{"title":"The Single Supervisory Mechanism: Competitive Implications for the Banking Sectors in the Euro Area","authors":"Iryna Okolelova, J. Bikker","doi":"10.2139/ssrn.3309201","DOIUrl":"https://doi.org/10.2139/ssrn.3309201","url":null,"abstract":"This paper investigates the impact of the SSM's launch on the market power of banks in the large euro area economies. We employ the Lerner index and the Boone estimator, non-structural measures that capture different aspects of competition. Using the results of the Lerner index, we find evidence of the significant decrease in market power for the ECB supervised entities in Austria, France, Germany and Spain. In a similar vein, the Boone indicator points toward an increase in competition among significant supervised entities of Austria, France, Germany, Italy and Spain. The evidence on changes for the total banking sector are mixed, whereas no significant effect is found for the banks remaining under national supervision. We do not find any support for significant increases in the market power of banks in Italy or Spain, suggesting that large increases in concentration do not necessarily result in anticompetitive conduct.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"42 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-12-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"81002722","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}
{"title":"What Can We Learn from Stock Prices? Cash Flow, Risk and Shareholder Welfare","authors":"Joshua Mitts","doi":"10.1628/JITE-2019-0009","DOIUrl":"https://doi.org/10.1628/JITE-2019-0009","url":null,"abstract":"Price is expected cash flows discounted at the risk-free rate and a discount for risk exposure. Price-equivalency does not always imply welfare-equivalency: shareholders are not necessarily indifferent between a price increase of $1 from higher cash flows and the same $1 increase from lower risk exposure. Even in complete markets, if managers enjoy private benefits of control, the social planner may prefer lower risk exposure to a price-equivalent increase in firm value from greater investor protection. This has implications for event studies, the tradeoff between principal costs and agency costs, and the link between macroeconomic risk and corporate governance.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"65 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-11-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83743233","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}
{"title":"The Governance of Foundation-Owned Firms","authors":"Henry Hansmann, Steen Thomsen","doi":"10.2139/ssrn.1641496","DOIUrl":"https://doi.org/10.2139/ssrn.1641496","url":null,"abstract":"The burgeoning literature on corporate governance, both in economics and in law, has focused heavily on the agency costs of delegated management. It is therefore striking to encounter a large number of well-established and highly successful companies that have long been under the complete control of a self-appointing board of directors whose compensation is divorced from the profitability of the company and who cannot be removed or replaced by anyone except themselves. The companies in question are those controlled by “industrial foundations,” which are nonprofit entities that possess a controlling interest in an otherwise conventional business corporation. Although common throughout Northern Europe, industrial foundations are particularly numerous in Denmark, where they control a quarter of the country’s 100 largest corporations. We work with a data set of 110 foundation-owned Danish firms to explore whether, and how, the governance structure of industrial foundations helps explain the strong performance of the firms they control. Given the absence of substantial material incentives, we concentrate on governance structures. We find a strong and robust relationship between the structure of foundation governance and firm performance. These results reinforce the view that, with the proper governance structure, pure fiduciaries can perform more efficiently than conventional economic models would predict. More specifically, these results underline the potential importance of the legislation that, in 2018, removed the long-standing barrier to forming industrial foundations in the USA.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"26 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-11-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"82283544","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}
{"title":"Shareholdings of Alternative Investment Funds in Listed Companies and in Banks. A Legal Perspective","authors":"S. Alvaro, Filippo Annunziata","doi":"10.2139/SSRN.3253177","DOIUrl":"https://doi.org/10.2139/SSRN.3253177","url":null,"abstract":"The harmonization of the European regulations on collective investment schemes (CIS) – with UCITS regulation first and, most recently, with the AIFM Directive - has expanded the areas of operation of asset managers. In particular, Alternative Investment Funds are emerging as increasingly relevant shareholders in listed companies and banks. In light of such market development, the paper explores the interaction of CIS regulation with corporate governance regulation and prudential supervision rules. First, the paper shows that the application of takeover rules to CIS as shareholders raises significant complexities. These complexities derive from the fact that the Italian law on listed issuers (takeovers, disclosure of significant shareholdings, groups and conflict of interest, slate voting, etc.) implicitly assumes that shareholders are mainly individuals or joint-stock companies rather than funds managed by a third party. Second, the paper discusses the issues posed by the acquisition of qualifying shareholdings in the capital of banks by CIS in the perspective of the compliance with micro-stability rules. The paper argues that the typical objectives of CIS regulations, in terms of transparency, fairness of conducts and the duty to serve at best CIS investors, may trade off with the need to ensure compliance with prudential rules for the invested company. More specifically, though the investment policies of CIS are obviously targeted to the search of the specific risk-return profile declared in the fund prospectus, the need to take into account further interests, such as stability and sound and prudent management of the invested banks, may not necessarily be in the best interest of CIS investors. \u0000The papers are presented in their original Italian version, along with a shorter English version, that is intended to target foreign audiences, so that they may better contribute to the international debate.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"89 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-09-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"82232054","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}
{"title":"The Macroeconomic Effects of Bank Capital Requirement Tightenings: Evidence from a Narrative Approach","authors":"Sandra Eickmeier, Benedikt Kolb, Esteban Prieto","doi":"10.2139/ssrn.3250499","DOIUrl":"https://doi.org/10.2139/ssrn.3250499","url":null,"abstract":"Bank capital regulations are intended to enhance financial stability in the long run, but may, in the meanwhile, involve costs for the real economy. To examine these costs we propose a narrative index of aggregate tightenings in regulatory US bank capital requirements from 1979 to 2008. Anticipation effects are explicitly taken into account and found to matter. In response to a tightening in capital requirements, banks temporarily reduce business and real estate lending, which temporarily lowers investment, consumption, housing activity and production. A decline in financial and macroeconomic risk helps sustain spending in the medium run. Monetary policy also cushions negative effects of capital requirement tightenings on the economy.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"27 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-09-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"88645404","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}
{"title":"Does Tax Drive the Headquarters Locations of the World’s Biggest Companies?","authors":"K. Clausing","doi":"10.18356/CEE26E02-EN","DOIUrl":"https://doi.org/10.18356/CEE26E02-EN","url":null,"abstract":"In recent years, policy-makers have given paramount attention to “competitiveness”, working to ensure that domestic economies attract investment, jobs, and tax revenues. Toward this end, countries have steadily lowered corporate tax rates in an attempt to attract mobile international businesses. This paper discusses the desirability of this policy stance in light of data on the world’s biggest companies. Using Forbes lists of the top “Global 2000” companies over the period 2003–2017, the paper analyzes companies’ headquarters locations, focusing on economic, geographic, and policy determinants. The paper then relates these findings to larger policy questions.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"34 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-08-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"74681156","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}
{"title":"Bitcoin as Asset Class","authors":"L. Trautman, Taft Dorman","doi":"10.2139/ssrn.3218007","DOIUrl":"https://doi.org/10.2139/ssrn.3218007","url":null,"abstract":"A five cent $0.05 investment in Bitcoin on July 17, 2010, the first date in which there appears to have been a published value had grown to $7,383.39 on July 18, 2018. While Bitcoin as a currency has existed for less than a decade it had a very limited liquidity and usage during the first few years. During calendar year 2017 alone, Bitcoin increased in value from about $970 to $14,292, an increase of approximately 1,735 percent. Highly volatile, and having reached a market capitalization of almost $300 billion by December 13, 2017, Bitcoin had become equivalent to the world’s sixth largest currency and has, despite its volatility, attracted considerable attention as an investment asset. \u0000Our research examines the history of Bitcoin from inception until mid-year 2018 and compares and contrasts price performance and correlation with other asset classes: Dow Jones 30 Industrial Average; SP NASDAQ; Russell 2000; gold; real estate; Nikki; MSCI; and bond market. We believe our study covers performance of this important alternative class over the greatest period of time to date. We conclude that Bitcoin may be an attractive investment from a diversification perspective because of its low correlation with equities markets. However, Bitcoin’s characteristics of high volatility and potential illiquidity make it difficult to compare with more traditional assets such as equities and bonds.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"6 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-07-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"73581283","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}
Allen N. Berger, C. Himmelberg, Raluca A. Roman, S. Tsyplakov
{"title":"Bank Bailouts, Bail-Ins, or No Regulatory Intervention? A Dynamic Model and Empirical Tests of Optimal Regulation","authors":"Allen N. Berger, C. Himmelberg, Raluca A. Roman, S. Tsyplakov","doi":"10.2139/ssrn.3179226","DOIUrl":"https://doi.org/10.2139/ssrn.3179226","url":null,"abstract":"We model dynamic bank capital structure under three optimally-designed regulatory regimes dealing with potential default { bailout, where government provides capital; bail-in, using private-sector funds; and no regulatory intervention, allowing failure. Only under optimally designed bail-in do banks recapitalize during distress. Their pre-commitment to recapitalize reduces debt costs and increases debt capacity. No regulatory intervention is suboptimal for all agents. Optimal bailouts and bail-ins generate no asset substitution-moral hazard behavior because regulators intervene at early stages of distress with sufficient capital remaining. Empirical tests of changes in capital behavior from the pre-crisis bailout period to the post-crisis bail-in period corroborate model predictions.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"37 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-05-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"90460011","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}
{"title":"Central Clearing of Financial Contracts: Theory and Regulatory Implications","authors":"S. Schwarcz","doi":"10.2139/SSRN.3104079","DOIUrl":"https://doi.org/10.2139/SSRN.3104079","url":null,"abstract":"To protect economic stability, post-crisis regulation requires financial institutions to clear and settle most of their derivatives contracts through central counterparties, such as clearinghouses associated with derivatives and commodity exchanges. This Article asks whether regulators should expand the central clearing requirement to non-derivative financial contracts, such as loan agreements. The Article begins by theorizing how and why central clearing can reduce systemic risk. It then examines the theory’s regulatory and economic efficiency implications, first for current requirements to centrally clear derivatives contracts and thereafter for deciding whether to extend those requirements to non-derivative contracts. The inquiry has real practical importance because the aggregate monetary exposure on non-derivative financial contracts — and thus the potential systemic risk that could be triggered by that exposure — greatly exceeds that on derivatives contracts. The inquiry also raises fundamental legal questions as to why (and the extent to which) regulators should tell financial institutions how to control risk, and whether to require the mutualization of risk.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"44 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-05-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"73800012","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}
Pat Akey, Stefan Lewellen, I. Liskovich, Christopher M. Schiller
{"title":"Hacking Corporate Reputations","authors":"Pat Akey, Stefan Lewellen, I. Liskovich, Christopher M. Schiller","doi":"10.2139/ssrn.3143740","DOIUrl":"https://doi.org/10.2139/ssrn.3143740","url":null,"abstract":"We exploit unexpected corporate data breaches to study how firms respond to negative reputation events. Data breaches negatively affect firm profitability, value, and reputation for years following the event, but are not triggered by high or low reputations. In response, firms increase their investment in corporate social responsibility (CSR) by 0.4-0.5 standard deviations. Firms respond similarly after other negative shocks to their reputation. Our paper represents the first empirical study to link CSR investment to firm reputation building and is the first to document how firms respond to the destruction of corporate reputations.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"97 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-03-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"91005855","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}