LSN: Corporate Governance International (Topic)最新文献

{"title":"Corporate Governance and Shareholder Litigation","authors":"George Kalchev","doi":"10.2139/ssrn.1309555","DOIUrl":"https://doi.org/10.2139/ssrn.1309555","url":null,"abstract":"The probability for shareholder litigation is studied and how corporate governance characteristics and other factors explain it. Shareholder litigation results from failure of corporate governance. Thus a better quality of corporate governance is hypothesized to decrease the litigation probability. Corporate governance index is constructed based on principal components. It is found to be a significant predictor of shareholder litigation.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"77 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121462750","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":"You Pay a Fee for Strong Beliefs: Homogeneity as a Driver of Corporate Governance Failure","authors":"K. Rost, M. Osterloh","doi":"10.2139/ssrn.1304719","DOIUrl":"https://doi.org/10.2139/ssrn.1304719","url":null,"abstract":"The financial crisis made apparent the fact that managers and the boards of banks had failed to see the implications of irrational behavior and had ignored the risk associated with group think. Taking data from Switzerland our study shows that there is an increasing homogeneity of management and board teams. Most committees mainly consist of males with a managerial background. We derive from the existing literature the hypotheses that in radically changing environments women and individuals without a managerial background are less affected by systematic forecasting errors. Using a dataset collected shortly before the peak of the financial crisis we demonstrate that the groups which are highly underrepresented in most boards and management teams were significantly more capable of giving correct forecasts than the groups generally best represented in boards and management teams. To mitigate corporate governance failures we argue that firms should use simple social mechanisms in order to increase the diversity of their management and board teams while at the same time avoiding the danger of time consuming team conflicts. They should therefore include criss-cross individuals, i.e. individuals with no clear-cut group affiliation such as males with a nonmanagerial background as well as women with a management-related background.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-11-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128743969","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":"Why Investor Trust (and Not the Law) Matters: Japanese Lifetime Employment's Role as a Non-Legal Mechanism for Credible Investor Trust","authors":"Dan W. Puchniak","doi":"10.2139/SSRN.2318953","DOIUrl":"https://doi.org/10.2139/SSRN.2318953","url":null,"abstract":"Rafael La Porta, Florencio Lopez-de-Silanes, Andrei Schleifer, and Robert Vishny (the “Gang of Four”) have captivated comparative corporate law scholars with their empirical research which claims to prove that ‘law’ is the key to economic development. A foundational principle in their theory is that legal protections for investors are necessary for larger financial markets and economic growth. The Gang of Four reason that rational investors will not trust corporate management and in turn, will not invest without strong legal protections. Post-war Japan is one of the wealthiest countries in the world. For over half a century it has built and maintained one of the world’s most successful financial markets. Even after the bubble burst, empirical studies that measure the size, liquidity, depth and efficiency of Japan’s financial market consistently rank it among the ‘elites’ of the world. Based on the Gang of Four’s theory, post-war Japan must have provided vigorous legal protections for investors. In fact, the opposite is true. A hallmark of post-war Japanese corporate governance is its extremely weak investor protection. Shareholder rights have been scarcely exercised and Japan’s largest creditors often voluntarily subrogate their limited creditor rights. The obvious question that arises is: why have investors so wholeheartedly trusted management in post-war Japan? Lifetime employment provides the answer. Japan’s post-war lifetime employment system inextricably ties the financial and social future of corporate management to the success of the company. This ensures investors that management is credibly constrained from self-enrichment and motivated to maximize performance. With such an assurance, it makes rational sense for investors to invest. Importantly, law plays merely a complementary role in lifetime employment. This demonstrates that the Gang of Four’s theory — that ‘law’ is critical in the development of successful financial markets — is incorrect.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"41 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131841306","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":"Which Courts Deliver Most Corporate Law Judgments? A Research Note","authors":"I. Ramsay, Are Watne","doi":"10.2139/ssrn.1168057","DOIUrl":"https://doi.org/10.2139/ssrn.1168057","url":null,"abstract":"In Australia, plaintiffs in civil corporate law matters are generally free to choose between the Federal Court and a state or territory Supreme Court when commencing litigation. This research note outlines the results of research undertaken by the authors indicating which courts deliver most corporate law judgments. The research indicates the states where the Federal Court has had the most impact in recent years in terms of hearing corporate law matters that could have gone to a state Supreme Court. Data is also presented on the numbers of hearing days relating to the judgments. Possible explanations for the differences in the numbers of judgments delivered are explored. One possible explanation is that there are more companies registered in those states which have the courts delivering the most judgments. The data does not support this explanation. However, there is a significant difference between the registrations of all companies and where the top 150 Australian Securities Exchange (ASX) listed companies (measured by market capitalisation) are registered. This data might provide a possible explanation for some of the differences between the courts in terms of the numbers of judgments delivered because it might be expected that the top 150 companies, because of their size and the extent of their operations, are more involved in litigation than smaller companies. The advantages of allowing plaintiffs to choose between courts when commencing corporate law litigation are discussed. The note concludes with discussion of whether courts compete for corporate law litigation and what might be the incentives to compete.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"49 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-07-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130862233","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 Workers' Information Rights in Spanish Tender Offer Regulation (in Spanish)","authors":"F. Marcos","doi":"10.2139/ssrn.1138800","DOIUrl":"https://doi.org/10.2139/ssrn.1138800","url":null,"abstract":"The expansion of workers' rights in case of corporate takeovers is one of the novelties of the new Spanish tender offer regulation. The interest of the workers who may be affected by the transaction is acknowledged through rules primarly aimed at protecting the interest of investors without disrupting the normal development of the market for corporate control. In this vein, workers' right to information is equated to the right of information of the shareholders. This article examines the new regulatory regime, analyzing its accommodation with other laws that recognize information and consultation rights to workers' representatives.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-06-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125900015","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":"Corporate Governance and the Timeliness of Financial Reporting: A Comparative Study of Selected EU and Transition Economy Countries","authors":"Robert W. McGee, Danielle N. Igoe","doi":"10.2139/ssrn.1131331","DOIUrl":"https://doi.org/10.2139/ssrn.1131331","url":null,"abstract":"Timeliness of financial reporting is an attribute of good corporate governance. Shareholders and other stakeholders need information while it is still fresh and the more time that passes between year-end and disclosure, the more stale the information becomes and the less value it has. Corporate governance is a relatively new concept for transition economies. Prior to the fall of the Berlin Wall and the collapse of the Soviet Union there were no profit-making corporations, no shareholders and no need to report financial results except to the government. All that has changed. In order to raise capital, corporations need to convince potential investors that an investment in their company will be safe. That requires financial reporting standards that can be trusted and financial information that is reported in a timely manner. But the culture of former communist countries is not to disclose information. That mentality is changing as their formerly closed economies open up to investment from the west. This paper examines the timeliness of financial reporting in several transition economies that are new European Union members and makes comparisons to companies in four older members of the EU. The goal of the paper is to determine whether there is a significant difference in the timeliness of financial reporting between the two groups of companies. The paper also reports on the relative market share of the accounting firms that audit companies in the European transition economies.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"27 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130123821","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":"Accounting Certification in Central Asia: An Empirical Study","authors":"Robert W. McGee","doi":"10.2139/ssrn.1141898","DOIUrl":"https://doi.org/10.2139/ssrn.1141898","url":null,"abstract":"After the collapse of the Soviet Union, the 15 former Soviet republics all started converting their inherited Soviet bookkeeping system to a market-oriented accounting system. They encountered several problems along the way. No one knew what a market oriented accounting system was all about. There were no books either in Russian or in any of the national languages on which might be termed western accounting, which made it difficult to learn the new system. Terminology was often a problem. As books began to be translated into Russian it became apparent that there were terminology problems. Russian words simply did not exist for many English terms. Perhaps the most interesting word that does not exist in the Russian language is accountant. They use the German word for bookkeeper. The Soviet mentality also considered accounting to be no more than bookkeeping. There was a certain logic for equating the two terms. In the Soviet era, accounting consisted mostly of bookkeeping. There was a chart of accounts that came out of Moscow in 1930 and it was adopted in all 15 Soviet republics. University students who studied bookkeeping took a course in bookkeeping that did not go beyond making journal entries. There was no such thing as financial statement analysis. Cost accounting was practically nonexistent. All prices are set centrally and have little or nothing to do with supply and demand. Calculating profit margins under such conditions becomes a meaningless exercise. It eventually became apparent that the recently privatized businesses had to convert to some internationally recognized accounting system. In most cases that system was International Financial Reporting Standards (IFRS) and International Standards on Auditing (ISA). Any business that wanted to attract badly needed international capital had to be able to present financial statements that were based on an accounting system that could be understood and trusted internationally. But the companies that wanted to attract foreign investment were mostly the large companies. Small companies saw no need to adopt IFRS, since the old Soviet bookkeeping system seemed good enough for their purposes. Furthermore, national tax officials had no use for IFRS, since their tax systems were usually based on the cash method. Where there is no demand, there will be no supply. So there was not much grass roots support for changing to a system that was internationally recognized. Demand eventually began to increase as international investors and bankers demanded financial statements that used either IFRS or U.S. GAAP and many of them demanded annual audits conducted by the Big-4 accounting firms.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"55 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114854291","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":"Why do Employees Participate in Employee Share Plans? A Conceptual Framework","authors":"Michelle Brown, I. Landau, R. Mitchell, Ann O’Connell, I. Ramsay","doi":"10.2139/SSRN.1119123","DOIUrl":"https://doi.org/10.2139/SSRN.1119123","url":null,"abstract":"Non-executive employees are increasingly being offered the opportunity to participate in employee share ownership plans. In many cases, companies provide their employees with shares or options as a 'gift', either on a one-off or regular basis. Many plans, however, are structured so as to require employees to contribute to the value of the securities. In the cases of contributory plans, the reasons why employees choose to participate are not always clear. This paper reviews existing studies and presents a conceptual framework to explain why employees participate in employee share plans. It examines the relationship between the decision to participate in a plan and a number of demographic and workplace-specific variables. It also identifies key factors that may moderate this relationship, such as the extent of company communication on the plan and company performance. This conceptual framework has been developed on the basis of a synthesis of previous studies and twelve semi-structured interviews conducted with human resource managers and trade union representatives within publicly listed companies.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"63 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-04-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126643958","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 Paradox of Financial Services Regulation: Preserving Client Expectations of Loyalty in an Industry Rife with Conflicts of Interest","authors":"Andrew F. Tuch","doi":"10.2139/ssrn.1086480","DOIUrl":"https://doi.org/10.2139/ssrn.1086480","url":null,"abstract":"This paper considers the implications of Australian Securities and Investments Commission v. Citigroup [2007] FCA 963, a landmark decision of the Federal Court of Australia. The case highlights an apparent paradox in financial services regulation: at the same time as allowing, or even fostering, the development of financial services conglomerates, regulation in multiple jurisdictions preserves potentially incompatible general law obligations that arise from client expectations of loyalty. The paradox is most evident in the context of the modern investment bank. The paper discusses the dynamic nature of investment banks, their organizational structure, the types of conflicts they typically face and recent trends in the industry. It also considers a number of questions about the regulation of conflicts of interest at these firms. First, when an investment bank performs one of its traditional functions, what fiduciary constraints is it likely to face? Second, to what extent will the classic formulation of fiduciary obligations take account of both the conglomerate structure of the modern investment bank and the co-existence of legislation that regulates conflicts of interest? Finally, quite apart from the fiduciary obligation, what does - and should - a statutory obligation to \"manage\" conflicts of interest require? These questions are considered against the backdrop of ASIC v. Citigroup.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"15 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122887929","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":"Japan's Paradoxical Response to the New 'Global Standard' in Corporate Governance","authors":"J. Buchanan, S. Deakin","doi":"10.2139/ssrn.1013286","DOIUrl":"https://doi.org/10.2139/ssrn.1013286","url":null,"abstract":"We suggest, on the basis of empirical research into the implementation of recent legal reforms, that Japan is not moving inexorably towards a 'global standard' in corporate governance, based on external monitoring and a market for corporate control. Japanese corporate governance is nevertheless changing: in part as an indirect response to legal initiatives, new structures and practices are emerging, aimed at providing greater flexibility in decision-making, while retaining the organisational core of the Japanese firm. The paradoxical effect of legal reforms aimed, in large part, at transplanting the global standard, may be to renew the distinctive Japanese model of the corporation.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"27 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2007-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125389481","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}