Corporate Finance: Governance最新文献

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M&A Rumors about Unlisted Firms: Online Appendix 关于非上市公司的并购传闻:在线附录
Corporate Finance: Governance Pub Date : 2021-04-11 DOI: 10.2139/ssrn.3823312
Yan Alperovych, Douglas J. Cumming, Veronika Czellar, Alexander Groh
{"title":"M&A Rumors about Unlisted Firms: Online Appendix","authors":"Yan Alperovych, Douglas J. Cumming, Veronika Czellar, Alexander Groh","doi":"10.2139/ssrn.3823312","DOIUrl":"https://doi.org/10.2139/ssrn.3823312","url":null,"abstract":"We examine an international sample of 68,044 completed, or envisaged but abandoned, M&A transactions involving unlisted targets to determine the effect of rumors on deal-closing propensity and transaction value. Our focus on non-listed targets leaves only two reasons for the emergence of M&A transaction information leaks. First, a rumor may arise unintentionally due to carelessness in the negotiation process. Second, someone may spread a rumor on purpose to affect the likelihood of transaction closing and deal value. As an extension of the material presented in the published paper, this accompanying Online Appendix shows the impact of unintentional rumors is less pronounced than intentional rumors, and the effects of both types are consistent with the evidence presented in the main body of the published paper.","PeriodicalId":224709,"journal":{"name":"Corporate Finance: Governance","volume":"36 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-04-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"120965536","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
Do the Right Firms Survive Bankruptcy? 合适的公司能挺过破产吗?
Corporate Finance: Governance Pub Date : 2021-04-08 DOI: 10.2139/ssrn.3383227
Samuel Antill
{"title":"Do the Right Firms Survive Bankruptcy?","authors":"Samuel Antill","doi":"10.2139/ssrn.3383227","DOIUrl":"https://doi.org/10.2139/ssrn.3383227","url":null,"abstract":"In U.S. Chapter 11 bankruptcy cases, firms are either reorganized, acquired, or liquidated. I show that decisions to liquidate often reduce creditor recovery, costing creditors billions of dollars every year. I exploit the within-district random assignment of bankruptcy judges to estimate a structural model of bankruptcy. I estimate that liquidation is frequently chosen when a reorganization would have maximized total creditor recovery. Liquidations involving \"363 sales,\" in which managers sell assets without creditor approval, are especially harmful for creditors. I estimate that courts could dramatically improve creditor recovery by assigning liquidations using a statistical model.","PeriodicalId":224709,"journal":{"name":"Corporate Finance: Governance","volume":"13 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-04-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133392266","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: 22
ESG 2.0: Measuring & Managing Investor Risks Beyond the Enterprise-level ESG 2.0:衡量和管理企业层面以外的投资者风险
Corporate Finance: Governance Pub Date : 2021-04-06 DOI: 10.2139/ssrn.3820316
Delilah Rothenberg, Raphaele Chappe, A. Feldman
{"title":"ESG 2.0: Measuring & Managing Investor Risks Beyond the Enterprise-level","authors":"Delilah Rothenberg, Raphaele Chappe, A. Feldman","doi":"10.2139/ssrn.3820316","DOIUrl":"https://doi.org/10.2139/ssrn.3820316","url":null,"abstract":"Do environmental, social, and governance (ESG) and impact investing practices in their current forms provide investors with sufficient tools to play a meaningful role in “Building Back Better” following the COVID-19 crisis? Many of our existing ESG and impact investing frameworks focus on issues at the portfolio company level, but they do not take into account potential negative impacts from capital structures and investors’ influence in shaping them. In this paper, the Predistribution Initiative (PDI) explores how the growth of institutional investors (asset owners and allocators) and certain asset allocation strategies can be in conflict with ESG objectives. The conflict materializes in various interconnected ways, particularly from institutional investors’ role in increasing global debt levels and fund manager and corporate consolidation, which in turn can create barriers for diverse fund managers and entrepreneurs, jeopardize quality jobs, erode the quality and affordability of goods and services, increase asset class correlations, reduce diversification opportunities, and ultimately fuel economic inequality and market instability. For long-term, diversified institutional investors, or “Universal Owners” of the market, these dynamics eventually translate into lower financial returns. For workers and communities, these dynamics translate into greater precarity and inequality. \u0000 \u0000This paper encourages such investors to consider how their activities may contribute to these issues and how they can improve their own practices to better manage systemic and systematic risks. We review the issues and then propose several preliminary paths toward solutions that we intend to workshop and fine-tune with investors and other stakeholders. Potential solutions focus on diversifying asset allocation to more regenerative investment structures and asset classes, building an enabling environment through adjustments to team incentive structures, performance reviews, benchmarking and valuation methodologies, and field-building.","PeriodicalId":224709,"journal":{"name":"Corporate Finance: Governance","volume":"56 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-04-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114109696","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
Non-GAAP Disclosure and Classification Shifting 非公认会计准则披露和分类转移
Corporate Finance: Governance Pub Date : 2021-04-04 DOI: 10.2139/ssrn.3821240
Kelly Ha
{"title":"Non-GAAP Disclosure and Classification Shifting","authors":"Kelly Ha","doi":"10.2139/ssrn.3821240","DOIUrl":"https://doi.org/10.2139/ssrn.3821240","url":null,"abstract":"I investigate two discretionary reporting strategies used by managers to highlight core performance – non-GAAP disclosure and classification shifting. Non-GAAP disclosures represent managers’ voluntary disclosure of GAAP earnings that exclude certain non-recurring or non-cash expenses. Classification shifting is a reporting strategy that represents managers’ recognition of certain core expenses as special items. I document that managers tend to use non-GAAP disclosures and classification shifting as a joint reporting strategy, especially when external monitoring from institutional investors and financial analysts is high. In addition, firms engaging in both reporting strategies exhibit more persistent earnings, help analysts form less disperse and more accurate expectations and show higher earnings response coefficient both around the earnings announcement and during the quarter. Collectively, the findings suggest that managers use both strategies jointly as an informative signal of performance rather than as an opportunistic strategy to overstate core performance.","PeriodicalId":224709,"journal":{"name":"Corporate Finance: Governance","volume":"49 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-04-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123123333","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
Advantageous Symmetric Cross-Ownership 有利对称交叉所有权
Corporate Finance: Governance Pub Date : 2021-04-01 DOI: 10.2139/ssrn.3813415
K. Papadopoulos
{"title":"Advantageous Symmetric Cross-Ownership","authors":"K. Papadopoulos","doi":"10.2139/ssrn.3813415","DOIUrl":"https://doi.org/10.2139/ssrn.3813415","url":null,"abstract":"We model an industry where a subset of firms is interlinked via a reciprocal and symmetric share exchange agreement. A merger aiming at acquisition of market power can be reproduced by the same firms under a symmetric cross-ownership scheme. Both concentration and market power indices increase due to cross-ownership. Under linear demand, a non-controlling symmetric cross-ownership scheme is always advantageous to its members if at least 0.58 (1+n) firms in an n-firm industry participate. The threshold drops to (1+n)/2 for relatively low levels of cross-ownership. Cross-ownership schemes require fewer participants than mergers to be advantageous and can always be more profitable than mergers, unless a merger involves more than 88 per cent of industry firms.","PeriodicalId":224709,"journal":{"name":"Corporate Finance: Governance","volume":"11 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125562543","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: 1
The Skin-in-the-Game Bond: A Novel Sustainable Capital Instrument 博弈债券:一种新型的可持续资本工具
Corporate Finance: Governance Pub Date : 2021-04-01 DOI: 10.2139/ssrn.3827001
Katrien Antonio, Jan De Spiegeleer, W. Schoutens, E. Verschueren
{"title":"The Skin-in-the-Game Bond: A Novel Sustainable Capital Instrument","authors":"Katrien Antonio, Jan De Spiegeleer, W. Schoutens, E. Verschueren","doi":"10.2139/ssrn.3827001","DOIUrl":"https://doi.org/10.2139/ssrn.3827001","url":null,"abstract":"We introduce a novel sustainable capital instrument, with features inspired by CoCos: the skin-in-the-game bond. A skin-in-the-game bond is linked to the performance of a benchmark that relates to the broad concept of sustainability in at least one of its pillars: the environment, society or corporate governance. When the benchmark hits a preset trigger level, (part of) the bond's face value is withheld and directed into a government-controlled fund by the issuer. The skin-in-the-game bond offers a higher yield to investors than a standard corporate bond, in order to compensate for the risk of losing out on (part of) the investment. Both issuer and investor have skin-in-the-game; the embedded financial penalty incentivizes the preservation of a favorable benchmark value. In this work, we elaborate on the general concept of a skin-in-the-game bond, as well as on a tailored valuation model, illustrated by two examples: the ESG and nuclear skin-in-the-game bonds.","PeriodicalId":224709,"journal":{"name":"Corporate Finance: Governance","volume":"69 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129282346","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
Relation between Auditors’ Risk-Preparedness and Audit Adjustments: Evidence from Professional Risk Fund and Professional Indemnity Insurance 审计人员风险准备与审计调整的关系:来自职业风险基金和职业赔偿保险的证据
Corporate Finance: Governance Pub Date : 2021-03-30 DOI: 10.2139/ssrn.3802828
Yingwen Deng, Gerald J. Lobo, Cyndia Wang, Jie Xue, Min Zhang
{"title":"Relation between Auditors’ Risk-Preparedness and Audit Adjustments: Evidence from Professional Risk Fund and Professional Indemnity Insurance","authors":"Yingwen Deng, Gerald J. Lobo, Cyndia Wang, Jie Xue, Min Zhang","doi":"10.2139/ssrn.3802828","DOIUrl":"https://doi.org/10.2139/ssrn.3802828","url":null,"abstract":"Using proprietary information about Chinese audit firms’ Professional Risk Fund (PRF) and Professional Indemnity Insurance (PII) and their publicly traded clients’ audit adjustments, we examine whether and how audit firms’ PRF and PII relate to audit adjustments. We find that audit firms’ PRF and PII have opposite effects on the probability of making audit adjustments to clients’ profits and the magnitude of the audit adjustments. In particular, audit firms with larger PRF provisions exhibit a higher probability and magnitude of audit adjustments, whereas audit firms that hold more PII exhibit a lower probability and magnitude of audit adjustments. Our findings are robust to multiple approaches for addressing potential endogeneity, including using a changes model, a fixed-effects model, and a difference-in-differences specification. The results call into question the use of one-size-fits-all regulations regarding specific risk-shielding methods.","PeriodicalId":224709,"journal":{"name":"Corporate Finance: Governance","volume":"42 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-03-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116854350","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: 1
Employee-Friendly Corporate Culture and Firm Performance: Evidence from a Machine Learning Approach 员工友好型企业文化与企业绩效:来自机器学习方法的证据
Corporate Finance: Governance Pub Date : 2021-03-26 DOI: 10.2139/ssrn.3813075
M. Ylinen, Mikko Ranta
{"title":"Employee-Friendly Corporate Culture and Firm Performance: Evidence from a Machine Learning Approach","authors":"M. Ylinen, Mikko Ranta","doi":"10.2139/ssrn.3813075","DOIUrl":"https://doi.org/10.2139/ssrn.3813075","url":null,"abstract":"This study investigates which values of an employee-friendly (EF) corporate culture are the most important predictors of firm value and operating performance using a novel social media dataset of approximately 250,000 crowdsourced employee reviews of 18 different characteristics of a firm’s corporate culture. The extreme gradient-boosting model with SHAP (Shapley additive explanations) and SAGE (Shapley additive global importance) values is used to examine the predictive value and relative importance of employee-friendly cultural values and the potential nonlinearities of these relationships. We find that several employee-friendly corporate culture features contain value-relevant information for predicting firms’ value (Tobin’s Q) and operating performance (ROA). Our findings (SAGE values) reveal three features indicating that predictive importance is clearly superior to other EF culture variables in our machine learning model: employee reviews about the overall company culture, pride in the company, and job security. Based on the SHAP values, these effects are positive, significant, and closely linear. The effects are negative for low values of an EF corporate culture and strongly positive for high values. Specifically, we find that satisfaction with the overall company culture and organizational pride are the most important characteristics for predicting Tobin’s Q, whereas job security and the overall company culture are the most crucial predictors of ROA. Other significant predictors of Tobin’s Q are the attitude towards older colleagues, work–life balance, office/work environment, inclusive/diverse, and gender equality, while environmental friendliness, gender equality, workplace safety, and inclusive/diverse are important predictors of ROA.","PeriodicalId":224709,"journal":{"name":"Corporate Finance: Governance","volume":"28 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-03-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128315138","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: 7
The Effect of Uncertainty about Future Accounting Standards on Financial Reporting Quality 未来会计准则的不确定性对财务报告质量的影响
Corporate Finance: Governance Pub Date : 2021-03-25 DOI: 10.2139/ssrn.3761444
Ben W. Van Landuyt, Brian J. White
{"title":"The Effect of Uncertainty about Future Accounting Standards on Financial Reporting Quality","authors":"Ben W. Van Landuyt, Brian J. White","doi":"10.2139/ssrn.3761444","DOIUrl":"https://doi.org/10.2139/ssrn.3761444","url":null,"abstract":"Financial statement preparers often make accounting judgments with considerable uncertainty about what future accounting standards will require. We conduct an experiment in the experimental economics tradition to investigate how such uncertainty about future accounting standards affects preparers’ current period accounting estimates. Compared to preparers who know with certainty that future standards will allow them to benefit from future reporting outcomes related to their current period estimates, we find that preparers who face uncertainty about future standards arrive at less biased estimates. We also find evidence of the psychological process underlying these less biased estimates. Consistent with preparers engaging in “inverse elastic justification,” we find that uncertainty about future accounting standards causes preparers to focus more on the diagnostic inputs to accounting estimates and less on non-diagnostic considerations such as their desire to benefit from future reporting outcomes. Although uncertainty associated with the standard setting process is often criticized, our theory and results suggest a potential unanticipated benefit of uncertainty about future accounting standards.","PeriodicalId":224709,"journal":{"name":"Corporate Finance: Governance","volume":"74 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-03-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127144960","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
Promoter Shareholder Activism, Company Performance and Corporate Governance 股东行动主义、公司绩效与公司治理
Corporate Finance: Governance Pub Date : 2021-03-22 DOI: 10.2139/ssrn.3809650
Darshan Ramasubramanian
{"title":"Promoter Shareholder Activism, Company Performance and Corporate Governance","authors":"Darshan Ramasubramanian","doi":"10.2139/ssrn.3809650","DOIUrl":"https://doi.org/10.2139/ssrn.3809650","url":null,"abstract":"The common argument has been that promoters shareholders who have ceded control should not get back into regular management of the company. But when promoter shareholders intervene ( as in above two case studies) , they get back to regular management. <br><br>Remember, that a company is built by the DNA that it possesses. This DNA of the company gives the company its unique character and culture and goes a long way in ensure that it works positively on the company’s valuations.<br><br>Promoters have to intervene when the board tries to form a clique. Professional management is a great idea on paper but when it is not delivering proper business, it may not be of much use.<br><br>So, there is a case for founding promoters to become more activist shareholders. After all, they are the ones who built the company, nurtured the brand and defined the DNA. When professional management falters, it is now time for the Promoter shareholders to be heard","PeriodicalId":224709,"journal":{"name":"Corporate Finance: Governance","volume":"31 1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-03-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123329076","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
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