{"title":"On the Micro-Corporate-Governance of a Strictly Informational Cascade, As Illustrated with Analysis of the Performativity of the Black-Scholes-Merton Model","authors":"Henry Wurts","doi":"10.2139/ssrn.3857857","DOIUrl":"https://doi.org/10.2139/ssrn.3857857","url":null,"abstract":"While macro-corporate-governance (e.g., addressing how a governance process should be administered within a corporate structure) seems to be widely discussed in academic literature, a discussion of micro-corporate-governance (e.g., assessing specific models, including regarding whether they accurately represent a corporate risk exposure) seems sparse, as does midi-corporate-governance (e.g., the model validation process itself, as an administered process toward specific models). An important part of corporate governance (CG) is the model validation (MV) process, with one example of micro-CGMV being how “strictly informational cascades” can influence a validation process, even perhaps suggesting that model validation is not required. Yet, such cascades are not often transparent, and not often detected by validators who are not technically trained. This paper illustrates how a variety of “attention directing tools” used as “fast and frugal heuristics” can help in the model validation process in general and the specific task of identifying “strictly informational cascades.” The tools are applied toward the Black-Scholes-Merton Model, a seminal financial derivatives model that is approaching a 50th anniversary of publication, and are illustrated to demonstrate that lessons can be learned to apply to more-complex models and more-complex financial instruments.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":"104 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-06-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122662605","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":"Merger or Acquisition? Introduction to the Handbook of Historical Economics","authors":"Alberto Bisin, G. Federico","doi":"10.3386/W28786","DOIUrl":"https://doi.org/10.3386/W28786","url":null,"abstract":"Abstract The relationship between history and economics as academic disciplines is methodologically subtle and sociologically contested. If the Cliometric revolution can be characterized as an acquisition of economics by history, the most recent trends in Historical Economics appear to turn this relationship on its head. In this Introduction we read the chapters of the Handbook as a forceful argument in favor of a merger between the two disciplines rather than the acquisition of one by the other; a merger which combines, notably, the detailed knowledge of historical sources, the capability of distilling complex historical processes into a model, and the statistical/econometric skills for identification and estimation.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":"10 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126856213","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 Illusory Promise of Stakeholder Governance: Presentation Slides","authors":"L. Bebchuk, Roberto Tallarita","doi":"10.2139/ssrn.3581299","DOIUrl":"https://doi.org/10.2139/ssrn.3581299","url":null,"abstract":"Corporate purpose is now the focus of a fundamental and heated debate, with rapidly growing support for the proposition that corporations should move from shareholder value maximization to “stakeholder governance” and “stakeholder capitalism.” This Article critically examines the increasingly influential “stakeholderism” view, according to which corporate leaders should give weight not only to the interests of shareholders but also to those of all other corporate constituencies (including employees, customers, suppliers, and the environment). We conduct a conceptual, economic, and empirical analysis of stakeholderism and its expected consequences. We conclude that this view should be rejected, including by those who care deeply about the welfare of stakeholders. \u0000 \u0000Stakeholderism, we demonstrate, would not benefit stakeholders as its supporters claim. To examine the expected consequences of stakeholderism, we analyze the incentives of corporate leaders, empirically investigate whether they have in the past used their discretion to protect stakeholders, and examine whether recent commitments to adopt stakeholderism can be expected to bring about a meaningful change. Our analysis concludes that acceptance of stakeholderism should not be expected to make stakeholders better off. \u0000 \u0000Furthermore, we show that embracing stakeholderism could well impose substantial costs on shareholders, stakeholders, and society at large. Stakeholderism would increase the insulation of corporate leaders from shareholders, reduce their accountability, and hurt economic performance. In addition, by raising illusory hopes that corporate leaders would on their own provide substantial protection to stakeholders, stakeholderism would impede or delay reforms that could bring meaningful protection to stakeholders. Stakeholderism would therefore be contrary to the interests of the stakeholders it purports to serve and should be opposed by those who take stakeholder interests seriously. \u0000 \u0000Presentation slides for this paper are available on SSRN here. \u0000 \u0000This paper is part of a larger research project of the Harvard Law School Corporate Governance on stakeholder capitalism and stakeholderism. Another part of this research project is For Whom Corporate Leaders Bargain by Lucian A. Bebchuk, Kobi Kastiel, and Roberto Tallarita.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":"2010 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-02-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125626948","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":"Not Everything is About Investors: The Case for Mandatory Stakeholder Disclosure","authors":"A. Lipton","doi":"10.2139/SSRN.3435578","DOIUrl":"https://doi.org/10.2139/SSRN.3435578","url":null,"abstract":"Corporations are constantly required to disclose information, but only the federal securities laws impose generalized public disclosure obligations that offer a holistic overview of corporate operations. Though these disclosures are intended to benefit investors, they are accessible by anyone, and thus have long been relied upon by regulators, competitors, employees, and local communities to provide a working portrait of the country’s economic life. \u0000 \u0000Today, that system is breaking down. Congress and the SEC have made it easier for companies to raise capital without becoming subject to the securities disclosure system, allowing modern businesses to grow to enormous proportions while leaving the public in the dark about their operations. Meanwhile, the governmentally-conferred informational advantage of large investors allows them to tilt managers’ behavior in their favor, at the expense of consumers, employees, and other corporate stakeholders. As a result, securities disclosures do not provide the comprehensive picture necessary to maintain social control over corporate behavior. \u0000 \u0000This Article recommends that we explicitly acknowledge the importance of disclosure for noninvestor audiences, and discuss the feasibility of designing a disclosure system geared to their interests. In so doing, this Article excavates the historical pedigree of proposals for stakeholder-oriented disclosure. Both in the Progressive Era, and again during the 1970s, efforts to create generalized corporate disclosure obligations were commonplace. In each era, however, they were redirected towards investor audiences, in the expectation that investors would serve as a proxy for the broader society. As this Article establishes, that compromise is no longer tenable.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-08-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128976953","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":"Politicians' Ideology, State Intervention, and Corporate Taxation","authors":"Ke Na, T. Shevlin, Danqing Wang, Wenjia Yan","doi":"10.2139/ssrn.3561306","DOIUrl":"https://doi.org/10.2139/ssrn.3561306","url":null,"abstract":"This paper examines the impact of politicians' ideological preferences on corporate taxation. Our tests exploit the implementation of the Reform and Opening-up policy in China in 1978 that significantly weakens the communist ideology. We find that, in the post-reform period, the effective tax rates of firms in cities whose secretaries joined the communist party before the reform, and therefore, were indoctrinated with stronger communist ideology, are significantly higher than those of firms with secretaries joining the communist party after the reform. This effect is weaker for party secretaries close to retirement and for party secretaries with working experience in the central government. Further tests suggest that party secretaries' communist ideology affect corporate taxation through both tax benefit provisions and enforcement of tax rules. A regression discontinuity design approach exploiting the age qualification of party members provides consistent results.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":"87 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-07-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125053495","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 Strengths and Weaknesses of Lehman Brothers’ Corporate Governance Mechanisms and Internal Controls","authors":"Chenoy Ceil","doi":"10.2139/ssrn.3521071","DOIUrl":"https://doi.org/10.2139/ssrn.3521071","url":null,"abstract":"Lehman Brother’s corporate governance mechanisms and internal controls had several flaws that led to the downfall of the organization. The company lacked corporate governance measures that could highlight the fraudulent activities within the company. Corporate governance in any organization is controlled by the shareholders (owners) of the company, the directors of the company and its managers who utilize the company’s assets. The four pillars of corporate governance are accountability, fairness, transparency and independence. The role of banking reforms in controlling financial institutions have been in place for long.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":"103 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127430334","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Corporate Governance and Income Inequality: The Role of the Monitoring Board","authors":"Ezra Wasserman Mitchell","doi":"10.2139/ssrn.2842136","DOIUrl":"https://doi.org/10.2139/ssrn.2842136","url":null,"abstract":"Does corporate governance play a role in income inequality? If so, how? This paper pursues this inquiry, beginning with an examination of the causes of significant income inequality throughout twentieth and early twenty-first century American history. The parallel developments of financial practices and board structures over these periods reveal the relatively contemporaneous rises of shareholder valuism and the modern monitoring board, with the latter providing institutional structure and norm propagation for the former, thus serving as a corporate governance channel through which income inequality is perpetuated. History further reveals the monitoring board to be an institutional component of finance capitalism, and the so-called managerial board that dominated during a period of relative income equality to be an institutional component of industrial capitalism.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":"100 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-08-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134408508","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 Dynamics of Managerial Entrenchment: The Corporate Governance Failure in Anglo-Irish Bank","authors":"Gary Abrahams, Joanne Horton, Yuval Millo","doi":"10.2139/ssrn.2955610","DOIUrl":"https://doi.org/10.2139/ssrn.2955610","url":null,"abstract":"What are the dynamics through which corporate boards led by dominant CEOs fail? We address this question by examining the case of Anglo Irish Bank. We focus on the dynamics in and around Anglo’s board of directors in the 3-year period leading to its collapse in 2008. Using documentary analysis and 21 interviews with Anglo’s senior managers and other key actors, we identify two interrelated sets of dynamics: a dominant CEO who used his influence to populate the board with affiliated individuals, leading to a low-skilled board and increasing further his dominance; and the establishment of norms whereby stock ownership signified loyalty rather than commitment to performance. We suggest these dynamics reflect a broader organisational change where new meanings were assigned to existing corporate practices, leading to poor scrutiny of executive decisions and subversion of intended incentives. Our findings contribute to the literature on managerial entrenchment by shedding light on how undesirable consequences of stock ownership are likely to emerge. More generally, we contribute to the management and corporate governance literatures by showing the dynamic and interdependent nature of factors that contribute to the emergence of organisational vulnerabilities and ultimately to corporate failures.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":"8 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-04-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129119388","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 New and Free Longitudinal and Cross-National Dataset on Minority Shareholder Protections","authors":"M. Guillén, L. Capron","doi":"10.2139/SSRN.2644905","DOIUrl":"https://doi.org/10.2139/SSRN.2644905","url":null,"abstract":"We are making available to all scholars a new dataset on legal protections of minority shareholder rights with repeated annual measures between 1970 and 2011 for 78 countries. Our measure synthesizes 10 different legal provisions contained in national legislation. The data can be used to analyze research topics regarding corporate governance, financial development, stock markets, joint ventures, and other types of managerial and governance issues.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":"226 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-09-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128554829","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Corporate governance in emerging markets","authors":"M. Pargendler","doi":"10.1093/OXFORDHB/9780198743682.013.33","DOIUrl":"https://doi.org/10.1093/OXFORDHB/9780198743682.013.33","url":null,"abstract":"Despite deep differences in their political systems, legal regimes, and economic structures, countries such as Brazil, Russia, India, and China share a recent history of rapid economic growth and capital market expansion. This chapter for the forthcoming Oxford Handbook of Corporate Law and Governance (Jeffrey N. Gordon & Wolf-Georg Ringe eds.) explores the degree and direction of transformation in emerging markets’ corporate governance in the last decades. Part I surveys the interaction between the ownership structures prevailing in emerging markets and the underlying institutional environment. Part II examines the driving forces of change by comparing the relative roles played by legislatures, regulators, courts, and alternative institutional arrangements in corporate governance reform. Part III then evaluates the degree of convergence and persistence in corporate governance in emerging markets by underscoring the need to consider the particular contextual significance of different practices.","PeriodicalId":265444,"journal":{"name":"CGN: Other Corporate Governance: Economic Consequences","volume":"75 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-03-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127617826","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}