Corporate Governance: Arrangements & Laws eJournal最新文献

{"title":"Does Tax Enforcement Deter Managers’ Self-Dealing?","authors":"Benjamin P. Yost, Susan Shu","doi":"10.2139/ssrn.3643129","DOIUrl":"https://doi.org/10.2139/ssrn.3643129","url":null,"abstract":"This study examines the effect of corporate tax enforcement on managerial self-dealing, with a focus on manipulated gifts of insider stock. Prior work suggests that managers employ a variety of manipulative techniques to maximize their personal tax benefits from donating corporate stock, such as strategically timing gifts based on private information and fraudulently backdating gifts to the date with the highest price (Yermack, 2009; Avci et al., 2016). Building on prior literature suggesting that the tax authority can discipline managerial misconduct, we hypothesize that IRS scrutiny from a corporate tax audit raises managers’ perceived risk of detection, who refrain from making manipulated stock gifts while the firm is under audit. Using a novel, firm-specific measure to identify firms under audit, we find direct evidence that heightened scrutiny from tax enforcement serves as an effective monitoring mechanism and reduces managers’ self-dealing behavior.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"40 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-10-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116346397","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 SEC Filing Review Process: A Survey and Future Research Opportunities","authors":"Lauren M. Cunningham, J. J. Leidner","doi":"10.2139/ssrn.3494830","DOIUrl":"https://doi.org/10.2139/ssrn.3494830","url":null,"abstract":"As part of its goal to monitor and enhance the quality of information available to investors, the Securities and Exchange Commission (SEC) reviews companies’ filings to ensure compliance with applicable financial reporting and disclosure requirements. Increased public interest and the substantial costs for both the SEC in reviewing and the companies in responding have led to a rapidly growing body of accounting literature that examines the filing review process. We survey and comment on 80 published and unpublished academic research papers in this literature and identify significant gaps that future research should address. We also summarize the institutional features of the filing review process, aiming to inform future academic studies. Our survey should be of interest to both academics and market participants evaluating the effectiveness and efficiency of the filing review process.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"53 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122032527","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":"Mergers, Antitrust, and the Interplay of Entrepreneurial Activity and the Investments that Fund It","authors":"Gary Dushnitsky, D. Sokol","doi":"10.2139/ssrn.3863580","DOIUrl":"https://doi.org/10.2139/ssrn.3863580","url":null,"abstract":"This paper addresses the potentially negative implications of proposed antitrust legislation on the entrepreneurial ecosystem in general and particularly focuses on the Venture Capitalists (VCs) that fund it. First, it offers a review of how antitrust merger law currently works and how proposed legislative changes to antitrust may threaten the innovative VC-backed ecosystem that has made the United States the center of global innovation across many different industries. Accompanying this review are some empirical observations. Second, recognizing that understanding innovative entrepreneurial activity calls for a deep appreciation of those who back it, the paper provides an overview of the entrepreneurial ecosystem and the motivations of VCs. In so doing, it identifies the drivers of entrepreneurial innovation and explain why changes to merger law may threaten these models of facilitating innovative growth-orientated entrepreneurs. Lastly, the paper concludes that changes to merger law may have negative effects on the entire entrepreneurial ecosystem and hinder US innovation.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"18 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129371311","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":"Uncommon Implications of the Common Ownership Hypothesis","authors":"Jeremy McClane, Michael Sinkinson","doi":"10.2139/ssrn.3902736","DOIUrl":"https://doi.org/10.2139/ssrn.3902736","url":null,"abstract":"One of the most pressing dilemmas facing consumer protection policy and corporate law is the common ownership problem – the idea that diversified investment products that help millions of consumers are indirectly making them worse off. The hypothesis states that when the same investment funds own sizable stakes in rival firms, those firms will have less incentive to compete with one another, leading to higher prices, lower wages and greater income inequality. We argue that current attempts to resolve the common ownership question are destined for stalemate because they are premised on a misunderstanding of the empirical evidence that frames the issue. The problem stems from a flawed measure of common ownership that drives the results of the empirical research on common ownership mechanically, rather than revealing anything about the underlying reality of the issue. We demonstrate this flaw by replicating the foundational “airline paper,” showing that a relationship between ownership and anticompetitive price increases can be obtained using completely random common ownership or low, presumably harmless levels of common ownership, in line with what some have proposed as a legal limit. We propose an alternative empirical and legal approach to the common ownership problem that empirically tests a set of logical implications of common ownership theory that have thus far been missing from the conversation. These implications entail empirical observations that should be surprising and uncommon absent the effects of common ownership. Specifically, if the economic theory that underpins the hypothesis is true, certain transactional forms in the life of a firm that are assumed irrelevant for consumers should have dramatic effects on consumer prices. For example, Mondelez’s decision to change a subsidiary’s on-paper nationality through a tax inversion would be expected to lower other companies’ coffee prices. And Proctor & Gamble’s decision to pay in stock instead of cash to acquire Gillette should cause unrelated third-party companies to sell cheaper batteries. We explain how predictions like these can guide legal research and empirical inquiry into common ownership’s effects, mechanisms and solutions.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"60 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-07-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114586263","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":"From a Communist Heritage to an Unwanted Past: The Case of Romania","authors":"Ricardo Parra, J. Ferraz","doi":"10.2139/ssrn.3899261","DOIUrl":"https://doi.org/10.2139/ssrn.3899261","url":null,"abstract":"Communist ideologies and political regimes have had their specific models of tourism. These models reflect on the way former communist countries view tourism today. Despite the long communist period, Romania refuses to accept Communism as an integral part of its historical culture and society, being perceived as a dark period of its history. Several campaigns which were broadcasted as a way to show the cultural and natural beauty of the country, promote rural tourism and the ancient Romanian History, eluding themes and subjects related with that recent past. Even though there has been a growing touristic interest in Romania’s communist heritage, the country’s strategies express the difficulty in accepting Communism as part of the Romanian cultural identity and history. Thus, what communication strategies does Romania use to promote its culture, in order to avoid its communist heritage? What are the reasons behind the country’s vehement silence about its past? This article aims to discuss how and why the country and its population promote specific tourist products as a way to avoid their communist legacy.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"65 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-07-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132384455","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":"International Valuation Standards Council Defined Jurisdiction Affect on the Benefit Conferred and Financial Contribution","authors":"Andrew Drazdik Jr","doi":"10.2139/ssrn.3897472","DOIUrl":"https://doi.org/10.2139/ssrn.3897472","url":null,"abstract":"As the expectations can be predicted as performance in the market a fair value predictions on risk reward models for balance sheet financial statements offers evidence to the legal and regulatory environment and to the investor(s) that gain or loss is realized. These effects on consumer choice, buying power, and overall knowledge of the investor can then be used to assess market value based on the International Valuation Standards Council defined jurisdiction affect on the benefit conferred and financial contribution within the United States and according to the United States Code as regulatory policy.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"3 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-07-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129846904","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 Joint-Stock Company is Not King: Legal Form Affects the Performance of the Company","authors":"Tadeusz Dudycz","doi":"10.2139/ssrn.3800830","DOIUrl":"https://doi.org/10.2139/ssrn.3800830","url":null,"abstract":"The choice of legal form affects many aspects of the company's operation and is one of the key decisions that an entrepreneur must make. In this article, we conduct a comparative analysis of six legal forms of companies in terms of efficiency, indebtedness, growth and risk. Based on 72,596 observations of companies operating in Poland in the years 2005–2018, we show that the corporate form and limited liability, contrary to popular opinion, do not ensure the highest efficiency. They also do not stand out in terms of growth and risk. The article contributes to the entrepreneurial literature by showing that entrepreneurship, direct involvement with the company, and the specific bond between partners are still key success factors. On the other hand, by showing that the agency problems resulting from the separation of ownership from management destroy all the attributes assigned to corporations, the study contributes to the literature on corporate governance.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-03-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131341761","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":"Paper Series III – Company’s Contract, Authentication and Service of Documents on a Company","authors":"Ikemefuna Stephen Nwoye","doi":"10.2139/ssrn.3727232","DOIUrl":"https://doi.org/10.2139/ssrn.3727232","url":null,"abstract":"Corporate finance and securities transactions are carried out predominantly by non-natural juristic persons, corporate and sovereign owned entities. Considering that they are not natural persons with legal capacity, a lot depends on their legal status and constituting documents. <br><br>Whether it is a loan facility transaction, or an equity/debt capital markets offerings or even derivatives transactions entered into by a company, the capacity of a company to enter into that transaction, the authentication of the transactional documents and the service or exchange of relevant transaction documents on a company or between the parties are pivotal to the completion of the transaction, its validity and sustainability and performance afterwards.<br><br>This Paper Series III will examine the all-encompassing legal and statutory premises for a company’s contract, authentication, and service or exchange of documents.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"17 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-11-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132348364","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 Whistleblowing, Smart Regulation and Regtech: The Coming of the Whistlebot?","authors":"V. Brand","doi":"10.2139/ssrn.3698446","DOIUrl":"https://doi.org/10.2139/ssrn.3698446","url":null,"abstract":"The recent evolution of corporate whistleblowing has demonstrated the capacity of effective internal corporate whistleblowing systems to support regulatory aims. Further, theoretical support for the role of internal corporate whistleblowers can be found in the smart regulation paradigm, which points to the potential for whistleblowers to operate as surrogate regulators. In light of this, the potential impact of fast-developing ‘RegTech’ applications on corporate whistleblowing activity has significant regulatory implications. While ‘first’ generation RegTech applications such as improved data analytics already have the capability to assist corporations to implement more efficient internal whistleblowing systems, the rise of second-generation AI-powered RegTech technologies is likely to further disrupt, and potentially transform, the practice of whistleblowing in corporations. As AI advances, internal corporate whistleblowers may be supplemented, or even replaced, by ‘whistlebots’ with the ability to report autonomously, with dramatic implications for the role of whistleblowing as a corporate regulatory device.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"2 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-09-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131262789","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":"בעלות מבוזרת, שליטה, ושיתופי פעולה בין גופים מוסדיים Diffused Ownership, Control and Director Appointments by Institutional Investors","authors":"Assaf Hamdani, Kobi Kastiel","doi":"10.2139/ssrn.3623370","DOIUrl":"https://doi.org/10.2139/ssrn.3623370","url":null,"abstract":"תקציר בעברית: בשנים האחרונות אנו עדים להתפתחות חדשה וייחודית לשוק ההון הישראלי: שיתוף פעולה בין גופים מוסדיים לצורך מינוי דירקטורים מטעמם בחברות ציבוריות ללא בעל שליטה. מגמה זו מחדדת את החשיבות בסימון קו הגבול שבין אקטיביזם של גופים מוסדיים לבין שליטה. אקטיביזם של גופים מוסדיים חיוני להגנת המשקיעים בחברות ציבוריות ולפיתוח שוק ההון, אך בישראל ובעולם מקובל לאסור על גופים מוסדיים לשלוט בחברות. הגברת מעורבות גופים מוסדיים במינוי דירקטורים מעוררת מספר שאלות: האם די בתיאום בין גופים מוסדיים למינוי דירקטורים כדי להפוך אותם לבעלי שליטה בחברה? האם הנימוקים ביסוד האיסור על גופים מוסדיים לשלוט בחברות ציבוריות חלים גם במקרה של תיאום עמדות לצורך מינוי דירקטורים? האם ראוי להחריג שיתוף פעולה בין גופים מוסדיים למינוי דירקטורים מהגדרת שליטה? אם כן, כיצד יש לעשות זאת? מאמר זה מציב את התשתית לבחינת שאלות אלו. בין היתר, אנו מסבירים מדוע בחברות עם מבנה בעלות מבוזר אין לראות כבעלי שליטה במוסדיים המשתפים פעולה באופן נקודתי או לצורך מיעוט מקרב הדירקטורים, מנתחים את היתרונות והחששות הנובעים משיתוף פעולה זה, לרבות במישור הריכוזיות הכלל משקית, ומציעים להסדיר את מעורבות הגופים המוסדיים במינוי דירקטורים באמצעות הגנת נמל מבטחים, וזאת כדי למנוע חשש כי מעורבות זו תעלה כדי שליטה.English Abstract: Institutional investors in Israel are increasingly active in director elections. Institutional investors with a significant ownership stake nominate their own candidate to public companies’ boards. They even join forces to appoint a majority of the board members. In this paper, we explore the tradeoff underlying this unique form of activism and call on policymakers in Israel to clarify the conditions under which institutional investors are permitted to appoint directors.Activism by institutional investors is commonly perceived as essential for investor protection and capital market development. At the same time, in Israel and around the world, institutional investors (such as mutual funds or pension fund) are prohibited from controlling public companies. When institutional investors become actively involved in nominating directors—and specially when they coordinate to appoint a majority of board members—policymakers are required to draw the line between engaging in activism and exercising control. This article explains why coordination among institutional investors may be necessary, and explores the conditions under which such coordination should not be treated as exercising control.","PeriodicalId":171263,"journal":{"name":"Corporate Governance: Arrangements & Laws eJournal","volume":"66 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-06-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121527451","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}