CGN: Boards & Directors (Topic)最新文献

{"title":"Defining and Selecting Independent Directors","authors":"Eric Pichet","doi":"10.2139/ssrn.2302467","DOIUrl":"https://doi.org/10.2139/ssrn.2302467","url":null,"abstract":"Drawing from the Enlightened Shareholder Theory that the author first developed in 2011, this theoretical paper with practical and normative ambitions achieves a better definition of independent director, while improving understanding of the roles he fulfils on boards of directors. The first section defines constructs like firms, Governance system and Corporate governance, offering a clear distinction between the latter two concepts before explaining the four main missions of a board. The second section defines the ideal independent director by outlining the objective qualities that are necessary and adding those subjective aspects that have turned this into a veritable profession. The third section defines the ideal process for selecting independent directors, based on appointments committees that should themselves be independent. It also includes ways of assessing directors who are currently in function, as well as modalities for renewing their mandates. The paper’s conclusion presents the Paradox of independent director.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"10 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-08-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"117317693","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":"Supply Constraints and Directors’ Reputational Incentives","authors":"C. Armstrong, John D. Kepler, Shawn X. Shi, David Tsui","doi":"10.2139/ssrn.2991624","DOIUrl":"https://doi.org/10.2139/ssrn.2991624","url":null,"abstract":"We examine how constraints on directors’ availability to serve on boards influence their labor market outcomes. We find that directors who lose (or leave) a board are more likely to subsequently gain a new board seat, regardless of their performance on the departed board, suggesting that directors often face binding supply constraints. Using three arguably exogenous changes in directors’ supply constraints, we find that this pattern of board substitution is most pronounced among directors who face greater supply constraints. Consistent with these supply constraints muting directors’ reputational incentives, we find that directors who join a new board are more likely to substitute boards—i.e., simultaneously leave one of their current boards rather than add to their total board seats—when they face greater supply constraints. Collectively, our evidence suggests that for many directors, supply constraints limit their ability to join new boards and thus diminish their reputational incentives.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"118 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-06-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123226726","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":"Types of Directors and Other Managerial Personnel in a Company","authors":"Vijay Kumar Singh","doi":"10.2139/ssrn.2972430","DOIUrl":"https://doi.org/10.2139/ssrn.2972430","url":null,"abstract":"A significant role is played by Directors and other Managerial Personnel in a company in running the affairs of the company which has already been seen in the previous modules on director’s position, powers and duties as well as director’s responsibility statement and their duties laying accounts before the shareholders. There are different types of directors and managerial personnel in a company having different roles, responsibilities and powers. The present module would delve into the types of directors and managerial personnel in a company.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"25 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-05-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129518749","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":"이사와 지배주주의 수탁자 의무와 경영판단의 원칙 (Directors' & Controlling Shareholder's Fiduciary Duty and Business Judgment Rule)","authors":"Myung Suk Yang","doi":"10.2139/ssrn.2924306","DOIUrl":"https://doi.org/10.2139/ssrn.2924306","url":null,"abstract":"Korean Abstract: 주식회사의 이사와 지배주주는 회사와 소액주주에게 수탁자로서의 의무를 가진다. 수탁자의 의무에는 충실의무와 주의의무가 있다. 미국에서의 충실의무란 수탁자가 수탁업무를 이행하는 과정에 회사나 소액주주의 이익을 본인의 이익보다 우선하여야 함을 의미한다. 수탁자의 이익이 회사거래의 한편 또는 양편에 개입되면, 법원은 entire fairness 기준에 의거하여 그 거래가 회사에 공평한지를 검토한다. 자본주의 시스템 자체가 충실의무의 이행을 근거로 하고 있기 때문에 충실의무의 위반에 대해서 강력하게 처벌을 한다. 주의의무는 상대적으로 융통성있게 적용되고 있으며, 대부분의 경우 경영판단의 원칙을 적용하여 중과실 기준으로 주의의무 위반 여부를 판단한다. 국내에서는 충실의무의 위반과 주의의무 위반이 동일한 기준하에 판단되는 것으로 보이며, 간략한 형식으로 도입된 경영판단의 원칙하에 중과실 기준이 적용되고 있어 보인다. 따라서, 사회에서 좀더 심각한 문제라고 지목을 받고 있는 충실의무의 위반에 대한 규제수위가 미국에서보다 낮아 보인다. 또한 충실의무의 규제대상 범위가 좁게 채택되어 충실의무가 존재되어 보이는 많은 거래가 그 대상에 포함되지 않고 있어 보인다. \u0000 \u0000English Abstract: Directors and controlling shareholders of corporations owe a fiduciary duty to corporations and minority shareholders. This duty includes duty of loyalty and duty of care. In the U.S., duty of loyalty requires the fiduciaries to put the interests of the company and the minority shareholders ahead of their own. Any transaction involving the company and where a fiduciary’s interest is involved on one side or both sides requires the transaction be reviewed under the entire fairness standard. Because capitalism itself is built on the robustness of this duty of loyalty, any breach of duty of loyalty is dealt with harshly with little leeway. Duty of care is less strict and, under the business judgment rule, allows much latitude to fiduciary and applied, in most cases, under the gross negligence standard. In Korea, reviews of potential breaches of duty of loyalty and duty of care appear to be subject to the same set of standard, and under a simplified regime of the business judgment rule, of gross negligence. Thus breaches of duty of loyalty, while being perceived as a more significant problem, are being subject to less scrutiny than those in the U.S. Unfortunately, the exact scope of the covered persons under duty of loyalty has not been well developed and many potential transactions involving duty of loyalty issues are not recognized as such.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"18 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-03-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128896943","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":"Inefficient Tailoring: The Private Ordering Paradox in Corporate Law","authors":"Michal Barzuza","doi":"10.2139/ssrn.2930667","DOIUrl":"https://doi.org/10.2139/ssrn.2930667","url":null,"abstract":"The conventional wisdom in corporate law posits that private ordering has an important virtue: it allows firms to efficiently tailor governance terms to their particular needs. This virtue is routinely advanced to justify the largely “enabling” structure of U.S. corporate law, and to oppose “one-size-fits-all” mandatory regulation. \u0000This Article argues that private ordering frequently produces inefficient tailoring of corporate governance terms—firms that need governance constraints are precisely the ones that do not volunteer to implement them. In theory, the conventional approach assumes that these firms will implement constraints voluntarily because otherwise they would be disciplined by market forces and IPO pricing. Yet such reliance on market discipline has an inherent paradox: the firms that would benefit most from governance constraints are precisely the ones that are subject to weak market discipline, and this Article argues, to inadequate penalties in IPO pricing. \u0000Evidence from myriad studies and contexts suggests that firms’ needs for constraints are often not, or negatively, correlated with having them. For exam- ple, the inclination to cross-list on US exchanges is negatively correlated with controlling shareholders’ private benefits, and with the cross-listing premium; firms that benefitted from independent directors were precisely the ones that did not have them prior to SOX; managers of firms that investors believed would benefit most from proxy access were precisely those who were most likely to contest them; Nevada’s lax fiduciary duties attract firms that are prone to finan- cial reporting failures. The Article concludes with implications for data interpre- tation and corporate law policy.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"51 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-03-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121445209","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":"Les Liaisons Dangereuses. Politically Connected Directors and the Governance of Banks","authors":"Alessandro Bergamaschini Morpurgo, M. Brogi, S. Caselli, L. D'Amico","doi":"10.2139/ssrn.2861403","DOIUrl":"https://doi.org/10.2139/ssrn.2861403","url":null,"abstract":"In this paper we investigate the relationship between political connections and bank's financial performance. Our aim is to provide an empirical validation to anecdotal evidence claiming that politically connected directors might distort the allocation of credit to pursue personal or party's political objectives. Building on a novel dataset that combines information on financial performance and governance for 103 Italian banks over 2000-2015, we show that the presence of politically connected directors in the board of banks affects the share of non performing loans in their loan portfolios.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124276120","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":"Caveat Emptor: The Accountabilities and Required Actions of Directors in Securing Value When Merging or Acquiring Companies. Paper 2 of 4: Review of Governance Literature to See What Guidance this Provides Directors Involved in Transactions","authors":"Dean M. Blomson","doi":"10.2139/ssrn.2880427","DOIUrl":"https://doi.org/10.2139/ssrn.2880427","url":null,"abstract":"Mergers and acquisitions (M&A) are critical mechanisms for corporate growth and potentially for increased shareholder returns. The reality, however, often does not live up to the promise, as is borne out by empirical data on the high incidence rates of M&A under-performance. At present in Australia, directors and executive management, particularly of the acquiring company, have considerable latitude to put at-risk shareholder value via M&A without any meaningful pre-event restraints or post-event sanctions (and with the benefit of the Business Judgment Rule defence). The old adage caveat emptor (‘let the buyer beware’) still holds true for buyers, but when it comes to ensuring that their shareholders’ interests and capital are properly protected, there are few formally imposed ‘checks and balances’. Additionally, in terms of voluntary controls, there is little clarity on what are the acceptable, key activities and behaviours of the directors of the acquiring company, that represent responsible standards of conduct. The initial question to be considered is whether there is a discernible set of ‘right practices’ that provide a reference set of benchmarks for non-executive directors to know whether they are exercising the necessary care, diligence and skill in selecting and overseeing transactions. Looking from the ‘outside in’, the corollary is ‘How do shareholders in the acquiring company have some visibility and assurance that their executive management team and board are exercising (or have exercised) sufficient due diligence (in the broadest sense of the word) over transactions?’ The challenge thus arises as to how to describe the ‘right practice’ stewardship that should be exercised by ‘reasonable directors’ of the acquiring entity to manage the risks and performance of transactions – before, during and after acquisition. This article is the second of a series of four that focus on identifying and describing ‘right governance’ i.e. the required level and mix of actions and responsibilities of directors of the acquiring company, necessary for protecting the interests of their shareholders. To carry out this research, and to shed light on these gaps in knowledge and required practices, the extant commercial, governance and legal literature relating to M&A practice has been studied to understand what level of clarity it provides to non-executive directors. (This has been described in shorthand form as the t-ought for ‘theoretical ought’). Subsequently the opinions and experiences have been elicited from a cross-section of non-executive directors and Chairmen, via targeted interviews (‘grounded research’) to capture their views on good board oversight of M&A practice. (This has been described in shorthand form as the d-ought for ‘directors ought’). What has emerged as the board-level themes from seasoned directors have been compared to the extant literature to examine how these align and whether there are any key gaps or contradictions. In most ca","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-12-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129231575","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 Consequences of Managerial Indiscretions: Sex, Lies, and Firm Value","authors":"Brandon N. Cline, Ralph A. Walkling, Adam S. Yore","doi":"10.2139/ssrn.1573327","DOIUrl":"https://doi.org/10.2139/ssrn.1573327","url":null,"abstract":"Personal managerial indiscretions are separate from a firm's business activities but provide information about the manager's integrity. Consequently, they could affect counterparties’ trust in the firm and the firm's value and operations. We find that companies of accused executives experience significant wealth deterioration, reduced operating margins, and lost business partners. Indiscretions are also associated with an increased probability of unrelated shareholder-initiated lawsuits, Department of Justice and Securities and Exchange Commission investigations, and managed earnings. Further, chief executive officers and boards face labor market consequences, including forced turnover, pay cuts, and lower shareholder votes at re-election. Indiscretions occur more often at poorly governed firms where disciplinary turnover is less likely.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"9 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-11-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116753337","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 Culture: The Interview Evidence","authors":"J. Graham, Jillian Grennan, Campbell R. Harvey, Shivaram Rajgopal","doi":"10.2139/SSRN.2842823","DOIUrl":"https://doi.org/10.2139/SSRN.2842823","url":null,"abstract":"We conduct in-depth interviews of senior executives representing over 20% of the market capitalization of the U.S. equity market to understand: (i) the importance, antecedents and consequences of corporate culture; (ii) the mechanisms that underlie the creation and effectiveness of corporate culture; as well as (iii) the factors that deter a firm from achieving its aspirational culture. Our interviews provide the following insights. First, executives characterize culture as “a beliefs system,” “a coordination mechanism,” and “an invisible hand.” Second, most executives view culture as one of the top three factors that affect their firm’s value. Cultural fit in MA instead, they influence the choice of culture by picking the CEO and through their influence on specific policies like incentive compensation, hiring, firing, and promotion decisions, and the values the finance function embraces. Fifth, executives emphasize that for a firm’s culture to be effective, the firm’s espoused values must be backed up by actual behavior and norms. Sixth, an effective culture improves firm value and profitability by (i) fostering creativity and encouraging productivity; (ii) promoting more risk tolerance; (iii) mitigating myopic behavior; (iv) creating a climate for suggesting critiques and for allowing ideas to germinate organically; and (v) by compensating for mistakes in ways that the firm’s assets cannot. In addition to the above, executives suggest several sources of publicly available data to measure corporate culture.See our related paper Corporate Culture: Evidence from the Field.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"112 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-10-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124127340","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":"Intolerant Directors: Evidence from the Appointments of Outside Directors Who Have Fired CEOs","authors":"Jie Cai, Tu Nguyen","doi":"10.2139/ssrn.2516290","DOIUrl":"https://doi.org/10.2139/ssrn.2516290","url":null,"abstract":"By examining board appointments of outside directors who have previously fired a CEO, we study how directors’ intolerance of failure influences firm performance and risk-taking. Such directors appear to benefit firms with weak monitoring, but hurt firms in innovative industries. Firms appointing an intolerant director subsequently exhibit lower idiosyncratic risk and lower leverage, make less risky acquisitions, experience higher acquisition returns, and are more likely to withdraw bad acquisitions and to replace poorly performing CEOs. They, however, tend to manage earnings when performance deteriorates. Overall, directors’ intolerance of failure appears to influence managerial behavior and shareholder wealth.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"175 6 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-08-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129001759","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}