Corporate Governance: Internal Governance最新文献

{"title":"Directors’ Fiduciary Duties in the Zone of Insolvency and Actual Insolvency: To Whom, What, and When?","authors":"Michael R. Patrone","doi":"10.2139/ssrn.1851103","DOIUrl":"https://doi.org/10.2139/ssrn.1851103","url":null,"abstract":"The Delaware Supreme Court recently held that corporate directors’ fiduciary duties do not expand beyond the enterprise and shareholders to encompass creditors. This applies both when the corporation is in the zone of insolvency and when actually insolvent. Thus, should corporations take on more risk to produce value for shareholders to the potential detriment of creditors? Alternatively, do the directors’ duties to the enterprise require taking less risk? Finally, is there an overriding federal fiduciary duty to creditors in the Bankruptcy Code? This Note analyzes and proposes answers to these questions.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"11 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-05-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121022889","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 Use of ERISA § 3(38) Investment Managers in Plans Offering Mutual Fund Investment Options to Participants","authors":"Herbert A. Whitehouse","doi":"10.2139/SSRN.1811085","DOIUrl":"https://doi.org/10.2139/SSRN.1811085","url":null,"abstract":"The paradigm shift that is developing in the defined contribution world is one that involves the twin principles of investment delegation and a focus on the portfolio. In no way is this development radical. In fact, the new paradigm essentially brings to the defined contribution world the long established governance principles of the defined contribution fiduciary’s elder brother, the defined benefit fiduciary. The defined benefit fiduciary may use a discretionary trustee to manage its overall portfolio; but even the trustee will commonly use ERISA § 3(38) investment managers to manage sub-portfolios. These managers are charged with specific implementation of a plan’s investment policy, and each manager is required to acknowledge its fiduciary responsibility to the plan. In order to achieve the same type of portfolio management that a defined benefit plan (or a large defined contribution plan) obtains from § 3(38) investment managers, the defined contribution fiduciary commonly uses mutual funds. But mutual fund managers will not accept fiduciary responsibility, and they will not even look at a plan’s funding or investment policies. Where the defined benefit fiduciary world has long been engaged in sophisticated portfolio optimization with respect to specific funding policy objectives, this approach to portfolio investing is still being developed by the defined contribution fiduciary. The reasons for this are obvious. First, when the sub-portfolio manager has no fiduciary obligation to the plan or to the overall investment policy for that plan, the integration of these sub-portfolio managers into an optimized overall plan portfolio is at best a derivative exercise. The investment strategy and the approach of the real asset class managers are not ordered with respect to any overall portfolio efficiency objectives; rather, a fund can be chosen because its underlying approach, within the constraints expressed in the fund’s prospectus, is appropriate for overall portfolio optimization. In addition, of course, most defined contribution plans allow participants to create their own portfolios. Moreover, for a long time fiduciaries had a concern about taking on additional liability for assisting participants, even though every named fiduciary who needs the advice of an investment advisor knows that the portfolios created by unsophisticated participants will grossly fail to serve participants as a whole. Plus, it is much easier to measure the performance of investment options against a particular asset class benchmarks for each fund than to measure whether participants had created optimized portfolios for themselves. But we are already seeing the use of many alternative participant paths to portfolios. These approaches generally require fiduciary delegation and the use of governance structures built around the use of sophisticated § 3(38) investment managers. All of this is improving participant outcomes; and improved outcomes increase the return on a pla","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"62 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-04-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132668972","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":"Self-Dealing by Corporate Insiders: Legal Constraints and Loopholes","authors":"V. Atanasov, Bernard Black, Conrad S. Ciccotello","doi":"10.4337/9781781005217.00032","DOIUrl":"https://doi.org/10.4337/9781781005217.00032","url":null,"abstract":"Insiders (managers and controlling shareholders) can extract (tunnel) wealth from firms using a variety of methods. This article examines the different ways in which U.S. law limits, or fails to limit, three types of self-dealing transactions – cash flow tunneling, asset tunneling, and equity tunneling. We examine how U.S. corporate, securities, bankruptcy, and tax law, accounting rules, and stock exchange rules impact each form of self-dealing, and identify weaknesses in these rules. We argue that a variety of complex asset and equity transactions, as well as equity-based executive compensation, can escape legal constraints. We propose changes in corporate, disclosure, and shareholder approval rules to address the principal gaps that emerge from our analysis. For an extended version of this article, including case studies illustrating how these loopholes are exploited, see Atanasov, Black, and Ciccotello, Law and Tunneling (2011), 37 Journal of Corporation Law 1-49, available at http://ssrn.com/abstract=1444414.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"26 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-03-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128658506","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":"Board Structure, Firm Value and Stock Performance: An Empirical Analysis of French Equities","authors":"Nicolas Felgueiras","doi":"10.2139/ssrn.1797773","DOIUrl":"https://doi.org/10.2139/ssrn.1797773","url":null,"abstract":"In this paper, we investigate one particular dimension of corporate governance, namely board composition, and present empirical evidence regarding its relationship with performance on French equities. To this end, we build our own board index combining six board provisions which are commonly used in the literature and run regressions on governance-sorted portfolios to evaluate their performance. We find no statistically significant relationship between board composition and stock returns even after adjusting for market, size and book-to-market factors during the 2005-2010 period. In addition, we investigate the relationship between our index and its components with firm value, as measured with Tobin’s Q, and find no evidence that board composition and valuation are correlated.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"5 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-12-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124870791","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 in Transition and Developing Economies: A Case Study of Macedonia","authors":"Robert W. McGee","doi":"10.2139/ssrn.1664798","DOIUrl":"https://doi.org/10.2139/ssrn.1664798","url":null,"abstract":"The World Bank has published a series of reports on corporate governance as part of its project on the Reports on the Observance of Standards and Codes (ROSC). The corporate governance principles in its ROSC Reports are benchmarked against the OECD’s Principles of Corporate Governance (OECD 2004). The main categories of principles are discussed below. This study focuses on the main corporate governance attributes of Macedonia. The paper concludes with an extensive bibliography.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"48 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-08-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134543318","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":"Effects of Firm Complexity on the Adaption of Board Structure: Evidence from U.S. Electric Utilities Following Deregulation","authors":"Chun Keung Hoi, Patricia L. Wollan","doi":"10.2139/ssrn.1635371","DOIUrl":"https://doi.org/10.2139/ssrn.1635371","url":null,"abstract":"This paper reexamines the adaptation of board structure in U.S. electric utilities following deregulation. Post-deregulation changes in board size and the number of outside directors are positively and statistically-significantly associated with changes in the complexity of a firm’s operations. Electric utilities that do not become more complex after deregulation reduce their board size significantly, employing fewer outside and inside directors. In contrast, board size is unchanged for firms that become more complex; these utilities employ more outsiders but fewer inside directors after deregulation. We conclude that electric utility boards adapt to deregulation by accommodating for changes in firm complexity in addition to other effects induced by deregulation.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"729 ","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-07-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"120879853","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":"Intangible Assets and Internal Controls in Global Companies","authors":"Daniela M. Salvioni","doi":"10.4468/2010.2.04SALVIONI","DOIUrl":"https://doi.org/10.4468/2010.2.04SALVIONI","url":null,"abstract":"The effectiveness of corporate governance processes on global markets entails the adoption of ramified internal control systems, and the adaptation of the variables that are significant to this end to respond to the evolution of surrounding conditions. Analysis of the changes that have taken place in the main variables on which global companies concentrate their attention and their controls reveals, in particular, a growing need to evolve from the dominance of tangible components to a situation that takes intangible assets into due consideration. We refer to the corporate culture and the information system which represent both elements on which the effectiveness of governance processes is based and factors to be monitored with suitable internal control procedures","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"67 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115541543","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":"Understanding Collaborative Governance from the Structural Choice - Politics, IAD, and Transaction Cost Perspectives","authors":"S. Tang, D. Mazmanian","doi":"10.2139/ssrn.1516851","DOIUrl":"https://doi.org/10.2139/ssrn.1516851","url":null,"abstract":"Defined as the process of establishing, steering, facilitating, operating, and monitoring cross-sectoral organizational arrangements to address public policy problems, collaborative governance has emerged as an institutional form valued by both professional and research audiences across a growing range of policy arenas. Practice has preceded theory, however, and we know far more about particulars than how to explain from broader theoretical perspectives the emergence and viability of collaborative governance. This paper explores how three well established and related theoretical perspectives — structural choice politics, the institutional analysis and development (IAD) framework, and transaction cost analysis — can be used to bring theoretical clarity to the phenomenon of collaborative governance. In addition to suggesting research propositions from the three perspectives, the paper also proposes directions for future research.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"68 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121648708","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":"Social Network and Firm Performance: An Empirical Analysis of Canadian Boards","authors":"Saidatou Dicko, Gaétan Breton","doi":"10.2139/ssrn.1533931","DOIUrl":"https://doi.org/10.2139/ssrn.1533931","url":null,"abstract":"Despite a still low level of theorization of firm’s management, we have some proposals pointing in the direction of an effect of the Board composition on the performance. The Resource based view of the firm would explain this relationship by the social capital (networks) of Board’s members. This study examines the influence of social relationships of board of directors’ members on the performance of the firm using a sample of the 100 largest listed Canadian companies. Social relationships are measured by three factors: economic affiliations, political affiliations and social affiliations. The performance of the firm is measured by the return on assets. The results of regression analysis suggest that only the political affiliations of board of directors’ members have a significant although negative impact on the performance of the firm. These results suggest that separating business and politics might be a good idea as politics appear to be harmful to business.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"12 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-01-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124067420","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":"Inside Organizations: Pricing, Politics, and Path Dependence","authors":"R. Gibbons","doi":"10.2139/ssrn.1555725","DOIUrl":"https://doi.org/10.2139/ssrn.1555725","url":null,"abstract":"When economists have considered organizations, much attention has focused on the boundary of the firm, rather than its internal structures and processes. In contrast, this review sketches three approaches to the economic theory of internal organization—one substantially developed, another rapidly emerging, and a third on the horizon. The first approach (pricing) applies Pigou's prescription: If markets get prices wrong, then the economist's job is to fix the prices. The second approach (politics) considers environments where important actions inside organizations simply cannot be priced, so power and control become central. Finally, the third approach (path dependence) complements the first two by shifting attention from the between variance to the within. That is, rather than asking how organizations confronting different circumstances should choose different structures and processes, the focus here is on how path dependence can cause persistent performance differences among seemingly similar enterprises.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"130 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-12-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131771755","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}