Corporate Law: Law & Finance eJournal最新文献_第6页

The Mitigating Effect of Audit Committee Financial Expertise on the Voluntary Adoption of Clawback Policies 审计委员会财务专门知识对自愿采用追回政策的缓解作用

Corporate Law: Law & Finance eJournal Pub Date : 2017-06-03 DOI: 10.2139/ssrn.2160951

Yan Zhang, Nan Zhou

{"title":"The Mitigating Effect of Audit Committee Financial Expertise on the Voluntary Adoption of Clawback Policies","authors":"Yan Zhang, Nan Zhou","doi":"10.2139/ssrn.2160951","DOIUrl":"https://doi.org/10.2139/ssrn.2160951","url":null,"abstract":"Clawback policies are compensation recovery policies that provide companies with the ability to recoup incentive-based compensation in the event of a financial fraud. We investigate whether the mandatory clawback provision in the Dodd-Frank Act is necessary or whether existing provisions under the Sarbanes-Oxley Act (SOX) are sufficient in inducing problematic firms to voluntarily adopt clawbacks. Specifically, we examine the relation between financial expertise on audit committees and voluntary adoption of clawback policies in the pre-Dodd-Frank period, separating audit committee financial expertise into accounting- and non-accounting financial expertise and classifying clawbacks into fraud-based- and non-fraud based clawbacks. While firms with restatement history are more likely to adopt fraud-based clawbacks due to SOX Section 304, the financial expertise on audit committees has a mitigating effect on the voluntary adoption of clawback policies. Greater accounting financial expertise is more likely to result in voluntary adoption of fraud-based clawbacks for firms without prior restatements. On the contrary, accounting and non-financial expertise are less likely to result in the voluntary adoption of fraud-based clawbacks for firms with prior restatements. Consistent with the signaling hypothesis, this suggests that accounting experts are more in favor of adopting fraud-based clawbacks when they are not associated with any previous accounting scandals, whereas both accounting experts and non-financial experts are against adopting fraud-based clawbacks when they could be implicated by prior financial frauds. Since non-fraud based clawbacks do not serve as signals, neither accounting- nor non-accounting financial expertise is related to the adoption of non-fraud based clawbacks. Our results suggest that the mandatory clawback requirement in Dodd-Frank can eliminate the mitigating effect of audit committee financial expertise on the voluntary adoption of clawback policies.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"57 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2017-06-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"80494398","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 2

How to Test Your Insider Trading Rule and its Effectiveness?: Price Movements and the Empirical Data from Taiwan 如何测试你的内幕交易规则及其有效性?:价格变动与台湾的实证数据

Corporate Law: Law & Finance eJournal Pub Date : 2017-02-13 DOI: 10.2139/ssrn.2916076

Chien-chung Lin, Huan-Ting Wu

{"title":"How to Test Your Insider Trading Rule and its Effectiveness?: Price Movements and the Empirical Data from Taiwan","authors":"Chien-chung Lin, Huan-Ting Wu","doi":"10.2139/ssrn.2916076","DOIUrl":"https://doi.org/10.2139/ssrn.2916076","url":null,"abstract":"This study focuses on the rule prohibiting insider trading in securities law and its effectiveness. In theory, a pending M&A activity has great potential to induce substantial price movement in the public market after its announcement. However, a prohibition of insider trading prevents people who have the knowledge about a pending M&A from using this information to garner the price difference, when a latter announcement leads to increasing public price. In this view, in an ideal world, when a prohibition of insider trading is in place and taking its full effect, the price should only start to move toward the target price right after the news of M&A activity is publicly announced. Conversely, if the stock price starts to reflect the target price before its public announcement, that implies a likely leak of private information and a failure of insider trading prohibition rule. In other words, through observing the price movements before and after the mergers and acquisitions event samples, we can produce an approximation of the effectiveness of the insider trading law in place. \u0000This paper examines M&A data in Taiwan, collecting from the disclosure system administered by Taiwan Financial Supervisory Commission from 2004 to 2016, as evidence to test the actual implementation of insider trading law in Taiwan and how forceful it is. The pattern of information leakage, when observed, provides a valuable understanding for the law enforcement department and its improvement. This result of empirical investigation, and the insight it provides, are particularly important because (1) insider trading is considered to be highly detrimental to the securities market and investor confidence, and (2) insider trading activities are not directly observable due to the secretive way the related information is exchanged and thus hard to gauge its level of actual occurrence.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"13 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2017-02-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"88435800","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Investor Sentiment and Conditional Accounting Conservatism 投资者情绪与条件会计稳健性

Corporate Law: Law & Finance eJournal Pub Date : 2017-01-04 DOI: 10.2139/ssrn.2893527

Rui Ge, Nicholas Seybert, F. Zhang

引用次数: 1

SEC Comment Letters and Bank Lending 证券交易委员会意见书和银行贷款

Corporate Law: Law & Finance eJournal Pub Date : 2017-01-01 DOI: 10.2139/ssrn.2727860

Lauren M. Cunningham, Roy Schmardebeck, Wei Wang

引用次数: 5

A Model of Shareholder Litigation as a Determinant of a Firm's Financial Policies 股东诉讼作为公司财务政策决定因素的模型

Corporate Law: Law & Finance eJournal Pub Date : 2016-11-23 DOI: 10.2139/ssrn.2814348

Vuk Talijan

引用次数: 0

Australia's Financial Ombudsman Service: An Analysis of its Role in the Resolution of Financial Hardship Disputes 澳大利亚金融申诉专员服务:分析其在解决财务困难纠纷中的作用

Corporate Law: Law & Finance eJournal Pub Date : 2016-10-25 DOI: 10.1002/CRQ.21187

P. Ali, E. Bourova, Joseph Horbec, I. Ramsay

引用次数: 1

Beyond Options 除了选项

Corporate Law: Law & Finance eJournal Pub Date : 2016-10-19 DOI: 10.2139/ssrn.2855954

A. Casey, E. Morrison

{"title":"Beyond Options","authors":"A. Casey, E. Morrison","doi":"10.2139/ssrn.2855954","DOIUrl":"https://doi.org/10.2139/ssrn.2855954","url":null,"abstract":"Scholars and policymakers now debate reforms that would prevent a bankruptcy filing from being a moment that forces valuation of the firm, crystallization of claims against it, and elimination of junior stakeholders’ interest in future appreciation in firm value. These reforms have many names, ranging from Relative Priority to Redemption Option Value. Much of the debate centers on the extent to which reform would protect the non-bankruptcy options of junior stakeholders, or harm the non-bankruptcy options of senior lenders. We argue that this focus on options misplaced. Protecting options is neither necessary nor sufficient for advancing the goal of a well-functioning bankruptcy system. What is needed is a regime that cashes out the rights of junior stakeholders with minimal judicial involvement. To illustrate, we propose an “automatic bankruptcy procedure” that gives senior creditors an option to restructure the firm’s debt or sell its assets at any time after a contractual default. Under this procedure, restructuring occurs in bankruptcy, but sales do not. Sales are either subject to warrants (which give junior stakeholders a claim on future appreciation) or are subject to judicial appraisal (which forces senior lenders to compensate junior stakeholders if the sale price was too low). Our proposal can be seen as an effort to design a formalized restructuring procedure that borrows from traditional state law governing corporate-control transactions. We show that this procedure minimizes core problems of current law — fire sales that harm junior stakeholders, delay that harms senior lenders, and the uncertainties generated by judicial valuation, which are exploited by all parties.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"44 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2016-10-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"73849135","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Skin in the Game for Credit Rating Agencies and Proxy Advisors: Reality Meets Theory 信用评级机构和代理顾问的切身利益:现实与理论的相遇

Corporate Law: Law & Finance eJournal Pub Date : 2016-03-29 DOI: 10.2139/ssrn.2756033

Asaf Eckstein

{"title":"Skin in the Game for Credit Rating Agencies and Proxy Advisors: Reality Meets Theory","authors":"Asaf Eckstein","doi":"10.2139/ssrn.2756033","DOIUrl":"https://doi.org/10.2139/ssrn.2756033","url":null,"abstract":"Financial markets function most efficiently when all of the actors perform their functions scrupulously and through the exertion of optimal effort. However, human nature demonstrates that people will often underperform if they lack sufficient incentives. In the case of the individuals and entities acting as agents in the U.S. financial markets, if these players do not perform appropriately, everyone suffers. This fact was clearly demonstrated through the scandals of Enron and Worldcom, as well as the recent financial crisis. One promising mechanism for motivating these entities is giving them ‘skin in the game:’ a direct financial interest in the companies affected by their actions. Skin in the game has become ubiquitous with regard to corporate ‘inside’ agents — the managers and directors who act on the corporation’s behalf — by providing them with stock options, bonuses, and other methods of pay-for-performance. So if giving inside agents skin in the game tends to motivate them to act in the corporation’s best interest, would such a mechanism be appropriate for the ‘outside’ agents — entities that are not actually part of the corporation, but perform work on its behalf or on behalf of investors? This Article fills a current void in the corporate scholarship by analyzing whether two particular kinds of outside agents — credit rating agencies and proxy advisory firms — should be given skin in the game. The “skin” would be a financial incentive tied to the success of the agent’s service: rating agencies would be paid with the debt instruments they rate, and proxy advisors with share-based payment. The analysis is heavily based on principal-agent literature. The article then applies theoretical insights derived from that literature and analyzes whether skin in the game would likely be beneficial with regard to proxy advisory firms and credit rating agencies. It concludes that skin in the game would likely be beneficial when dealing with rating agencies, but should be employed cautiously when dealing with proxy advisory firms.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"32 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2016-03-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"87960219","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 1

Comparative Corporate Governance: Old and New 比较公司治理:新旧

Corporate Law: Law & Finance eJournal Pub Date : 2016-03-01 DOI: 10.2139/ssrn.2756038

Martin Gelter

{"title":"Comparative Corporate Governance: Old and New","authors":"Martin Gelter","doi":"10.2139/ssrn.2756038","DOIUrl":"https://doi.org/10.2139/ssrn.2756038","url":null,"abstract":"The most fundamental comparative corporate governance debates have often focused on two issues. The first one concerns ownership structure: Why are large corporations in some corporate governance system owned by a multitude of disempowered shareholders, thus effectively giving management free rein? Why are corporations typically governed by a controlling shareholder or a coalition of controlling shareholders in other systems? The second issue is the role of other ‘constituencies’ of the corporation besides shareholders, of which labor is most central to the debate. Some jurisdictions explicitly give labor an influential voice in corporate affairs, whereas in others its influence is developed through factual power or unintended consequences of legislation. This chapter explores the interactions between firm ownership and labor, focusing on the United States on the one hand and Continental Europe, particularly Germany, on the other. It distinguishes between ‘old’ and ‘new’ comparative corporate governance, the former referring to the dichotomy studied by scholars of comparative corporate law up to the early 2000s. Recent changes, heralded by intermediated, but widespread share ownership are leading us to a new equilibrium whose contours have only begun to emerge. Over the past decades, outside investors have gained power both in the United States and in Continental Europe. However, neither in the US nor in Continental Europe has the traditional corporate governance system been completely superseded by a new one. The US remains to a large extent manager-centric. Continental Europe retains powerful large shareholders, and labor as an independent force has remained more important than in the United States. Outside institutional investors – sometimes from the US – have become a player to be reckoned with, thus adding an additional layer of complexity to the system.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"105 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2016-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"80759615","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 7

External and Internal Asset Partitioning: Corporations and Their Subsidiaries 外部和内部资产划分:公司及其子公司

Corporate Law: Law & Finance eJournal Pub Date : 2016-02-18 DOI: 10.1093/OXFORDHB/9780198743682.013.3

Henry Hansmann, Richard Squire

引用次数: 6