Corporate Governance: Search for the advanced practices最新文献_第4页

Corporate governance issues in the entrepreneurial finance ecosystem: An agenda for future research 创业金融生态系统中的公司治理问题:未来研究议程

Corporate Governance: Search for the advanced practices Pub Date : 2019-03-05 DOI: 10.22495/CPR19K2

Vincenzo Capizzi

引用次数: 0

Risk-return analysis of M&A investments. A theoretical equity cost framework for the valuation process of private companies’ acquisitions 并购投资的风险收益分析。民营企业并购估值过程的股权成本理论框架

Corporate Governance: Search for the advanced practices Pub Date : 2019-03-05 DOI: 10.22495/CPR19A11

Beatrice Orlando, Antonio Renzi, G. Vagnani

{"title":"Risk-return analysis of M&A investments. A theoretical equity cost framework for the valuation process of private companies’ acquisitions","authors":"Beatrice Orlando, Antonio Renzi, G. Vagnani","doi":"10.22495/CPR19A11","DOIUrl":"https://doi.org/10.22495/CPR19A11","url":null,"abstract":"M&A deals often have private companies as the target. One of the main concerns of this investment type is how to evaluate the target when the target is a private firm. In fact, traditional Capital Budgeting metrics are at least even inconsistent when it comes to define the target value of a private company because such measures are mostly made for public companies. As the negative outcome of this practice, the quality of the evaluation might be poor because of the imprecise discount factor used for the overtime estimate of the target's free cash flows. Building on such cues, the paper proposes a theoretical framework aimed to reinterpret the risk-return analysis of equity by re-calibrating the evaluation process on the firm's fundamental. We argue the equity cost of the private firm can be measured as the combination of the following three factors: i) intrinsic business risk tied to competitive environment volatility; ii) structural characteristics of the firm; iii) capital market dynamics. Adopting a bottom up logic, the exposition to the capital market's “Corporate Governance: Search for the Advanced Practices” Rome, February 28, 2019 42 volatility of a private firm depends both on the combination between its structural characteristics and on the systematic risk averagely absorbed by the industry in which the company operates. Our conceptual contribution accomplishes two major goals. First, it links the equity cost of the private firm to contingency. Second its application, highlighting linkages between structural variables of the target company and its riskreturn dynamics, may improve M&A decisions in terms of a better tradeoff between strategic growth and risk mitigation.","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"89 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":"125912814","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 law and the balance between discretion and accountability in corporate governance 法律与公司治理中自由裁量权与问责制的平衡

Corporate Governance: Search for the advanced practices Pub Date : 2019-03-05 DOI: 10.22495/CPR19K1

A. M. Pacces

引用次数: 1

Disclosure on enterprise risk and company performance: Evidence from Spain 企业风险披露与公司绩效:来自西班牙的证据

Corporate Governance: Search for the advanced practices Pub Date : 2019-03-05 DOI: 10.22495/CPR19A7

Elena Merino, Jesús Antonio Sánchez, M. Manzaneque

{"title":"Disclosure on enterprise risk and company performance: Evidence from Spain","authors":"Elena Merino, Jesús Antonio Sánchez, M. Manzaneque","doi":"10.22495/CPR19A7","DOIUrl":"https://doi.org/10.22495/CPR19A7","url":null,"abstract":"As a result of the last economic crisis, several international (OECD) and supranational (European Union) organizations showed special concern for the establishment of an adequate control and supervision of risks, transferring this concern to the business context. In fact, the lack of efficiency in the function of supervision and control of risks by companies has been pointed out as one of the causes of the recent crisis from different areas (academic and institutional). In this sense, different reports, standards and recommendations are guiding the process of implementation of risk control and supervision systems by companies as well as delimiting the information to disclosure. At theoretical level, the disclosure of information on risks has important advantages for both companies and investors. On the one hand, it will allow companies to know the factors that could affect future results or flows (Cabedo & Tirado, 2009) thus improving the accuracy of the estimation of benefits. On the other hand, investors can reduce their uncertainty about the risks to which the companies are exposed (Cabedo & Tirado, 2009), which will allow them to estimate their market value (Abraham & Cox, 2007). In this context, this study empirically investigates the association between disclosure on enterprise risk that they face in the development of their activity and firm performance over a sample of Spanish companies that were listed in Continuous Market during 2013-2017 period. The objective is to contribute to the literature on information disclosure to show if there is a relationship or not between the previous variables.","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"88 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":"129957842","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

Institutional shareholders and corporate governance 机构股东与公司治理

Corporate Governance: Search for the advanced practices Pub Date : 2019-03-05 DOI: 10.22495/CPR19A5

T. Berglund, N.D. Alimov

引用次数: 0

Accounting values and metrics for the sustainable exploitation of intangible heritage assets related to food and agriculture 与粮食和农业有关的非物质遗产资产可持续开发的会计价值和指标

Corporate Governance: Search for the advanced practices Pub Date : 2019-03-05 DOI: 10.22495/CPR19A12

N. Cipullo

{"title":"Accounting values and metrics for the sustainable exploitation of intangible heritage assets related to food and agriculture","authors":"N. Cipullo","doi":"10.22495/CPR19A12","DOIUrl":"https://doi.org/10.22495/CPR19A12","url":null,"abstract":"Oral knowledge concerning, for example, traditional recipes and old harvesting techniques, is much diffused in small rural areas, in biodistricts and in local communities. This kind of knowledge, if well recognised and documented, can contribute to the development of territories in which it developed through oral transmission from local people. At the same time, Traditional Knowledge, at the light of the UN Convention for Safeguarding of the Intangible Cultural Heritage, must be preserved for future generations. The objective of the paper is to show how accounting can be useful in order to determine the value for this knowledge (having a cultural other than an economic value), to preserve it for future generations and to report it to local stakeholders, in order to grant the economic, social and environmental sustainability of the entire community to which this knowledge “belongs” to. As a matter of fact, the economy is defined as sustainable if it saves more than the combined depreciation on man-made and natural capital, i.e. Z > 0 if and only if S > (δM + δN), where S is savings, δ is depreciation, with the subscripts M and N indicating man-made and “Corporate Governance: Search for the Advanced Practices” Rome, February 28, 2019 44 natural capital, respectively. It is clear the role of accounting, in terms of valuation (and related loss of value/damage/impairment deriving by the “non-use” of the community) and reporting even for Traditional Knowledge, interpreted in terms of Cultural Capital, in a sustainability context. According to the recent IPSASB position, Knowledge-in-action intangible cultural heritage is “owned” by a whole community. Therefore, because it cannot be controlled by an entity, this type of intangible cultural heritage does not meet the definition of an asset, even if it falls within the definition of a heritage item. Given the difficulty to assess its economic other than cultural value, the sustainable management of this type of intangible asset requires a structured reporting to stakeholders, interpreted in terms of Integrated Reporting (IR). In fact, it should show not only financial values but also non-financial elements, such as KPI (Key Performance Indicators) and KRI (Key Risk Indicators). In the proposed statement for intangible heritage related to food and agriculture uses and traditions, a central role is played by the disclosure. The research question is the following: is accounting relevant in the sustainable management of intangible heritage assets related to food and agriculture? The main hypotheses is that accounting plays a central role in order to preserve the cultural value of local heritage related to food and agriculture and to allow the sustainable development of local firms and of a territory/community. The methodology used is based on a deductive and critic analysis of Academic and Professional literature concerning accounting for intangible assets and Traditional Knowledge in a framework of sustainab","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":"122905791","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

Earnings quality in the insurance companies. A perspective view of the changes expected by IFRS 17 保险公司的盈余质量。国际财务报告准则第17号预期变化的视角

Corporate Governance: Search for the advanced practices Pub Date : 2019-03-05 DOI: 10.22495/CPR19A8

Simona Arduini

{"title":"Earnings quality in the insurance companies. A perspective view of the changes expected by IFRS 17","authors":"Simona Arduini","doi":"10.22495/CPR19A8","DOIUrl":"https://doi.org/10.22495/CPR19A8","url":null,"abstract":"The goal of the paper is to investigate about the expected quality’s improvement of financial reporting in the Italian insurance sector when the IFRS 17 will be effective. While many authors have analysed the topic of the quality of income in banks (Burke & Wieland, 2017; Dal Maso, Kanagaretman, Lobo & Terzani, 2018; Delis, Hasan, Iosifidi & Li, 2018; Jin, Kanagaretnam & Liu, 2018; Pinto & Picoto, 2018; Tchakoute Tchuigoua, 2018; etc.) the studies concerning insurances are still a few. In fact, in the last three decades only some researchers have examined the subject of earnings quality/management in the insurance sector; particularly, they explored the connection between management compensations and companies’ earnings (Eckles, Halek, He, Sommer & Zhang, 2011; Scherzer, 1999), the discretional earning’s management (Beaver, McNichols & Nelson, 2000) and the effects of earnings announcement on market prices (Christensen, Gaver & Stuerke, 2005). Many empirical and theoretical researches on the quality of financial reporting – written in the last five/six years – concern, instead, the effects of accounting standards’ mandatory adoption (Ahmed, Neel & Wang, 2013; André & Filip, 2012; André, Filip & Paugam, 2015; Embring & Wall, 2012; Houqe, Monem, Tareq & van Zijl, 2016; Morais, Fialho & Dionisio, 2018; Rhee, Choi & Ryu, 2018). All the aforementioned studies “Corporate Governance: Search for the Advanced Practices” Rome, February 28, 2019 37 underline the high quality of financial reporting and the application of a conditional conservatism’s mechanism under the IAS/IFRS. Using the approach proposed by Schipper and Vincent (2003), we try to answer to the following research questions: is IFRS 17 able to improve the earnings sustainability/persistence? Is IFRS 17 useful to increase the earnings predictability and smoothness? As the quality of earnings derives from the qualitative characteristics of financial information, from the relation among accrual, cash and income and from the discretion in judgements and estimates, we examine the innovative range of IFRS 17 and we investigate whether the new standard’s rules on Insurance Contracts may effectively affect the quality of insurance companies’ earnings.","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"6 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":"129708416","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 impact of the new Italian Early Warning System provided by the IC-Code on SMEs governance 国际商会准则提供的新的意大利早期预警系统对中小企业治理的影响

Corporate Governance: Search for the advanced practices Pub Date : 2019-01-01 DOI: 10.22495/CPR19A21

P. Riva, Maurizio Comoli

{"title":"The impact of the new Italian Early Warning System provided by the IC-Code on SMEs governance","authors":"P. Riva, Maurizio Comoli","doi":"10.22495/CPR19A21","DOIUrl":"https://doi.org/10.22495/CPR19A21","url":null,"abstract":"The Italian legislator with the Decree-Law No. 155/2017, which exactly in these days – January 2019 – is being converted into the new Insolvency and Crisis Code (IC-Code), has introduced a compulsory Early Warning System to detect occurring crisis. In its life cycle, an enterprise may experience periods of crisis. Detecting any signals in time is very important: the company’s survival may depend on it. If the crisis is monitored promptly and appropriate measures are taken, not only may the enterprise continue to operate but it may also be able to seize opportunities for growth. The concept of crisis, for entrepreneurs, is complex to deal with. Many of them show an attitude of rejection of this eventuality and have a substantial difficulty in admitting the decline, at least until it assumes such importance that the crisis can no longer be hidden. In fact, crises are generally preceded by stages of worsening of the situation which, if promptly diagnosed and dealt with, allow stopping the degenerative process and triggering a turnaround. Crises often occur not because they are inevitable, but because companies cannot catch the warning signs, so they are not able to monitor the threats to prevent them and consequently to limit the damage. The Early Warning System is intended as an instrument aimed at “Corporate Governance: Search for the Advanced Practices” Rome, February 28, 2019 66 driving the directors and the bodies responsible for controlling the companies in the identification of the very first signs of crisis. Monitoring the occurring of the crisis is no longer a responsibility of the sole directors, but other legitimized subjects are identified. These are, on the one hand, the corporate control bodies which in Italy are the Board of Statutory Auditors (also known as Supervisory Board or Collegio Sindacale) and/or the Auditors and on the other hand some qualified creditors such as IRS (Agenzia delle Entrate), the national insurance institution and the tax collection agent. Among these subjects it is undoubtedly the Board of Statutory Auditors to play the role of the main recipient of the signs of crisis as a body assigned to monitor and supervision to enforce compliance of management with statutes and bylaws. This is confirmed by the significant extension of the number of companies – particularly SMEs – that will be obliged to change their habits converting their simple entrepreneurial governance by providing for at least some kind of control bodies to cope with the new Code. The appointment of the corporate supervisory body – Board of Statutory Auditors or single auditor – becomes mandatory if the company has exceeded for at least two consecutive years one of the following: 1) total assets in the financial statements: 2 million Euro; 2) revenues from sales and services: 2 million Euro; 3) employees employed on average during the financial year: 10 employees. The obligation to appoint the control body or auditor ceases when, for three consecut","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"8 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":"122122527","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

Structure and role of the board of directors according to the company law of Jordan: The need for revision 约旦公司法中董事会的结构和作用:修订的必要性

Corporate Governance: Search for the advanced practices Pub Date : 2018-11-26 DOI: 10.20944/PREPRINTS201811.0577.V1

B. Malkawi

引用次数: 0

The special purpose acquisition company (SPAC): Evidence of a new model for the development of the Italian SMEs 特殊目的收购公司(SPAC):意大利中小企业发展新模式的证据

Corporate Governance: Search for the advanced practices Pub Date : 1900-01-01 DOI: 10.22495/CPR19A20

R. Provasi, P. Riva

{"title":"The special purpose acquisition company (SPAC): Evidence of a new model for the development of the Italian SMEs","authors":"R. Provasi, P. Riva","doi":"10.22495/CPR19A20","DOIUrl":"https://doi.org/10.22495/CPR19A20","url":null,"abstract":"The objective of this research is to illustrate how SPAC can encourage Italian companies to use the Stock Market to accelerate their growth. Some experiences attest that the Special Purpose Acquisition Company can adapt to the peculiarities of the Italian business system, full of innovative and excellent companies whose growth projects need to be financed. The study initially investigates the introduction of the SPAC in the US context due to the late development in the European context, with the aim of understanding their structure and the benefits inherent in this type of vehicle. Particularly, the study aims at underlining the characteristics that make the SPACs more suitable for the needs of small and medium-sized Italian companies so as to win the trust of financial investors so that they can guarantee a lasting success. The study underlines the main characteristics able to make the SPAC more useful so that is able to fit the needs of small and medium Italian companies. The SPACs have an extended life cycle of 24 months, their life cycle is divided into four phases: 1) Constitutive phase – that takes place thanks to a first capital injection by the founders of the vehicle called sponsors or promoters; 2) IPO – represented by the IPO (Initial Public Offering) organized by the SPAC to land on the capital market and negotiate its “Corporate Governance: Search for the Advanced Practices” Rome, February 28, 2019 64 securities in order to raise sufficient capital from the investors to carry out the Business Combination; 3) Target Company selection – during which takes place the selection of an operating company that is not yet listed and with high development potential with which the realization of a Business Combination is profitable; 4) Closing – finalization of the transaction consisting in the realization of the Business Combination or the rejection of the business combination proposal. The final step is important to assess the impact that the exercise of the withdrawal right has on the conclusion of the transaction. It is also relevant to understand whether to apply the international principle IFRS 3, Business Combination, when the transaction meets the requirement of Paragraph B7 of the IFRS 3 as it is finalized for the acquisition of one or more business activities, and when otherwise it is necessary to apply IFRS 2, Share-based Payment. This last principle is considered more suitable if the merger, even if it occurs between different legal entities, is not able to represent a business combination in accounting terms because the company is not an operating company and therefore does not represent an independent business. The research continues by adding a case study. To this end, first the qualities of the SPAC and the reasons both for the promoters of the initiative and for the investors are presented. Then, the economic, financial and equity results of the companies involved in the business combination are analysed together with the expect","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"247 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121616571","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