Corporate Governance: Internal Governance最新文献

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Deal-by-Deal Compensation Structures and Portfolio Diversification 逐笔交易薪酬结构与投资组合多元化
Corporate Governance: Internal Governance Pub Date : 2019-03-04 DOI: 10.2139/ssrn.3287891
João António Magro
{"title":"Deal-by-Deal Compensation Structures and Portfolio Diversification","authors":"João António Magro","doi":"10.2139/ssrn.3287891","DOIUrl":"https://doi.org/10.2139/ssrn.3287891","url":null,"abstract":"This paper studies the relationship between compensation, investment strategies and performance in private equity. Some funds adopt deal-by-deal carried interest models. Under these rules, bonus payments to General Partners are a function of each deal within the fund. These are paid only when positive deal returns are realized, resembling a portfolio of call options. I show that deal-by-deal compensation induces greater heterogeneity in portfolio investments. Funds select firms with increased diversification across specific risk factors. Net performance is negatively affected by higher fee payments. This paper uses a new dataset that includes fee and investor cash flow data.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"57 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":"114817913","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}
引用次数: 3
Disclosure of Financial Statement Line Items and Insider Trading Around Earnings Announcements 财务报表分项披露与收益公告内幕交易
Corporate Governance: Internal Governance Pub Date : 2019-01-03 DOI: 10.2139/ssrn.3365212
Yongoh Roh, Paul Zarowin
{"title":"Disclosure of Financial Statement Line Items and Insider Trading Around Earnings Announcements","authors":"Yongoh Roh, Paul Zarowin","doi":"10.2139/ssrn.3365212","DOIUrl":"https://doi.org/10.2139/ssrn.3365212","url":null,"abstract":"This paper examines the relation between voluntary disclosure of financial statement line items accompanying, and insider trading around, quarterly earnings announcements. We find that investors’ reaction to positive earnings news is temporarily heightened by financial statement line items disclosed during earnings announcements. We show that managers, apparently aware of investors’ reaction, disclose more financial statement line items along with earnings and profitably trade shortly after earnings announcements. These results are more pronounced for CEO/CFO trades and opportunistic insider trades. Overall, our results are consistent with managers’ strategically disclosing line items to exploit the short-term return effect to their private benefit. We integrate three previously disparate phenomena – stock returns around earnings announcements, insider trading around earnings announcements, and voluntary disclosures around earnings announcements – into pieces of one mosaic.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"365 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-01-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127578900","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}
引用次数: 3
Bank Boards: What Has Changed Since the Financial Crisis? 银行董事会:金融危机以来发生了什么变化?
Corporate Governance: Internal Governance Pub Date : 2019-01-01 DOI: 10.2139/ssrn.2722175
Shivaram Rajgopal, Suraj Srinivasan, Y. Wong
{"title":"Bank Boards: What Has Changed Since the Financial Crisis?","authors":"Shivaram Rajgopal, Suraj Srinivasan, Y. Wong","doi":"10.2139/ssrn.2722175","DOIUrl":"https://doi.org/10.2139/ssrn.2722175","url":null,"abstract":"We investigate how board oversight of U.S. banks has improved since the 2008 financial crisis. Several government-mandated committees have highlighted four key deficiencies with bank boards before the crisis: (i) group think among bank board members; (ii) absence of prior banking experience of board members; (iii) busy board members, especially the chairperson; and (iv) inadequate emphasis on risk management. Our empirical analysis compares proxies for these deficiencies between 97 U.S. banks and 1,297 nonbanks before (2007) and after the crisis, 2008-2015. Based on such an analysis, we do not find (i) that a significant difference in the proportion of directors has turned over from bank boards since 2007 relative to boards of 1,297 firms in other industries; (ii) evidence of greater gender or racial diversity in bank boards or of a greater split between the chairperson and CEO’s position or of an increase in the number of directors appointed outside of the current CEO’s tenure in the post crisis period, relative to nonbanks; (iii) that the number of outside board seats of bank directors, a measure of time commitment, has fallen after the crisis, and (v) that a bank's chairperson is less likely to sit on at least one outside board, relative to before the crisis. Virtually every bank now has a Chief Risk Officer (CRO) but the CRO is unlikely to feature among the top five most compensated employees of the average bank. The number of banks that have an independent risk committee and a committee devoted to reputation management has increased since the crisis. We conduct several validity checks to ensure that improvements in our governance proxies are indeed shareholder value increasing events. In sum, the composition of bank boards appears to have responded modestly to the financial crisis.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132875489","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}
引用次数: 9
Enforcement of Non-Compete Agreements, Outside Employment Opportunities, and Insider Trading 执行竞业禁止协议、外部就业机会和内幕交易
Corporate Governance: Internal Governance Pub Date : 2018-11-01 DOI: 10.2139/ssrn.3083133
B. Gao, Feng Guo, Ling Lei Lisic, Thomas C. Omer
{"title":"Enforcement of Non-Compete Agreements, Outside Employment Opportunities, and Insider Trading","authors":"B. Gao, Feng Guo, Ling Lei Lisic, Thomas C. Omer","doi":"10.2139/ssrn.3083133","DOIUrl":"https://doi.org/10.2139/ssrn.3083133","url":null,"abstract":"Companies often use non-compete agreements to restrict employees from joining or forming a rival company. However, enforcement of non-compete agreements could also affect executive and director incentives to trade on their inside ownership because excessive trading profits could result in termination, which would trigger the restrictions imposed by the non-compete agreements. We find that executives’ and directors’ insider trading profits are lower for companies headquartered in states with greater enforcement of non-compete agreements. This result is stronger for companies with greater product market competition and insiders with more trading. We also find associations between the enforcement of non-compete agreements and lower insider trading volume and lower future earnings surprises. Together, these findings suggest that enforcement of non-compete agreements reduce the trading incentives for executives and directors by imposing costs associated with executives’ and directors’ future outside employment opportunities.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-11-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121646774","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}
引用次数: 0
The Effect of Board Gender Diversity on R&D 董事会性别多样性对研发的影响
Corporate Governance: Internal Governance Pub Date : 2018-08-29 DOI: 10.2139/ssrn.3240783
Ofra Bazel-Shoham, Tamar Almor, Sang Mook Lee
{"title":"The Effect of Board Gender Diversity on R&D","authors":"Ofra Bazel-Shoham, Tamar Almor, Sang Mook Lee","doi":"10.2139/ssrn.3240783","DOIUrl":"https://doi.org/10.2139/ssrn.3240783","url":null,"abstract":"In this paper, we propose that gender affects the ambidextrous behavior of a firm. Subsequently, we study this empirically by using a micro‐foundational approach. Building on behavioral ambidexterity and the incentive approach to ambidexterity, we construct a theoretical argument that the male-female gender identity of directors influences the exploitative and explorative behavior of organizations. This theory is then tested empirically using a data base that includes individual data for CEOs and board members in 44 countries, from 1999 to 2014, for 18,881 company-year pairs. \u0000Our findings show that gender diverse boards of directors are generally more conservative regarding investments in risky explorative behaviour, measured as R&D investment. The findings further show that gender diverse boards do encourage equity-based remuneration systems, which in turn, boost long-term explorative behaviour. Our findings show that gender diverse boards result in more complex organizational outcomes than assumed originally. Our data show that even gender diverse boards which have a minority of women behave differently in terms of the decisions made and the resulting outcome for ambidextrous organizational behavior.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"964 ","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-08-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114049314","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}
引用次数: 2
The Value of Political Capital: Dictatorship Collaborators as Business Elites 政治资本的价值:作为商业精英的独裁合作者
Corporate Governance: Internal Governance Pub Date : 2018-07-20 DOI: 10.2139/ssrn.3108784
F. González, M. Prem
{"title":"The Value of Political Capital: Dictatorship Collaborators as Business Elites","authors":"F. González, M. Prem","doi":"10.2139/ssrn.3108784","DOIUrl":"https://doi.org/10.2139/ssrn.3108784","url":null,"abstract":"What is the value of political capital for individuals? Towards the end of the Pinochet dictatorship in Chile, military and civilian collaborators entered the business elite, controlling the largest and most important firms in the country. Using a novel panel dataset of board members in these firms, we document a work premium for those who had previously collaborated with Pinochet. After democratization, however, collaborators were removed from boards and their compensation premium disappeared, suggesting that the value of their networks depreciated.To shed light on these findings, we study military personnel before, during, and after Pinochet and find evidence of a wage premium only during the dictatorship. We interpret these results as Pinochet favoring his collaborators while he was in power.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"182 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-07-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115551234","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}
引用次数: 10
Board of Directors: The Perspective of Independents in the Performance of Private Organizations? Evidences in Brazil 董事会:私营组织绩效中的独立董事视角?巴西的证据
Corporate Governance: Internal Governance Pub Date : 2018-06-07 DOI: 10.1590/1678-6971/ERAMF180003
R. C. D. Santos, L. É. Orso, S. Lizote, Rosilene Marcon
{"title":"Board of Directors: The Perspective of Independents in the Performance of Private Organizations? Evidences in Brazil","authors":"R. C. D. Santos, L. É. Orso, S. Lizote, Rosilene Marcon","doi":"10.1590/1678-6971/ERAMF180003","DOIUrl":"https://doi.org/10.1590/1678-6971/ERAMF180003","url":null,"abstract":"ABSTRACT Purpose: The study seeks to verify the influence of the board of directors’ independence on the performance of BM&FBOVESPA listed companies and to analyse which agency conflicts influence the performance of the board of directors. Originality/value: The factor of Brazil being an emerging country which lacks a strict legal system and control factors against corruption in these environments and the public sectors emphasizes the importance of applying the best corporate governance practice code in the main developed countries, reflecting the need for effective supervisory bodies that contribute to better financial performance of companies. Design/methodology/approach: The study involved a quantitative survey using a sample of 33 companies in the highway operating segment and 220 reports from 2010 to 2016. A fixed-effects regression model with panel data was used for analysis. Findings: The results were statistically significant for the board’s independence variables, which confirm the theory that the presence of independents as members of the board positively influences financial management and the company that holds the executive member and chairman of the board positions has a negative effect. The size of the board did not present statistical significance.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"29 8","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-06-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132870409","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}
引用次数: 7
Mitigating Effects of Gender Diverse Board in Companies Managed by Overconfident CEOs 性别多元化董事会对过度自信ceo管理的公司的缓解效应
Corporate Governance: Internal Governance Pub Date : 2018-06-06 DOI: 10.2139/ssrn.2989857
Suman Banerjee, Ronald W. Masulis, Arun Upadhyay
{"title":"Mitigating Effects of Gender Diverse Board in Companies Managed by Overconfident CEOs","authors":"Suman Banerjee, Ronald W. Masulis, Arun Upadhyay","doi":"10.2139/ssrn.2989857","DOIUrl":"https://doi.org/10.2139/ssrn.2989857","url":null,"abstract":"Prior literature posits that overconfident managers pursue aggressive investment and risk-taking strategies, and effective governance mechanism can help to restrain such behavior. We examine whether gender-diverse board helps to mitigate negative impacts of overconfident managers, and consequently improve firm performance. Specifically, we argue that women directors have different viewpoints and skill sets vis-a-vis their male counterparts – qualities that are necessary to achieve a more nuanced approach to corporate decision-making in an otherwise aggressive boardroom setting. Using data on 1500 S&P firms we find support for our main hypothesis. Further, we find that presence of only independent women director – neither gray nor insider – drives our result. Also, interestingly, we find that the positive effects of a gender-diverse board in companies headed by overconfident managers are limited to the only pre-SOX period and only limited to those firms that were SOX-non-compliant prior to the passage of SOX. Our results imply that implementing simpler governance-improving mechanism rather than imposing elaborate regulation may be in many cases equally effective in achieving desirable changes in management behavior.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"9 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-06-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122415624","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}
引用次数: 5
The Technological Investor: Deeper Innovation Through Reorientation 技术投资者:通过重新定位实现更深层次的创新
Corporate Governance: Internal Governance Pub Date : 2018-03-04 DOI: 10.2139/ssrn.3134078
Ashby H. B. Monk, Dane P. Rook
{"title":"The Technological Investor: Deeper Innovation Through Reorientation","authors":"Ashby H. B. Monk, Dane P. Rook","doi":"10.2139/ssrn.3134078","DOIUrl":"https://doi.org/10.2139/ssrn.3134078","url":null,"abstract":"Institutional investors have long struggled to manage their own technology, and widely fail at using advanced investment-related technologies to create competitive advantages. These technological disadvantages have had many negative ramifications for institutional investors, such as being exploited by financial intermediaries with more sophisticated technology, and hindering institutional investors’ more generic innovativeness and performance. But there is hope. Today, we believe this era of technological disadvantage is now coming to an end. Based on an extensive, multi-year investigation of institutional investors and their technological hurdles, we present a new path forward, wherein institutional investors become empowered through technology and use it to propel continual, deep innovation in how they generate financial returns. We describe a collection of specific, pragmatic changes that institutional investors should pursue with respect to data quality, culture, communication, and cooperation with one other. We also look deeper into the future and discuss how reorientation around these changes can let institutional investors embrace revolutionary technologies – like artificial-intelligence systems – to transform their capabilities and become the financial giants that we know they should be.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"48 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-03-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129080911","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}
引用次数: 4
Insider Trading in the Market with Rational Expected Prices 理性预期价格下的市场内幕交易
Corporate Governance: Internal Governance Pub Date : 2018-01-24 DOI: 10.2139/ssrn.3109189
Dq Zhou, Fuzhou Gong
{"title":"Insider Trading in the Market with Rational Expected Prices","authors":"Dq Zhou, Fuzhou Gong","doi":"10.2139/ssrn.3109189","DOIUrl":"https://doi.org/10.2139/ssrn.3109189","url":null,"abstract":"In the pioneering and influential Kyle's (1985) model, the market maker's pricing rule $lambda_{n}$ is regarded as a constant when the insider submits her optimal strategy. We loosen this assumption by taking into account sufficiently the effect the insider's strategy $x_{n}$ has on it. When the insider is risk-neutral, she obtains a larger amount of profits in expectation in our model than that in Kyle's (1985) model. When the insider is risk-averse, we get a strong-form efficient market as the trading opportunity approaches infinity. While when the insider is risk-seeking, the information is released at an increasing speed.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"76 39","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-01-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"120884849","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}
引用次数: 1
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