Corporate Law: Corporate Governance Law eJournal最新文献

{"title":"Board Interlocks and Corporate Governance","authors":"Michal Barzuza, Quinn D. Curtis","doi":"10.2139/SSRN.2521614","DOIUrl":"https://doi.org/10.2139/SSRN.2521614","url":null,"abstract":"This paper argues that director interlocks, a phenomenon in which directors sit on more than one corporate board, ought to be an object of expanded discussion in corporate governance research and practice. Thus far, interlocks have attracted little attention from legal scholars, and when interlocks have received attention from regulators, it is usually negative. A growing body of evidence points to interlocks as having a significant role in governance propagation and evolution. Core governance practices, including ones that are closely monitored by professionals, propagate via interlocks. Interlocks are not purely channels for spreading information; they have a significant impact even in an informationally rich environment. Both bad and good governance practices propagate via interlocks, and overall board connectivity is associated with higher returns. Interlocks help explain similarities and variations in corporate governance. Drawing strong normative conclusions in light of the state of the literature would be premature. Instead, we summarize the literature on interlocks and governance, analyze how and why interlocks could matter for governance, and suggest that, at the very least, recognizing interlocks as facilitating the diffusion of governance, and highly connected firms as potentially influential in setting governance practices, is important.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"37 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-11-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125446710","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 Legal Opinion is Necessary for Electronic Records Management Systems","authors":"Ken Chasse","doi":"10.2139/SSRN.2475460","DOIUrl":"https://doi.org/10.2139/SSRN.2475460","url":null,"abstract":"Because electronic records management systems (ERMS’s) technology has made electronic records a much more complicated technology than was pre-electronic paper records technology, a legal opinion as to compliance with the national or international standards of electronic records management, and with the major “legal” records requirements is now necessary. Experts in ERMS technology have long provided certifications of compliance with authoritative standards of electronic records management, but they should not be giving legal advice as to the “legal” requirements of such standards. And, legal advice is now required for ERMS’s because inter alia, records management by “good business practice” is no longer enough. Good records management is based upon “records system concepts,” and not merely upon “records concepts,” as was the previous paper records management technology. “The system integrity concept” i.e., proof of record’s integrity requires proof of records system integrity. Because a paper record in a file drawer has a system existence, it is not dependent upon its records system for anything. But because an electronic record has no physical existence, it is dependent upon its ERMS for everything, in particular, for its existence, its accessibility, and its integrity. An electronic record is like a drop of water in a pool of water — its “pool” is its ERMS. Therefore the efficacy of electronic discovery and admissibility of evidence proceedings based upon records, are dependent upon the quality of the parties’ electronic records management. Appendix A provides a list of the very common serious defects frequently found in ERMS’s — common because: (1) there is no law of general application requiring ERMS’s be kept in compliance with any authoritative standards of records management; and, (2) many organizations believe that “they can get along just fine” using only their most recently made and received records. Therefore when “compliance with standards” issues are raised, they will say, “but we’ve had no trouble before.” The necessary answer is, “that is only because you have never been challenged before.” Quite often in litigation, it is the older records that are the most important evidence in settling issues and disputes. Appendix B provides a summary of Canada’s major ERMS standard, which is heavily dependent upon international ERMS standards. “Records management law” will have to become a major area of the practice of law because: (1) records are the most frequently used kind of evidence; (2) an increasing number of major laws have records requirements; and, (3) we are now as dependent upon ERMS technology as we are upon motor vehicles technology.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-10-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128756545","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 Citizens United Gambit in Corporate Theory: A Reply to Bainbridge on Strine and Walter","authors":"D. Yosifon","doi":"10.2139/SSRN.2510967","DOIUrl":"https://doi.org/10.2139/SSRN.2510967","url":null,"abstract":"In a forthcoming article, Chief Justice of the Delaware Supreme Court Leo Strine and Nicholas Walter contribute to a growing chorus of analysts insisting that the United States Supreme Court’s decision in Citizens United v. FEC (2010) undermines the viability of the shareholder primacy norm in corporate theory. Professor Stephen Bainbridge has published a critique of Strine and Walter’s argument. In this brief essay, I criticize Bainbridge’s critique, and argue that the Citizens United gambit in corporate theory is indeed a compelling challenge to shareholder primacy theory.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"21 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-10-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114985926","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 Limitations of Disability Antidiscrimination Legislation: Policymaking and the Economic Well‐Being of People with Disabilities","authors":"M. Maroto, D. Pettinicchio","doi":"10.1111/lapo.12024","DOIUrl":"https://doi.org/10.1111/lapo.12024","url":null,"abstract":"Although Congress passed the Americans with Disabilities Act (ADA) to address, in large part, the declining economic well-being of people with disabilities—twenty years later—the trend has not reversed. To shed light on this puzzle, we use multilevel models to analyze Current Population Survey data from 1988 through 2012 matched with state-level predictors. We take a more nuanced approach than previous research and consider institutional factors related to the creation, enforcement, and interpretation of legislation, as well as individual demographics and employment situations. Our results show continual gaps in employment and earnings by disability status connected to the enactment of state-level antidiscrimination legislation, the number of ADA charges brought to the Equal Employment Opportunity Commission, and the results of ADA court settlements and decisions. Our findings suggest a complex relationship between legislative intent and policy outcomes, showcasing the multilayered institutional aspects behind the implementation of disability antidiscrimination legislation.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"29 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125412960","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":"Tax and Corporate Governance: The Influence of Tax on Managerial Agency Costs","authors":"David M. Schizer","doi":"10.2139/SSRN.2501660","DOIUrl":"https://doi.org/10.2139/SSRN.2501660","url":null,"abstract":"This chapter of the Oxford Handbook on Corporate Law and Governance canvasses a broad range of ways that tax influences managerial agency costs, focusing especially on the United States. In doing so, this chapter has two goals. The first is to help corporate law experts target managerial agency costs more effectively. The analysis here flags when tax is likely to exacerbate agency costs, and when it is likely to mitigate them. Armed with this information, corporate law experts have a better sense of how vigorous a contractual or corporate law response they need. In some cases, a change in the tax law may also be justified. This chapter’s second goal, then, is to enhance our understanding of tax rules, shedding light on a set of welfare effects that are important but understudied. After all, tax policy is more likely to enhance welfare if policymakers weigh all possible welfare effects, including managerial agency costs. Overall, the U.S. tax system’s record in influencing agency costs is not encouraging. After all, a tax system’s priority is not to reduce agency costs, but to raise revenue efficiently and fairly. Government tax experts do not usually have the expertise or motivation to tackle corporate governance problems. Tax also is a poor fit because it typically applies mandatorily and uniformly, while responses to agency cost should be molded to the context. For example, promoting stock options or leverage will be valuable in some settings, but disastrous in others. There also are political hurdles to be overcome. Accordingly, when tax rules target agency costs, the results often are poorly tailored or even counterproductive. Even so, the effects are not all bad. On the positive side of the ledger, U.S. tax rules encourage performance-based pay, albeit in blunt ways. In addition, by taxing intercompany dividends, the U.S. keeps block-holders in one firm from indirectly controlling other firms. U.S. tax rules also encourage leverage, which usually (but not always) mitigates managerial agency costs. Likewise, some tax rules favor long-term ownership, which can motivate shareholders to monitor management more carefully. The need to disclose financial information on a corporate tax return can also discipline management. Discouraging the use of offshore accounts and off-balance sheet entities can keep managers from cheating shareholders, as well as the fisc. On the other side of the ledger, U.S. tax rules can be a reason (or excuse) for flawed pay. Managers also can use tax as a pretext to retain earnings, and also to oppose takeovers that put their jobs at risk. Tax also can be invoked to justify “empire building” acquisitions as well as hedging, each of which appeals more to undiversified managers than to diversified shareholders. U.S. tax rules also encourage firms to incorporate offshore or to use pass-through entities, even though these steps can weaken shareholders’ corporate law rights.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"80 1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-09-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116586334","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":"Hedge Accounting: Gerenciamento de Resultado e Fragilidades do CPC 38/IAS 39 (Hedge Accounting: Earnings Management and Fragilities of IAS 39 and CPC 38 )","authors":"W. Castro","doi":"10.2139/SSRN.2496134","DOIUrl":"https://doi.org/10.2139/SSRN.2496134","url":null,"abstract":"Portugese Abstract: A contabilidade de hedge e um dos topicos mais avancados da contabilidade e tambem um dos mais polemicos. Neste artigo buscou-se analisar as normas contabeis vigentes e, atraves de simulacoes, identificar e apontar fragilidades e possibilidade de manipulacao de resultado por meio do uso da contabilidade de hedge. Ao final deste estudo verificou se existencia do possivel uso da contabilidade hedge como ferramenta de gerenciamento de resultado. Como resultado das analises sao sugeridas as seguintes mudancas na norma vigente no intuito de para reforcar a credibilidade da contabilidade de hedge: proibicao de novas designacoes em estrategias revogadas, proibicao de contabilidade de hedge em empresas com derivativos especulativos, aplicacao da contabilidade de hedge desde que siga, de forma integral, a essencia das estrategias da politica de risco e hedge economico, e limitacao da permissao para designacao de instrumentos financeiros nao derivativos para contabilidade de hedge apenas em instrumentos com efeito inverso.English Abstract: The hedge accounting is one of the advanced topics of accounting and also is one of the most controversial. This paper investigates the current accounting standards through simulations in order to identify and highlight weaknesses and possibilities of manipulation of results through the use of hedge accounting. At the end of this study was verified the existence of the possibility to use the hedge accounting as a tool to manipulate the P&L. As a result of this analysis was suggested the following changes in the current accounting standards regulations in order to strengthen the credibility of hedge accounting: ban new designations in strategies revoked, prohibiting hedge accounting in companies with speculative derivatives, application of hedge accounting only if follows the essence of the risk and economic strategy, and restriction the designation of non-derivative financial instruments as hedge instrument only in companies that do not have other instruments with reverse effect.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"584 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-09-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134404840","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 Impact of Securities Class Actions on Firm Governance and Operating Performance","authors":"Matthew McCarten, I. Diaz‐Rainey","doi":"10.2139/ssrn.2488863","DOIUrl":"https://doi.org/10.2139/ssrn.2488863","url":null,"abstract":"Prior research has found securities class actions result in management making improvements within the firm, which helps to reduce agency problems. However, little evidence exists as to whether these changes are beneficial to the firm. We examine the effect securities class actions have on management’s decisions and operating performance. Consistent with prior research we find that managers take corrective actions post filing. In a clear addition to the literature, we find that operating performance declined in the two years leading up to the filing of a securities class action and that there is no evidence that the filing adversely affects performance. Indeed, the findings suggest securities class actions may act as a turning point for the performance of a firm. Finally, we analyze the relationship between the corrective actions taken and abnormal operating performance in order to determine how effective securities class actions are at inducing improvements within the firm. We find that firms that increase leverage post filing, experience subsequent increases in their operating performance. These results suggest that securities class actions do not damage operating performance and instead result in performance enhancing improvements. Our study, therefore, adds support to the use of securities class actions as a disciplinary mechanism.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"45 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-08-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131793883","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 Relationship between Ownership Identity, Ownership Concentration, and Firm Operating Efficiency: Evidence from China 2005-2012","authors":"K. Reddy, Nawazish Mirza, Yin Yu","doi":"10.2139/ssrn.2479274","DOIUrl":"https://doi.org/10.2139/ssrn.2479274","url":null,"abstract":"China restructured its state assets management system through the establishment of the State-owned Assets Supervision and Administration Commission (SASAC) in 2003. In consequence, de facto ownership rights to local state-owned enterprises (lo-cal SOEs) were granted to local governments. Chinese policymakers assumed that the split of state ownership between central government and local authorities would in-crease government’s fiscal incentives for improving SOEs’ economic efficiency. This study investigates whether the redefined state-owned firms have improved their performance and whether this performance is better than that of local government SOEs and privately owned firms. We have traced the identity of the largest shareholder among publicly listed firms and have classified it as the central government (SOECG), local government (SOELG), or privately owned (PRIVATE). Using panel data com-prising 13,273 firm-year observations for the period 2005-2012 and OLS, 2SLS, difference, and difference-in-difference regression, we report that the identity of the largest shareholder does matter. Our results show that the listed, central government owned SOEs’ operating costs are similar to those of local government owned SOEs and privately owned firms. The fact that the performance of central government owned SOEs is inferior to that of local government owned SOEs and privately owned firms suggests that helping-hand and protectionist policies have been an important contributing factor to SOECGs’ performance. This result is also supported by empirical analysis which suggests that central government shareholding is an important determinant for SOECGs’ performance. The policy implication of this study is that helping-hand and protectionist policies have been a barrier to fully realizing the benefits of ownership reform of listed companies in the absence of a competitive market and an effective legal infrastructure in China.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"50 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-08-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132145857","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":"Leases and Executory Contracts in Chapter 11","authors":"Kenneth M. Ayotte","doi":"10.2139/ssrn.2462892","DOIUrl":"https://doi.org/10.2139/ssrn.2462892","url":null,"abstract":"This paper offers the first empirical analysis of the timing and disposition decisions large Chapter 11 debtors make with respect to their leases and other bilateral (“executory”) contracts in bankruptcy, with an emphasis on commercial real estate leases. Section 365 of the Bankruptcy Code, which governs these contracts, provides debtors with a rich set of strategic options that can be analyzed from a real options framework. The debtor can choose to keep (“assume”), abandon (“reject”), or transfer (“assign”) their contracts, with time limits provided by the Bankruptcy Code. I analyze the effect of a change to the Code in 2005 (BAPCPA) that shortens the time to expiration of a debtor’s option to reject, requiring tenant-debtors to make decisions on their real estate leases within seven months unless a landlord grants an extension. This paper offers several new findings. The distribution of leases and executory contracts across firms is highly skewed; for debtors at the tails, leases are quite important. At the 90th percentile, leases comprise 46.4% of the firm’s assets and over 70% of its financial liabilities. The main use of assignment in bankruptcy is to facilitate sales, rather than restructurings: over 90% of contract assignments occur in the context of sales of business units or the whole firm. I find that the seven month limit strongly accelerated real estate lease disposition decisions, suggesting that bankruptcy bargaining is far from a frictionless, Coasean world. Further, I find that BAPCPA is associated with a significantly lower probability of reorganization for the most lease-intensive firms. While debtors’ behavior is in some ways consistent with a simple real options theory, I find important deviations. In particular, some executory contracts are assumed before expiration. I present suggestive evidence of implicit contracting motives: debtors often assume early in order to secure performance from their counterparties that cannot be guaranteed by the contract alone.","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"25 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-08-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125961185","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":"Why Whine About Wining and Dining?","authors":"Benjamin E. Hermalin","doi":"10.2139/ssrn.2477221","DOIUrl":"https://doi.org/10.2139/ssrn.2477221","url":null,"abstract":"Given potential abuse, conflicts of interest, and other issues, why do companies routinely pay for their managers to entertain the managers of other firms and allow their own managers to be so entertained? An answer that such practices facilitate interfirm cooperation is incomplete because it fails to address why companies cannot or do not induce such cooperation directly via their own incentive systems. This article addresses these issues. It shows, inter alia, that even when firms can induce cooperation via their own incentive systems, they will do better obtaining that cooperation via cross-firm entertaining and other favor granting. This remains true even if \"entertainment\" budgets are subject to corruption, including excessive use or potential embezzlement. Furthermore, the results are wholly independent of any favorable tax treatment such practices may receive. (JEL D82, D86, L14, L24, M52.)","PeriodicalId":171289,"journal":{"name":"Corporate Law: Corporate Governance Law eJournal","volume":"24 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-08-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131312614","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}