Corporate Finance and Organizations eJournal最新文献_第10页

The Separation of Ownership and Control in East Asian Corporations 东亚公司所有权与控制权的分离

Corporate Finance and Organizations eJournal Pub Date : 1999-11-23 DOI: 10.2139/ssrn.206448

S. Claessens, Simeon Djankov, Larry H. P. Lang

引用次数: 5509

Protection of Minority Shareholder Interests, Cross-Listings in the United States, and Subsequent Equity Offerings 中小股东利益保护、美国交叉上市及后续股权发行

Corporate Finance and Organizations eJournal Pub Date : 1999-11-17 DOI: 10.2139/ssrn.194670

William A. Reese, M. Weisbach

{"title":"Protection of Minority Shareholder Interests, Cross-Listings in the United States, and Subsequent Equity Offerings","authors":"William A. Reese, M. Weisbach","doi":"10.2139/ssrn.194670","DOIUrl":"https://doi.org/10.2139/ssrn.194670","url":null,"abstract":"This paper examines the hypothesis that non-U.S. firms cross-list in the United States to increase protection of their minority shareholders. Cross-listing on an organized exchange (NYSE or Nasdaq) in the U.S. subjects a non-U.S. firm to a number of provisions of U.S. securities law and requires the firm to conform to U.S. GAAP. It therefore increases the expected cost to managers of extracting private benefits, and commits the firm to protecting minority shareholders' interests. The expected relation between the quantity of cross-listings and shareholder protection in the home country is ambiguous, because managers will consider both expected private benefits and the public value of their shares. However, there are clear predictions about the relation between subsequent equity issues, shareholder protection and cross-listings: 1) Equity issues increase following all cross-listings, regardless of shareholder protection. 2) The increase should be larger for cross-listings from countries with weak protection. 3) Equity issues following cross-listings in the U.S. will tend to be in the U.S. for firms from countries with strong protection and outside the U.S. for firms from countries with weak protection. We find strong evidence supporting predictions 1) and 3), and weak evidence consistent with hypothesis 2). Overall, the desire to protect shareholder rights appears to be one reason why some non-U.S. firms cross-list in the United States. However, it probably is not an important determinant of the large recent increase in cross-listings, because legal requirements potentially deter a number of firms that do have a demand for equity capital from cross-listing in the U.S.","PeriodicalId":272257,"journal":{"name":"Corporate Finance and Organizations eJournal","volume":"64 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1999-11-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134427164","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: 922

The Benefits and Costs of Relation-Based Governance: An Explanation of the East Asian Miracle and Crisis 关系型治理的收益与成本:对东亚奇迹与危机的解释

Corporate Finance and Organizations eJournal Pub Date : 1999-10-20 DOI: 10.2139/ssrn.200208

Shuhe Li

引用次数: 51

Corporate Governance in Germany 德国的公司治理

Corporate Finance and Organizations eJournal Pub Date : 1999-10-05 DOI: 10.2139/ssrn.178448

M. Balz

引用次数: 4

Executives and Hedging: The Fragile Legal Foundation of Incentive Compatibility 高管与套期保值:激励相容的脆弱法律基础

Corporate Finance and Organizations eJournal Pub Date : 1999-10-01 DOI: 10.2139/SSRN.163383

David M. Schizer

{"title":"Executives and Hedging: The Fragile Legal Foundation of Incentive Compatibility","authors":"David M. Schizer","doi":"10.2139/SSRN.163383","DOIUrl":"https://doi.org/10.2139/SSRN.163383","url":null,"abstract":"In the capital markets, the 1990s have been the decade of executive stock options and the derivatives market. Legal scholars and economists have begun to realize that, in combination, these two trends raise a serious concern. Options are supposed to inspire better performance by tying pay to the stock price. Yet, what if an executive could use the derivatives market to simulate a sale of her option -- a practice known as \"hedging\" -- without violating her contract with the firm? The incentive justification for option grants would no longer hold. This Article demonstrates that the tax law helps avert this consequence in the United States; this phenomenon, in turn, shows that the U.S. tax law performs an important corporate governance function, not previously recognized in the academic literature. The tax law discourages executives from hedging options (but not necessarily from hedging stock holdings, although such hedging raises somewhat different concerns). Whereas shareholders and executives should contract to ban options hedging, the existing tax barrier is a plausible substitute. Indeed, since the tax law already has reason to monitor and penalize hedging, it can perform this corporate governance function without significant new administrative costs. Yet the tax barrier is overbroad and potentially unstable. Indeed, it could unravel due to relatively minor changes in the tax law that seem far removed from corporate governance. Moreover, the tax barrier does not govern foreign executives who are not subject to U.S. tax. Accordingly, this Article recommends strengthening contractual and securities law constraints on hedging. It concludes with reflections about the capacity of tax to influence corporate governance, not only for the worse, as has widely been observed, but also sometimes for the better.","PeriodicalId":272257,"journal":{"name":"Corporate Finance and Organizations eJournal","volume":"116 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1999-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116106492","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: 53

Law and Equity Markets: A Simple Model 法律和股票市场:一个简单的模型

Corporate Finance and Organizations eJournal Pub Date : 1999-10-01 DOI: 10.2139/ssrn.209312

D. Lombardo, M. Pagano

引用次数: 282

Disclosure Quality, Institutional Investors, and Stock Return Volatility 信息披露质量、机构投资者和股票收益波动

Corporate Finance and Organizations eJournal Pub Date : 1999-10-01 DOI: 10.2139/ssrn.146434

Brian J. Bushee, Christopher F. Noe

引用次数: 50

Multinational Capital Structure and Financial Flexibility 跨国资本结构与财务灵活性

Corporate Finance and Organizations eJournal Pub Date : 1999-10-01 DOI: 10.2139/ssrn.217569

James E. Hodder, Kuljot Singh

引用次数: 42

Choice of Form and Network Externalities 形式选择与网络外部性

Corporate Finance and Organizations eJournal Pub Date : 1999-09-08 DOI: 10.2139/ssrn.163832

Larry E. Ribstein, Bruce H. Kobayashi

引用次数: 25

Optimal Executive Compensation: Some Equivalence Results 最优高管薪酬:一些等价结果

Corporate Finance and Organizations eJournal Pub Date : 1999-09-01 DOI: 10.2139/ssrn.181425

Chongwoo Choe

引用次数: 1