Corporate Law: Finance & Corporate Governance Law eJournal最新文献

{"title":"Accounting for Goodwill on the Acquisition of Corporate Subsidiaries","authors":"K. Dunstan","doi":"10.2139/ssrn.191078","DOIUrl":"https://doi.org/10.2139/ssrn.191078","url":null,"abstract":"Despite the existence of regulation, Australian firms retain considerable discretion over the amount of goodwill recorded on the acquisition of corporate subsidiaries. The acquisition of a corporate subsidiary is a significant transaction that represents an incremental change to the investment opportunity set of a firm. This isolation of a subset of the firm's investment opportunity set provides a unique opportunity to address the endogeneity problem encountered by other studies that attempt to isolate the incremental importance of ex ante and ex post explanations for accounting policy choice. The findings support the conclusion that the proportion of the purchase price allocated to goodwill is ex ante related to the investment opportunity set of the target company and ex post determined by the firm wide characteristics, leverage and the investment opportunity set of the acquiring company.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"72 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1999-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125797833","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":"Earnings Management, Audit Differences, and Analysts' Forecasts","authors":"R. Libby, William R. Kinney, Jr.","doi":"10.2139/ssrn.174428","DOIUrl":"https://doi.org/10.2139/ssrn.174428","url":null,"abstract":"This paper reports results of two experiments aimed at (1) assessing whether companies are less willing to record immaterial income decreasing audit differences when the adjustment causes the company to report earnings below the consensus analyst forecast and (2) determining whether implementation of proposed auditing standards aimed at this phenomenon will affect the willingness to record such audit differences. In the experiments, Big Five audit managers estimated the portion of an immaterial audit difference a client would choose to record in various circumstances. Our managers expected their clients not to record immaterial audit differences when such differences caused them to report earnings below the consensus forecast. This behavior was expected to be particularly prevalent when the misstatement amount was less objectively determined. Our results also suggest that the proposed auditing standards will be only minimally effective in promoting the recording of immaterial audit differences in general, and ineffective in reducing the use of unrecorded audit differences to meet the forecast. Even when the related error was objectively determined and the proposed auditing standards were in effect, no more than 30% of clients were expected to book an adjustment that would cause them to miss the forecast.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"51 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1999-07-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124161559","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 Internet Will Drive Corporate Monitoring","authors":"M. Latham.","doi":"10.2139/SSRN.166248","DOIUrl":"https://doi.org/10.2139/SSRN.166248","url":null,"abstract":"Using the internet for shareholder proxy voting will not just save money. It will give shareholders unprecedented influence over the policies of large corporations, by making \"corporate monitoring\" possible. Rational voter apathy will be counteracted by the internet's ability to make information exchange cheap and easy. Likely benefits include higher profits, support for social goals, and more realistic levels of CEO pay. Compared to other countries, America has more stock held by individuals who use the internet, so America will lead this trend.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"26 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1999-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132368159","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":"Is Institutional Ownership Associated with Earnings Management and the Extent to Which Stock Prices Reflect Future Earnings?","authors":"Shivaram Rajgopal, M. Venkatachalam, J. Jiambalvo","doi":"10.2139/ssrn.163433","DOIUrl":"https://doi.org/10.2139/ssrn.163433","url":null,"abstract":"Articles in the financial press suggest that institutional investors are overly focused on short-term profitability leading mangers to manipulate earnings fearing that a short-term profit disappointment will lead institutions to liquidate their holdings. This paper shows, however, that the absolute value of discretionary accruals declines with institutional ownership. The result is consistent with managers recognizing that institutional owners are better informed than individual investors, which reduces the perceived benefit of managing accruals. We also find that as institutional ownership increases, stock prices tend to reflect a greater proportion of the information in future earnings relative to current earnings. This result is consistent with institutional investors looking beyond current earnings compared to individual investors. Collectively, the results offer strong evidence that managers do not manipulate earnings due to pressure from institutional investors who are overly focused on short-term profitability.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"31 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1999-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125091636","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":"Stock Pyramids, Cross-Ownership, and Dual Class Equity: The Creation and Agency Costs of Separating Control from Cash Flow Rights","authors":"L. Bebchuk, Reinier H. Kraakman, George G. Triantis","doi":"10.2139/ssrn.147590","DOIUrl":"https://doi.org/10.2139/ssrn.147590","url":null,"abstract":"This paper examines common arrangements for separating control from cash flow rights: stock pyramids, cross-ownership structures, and dual class equity structures. We describe the ways in which such arrangements enable a controlling shareholder or group to maintain a complete lock on the control of a company while holding less than a majority of the cash flow rights associated with its equity. Next, we analyze the consequences and agency costs of these arrangements. In particular, we show that they have the potential to create very large agency costs -- costs that are an order of magnitude larger than those associated with controlling shareholders who hold a majority of the cash flow rights in their companies. The agency costs of these structures, we suggest, are also likely to exceed the agency costs of attending highly leveraged capital structures. Finally, we put forward an agenda for research concerning structures separating control from cash flow rights.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"4 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1999-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127634505","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":"Adverse Selection and Gains to Controllers in Corporate Freezeouts","authors":"L. Bebchuk, Marcel Kahan","doi":"10.2139/ssrn.147568","DOIUrl":"https://doi.org/10.2139/ssrn.147568","url":null,"abstract":"In a corporate freeze-out, the controller is required to compensate minority shareholders for the no-freezeout value of their shares that are taken from them. This paper seeks to highlight the difficulties involved in determining this no-freezeout value when, as is often the case, the controller has private information. In particular, the analysis shows that the pre-freezeout market price of minority shares cannot be used as a proxy for the no-freezeout value that these shares would have in the absence of a freeze-out. It is shown that, under a regime in which frozen out minority shareholders receive a compensation equal to the pre-freezeout market price, the pre-freezeout market price will be set at a level below the expected no-freezeout value of minority shares. The reason for this is a \"lemons effect\" that arises when a controller uses her private information in deciding whether to effect a freeze-out. By showing how controllers are able to use their private information to effect freeze-outs at terms favorable to them, this paper demonstrates that freeze-outs can become a significant source for private benefits of control.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"28 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1999-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129169162","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":"Director Ownership, Corporate Performance, and Management Turnover","authors":"Sanjai Bhagat, Dennis C. Carey, Charles m. Elson","doi":"10.2139/ssrn.134488","DOIUrl":"https://doi.org/10.2139/ssrn.134488","url":null,"abstract":"One of the goals of the corporate governance movement has been to replace the current procedurally based duty of care with an equity-based model. For such an approach to be viable, a linkage between better director management monitoring and heightened board equity ownership must be demonstrated. This Article finds such a linkage empirically. The authors report that based on an examination of a substantial number of public companies, the greater the dollar value of the outside director equity ownership: (i) the better the company?s overall performance, and (ii) the more likely in a poorly performing company that there will be a disciplinary-type CEO turnover.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"33 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1998-12-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126926733","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 German Corporate Governance System","authors":"D. Charny","doi":"10.2139/ssrn.125188","DOIUrl":"https://doi.org/10.2139/ssrn.125188","url":null,"abstract":"Among American corporate law scholars, contemporary appreciation of the distinctive features of the German corporate model has proceeded in two stages. The first stage accomplished an intellectual paradigm shift, a genuine exemplification of this much-overused concept. Inevitably, as with any paradigmatic reconceptualization, a second wave of empirical testing and theoretical refinement followed. As Roe and other scholars had anticipated, the broad picture of several radically different corporate systems presented more a set of ideal types than a complete description of the corporate world. Finally, the systems have been subject to contemporary economic pressures such as globalization, the dissemination of new production methods, and the collapse of welfare-state regimes that made the stable post-war equilibria appear to be mere temporary stopping points on the way to some yet unspecified but undoubtedly brave new world. Within the scope of this brief conference paper, I will offer a more nuanced assessment of where we stand in light of the revisionist research.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"26 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1998-12-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121676239","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 Decisionmaking and the Moral Rights of Employees: Participatory Management and Natural Law","authors":"Stephen M. Bainbridge","doi":"10.2139/ssrn.132528","DOIUrl":"https://doi.org/10.2139/ssrn.132528","url":null,"abstract":"Participatory management--the philosophy of involving employees in corporate decisionmaking--arguably is the most important industrial relations phenomenon of the last three decades. It has been endorsed by such disparate figures as President Bill Clinton and Pope John Paul II. Thousands of U.S. firms have adopted one form of employee involvement or another. Insofar as the academic literature on participatory management is concerned with normative questions, it is dominated by calls for some form or another of government-mandated employee participation in corporate decisionmaking. Normative analyses of participatory management by pro-mandate scholars have developed two justifications for government intervention: One sounds in the language of economics, typically arguing that participatory management is an efficient system of organizing production that is nevertheless being thwarted by various market failures requiring governmental correction. I have explored this argument elsewhere, concluding that government-mandated employee involvement cannot be justified on economic grounds [Stephen M. Bainbridge, Privately Ordered Participatory Management: An Organizational Failures Analysis, Del. J. Corp. L. (forthcoming 1998)]. In this Article, I evaluate the other set of pro-mandate arguments; namely, the claim that employees have a right to participate in corporate governance. On close examination, much of the normative literature on employee participation amounts to little more than \"rights talk,\" i.e., political rhetoric dressed up in legal and/or moral rights terminology. For ideologically motivated proponents of employee participation, this is a useful debating tactic because our culture's fixation with individual rights imbues any rights-based claim with an air of legitimacy and incontrovertibility. Using rights-based terminology to phrase the question, however, often impedes or even precludes meaningful analysis. The task before us is thus two-fold. First, we must subject the claim that employees have a right to participate in corporate governance to a rigorous process of specification and assessment. Second, we must ask whether this right--as so specified--merits codification into positive law. I have two principal foils in this article. The first is Roman Catholic social teaching on work and capitalism, which offers the most fully realized statement of natural law principles applicable to the problem at hand. The second is a body of literature to which I will refer as secular humanist. This literature consists mainly of rights talk drawing on precepts of humanistic psychology. Although scholars approaching the problem from this angle thus are not working within a natural law paradigm, their work deserves examination both because it has certain superficial similarities with Catholic social teaching and because it represents the other dominant theory upon which rights-based claims are made in support of government-mandated participatory management.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"21 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1998-09-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133389848","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":"Some Views on U.S. Corporate Governance","authors":"F. Barca","doi":"10.2139/ssrn.114540","DOIUrl":"https://doi.org/10.2139/ssrn.114540","url":null,"abstract":"The U.S. model has long been the European standard for assessing national corporate governance systems and for devising ways to reform them. Unfortunately, many features of the rather complex U.S. model are often neglected and \"institutional genetics\" is attempted which not only overlooks path-dependency but also builds on partly false premises. In attempting first to analyze and then to suggest reform of the Italian corporate governance system, one learns about some of those features. Pursuant to a USIA International Visiting Program, a series of interviews and meetings were arranged throughout the United States in the late summer of 1995 with persons involved in corporate governance litigation as board directors, officers, shareholders, representatives of institutional investors, judges, lawyers, officials of Federal Agencies or Departments, members of non-profit organizations and, of course, as academics.1 This article, partly drawing on this experience, raises some issues regarding U.S. corporate governance which should be considered when using it as a standard and notes where further research seems warranted. The issues are arranged under five headings: (1) efficiency, aequitas and judges' command of the working of fiduciary duties; (2) \"concentration risk\" and the role of the press in large investor activism; (3) monitoring failures and the role of unions in private pension funds; (4) does corporate governance matter? a spurious correlation; (5) populism and dynamic efficiency. For each issue, a brief account is first given of evidence or insights - if any -which arose from the above-mentioned interviews; some generalizations, comments and questions are then posed. In tackling these issues, this article broadly discusses the U.S. system of corporate governance and identifies missing links, but does not necessarily fill them in.","PeriodicalId":415084,"journal":{"name":"Corporate Law: Finance & Corporate Governance Law eJournal","volume":"28 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1998-08-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125383452","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}