Corporate Governance & Management eJournal最新文献

{"title":"What is the Corporation and Why Does it Matter?","authors":"J. Veldman, H. Willmott","doi":"10.3917/MANA.165.0605","DOIUrl":"https://doi.org/10.3917/MANA.165.0605","url":null,"abstract":"‘Management’ is widely and deeply embedded in ‘corporations’. Yet in many studies of management and organization the corporation is an influential but shadowy and largely unaccountable presence. Rarely is the modern, capitalist corporation thematized. This article contributes to remedying this omission by attending to how the corporation is a product of three imaginaries: legal, economic, and political. In the post-medieval order, the legal imaginary made possible the construction of the corporate form; the economic imaginary has promoted an expansion of this form and shaped its subsequent development; and, finally, the political imaginary offers a way of appreciating how politics, including the power of the state, is key to (i) the rise of the modern corporation, and (ii) to a recognition of how the primacy of the political in the formation and development of the modern corporation is articulated through, and obscured behind, the dominance of legal and economic imaginaries. Attending to the three imaginaries, it is argued, is central to a thorough comprehension of the modern corporation, a concomitant appreciation of its deeply divisive consequences, and lastly, to the development of policies designed to counteract its malign effects.","PeriodicalId":347848,"journal":{"name":"Corporate Governance & Management eJournal","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-11-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129761803","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":"CSR in SMEs: An Analysis of Donor-Financed Management Tools","authors":"Peter Lund-Thomsen, D. Jamali, Antonio Vives","doi":"10.2139/ssrn.2358477","DOIUrl":"https://doi.org/10.2139/ssrn.2358477","url":null,"abstract":"In this article, we set out to analyze the management tools that have been developed by international development agencies with the aim of promoting corporate social responsibility (CSR) in Small and medium-sized enterprises (SMEs) in developing countries. In doing so, we made an original contribution to the literature on this topic in two ways. First, we developed a conceptual framework using insights from the literatures on institutional theory, critical perspectives on CSR in developing countries, and writings on the relationship between CSR and SMEs in the developing world to enable an analysis of the potential and limits of management tools aimed at promoting CSR in developing country SMEs. Here we argued that attention to poverty reduction and the silent/sunken CSR practices in such tools might be relevant yard sticks to assess their potential relevance and applicability in the South. Second, our empirical analysis of the contents of these tools indicates that they pay little or no attention to advocating the alleviation of income related poverty as part of SMEs’ CSR strategies in the developing world. They might, however, indirectly promote poverty reduction if we think of poverty as relating to the enhancement of capabilities and/or the reduction of vulnerability of SMEs, workers, and communities in the developing world. At the same time, the tools examined encourage the adoption of explicit CSR approaches, similar to those employed by large firms in the Western world, while they tend to ignore the silent or sunken CSR approaches that one would usually expect to find in SMEs operating in the developing world. In terms of policy implication of our analysis, there appears to be a very real risk that the promotion of such CSR tools are likely to be perceived as a top-down, outside-in imposition by SME managers in developing countries who may find that they embody assumptions and practices that have very little or nothing to do with the reality of their every-day operations. Hence, in our view, it might be a better starting point for international development agencies to first map the informal CSR practices of SMEs and then use such a mapping process to enhancing or strengthening existing social responsibility practices which are already present in these firms. Otherwise the use of such tools might result in a process of CSR capacity destruction instead of CSR capacity development for such firms. Finally, we suggest that future research in this area would benefit from a broader examination of the spread, relevance and effectiveness of tools intended to promote CSR in SMEs in developing countries in two ways. First, it would be important to conduct in-depth interviews with aid agency personnel, consultants, SME managers, workers, and community members with a view to probing their views of their relevance and effectiveness of these tools in the South. Second, we suggest that similar tools produced by developing country governments, business ass","PeriodicalId":347848,"journal":{"name":"Corporate Governance & Management eJournal","volume":"66 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-10-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124082323","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 Social Responsibility for National Building","authors":"Dr. Mukesh Kumar Mishra","doi":"10.2139/ssrn.2345571","DOIUrl":"https://doi.org/10.2139/ssrn.2345571","url":null,"abstract":"The three distinct pillars sustaining any nation-building process. First one is, government, which also could be categorized as political leadership; second, civil society; and third, business. Last couple of years has been a challenging year for all and one that has brought us with a global economic recession of unprecedented proportions, and attack on India’s financial capital. It may seem a trifle strange to work on Corporate Social Responsibility during such times. But we are convinced that there is no better time than now to reiterate the need for “Responsibility” - responsibility as citizens, as business persons and as humans inhabiting this fragile planet. The question whether business has a role to play in nation-building is by and large settled today. Corporate social responsibility encompasses not only what companies do with their profits, but also how they make them. It goes beyond philanthropy and compliance and addresses how companies manage their economic, social, and environmental impacts, as well as their relationships in all key spheres of influence: the workplace, the marketplace, the supply chain, the community, and the public policy realm.","PeriodicalId":347848,"journal":{"name":"Corporate Governance & Management eJournal","volume":"11 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-10-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132201124","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 Entrepreneurial Gap: How Managers Adjust Span of Accountability and Span of Control to Implement Business Strategy","authors":"Robert A. Simons","doi":"10.2139/ssrn.2280355","DOIUrl":"https://doi.org/10.2139/ssrn.2280355","url":null,"abstract":"This study focuses on the relationship between business strategy, organization structure, and diagnostic control systems. The project analyzes data from 75 field studies to illustrate how managers adjust span of accountability and span of control to motivate different levels of innovation and entrepreneurial behavior. Six propositions are derived inductively about when, why, and how managers make these choices.","PeriodicalId":347848,"journal":{"name":"Corporate Governance & Management eJournal","volume":"86 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-07-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126144446","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":"Why Do Sales People Spend So Much Time Lobbying for Low Prices?","authors":"D. Simester, Juanjuan Zhang","doi":"10.2139/ssrn.1971347","DOIUrl":"https://doi.org/10.2139/ssrn.1971347","url":null,"abstract":"In business-to-business settings a company's sales force often spends considerable time lobbying internally for authorization to charge lower prices. These internal lobbying activities are time consuming, and divert attention from other tasks, such as interacting with customers. We explain why internal lobbying activities serve an important role. They help the firm elicit truthful reporting of demand information from the sales force. As a result, it may be profitable for the firm to require lobbying and make the requirement onerous, even though lobbying is a nonproductive activity that creates an additional administrative burden and imposes a deadweight loss.","PeriodicalId":347848,"journal":{"name":"Corporate Governance & Management eJournal","volume":"27 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-06-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116268502","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 Roller Coaster Ride of M&A: Case Study of Sun Pharmaceuticals Industries Limited & Taro Pharmaceuticals Industries Limited","authors":"Arti Trivedi, Dr.Jay Desai, Nisarg A Joshi","doi":"10.2139/SSRN.2197797","DOIUrl":"https://doi.org/10.2139/SSRN.2197797","url":null,"abstract":"This is one wrestle which has rocked the two crown establishments in pharma space and has taken them through a roller coaster ride. The battalion of group companies for one of India’s leading drug maker Sun Pharmaceutical Industries Limited would have swiftly expanded to include another gigantic drug making company of Israel i.e. Taro Pharmaceutical Industries Limited. At the outset of entering into a concord for a friendly merger between Sun Pharmaceutical Industries Limited (India) and Taro Pharmaceuticals Industries Limited (Israel) (the “Proposed Transaction”), none of the parties would have contemplated that they would end up battling in courts or trying to settle the disputes through mediation. Manifestly, what was supposed to be the second largest outbound acquisition by an Indian company in the pharmacy space is now into disputed waters.This M&A Case probes the commercial, legal, tax and regulatory aspects of the Proposed Transaction between Sun Pharmaceutical Industries Limited and Taro Pharmaceuticals Industries Limited.","PeriodicalId":347848,"journal":{"name":"Corporate Governance & Management eJournal","volume":"32 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-01-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134485394","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 Female Style in Corporate Leadership? Evidence from Quotas","authors":"David A. Matsa, Amalia R. Miller","doi":"10.2139/ssrn.1636047","DOIUrl":"https://doi.org/10.2139/ssrn.1636047","url":null,"abstract":"This paper studies the impact of gender quotas for corporate board seats on corporate decisions. We examine the introduction of Norway's 2006 quota, comparing affected firms to other Nordic companies, public and private, that are unaffected by the rule. We find that affected firms undertake fewer workforce reductions than comparison firms, increasing relative labor costs and employment levels and reducing short-term profits. The effects are strongest among firms without female board members beforehand and are present even for boards with older and more experienced members afterward. The boards appear to be affecting corporate strategy in part by selecting like-minded executives.","PeriodicalId":347848,"journal":{"name":"Corporate Governance & Management eJournal","volume":"9 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-12-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115215952","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: Incentive Pay with 'Rolling Option Repricing' Terms: The Role of Advisory Services (ISS, Glass Lewis); Ramtron Case Study","authors":"M. Gumport","doi":"10.2139/SSRN.2071351","DOIUrl":"https://doi.org/10.2139/SSRN.2071351","url":null,"abstract":"This brief essay looks at corporate governance issues that may arise when a company’s incentive pay package permits “rolling option repricing”.In the case of Ramtron International Corporation (RMTR), the company proposed for shareholder vote at its annual meeting a pay package (the “2012 Plan”) authorizing the issuance of options and other equity incentives amounting to 9.9% of the firm’s outstanding shares. Because Ramtron’s 2012 Plan provided that any outstanding award under prior plans that subsequently expired or was forfeited would be rolled back into the 2012 Plan authorization, a vote in favor of the Ramtron 2012 Plan actually became a vote to authorize the potential issuance of equity awards amounting to 26.6% of outstanding shares. Leading advisories Institutional Shareholder Services (ISS) and Glass, Lewis & Co. LLC recommended a vote in favor of Ramtron’s 2012 incentive plan. Is an incentive pay plan that potentially authorizes option grants to management amounting to 26.6% of currently outstanding shares an unreasonable size (too expensive)? How does enabling the rollover and reissue of expiring/forfeited options at lower prices with extended maturities differ in end result from enabling option repricing (a practice cited by advisories as a cause for disapproval of a plan)? What can be said about the criteria and operation of institutional shareholder advisory services? Corporate officers and directors, in proposing pay incentive plans, may want to give these issues thought, and, regardless of the recommendations of advisory services, investors may wish to more closely inspect proposed plans that include “rolling option repricing” terms.","PeriodicalId":347848,"journal":{"name":"Corporate Governance & Management eJournal","volume":"14 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-05-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132474768","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 Impact of the EU Takeover Directive on Takeover Performance and Empire Building","authors":"M. Humphery‐Jenner","doi":"10.2139/ssrn.1992888","DOIUrl":"https://doi.org/10.2139/ssrn.1992888","url":null,"abstract":"This paper uses the EU takeover directive as a natural experiment to test when legal harmonization creates value, and to examine the impact of increased entrenchment on investment decisions. The EU promulgated the takeover directive in April 2004. The implementation deadline was May 2006. The goal was to encourage value-creating takeovers by harmonizing takeover laws across the EU. However, the takeover directive has received criticism for being vague and discretionary, and for entrenching managers. I hypothesize that because the directive hinders takeovers, it might increase managerial entrenchment and enable managers of EU-companies to make agency-motivated investments (or simply exercise less discipline). I find supportive evidence: after the directive, EU-companies make investments that are less profitable (as proxied by takeover returns) and that take longer to compete. Further, asset growth increased in treated companies following the takeover directive, suggesting that the additional entrenchment facilitates empire building.","PeriodicalId":347848,"journal":{"name":"Corporate Governance & Management eJournal","volume":"88 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-01-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128734043","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 Reexamination of Tunneling and Business Groups: New Data and New Methods","authors":"J. Siegel, P. Choudhury","doi":"10.2139/ssrn.1560764","DOIUrl":"https://doi.org/10.2139/ssrn.1560764","url":null,"abstract":"The last decade of corporate governance research has been focused in large part on identifying what leads to superior or deficient corporate governance in emerging economies. We propose that firms' corporate governance and firms' strategic business activities within an industry are interlinked. By conducting a simultaneous economic analysis of business strategy and corporate governance, scholars can better discern the quality of a firm's governance. We look at one of the most rigorous extant methodologies for detecting \"tunneling,\" or efforts by firms' controlling owner managers to take money for themselves at the expense of minority shareholders. We find that, in contrast to prior views, Indian business groups are not, on average, engaging in tunneling (expropriation), but are on average exhibiting good corporate governance, especially in light of the markedly different business strategies they typically undertake. Moreover, unlike many past conceptions of business groups from financial economics, sociology, and strategy, we find evidence for a knowledge-based \"recombinative capabilities\" view of business groups-that such groups have done the most to invest in R&D and other skills necessary to combine inputs in ways that lead to greater added value. Further, our finding that Indian business groups have grown larger and more diversified since liberalization and since broad-based corporate governance reforms were implemented, goes expressly against the prediction of prior schools of thought about business groups. We argue that the conventional wisdom about tunneling and business groups will need to be questioned and reformulated in light of the new data, methodology, and findings presented in this study.","PeriodicalId":347848,"journal":{"name":"Corporate Governance & Management eJournal","volume":"197 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-01-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123135537","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}