Corporate Governance: Internal Governance最新文献

{"title":"Insider Trading Patterns","authors":"Lee Biggerstaff, David C. Cicero, M. B. Wintoki","doi":"10.2139/ssrn.2128127","DOIUrl":"https://doi.org/10.2139/ssrn.2128127","url":null,"abstract":"We find that corporate insiders trade over longer periods of time when they may have a longer-lived informational advantage. Controlling for the duration of insiders' trading strategies, both their sales and purchases predict sizable abnormal returns on average. We discuss how failure to account for these trading patterns has previously masked the returns to insider trading, and show how accounting for them helps sharpen screens for corporate insiders who trade on information. We also provide evidence that insiders attempt to preserve their informational advantage to maximize trading profits by disclosing their trades after the market has closed. When insiders report their trades after business hours they are more likely to engage in extended sequences of trades, they trade more shares overall, and their trades predict larger abnormal returns.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"287 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-05-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116578226","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 Corporate Governance Quality Influence Private In-House Meeting Frequency and Insider Trading?","authors":"R. M. Bowen, S. Dutta, Songlian Tang, P. Zhu","doi":"10.2139/ssrn.3524533","DOIUrl":"https://doi.org/10.2139/ssrn.3524533","url":null,"abstract":"We examine the effectiveness of corporate governance in monitoring private in-house meetings between management and investors. Consistent with better corporate governance curbing the opportunistic corporate disclosure and insider trading behavior, we find a negative association between governance quality and (i) private in-house meeting frequency, (ii) reduced insider trading frequency and value around private in-house meetings, and (iii) reduced insider trading profitability around these meetings. We document a potential channel that may explain these findings. Particularly, we find that firms with better corporate governance tend to reduce leakage of price-sensitive information during private in-house meetings, which limits the opportunity to make profitable insider trades. Our results are robust using instrumental variable and propensity score matching approaches to address endogeneity. We argue that improving corporate governance quality may be a partial substitute for costly government regulation designed to curb negative consequences of private in-house meetings.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"26 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-01-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125473076","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":"Shareholder Satisfaction with Overlapping Directors","authors":"Rachel Li, Miriam Schwartz-Ziv","doi":"10.2139/ssrn.3278243","DOIUrl":"https://doi.org/10.2139/ssrn.3278243","url":null,"abstract":"Mutual fund shareholders are particularly supportive of “overlapping directors”—directors who serve simultaneously on a corporate board and a mutual fund board. Such support is observed on behalf of both connected funds (sharing a director with the company) and non-connected funds (not sharing a director with the company), and is particularly prominent when monitoring is needed. Our results suggest that the benefits offered by overlapping directors to all fund shareholders exceed the costs arising from their potential conflicts of interest, and that the benefits they offer are more valuable to mutual fund shareholders than to other types of shareholders.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"28 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-01-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126673971","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":"Firm-Initiated Clawback Provisions and Insider Trading","authors":"T. Le, B. Oliver, Kelvin Jui Keng Tan","doi":"10.2139/ssrn.3517284","DOIUrl":"https://doi.org/10.2139/ssrn.3517284","url":null,"abstract":"This paper investigates the causal effect of firm-initiated compensation clawback provisions on the profitability of insider trading. We find that clawback provisions reduce the ability of insiders to generate profits from their trades, especially insider sales, based on their information advantage. However, this effect is not associated with prior information asymmetry conditions as the literature suggests. Instead, our evidence suggests that firm-initiated clawback provisions prevent firm insiders from extracting wealth relative to other market participants. Overall, our findings suggest that clawback provisions are effective in preventing insiders from withholding value-relevant information to trade gainfully.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"114 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-01-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124395289","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":"BREAKING THE GLASS CEILING: GENDER IMBALANCE IN SPANISH CORPORATE BOARDS (Rompiendo el techo de cristal: Desequilibrio de género en las juntas directivas españolas)","authors":"E. Fayos, Cátedra José María Cervelló","doi":"10.2139/ssrn.3728055","DOIUrl":"https://doi.org/10.2139/ssrn.3728055","url":null,"abstract":"<b>English Abstract:</b> Gender discrimination is one of the greatest challenges faced by modern society. This paper focuses on positive action measures and, particularly, gender quotas, as tools aimed at breaking the so-called glass ceiling, assessing how this kind of measures have crystalized in our legal order. It also reflects on the delicate balance between the principle of equality and positive action, a thorny issue that has been addressed by our courts of law amidst great controversy. Likewise, it analyzes the different measures and policies implemented at national and European level in breaking the glass ceiling measuring their success in fostering gender balance in corporate boards.<br><br><b>Spanish Abstract:</b> La discriminación de género es uno de los grandes retos a los que se enfrenta nuestra sociedad. Este ensayo se centra en las medidas de acción positiva y, en particular, las cuotas de género, como instrumentos dirigidos a romper el llamado techo de cristal, analizando cómo este tipo de medidas han cristalizado en nuestro ordenamiento jurídico. También reflexiona sobre el difícil equilibrio entre el principio de igualdad y la acción positiva, espinosa cuestión que ha sido abordada por nuestros tribunales con gran controversia. Asimismo, analiza las distintas medidas y políticas implementadas a nivel nacional y europeo con el objetivo de romper el techo de cristal, midiendo el éxito de las mismas en promover la igualdad de género en los consejos de administración.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"15 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-11-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114964800","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":"Becker Meets Kyle: Inside Insider Trading","authors":"Marcin T. Kacperczyk, Emiliano S. Pagnotta","doi":"10.2139/ssrn.3142006","DOIUrl":"https://doi.org/10.2139/ssrn.3142006","url":null,"abstract":"How do illegal insiders trade on private information? Do they internalize legal risk? Using hand-collected data on insiders prosecuted by the SEC, we find that, consistent with Kyle (1985), insiders manage trade size and timing according to market conditions and the value of information. Gender, age, and profession play a lesser role. Various shocks to penalties and likelihood of prosecution show that insiders internalize legal risk by moderating aggressiveness, providing support to regulators' deterrence ability. Consistent with Becker (1968), following positive shocks to expected penalties, insiders concentrate on fewer signals of higher value. Thus, enforcement actions could hamper price informativeness.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"49 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124835967","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":"How Labor Unions Affect Firm Value: Evidence from Political Contributions in the United States","authors":"K. Woods, Kelvin Jui Keng Tan","doi":"10.2139/ssrn.3109159","DOIUrl":"https://doi.org/10.2139/ssrn.3109159","url":null,"abstract":"This paper investigates the relation between political engagement by special interest groups (corporations and labor unions) and corporate stock returns in the United States. Exploiting two opposing interventions affecting the legality of soft-money political contributions from unions and corporations, we find that abnormal returns around the ban (repeal) of soft-money contributions are positively (negatively) related to unionization. These results suggest that political spending by labor unions has a meaningfully deleterious effect on the value of unionized corporations. To counter-engage labor unions in the political arena, we find that unionized firms provide more support (i.e., hard-money contribution) for Republicans.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"3 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-06-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121743116","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":"Insider Trading As Fraud","authors":"Z. J. Gubler","doi":"10.2139/ssrn.3402158","DOIUrl":"https://doi.org/10.2139/ssrn.3402158","url":null,"abstract":"Federal insider-trading law consists, for the most part, of federal common law rooted in a statutory regime that prohibits fraud in connection with the purchase or sale of securities. Commentators have long lamented this fact, viewing the law’s grounding in an anti-fraud statute as a quirk of history with little to recommend it. After all, what does fraud have to do with insider trading? \u0000 \u0000A lot, it turns out. In this article, I develop a theory explaining and defending the fraud-based nature of federal insider trading law. Specifically, I argue that Rule 10b-5, the anti-fraud rule in question, should be understood as altering the common law rule barring parties from contracting for fraud liability. As contract scholars have shown, this common law rule prevents contracting parties from effectively deterring certain hard-to-detect breaches of which insider trading is but one example. Rule 10b-5, I argue, reverses the common law rule, allowing contracting parties to contract for fraud liability and the accompanying extra-compensatory damages for insider trading. \u0000 \u0000The implications of this new theory of insider trading law are significant. First, this theory helps us explain the law as it’s been received, something that competing theories simply can’t do. Second, it implies that insider trading liability under Rule 10b-5 should not be limited to fiduciaries but should include trading by at least some non-fiduciaries as well. Third, this theory provides courts with a tractable way of determining the scope of Rule 10b-5 – they must ask whether the trader and the information source are likely to have contracted for insider trading liability under Rule 10b-5, an inquiry that turns in part on the availability of alternatives to fraud liability for deterring insider trading. Fourth, and finally, the contractual fraud theory of insider trading law implies that, interpreting these implicit contracts over information, the SEC can cast a broader liability net than courts. Consequently, this theory explains not just the Supreme Court’s insider trading jurisprudence but also rules promulgated by the SEC, like rule 10b5-2, which are thought to go beyond the limits of the Court’s interpretation of the statute. This theory implies that the SEC is well within its authority to adopt Rule 10b5-2, a proposition that has been called into question by some federal courts.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"52 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-06-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121986450","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":"Women on Board, Regulations and Reality","authors":"Velmurugan Palaniappan Shanmugam, A. T","doi":"10.2139/ssrn.3360211","DOIUrl":"https://doi.org/10.2139/ssrn.3360211","url":null,"abstract":"An attempt made in this paper to understand the credibility of Corporate Governance regulations relating to mandatory women representation in Indian companies. It considered recent regulatory norms introduced by SEBI on women representation. Reviews of articles and data from NSE 50 companies are taken for the completion of this paper. From the analysis of top 50 companies listed with NSE, using simple percentage analysis and review based analysis it is found that there is relatively poor representation of women in executive ranks in corporations. After the implementation of Sec 149 of Companies Act 2013 there is a drastic change in the women representation. It is found that in many companies’ female appointments are made to satisfy the legal provisions in companies act, 2013. This study shows that single women on board and tokenism of female members in board prevent the effective functioning of the women directors in board. This study concluded with valuable recommendations to improve the norms, that leads to more effective implementation of gender diversity on corporate boards in India.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"6 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114584249","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 and Sustainable Value Creation The Legal Entity, Co-Determination and Other Means","authors":"J. Veldman","doi":"10.54648/eulr2019013","DOIUrl":"https://doi.org/10.54648/eulr2019013","url":null,"abstract":"Boards of directors face growing pressures to engage with systemic risks and sustainable value creation. In this article I explore how an entity view in company law provides a consideration of the status, architecture and purpose of the modern corporation that theoretically offers the capacity to integrate such issues in corporate strategy. I also explore how specific models of corporate architecture such as co-determination relate to such an entity view. Exploring different perspectives on the VW case I show how a dominant view of corporate governance conflicts with the assumptions underlying co-determination. In relation to these issues I argue that the entity view and co-determination do not provide panacea for the reform of corporate governance theory and practice, but provide conceptual building blocks that may be used to engage in a creative way with notions of status, architecture and purpose in order to enhance the capacity for company directors to engage with systemic risks and sustainable value creation in corporate strategy.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"59 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126551003","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}