Corporate Governance: Search for the advanced practices最新文献

{"title":"Corporate social responsibility and limits for corporate tax avoidance","authors":"André Santa Marta, Victor Barros, J. Sarmento","doi":"10.22495/CPR19A3","DOIUrl":"https://doi.org/10.22495/CPR19A3","url":null,"abstract":"This paper aims to test empirically whether corporate tax avoidance is associated with firms’ level of corporate social responsibility (CSR). We used a sample containing 4,453 firm-year observations between 2002 and 2016 from 914 firms listed in the NYSE and in the NASDAQ. Overall, we do not find a statistical evidence of an association between corporate tax avoidance and CSR. However, through a quantile regression, corporate tax avoidance and CSR are associated for higher levels of corporate tax avoidance, which is consistent with risk management theory. Our results contribute to the literature by suggesting that firms more engaged in tax avoidant activities are more likely to implement mechanisms for enhancing CSR levels. The rationale is that CSR is a mechanism to mitigate the risk of being scrutinized and consequently getting regulatory actions, as well as to control for negative reputational events.","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"41 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126063824","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":"Overconfidence and risk behavior in family firms","authors":"Beatrice Orlando, Antonio Renzi, Giuseppe Sancetta, G. Vagnani","doi":"10.22495/CPR19A4","DOIUrl":"https://doi.org/10.22495/CPR19A4","url":null,"abstract":"This study proposes an original theoretical contribution on the risk behavior of family firms. Traditionally, individual decision making is deemed to have a strong influence on the risk behavior of an organization, in the sense that firm’s choices are biased by individual characteristics. In non-family firms, the responsibility for the risk behavior of the company only depends on managers. By contrast, in family businesses there is an interplay between biases of those family members actually controlling the company and top managers choices. Whilst the agency theory offers an effective explanation of the relationship between the agent and the principal, the family business stream of research still lacks of such a theory, able to explain the impact of the principal behavior on the organization’s risk propensity. Our study aims to tackle this huge and relevant gap. We study how the risk propensity of family firms is influenced by those family members who are in direct control of the company (e.g. by participating of the board of directors). We focus on a specific behavioral characteristic, which is overconfidence. Overconfidence roughly occurs as the overestimation of the precision of the individual knowledge, both in the negative and the positive domain. As the consequence, the future is seen as either fulfilled with hopes or “Corporate Governance: Search for the Advanced Practices” Rome, February 28, 2019 29 the opposite, alternatively. After extensively analyzing the literature on the topic, we propose a conceptual model for the interplay between overconfidence and risk behavior in family firms. We hypothesize that belief of those family members who exert control over the firms are a relevant predictor of the risk behavior of the company. In particular, we focus on how the overconfidence of family members predicts the risk propensity in family firms. Our theoretical contribution brings substantial knowledge advancement in studies on family firms by filling a resonating gap, which demands future empirical testing.","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"19 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114120145","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":"Suitability of alternative dispute resolution for shareholders disputes","authors":"Serkan Kaya","doi":"10.22495/CPR19A22","DOIUrl":"https://doi.org/10.22495/CPR19A22","url":null,"abstract":"Most companies listed in the United Kingdom are closely held corporations whose shares are not publicly traded. Apparently, these small quasi-partnership types of private limited companies play an essential role in the United Kingdom economy. Even though the power of personal/family relations offers advantages for shareholders to work together in a privately held business, minority shareholders are vulnerable as compared to the majority shareholders. Therefore, minority shareholder disputes are of concern principally to private companies with management ownership concentrated in the hands of a small group of family members (Mak, 2017). There could be several plausible the underlying reasons for shareholder disputes such as family issues may cause the irretrievable breakdown in relations in a small private company (Farrar, Watson & Boulle, 2013). Court-based shareholder proceedings are not appropriate way to prevent the relational breakdown due to unresolved personal conflicts among shareholders and are costly and complex regarding evidentiary and procedural rules. This paper explores the suitability of Alternative Dispute Resolution Methods for shareholders disputes. Indeed, shareholders disputes can be resolved not only through court but also through various extra-judicial methods such as negotiation, mediation, arbitration and similar methods. Every method has its own characteristics. Traditionally, as the principle of party autonomy, shareholders and their legal adviser are free to agree on “Corporate Governance: Search for the Advanced Practices” Rome, February 28, 2019 69 choosing dispute resolution methods to resolve their disputes. In general, the basic processes for resolving shareholder disputes are listed as follows:  Negotiation: Negotiation is one of the most common and basic forms of alternative dispute resolution. It is believed that most people do not even realize that they are negotiating in day-to-day life. The efficiency of negotiation may be considered in a formal situation for instance in a business meeting or when buying a car. The basis of negotiation can be described that no third party involved in any communication between two or more people when parties try to resolve their dispute (Lodder & Zeleznikow, 2010). In a pure negotiation, disputants try to reach an agreement without a neutral body helping or guidance (Rule, 2002).  Mediation: Mediation is another type of method to resolve disputes out of the court. The main aim of mediation is to offer the parties to settle their disputes in a sustainable and self-determined way. In the past years, mediation was often used more in the fields of family and labour conflicts. Nevertheless, because of several advantages of the use of mediation such as procedural flexibility, cost-efficient, timeefficient compared to other both judicial and extra judicial methods of dispute resolutions, it has been used in shareholder disputes. Mediation is an extrajudicial method that a mediator ","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"34 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127653109","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":"Corporations returns act: Who controls Canadian business?","authors":"P. Marceau","doi":"10.22495/CPR19A2","DOIUrl":"https://doi.org/10.22495/CPR19A2","url":null,"abstract":"1. A 10 year review of foreign control in the Canadian corporate economy An overview of the methodology and results of research work done by Gill (2018) of the Industrial Organization & Finance Division. Historically, foreign control was held by Canada’s largest trading partners: the United States, the European Union (including the United Kingdom, France, Germany and the Netherlands), and Japan. In 2016, this breakdown still represented 79.1% of total assets under foreign control in Canada. However, a number of countries are entering the Canadian corporate landscape. The most recent research, provides additional country level detail covering 90.6% of foreign controlled assets. Our research shows that the share of foreign control in Canadian corporations has diminished over the last ten years indicating that growth in foreign controlled assets is outmatched by growth in Canadian controlled assets in corporations conducting business in Canada. 2. The Inter-corporate ownership Web based product The Inter-Corporate Ownership (ICO) publication is a reliable index of who owns and/or controls whom in Canada. It is intended to serve as an essential reference tool for corporate executives, bankers, financiers, “Corporate Governance: Search for the Advanced Practices” Rome, February 28, 2019 26 marketing managers, investors, researchers and the general public, all of whom desire the latest detailed information on the corporate structure of Canadian society. The ownership (voting equity) information contained in this directory is primarily based upon non-confidential returns filed by Canadian corporations under the Corporations Returns Act. It has been supplemented from a broad range of national and international data sources for major changes in corporate ownership and information on ultimate foreign parent corporations. In many cases, this research has resulted in expanded enterprise structures, spanning several countries and providing insights into the organization of multi-national enterprises operating in Canada. 3. Preliminary results on gender diversity of Canadian corporate directors The aim of this ongoing study is to examine gender board diversity and more specifically the prevalence of women as directors and officers within corporations operating within Canada. The research focuses on the years between 2006 and 2016. We suggest that women’s presence on boards has increased during that time period. Data on members of boards of directors from the Corporations Returns Act (CRA) doesn’t provide information on gender. A program was therefore developed to estimate the probability that a name is associated with a specific gender. Statistics on the composition of corporate boards and more specifically on women having a governance role on boards of directors were then produced.","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"24 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128483674","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":"Director liability and reckless trading: The criminal law as a tool of corporate governance","authors":"John T. Quinn","doi":"10.22495/CPR19A18","DOIUrl":"https://doi.org/10.22495/CPR19A18","url":null,"abstract":"Changes in corporate governance have often been in response to high profile failures. The European banking crisis again highlighted the potential for risks taken by company directors to cause harm. This crisis has resulted in a renewed focus on the decision making of directors and their potential criminal liability. Criminalising the actions of company directors is not new, numerous crimes exist for actions taken within companies such as fraud or interfering with the integrity of the market. However, what has traditionally not been criminalised in common law jurisdictions is business decisions which lack the elements necessary for fraud but that meet the criminal standard of recklessness – the conscious taking of substantial and unjustifiable risks. The problem with criminalising reckless risk taking in companies is that much of corporate law is designed to encourage risk taking. Separate legal personality and limited liability ensure that the personal assets of directors and members are protected from the claims of company creditors. This separation serves, among other things, to encourage the investment and the entrepreneurial risk taking necessary for companies, and ultimately a market economy, to be successful. If the criminal law inhibits such risk taking it could undermine corporate law and stifle corporate activity. This paper will explore the legal tensions between encouraging entrepreneurial risk taking and deterring reckless risk taking in companies. It will do this by analysing recent legal reforms and proposed legal reforms in England and Ireland.","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"281 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116363169","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 factor and corporate governance. Changes in auditing in the international business of corporate groups","authors":"P. Pavone","doi":"10.22495/CPR19A15","DOIUrl":"https://doi.org/10.22495/CPR19A15","url":null,"abstract":"Growing international competition has led to an increasing number of enterprises to seek new opportunities on foreign markets. In our global world, even the corporate structure has had to adapt to the new market conditions; from the point of view of the organisation of the processes that make up the value chain they have had to become more flexible and take on a more global footprint. This research paper is focused on corporate groups, one of the most widespread corporate organisational solutions in managing global business deals. We analyse the changes in the organisation of companies that have completed their internationalisation process or that are about to do so. We focus on how the tasks and responsibilities of the main internal control staff have changed and the relationship with the various management bodies. In particular, we will try to discover how corporate groups with an international vocation reconcile the need to manage tax variables with the need to ensure that the group’s central management team does not merely pursue interests that are common to all the group’s subsidiaries but, rather, manages a real enterprise comprising various legal entities. “Corporate Governance: Search for the Advanced Practices” Rome, February 28, 2019 53 The paper culminates by proposing certain operational tools designed on the logic of enterprise risk management that can guarantee advanced and strategic management of the tax risks associated with international business. In an international business environment, the division of a basically single enterprise into several legal units is not without pathological dangers, especially where tax matters are concerned. The proposal for this research stems from a fact: the studies conducted by the Organisation for Economic Cooperation and Development (OECD) have highlighted that there is a widening gap between where business activities and investments are conducted and where profits are registered for tax purposes. Some authors (Vinciguerra & Valente, 2016) have introduced the concept of “fiscal nomadism”. It is important to note that corporate groups tend to structure their tax departments over time not only to fulfil all the requirements of the tax regulations in the various countries the individual legal entities operate in but also to identify the options open to them to reduce the group’s overall tax burden by sometimes implementing aggressive tax planning. It is currently impossible to identify important critical issues whether from a legal perspective or from a financial-business perspective. Analyses of the regulatory instruments to combat the tax evasion and tax avoidance practices of international corporations continually highlight that national tax laws are basically inadequate when it comes to policing “global taxpayers”, given the contrast between the territoriality of laws and the universality of the subjects that are required to pay taxes. Auditing is another critical issue: the traditional auditi","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"36 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125114129","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 quantitative assessment of interest rate uncertainty in real option analysis","authors":"L. Ballestra, G. Pacelli, Radi Davide","doi":"10.22495/CPR19A1","DOIUrl":"https://doi.org/10.22495/CPR19A1","url":null,"abstract":"The discounting cash flow (DCF) technique is the most popular approach for valuing firms' projects. Basically, it consists of discounting the values of the forecasted future cash flows by some interest rate, for example the so-called weighted average cost of capital (WACC), or an Enterprise's rate of return (measured by the annual growth of the firm's total assets), or, eventually, a required (desired) rate of return. DCF calculations have been widely criticized since they do not fully consider uncertainty. In particular, when a firm decides to undertake a project, if it is a complex project with a long time horizon, future revenues and costs are not exactly known. Then, during the project lifetime, depending on the realized economic and financial scenarios, managers have the option of making changes to the project, or even of abandoning it. The DCF approach does not allow one to consider such an option, which is instead accounted for by the so-called real option analysis (ROA). Specifically, due to its flexibility to cope with future uncertainty, ROA has become a very usual procedure for valuing firms' strategic projects, see, for example, Amram and Kulatilaka (1999), Baldi and Trigeorgis (2009), Cobb and Charnes (1994), Copeland and Antikarov (2003), Dixit and “Corporate Governance: Search for the Advanced Practices” Rome, February 28, 2019 23 Pindyck (1994), McDonald and Siegel (1986), Mun (2006), Schulmerich (2010). The real option approach is almost always applied by considering flat interest rates. Nevertheless, if the time horizon of a firm’s project is long (say several years), assuming that the interest rate remains constant over all the project’s life does not seem very realistic. In particular, one could argue that, if the ROA is used in order to cope with unknown future scenarios, then the uncertainty of future interest rates should be taken into account as well. A ROA approach that also takes into account stochastic interest rates has been pursued by Schulmerich (2010). However, the effect of the interest rate on the projects’ evaluation is not completely explored. In this work, we discuss the effect of the uncertainty of future interest rates on real option valuation. In particular, we assume that the interest rate follows the Vasicek model: which may be regarded as the continuous version of the AR(1) time series: rt+1 = θ + α(rt − θ) + εt (1) (for a suitable value of α). Furthermore, the interest rate specification (1) is coupled with the common real option approach based on the famous Black-Scholes model (see Black and Scholes, 1973). By doing that it is possible to derive a simple analytical formula to evaluate firms’ projects. Then, the ROA model with stochastic interest rates can be tested against a simpler ROA model with constant interest rate. The results obtained, some of which are contained in Ballestra et al. (2017), will be discussed in the talk.","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"340 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"117293713","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":"Post crisis mega mergers and their effect on shareholders’ value","authors":"Loukia Evripidou","doi":"10.22495/CPR19A19","DOIUrl":"https://doi.org/10.22495/CPR19A19","url":null,"abstract":"The current study examined the effect of post crisis mega mergers on shareholders’ value of the acquiring company. Twenty mergers have been evaluated covering all types of deals, vertical, horizontal as well as conglomerate mergers. The findings, in line with the relevant literature, indicate that the abnormal returns for the shareholders of the acquiring company are negative or neutral but in most case not statistically significant. Plausible explanation for the insignificance of the abnormal returns is the possibility of prior ownership of the purchased firm from the acquired one, or the differences in size between the two firms. In terms of the proposition that changes in the regulatory environment together with the more qualitative corporate governance generate value creation for shareholders after an M&A transaction, the result do not support this hypothesis. Having set that, the results do not suggests that the changes in corporate practice and regulatory framework in recent years do not have positive impact. Those benefits might come forth with a different long-term examination of the performance of the entity created. Finally this may suggests the existence of efficiency in the market denoting that prices do actually follow random walk and that new practices and regulations are incorporated in the price almost immediately without creating any room for excess return either positive or negative.","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"66 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126238180","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":"Diversity principles in Italian corporate governance: Recent developments and future perspectives","authors":"D. Stanzione","doi":"10.22495/CPR19A17","DOIUrl":"https://doi.org/10.22495/CPR19A17","url":null,"abstract":"","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"44 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128868852","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":"Editorial: Search for the advanced practices in corporate governance","authors":"A. Kostyuk, M. Tutino","doi":"10.22495/CPR19ED","DOIUrl":"https://doi.org/10.22495/CPR19ED","url":null,"abstract":"","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"34 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126423392","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}