor Responsibility Research Center (IRRC), are correlated with firm value and stockholder returns. Based on this analysis, we put forward an entrenchment index based on six provisions - four constitutional provisions that prevent a majority of shareholders from having their way (staggered boards, limits to shareholder bylaw amendments, supermajority requirements for mergers, and supermajority requirements for charter amendments), and two takeover readiness provisions that boards put in place to be ready for a hostile takeover (poison pills and golden parachutes). We find that increases in the level of this index are monotonically associated with economically significant reductions in firm valuation, as measured by Tobin's Q. We present suggestive evidence that the entrenching provisions cause lower firm valuation. We also find that firms with higher levels of the entrenchment index were associated with large negative abnormal returns during the 1990-2003 period. Moreover, examining all sub-periods of two or more years within this period, we find that a strategy of buying low entrenchment firms and selling short high entrenchment firms out-performs the market in most such periods and does not under-perform the market even in a single sub-period. Finally, we find that the provisions in our entrenchment index fully drive the correlation, identified by prior work, that the IRRC provisions in the aggregate have with reduced firm value and lower stock returns during the 1990s; we do not find any evidence that the other eighteen IRRC provisions are negatively correlated with either firm value or stock returns during the 1990-2003 period. The data on which this paper is based is available for downloading at Lucian Bebchuk's home page.
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Corporate Governance [статья]
Опубликовано на портале: 22-03-2007
Jean Tirole Econometrica. 2001.  Vol. 69. No. 1. P. 1-35. 
The paper first develops an economic analysis of the concept of shareholder value, describes its approach, and discusses some open questions. It emphasizes the relationship between pledgeable income, monitoring, and control rights using a unifying and simple framework. The paper then provides a first and preliminary analysis of the concept of the stakeholder society. It investigates whether the managerial incentives and the control structure described in the first part can be modified so as to promote the stakeholder society. It shows that the implementation of the stakeholder society strikes three rocks: dearth of pledgeable income, deadlocks in decision-making, and lack of clear mission for management. While it fares better than the stakeholder society on those three grounds, shareholder value generates biased decision-making; the paper analyzes the costs and benefits of various methods of protecting noncontrolling stakeholders: covenants, exit options, flat claims, enlarged fiduciary duty.
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Опубликовано на портале: 22-03-2007
Pierre-Yves Gomez, Harry Korine Corporate Governance: An International Review. 2005.  Vol. 13. No. 739. P. 739–752. 
Under what conditions do stakeholders consent to a regime of corporate governance? We propose that consent by the governed in corporate governance cannot be satisfactorily explained without reference to the collective value of procedural fairness that underlies markets. Drawing on the social psychology of justice and the political economy of social choice, we highlight the critical role played by democratic procedures in achieving consent by the governed in modern society. This line of reasoning leads us to suggest that the evolution of corporate governance, too, can be understood in terms of Tocqueville's well-known hypothesis that democracy eventually prevails in all spheres of organised activity. Examining the historical record of institutional reform in France, Germany, the United Kingdom and the United States, we find that corporate governance has indeed evolved to make increasing use of democratic procedures. Viewed over the long-term of two centuries of capitalist development, corporate governance is seen to have successively incorporated enfranchisement, separation of powers and representation. In conclusion, we consider the implications of basing the study of corporate governance on the question of stakeholder consent and the practice of corporate governance on the procedures of democracy.
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Опубликовано на портале: 22-03-2007
Gerhard Cromme Corporate Governance: An International Review. 2005.  Vol. 13. No. 3. P. 362-367. 
The term "corporate governance", and all that it implies, is now in everyday use in Germany. This is due to the enormous changes Germany has experienced in recent years, in international business, international finance and in German industrial structures. This contribution deals with recent changes in the German system of corporate governance. After a short historical review, the major elements of the international context that form the background for changes in Germany are discussed. This is followed by an explanation of the German Corporate Governance Code and its role, concluding with a prospectus for further possible developments and a summary of key points.
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Опубликовано на портале: 22-03-2007
Harilaos Mertzanis Econometrica. 2001.  Vol. 9. No. 89.
This article presents the reasons which led the business community in Greece to reconsider existing corporate governance practices of listed corporations in the Athens Stock Exchange, outlines the general rationale for the creation and adoption of specific recommendations for best corporate practice, presents the recommendations in full detail and finally provides suggestions for the required corporate legal reform.
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Опубликовано на портале: 22-03-2007
Roszaini Haniffa, Mohammad Hudaib Journal of Business Finance & Accounting. 2006.  Vol. 33. No. 7-8. P. 1034–1062. 
This study investigates the relationship between the corporate governance structure and performance of 347 companies listed on the Kuala Lumpur Stock Exchange (KLSE) between 1996 and 2000. We found board size and top five substantial shareholdings to be significantly associated with both market and accounting performance measures. In addition, we found a significant relationship between multiple directorships and market performance while role duality and managerial shareholdings are significantly associated with accounting performance. The result is robust with respect to controls for gearing, company size, industry membership and growth opportunities.
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Опубликовано на портале: 22-03-2007
Mehmet Ugur, Melsa Ararat Corporate Governance: An International Review. 2006.  Vol. 14. No. 4. P. 325–348. 
Recent work on corporate governance has highlighted the effects of corporate governance quality on macroeconomic crises, especially in the context of South-East Asian economies. However, the possibility of reverse causation from macroeconomic performance to corporate governance has been overlooked. This paper aims to address this issue by examining the relationship between macroeconomic stabilisation and corporate governance reforms in Turkey since the 1999 and 2001 crises. We demonstrate that the prospect of macroeconomic stability has led to extensive corporate governance reforms for two reasons. First, recent return to macroeconomic stability has been underpinned by public governance reforms, which spilled over to the area of corporate governance. We call this the statutory reform effect. Second, macroeconomic stability tended to have a positive effect on firms' investment in corporate governance quality. We call this the voluntary reform effect. To substantiate these findings, we examine the post-1999 developments in the following areas: (i) the effectiveness of regulatory authorities; (ii) disclosure and transparency rules; and (iii) the quality of the enforcement regime.
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Опубликовано на портале: 22-03-2007
Chris 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.
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Опубликовано на портале: 22-03-2007
William Judge, Irina Naoumova Econometrica. 2004.  Vol. 12. No. 3.
Developing an effective corporate governance system is key to Russia's future. Russia is now at a crossroads as it decides to either continue pursuing the Anglo-American form of governance with its emphasis on external market controls, or turn to a more Western European model with its emphasis on internal controls, or some combination of the two. To make these challenges more tangible and bring them into sharper focus, we discuss some of the governance challenges facing four bellwether Russian firms – Gazprom, Sberbank, Wimm-Bill-Dann and Mobile TeleSystems. We conclude with a discussion of the key institutional forces that will heavily influence the path taken by Russia in the future, along with predictions for the future.
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