CGN: Boards & Directors (Topic)最新文献

{"title":"The Parallel Universes of Institutional Investing and Institutional Voting","authors":"C. M. Nathan, Parul Mehta","doi":"10.2139/ssrn.1583507","DOIUrl":"https://doi.org/10.2139/ssrn.1583507","url":null,"abstract":"Our paper first examines the reasons for the almost complete separation between the investment professionals at institutional investors who decide whether and when to buy or sell a company’s stock (and their counterparts at quantitative investors who design and implement the investment models), on the one hand, and the people who make voting decisions for the portfolio stocks owned by the institutional investors, on the other hand. The paper next observes the manner in which those delegated to vote portfolio stocks cope with their institution’s fiduciary duty to vote all portfolio stocks on all matters submitted to shareholders (which, depending on the diversification of an institution’s portfolio can amount literally to hundreds or thousands of votes every proxy season) in accordance with the traditional fiduciary duty of care, including the outsourcing of some or all of these duties to third party proxy advisory firms. It goes on to note that most frequently the challenge posed by the large, if not overwhelming, number of votes that need to be cast annually is met through creation and application of voting policies, based solely on concepts of corporate governance, that are applied uniformly to all corporations, regardless of the particular facts and circumstances of the different companies. The Commentary concludes by identifying some of the important implications of the parallel universes of investment decision making and voting decision making, which include: the necessity for public companies to develop communication strategies for the two very different constituencies, one that cares almost exclusively about corporate performance and the other that is concerned almost as exclusively with corporate governance practices; the desirability of establishing an inter-active and meaningful dialog among public companies and corporate governance driven voting decision makers; and, perhaps most important, the threat posed by the parallel universes to basic premises underlying corporate democracy as a foundation for the legitimacy of the modern publicly held corporation.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"4 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-04-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134043599","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 Dark Side of Outside Directors: Do They Quit When They are Most Needed?","authors":"Rüdiger Fahlenbrach, A. Low, René M. Stulz","doi":"10.3386/w15917","DOIUrl":"https://doi.org/10.3386/w15917","url":null,"abstract":"Outside directors have incentives to resign to protect their reputation or to avoid an increase in their workload when they anticipate that the firm on whose board they sit will perform poorly or disclose adverse news. We call these incentives the dark side of outside directors. We find strong support for the existence of a dark side. Following surprise director departures, affected firms have worse stock and operating performance, are more likely to suffer from an extreme negative return event, are more likely to restate earnings, have a higher likelihood of being named in a federal class action securities fraud lawsuit, and make worse mergers and acquisitions. Consistent with the market inferring bad news from surprise departures, the announcement return for surprise director departures is negative.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"83 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122475769","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 Coase’s Legacy: A Reply to Henry Manne","authors":"A. M. Pacces","doi":"10.4337/9781849807081.00013","DOIUrl":"https://doi.org/10.4337/9781849807081.00013","url":null,"abstract":"This paper is a comment on Henry G. Manne (2010), “Corporate Governance – Getting Back to Market Basics.” Professor Manne authoritatively contends that regulation should not tamper with corporate governance, because in so doing regulation undermines the efficiency of stock markets and of the contractual choices operated therein. Taking stock of the problem of contractual incompleteness in corporate governance, this reply emphasizes that corporate law (and regulation of corporate governance in general) has a more daunting task than simply minimizing transaction costs through an appropriate set of default rules. On the one hand, it needs to provide the parties (management and shareholders) with a sufficiently broad set of entitlements to contract upon. On the other hand, it has to tackle the problem of opportunistic renegotiations of the corporate contract, which can lead to expropriation of non-controlling shareholders.This paper reviews Professor Manne’s advocacy of a freedom-of-contract approach to corporate governance in a Coasian framework. Important implications are derived from the need to balance discretion and accountability in a world of high transaction costs. Those implications are discussed with regard to three important topics in the governance of publicly held companies: boards, takeovers, and insider trading. Because of the limitations of the contractual technology, these mechanisms need some sort of legal intervention: enabling rules to facilitate efficient choice ex-ante; and mandatory rules to support commitment ex-post. A more general approach to the debate on mandatory vs. default rules in corporate governance is sketched out on this basis.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"2003 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-11-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127329086","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":"Boards, Uncertainty, and the Use of Fairness Opinions","authors":"Melissa B. Frye, Weishen Wang","doi":"10.2139/ssrn.1468380","DOIUrl":"https://doi.org/10.2139/ssrn.1468380","url":null,"abstract":"Manuscript Type: Empirical Research Question/Issue: We propose and test a new perspective on why the boards of some acquiring firms purchase a fairness opinion (FO). Specifically, we examine whether the board’s knowledge explains the use of a FO and the market reaction to the FO. Research Findings/Insights: We find that FOs are more likely to be purchased when the acquiring firm’s board feels uncertain about the deal Specifically, we find that boards with more outside directors are more likely to use a FO, while boards whose directors hold more outside appointments (busy boards) are less likely to seek a FO. Moreover, we find that although the market reacts negatively to the FO, board characteristics both moderate and exacerbate the reaction. When a FO is used by a busy board, the market reacts more negatively to the merger announcement. In contrast, board independence and the average service years for directors seem to moderate the market’s reaction to the FO. Theoretical/Academic Implications: The results of this study are consistent with the idea that a lack of knowledge and underlying transaction uncertainty motivates the board to purchase a FO. In addition, our empirical evidence supports a sophisticated market reaction, where the market recognizes the board’s knowledge when assessing the necessity of the FO.Practitioner/Policy Implications: This study provides a new perspective on why boards use FOs. A board with more outside directors may be strong on monitoring, but may lack knowledge on the deal. This essentially provides an example of a cost associated with an independent board. Further, we show that the market can differentiate the types of board that use a FO.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-09-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124255359","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":"Power Concentration and Corporate Governance in Greece","authors":"T. Lazarides","doi":"10.2139/ssrn.1414406","DOIUrl":"https://doi.org/10.2139/ssrn.1414406","url":null,"abstract":"Duality of the role of President of the Board of Directors (BoD) and CEO has been regarded as a good practice of corporate governance. These two roles are the ones with the most power an authority within the corporation. The paper depicts the formulating factors of duality of roles in Greece. Literature has linked duality with performance, organizational stability, ownership concentration and balance of power and control within the firm. The paper, using a Probit regression analysis, examines whether these relationships are valid in Greece. Statistical – econometric analysis has shown that financial performance is not related with concentration of power and control. The same conclusion is can be drawn for ownership concentration. There is a trend of change but this trend hasn’t the same dynamic or driving factors as the ones that are reported by Kirkbride and Letza (2002) and Muth and Donaldson (1998). The hypothesis posed by Heracleous (2001) and Baliga, Μoyer and Rao (1996) are more likely to be true in the case of Greece. Overall, duality in Greece is affected by the historical development of the firm, its organizational scheme and even more by the balance of power and control within the firm.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"83 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-06-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122686800","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 Dutch Female Board Index 2008","authors":"M. Lückerath-Rovers","doi":"10.2139/SSRN.1411685","DOIUrl":"https://doi.org/10.2139/SSRN.1411685","url":null,"abstract":"This report gives an overview of the presence of women in the Executive Board and Supervisory Board (together: 'the Board') of Dutch listed companies per September 2009. The companies have been ranked by the percentage women in the Board. A difference analysis has been made at personal level (characteristics such as age and nationality of the female directors have been compared with same characteristics of their male colleagues). Moreover a difference analysis has been made at company level, to examine characteristics (such as indices or industry) of companies with women on the Board and whether these differ from companies without female directors.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"25 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-05-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114397839","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 Misgovernance at the World Bank","authors":"A. Kaja, E. Werker","doi":"10.2139/ssrn.1367146","DOIUrl":"https://doi.org/10.2139/ssrn.1367146","url":null,"abstract":"We test for evidence of corporate misgovernance at the World Bank. Most major decisions at the World Bank are made by its Board of Executive Directors. However, in any given year the majority of the Bank's member countries do not get a chance to serve on this powerful body. In this paper, we empirically investigate whether board membership leads to higher funding from the World Bank's two main development financing institutions, the International Bank for Reconstruction and Development (IBRD) and the International Development Association (IDA). We find that developing countries serving on the Board of Executive Directors can expect an approximate doubling of funding from the IBRD. In absolute terms, countries serving on the board are rewarded with an average $60 million \"bonus\" in IBRD loans. This is more likely driven by soft forces like boardroom culture rather than by the power of the vote itself. We find no significant effect in IDA funding.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"29 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123481582","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":"A Critique of the Nyse's Director Independence Listing Standards","authors":"Stephen M. Bainbridge","doi":"10.2139/SSRN.317121","DOIUrl":"https://doi.org/10.2139/SSRN.317121","url":null,"abstract":"Under the New York Stock Exchange's (NYSE) aegis, a blue ribbon panel has proposed new listing standards that would, inter alia, significantly increase the role of independent directors in public corporations. Despite the considerable hullabaloo surrounding the report's release, however, the report's recommendations in fact consist of little more than the warmed-over rejects of past corporate governance \"reform\" initiatives. This essay critiques the key director independence provisions of the NYSE Committee's report. The essay argues that those proposals are not supported by the evidence on director performance and, moreover, adopt an undesirable one size fits all approach. Firms have unique needs and should be free -- as state law now allows -- to develop unique accountability mechanisms carefully tailored for the firm's special needs. The SEC should not be further empowered to use its \"raised eyebrow\" regulatory powers as a vehicle to federalize corporate law. For all of these reasons, the NYSE should reject the Committee's proposals and leave development of corporate governance to state law and market forces.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"82 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2002-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126174310","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":"Differential Impact of Directors’ Social and Financial Capital on Corporate Interlock Formation","authors":"N. Harrigan, M. Bond","doi":"10.1017/CBO9780511894701.023","DOIUrl":"https://doi.org/10.1017/CBO9780511894701.023","url":null,"abstract":"This chapter models an Australian corporate interlock data set with a bipartite exponential random graph model (ERGM) (see Chapter 10) using the BPNet software, a version of the PNet software (Wang, Robins, & Pattison, 2009) for bipartite data. By using bipartite modeling, we are able to directly examine the interdependence long talked about in the sociological literature. That is, we are able to study social tie formation (corporate interlocks) as a function of (1) the individuals’ attributes (directors), (2) the groups’ attributes (corporations), (3) the interaction of individual and group attributes, and (4) purely structural network effects (social ties that form without reference to actor attributes).Our primary substantive objective is to study the effects of director characteristics on the pattern of corporate interlock formation. In particular, we are interested in the effects of three types of corporate director power on the formation of corporate interlocks: (1) physical or financial capital (i.e., wealth), (2) membership of exclusive business men’s clubs, and (3) attendance at elite private schools.Traditional elite and corporate interlock studies have tended to emphasize the unifying role of director social capital and the convergence of the many dimensions of director, corporate, social, and economic power at the apex of the corporate community. We argue that there is considerable differentiation in the purpose and effects of the many different forms of social and economic power within the corporate community. In particular, we argue that the alienability of the benefits of physical capital (Coleman, 1990/1994) leads owners to place relatively low emphasis on their own social capital (e.g., interlocks). We also argue that business men’s clubs and elite private schools, traditionally viewed as markers of upper-class membership and facilitators of corporate unity, play different roles within the Australian corporate community: we hypothesize that business men’s clubs are bonding social capital (Putnam, 2000, 22– 24) closer to in-group social capital, binding those corporations with common interests and identities, whereas private schools act as bridging social capital, providing between-group social capital, drawing together the disparate parts of the corporate community, with little differentiation on the basis of interests and identities of corporate groups united by private school ties.In addition, we make three methodological contributions. First, we demonstrate that there are purely structural network effects that operate on corporate interlocks, independent of the economic, political, and sociological attributes of directors and corporations. In this, we are looking for effects similar to the one-mode effects we call “path closure” (Robins, Pattison, & Wang, 2009) or “transitivity” (Granovetter, 1973; Holland & Leinhardt, 1976; Watts & Strogatz, 1998), and other effects such as “popularity” (Barabasi & Albert, 1999; Frank & Strau","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"8 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128503200","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}