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CGN: Shareholders in Corporate Governance (Topic)最新文献

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Passive Investors, Not Passive Owners 被动的投资者，不是被动的所有者
CGN: Shareholders in Corporate Governance (Topic) Pub Date : 2016-02-06 DOI: 10.2139/ssrn.2475150
Ian Appel, Todd A. Gormley, Donald B. Keim
{"title":"Passive Investors, Not Passive Owners","authors":"Ian Appel, Todd A. Gormley, Donald B. Keim","doi":"10.2139/ssrn.2475150","DOIUrl":"https://doi.org/10.2139/ssrn.2475150","url":null,"abstract":"Passive institutional investors are an increasingly important component of U.S. stock ownership. To examine whether and by which mechanisms passive investors influence firms' governance, we exploit variation in ownership by passive mutual funds associated with stock assignments to the Russell 1000 and 2000 indexes. Our findings suggest that passive mutual funds influence firms' governance choices, resulting in more independent directors, removal of takeover defenses, and more equal voting rights. Passive investors appear to exert influence through their large voting blocs, and consistent with the observed governance differences increasing firm value, passive ownership is associated with improvements in firms’ longer-term performance.","PeriodicalId":429515,"journal":{"name":"CGN: Shareholders in Corporate Governance (Topic)","volume":"11 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-02-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122758078","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: 618
Institutional Shareholders and SEO Market Timing 机构股东与SEO市场时机
CGN: Shareholders in Corporate Governance (Topic) Pub Date : 2015-08-27 DOI: 10.2139/ssrn.2234196
Armen Hovakimian, Huajing Hu
{"title":"Institutional Shareholders and SEO Market Timing","authors":"Armen Hovakimian, Huajing Hu","doi":"10.2139/ssrn.2234196","DOIUrl":"https://doi.org/10.2139/ssrn.2234196","url":null,"abstract":"Pecking order and market timing theories assume that corporate financing decisions are made in the interests of existing shareholders. We find that existing institutional investors, on average, significantly increase their share ownership at the time of the SEO, including SEOs that would be classified as overpriced based on ex-ante measures of mispricing, such as pre-issue returns and market-to-book ratios. We further find that higher pre-existing institutional shareholdings lead to less SEO timing. Overall, the results question whether firms engage in equity timing to benefit existing shareholders at the expense of investors buying shares in the SEOs.","PeriodicalId":429515,"journal":{"name":"CGN: Shareholders in Corporate Governance (Topic)","volume":"2 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-08-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114665067","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: 24
Agency Theory Re-Examined: An Agency Relationship and Residual Claimant Perspective 重新审视代理理论:代理关系与剩余索赔人的视角
CGN: Shareholders in Corporate Governance (Topic) Pub Date : 2015-04-06 DOI: 10.2139/ssrn.2947952
Min Yan
{"title":"Agency Theory Re-Examined: An Agency Relationship and Residual Claimant Perspective","authors":"Min Yan","doi":"10.2139/ssrn.2947952","DOIUrl":"https://doi.org/10.2139/ssrn.2947952","url":null,"abstract":"Although an agency perspective could help to understand modern companies in many aspects, it is wrong and perilous to equate the relationship within the company with simply an agency relationship or to emphasise the financial structure too much. Simply speaking, directors are much more than agents. Insulating boards from shareholders’ continuous intervention by giving boards of directors the sui generis position and extensive power could be seen as an important means to preserve the benefits of centralised management. On the other hand, stakeholders other than shareholders can equally enjoy a fraction of the surplus and become residual owners, and shareholders are not the only risk bearers owing to limited liability and diversification, among other things. Also, excessive risk-taking by shareholders along with the alienation of share interests could harm the best interests of the company and society. The company is its own residual claimant. Hence, it is of significance to reconsider agency theory in the context of corporate governance and not take it for granted when researching issues such as corporate objectives or directors’ duties.","PeriodicalId":429515,"journal":{"name":"CGN: Shareholders in Corporate Governance (Topic)","volume":"11 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-04-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131809791","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: 2
Shareholder's Individual Information Right: Prerequisites and Boundaries 股东个人信息权:前提与边界
CGN: Shareholders in Corporate Governance (Topic) Pub Date : 2015-04-01 DOI: 10.12697/JI.2015.23.07
Andres Vutt, Margit Vutt
{"title":"Shareholder's Individual Information Right: Prerequisites and Boundaries","authors":"Andres Vutt, Margit Vutt","doi":"10.12697/JI.2015.23.07","DOIUrl":"https://doi.org/10.12697/JI.2015.23.07","url":null,"abstract":"Every shareholder as an economic owner of a limited liability company must have the possibility of executing his rights in the company effectively. Therefore, the law confers on shareholders the right to obtain information. The shareholder’s right to information is considered to be the most important of his membership rights. Estonian courts have been able to form a set of basic principles of shareholders’ information rights. For example, Estonian case law shows a clear trend toward wider disclosure. This means that the acceptable grounds for denial of a shareholder's information claim are actually quite limited. According to Estonian case law, a shareholder is entitled to receive basic information about management costs. A former shareholder, on the other hand, may receive information about only the time during which he was a shareholder. Such an approach provides the company with proper protection against situations wherein a former shareholder makes a claim for information about the activities of the company after having lost his membership and therefore while having no legal interest in receiving detailed information any longer.","PeriodicalId":429515,"journal":{"name":"CGN: Shareholders in Corporate Governance (Topic)","volume":"41 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123546789","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
Super Hedge Fund 超级对冲基金
CGN: Shareholders in Corporate Governance (Topic) Pub Date : 2015-01-01 DOI: 10.2139/SSRN.2485129
Sharon Hannes
{"title":"Super Hedge Fund","authors":"Sharon Hannes","doi":"10.2139/SSRN.2485129","DOIUrl":"https://doi.org/10.2139/SSRN.2485129","url":null,"abstract":"Activist hedge funds revolutionized corporate America, generating both excitement and criticism alike. This article suggests that a novel market mechanism, a \"super hedge fund,\" would maintain the benefits of hedge fund activism, while curbing its downsides. The super hedge fund would not really be a fund but, rather, a contractual arrangement among a broad group of institutional investors and a task force of financial experts. The task force would pool together the potency of the institutional shareholders in a sophisticated manner and then unleash its sting on target corporations. Unlike current hedge fund activism, the super hedge fund would not necessitate substantial financing or market transactions and, therefore, would be extremely efficient and very accessible. Importantly, the mechanisms of the super hedge fund would operate so as to ensure that the fund's incentives are closely aligned with the interests of the long-term shareholders of the targeted corporations. Hence, the new mechanism should respond to the claims of short-termism lodged at current hedge fund activism.","PeriodicalId":429515,"journal":{"name":"CGN: Shareholders in Corporate Governance (Topic)","volume":"50 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115104840","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
Shared Value in Finance: Revisiting Shared Value In Light of the Person-Centered Approach 金融中的共享价值:以人为本视角下的共享价值再认识
CGN: Shareholders in Corporate Governance (Topic) Pub Date : 2014-06-30 DOI: 10.2139/ssrn.2629804
M. Rocchi, Ignacio Ferrero
{"title":"Shared Value in Finance: Revisiting Shared Value In Light of the Person-Centered Approach","authors":"M. Rocchi, Ignacio Ferrero","doi":"10.2139/ssrn.2629804","DOIUrl":"https://doi.org/10.2139/ssrn.2629804","url":null,"abstract":"The publication of Michael Porter and Mark Kramer’s Creating Shared Value (Harvard Business Review, 2011) challenges both the academic literature on corporate social responsibility as well as business practice. Porter and Kramer argue that there is a better way of integrating social goals within business practice, without distracting a firm from its primary purpose of achieving profit. This paper aims to expand Porter and Kramer’s approach and to apply the shared value model to the financial sector, through analyzing the ways of systematic shared value creation in finance. We begin with an examination of Porter and Kramer’s concept. Next, we evaluate the impact of shared value creation on academic literature. We distinguish between four groups of works related to shared value: Porter’s work, Porter’s co-authors, supporters (divided into followers and innovators), and critics. After implementing these steps, we address the two-fold purpose of this paper: 1. To examine Porter and Kramer’s process-centered theory and 2. To investigate the financial application of a revised concept of shared value. In particular, we will explore the role of virtues as a missing pillar in Porter and Kramer’s original theory. Integrating the shared value approach with virtues leads us from their process-centered approach to the person-centered approach that we call Systematic Shared Value. We believe that finance professionals can apply this new paradigm, formulating new ways of shared value creation. We conclude the article by presenting a preliminary systematic approach to shared value creation in finance.","PeriodicalId":429515,"journal":{"name":"CGN: Shareholders in Corporate Governance (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-06-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130557454","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
Reaction of Institutional Investors and Insiders Following Adoption of IFRS and Fair Value Measurement: Chilean Evidence 机构投资者和内部人士对采用国际财务报告准则和公允价值计量的反应:智利证据
CGN: Shareholders in Corporate Governance (Topic) Pub Date : 2014-06-17 DOI: 10.2139/ssrn.2455915
Sakthi Mahenthrian, Tom Gjerde, David Cademartori
{"title":"Reaction of Institutional Investors and Insiders Following Adoption of IFRS and Fair Value Measurement: Chilean Evidence","authors":"Sakthi Mahenthrian, Tom Gjerde, David Cademartori","doi":"10.2139/ssrn.2455915","DOIUrl":"https://doi.org/10.2139/ssrn.2455915","url":null,"abstract":"Our study investigates whether there is any connection between institutional investors fund flows and IFRS adoption in Chile. Our sample consists for 366 firm years between the years 2007-2012. Our results suggest that, during a period of economic crisis, the local pension funds were prone to “herding” behavior. Our study shows that during an economic crisis local pension funds seem to follow the investment behavior of mutual funds that are able to invest globally. Moreover, the mutual funds reaction is likely to be greater in companies not adopting IAS early; hence, the reaction to fair value measurement in company annual reports is confounded by many economic factors and during an economic crisis, and early adoption is more likely to help than hurt in less developed capital markets. Insiders seem to take advantage of this situation to increase their ownership concentration levels, which is exacerbated in companies that do not have an independent board.","PeriodicalId":429515,"journal":{"name":"CGN: Shareholders in Corporate Governance (Topic)","volume":"44 2","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-06-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121012101","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
Myopic Investor Myth Debunked: The Long-Term Efficacy of Shareholder Advocacy in the Boardroom 揭穿短视投资者的迷思:股东倡导在董事会的长期效力
CGN: Shareholders in Corporate Governance (Topic) Pub Date : 2014-06-13 DOI: 10.2139/ssrn.2555701
Shane C. Goodwin, Akshay Singh, Walter Slipetz, R. Rao
{"title":"Myopic Investor Myth Debunked: The Long-Term Efficacy of Shareholder Advocacy in the Boardroom","authors":"Shane C. Goodwin, Akshay Singh, Walter Slipetz, R. Rao","doi":"10.2139/ssrn.2555701","DOIUrl":"https://doi.org/10.2139/ssrn.2555701","url":null,"abstract":"Over the past two decades, hedge fund activism has emerged as new form of corporate governance mechanism that brings about operational, financial and governance reforms to a corporation. Many prominent business executives and legal scholars are convinced that the entire American economy will suffer unless hedge fund activism with its perceived short-termism agenda is significantly restricted. Shareholder activists and their proponents claim they function as a disciplinary mechanism to monitor management and are instrumental in mitigating the agency conflict between managers and shareholders. We find statistically meaningful empirical evidence to reject the anecdotal conventional wisdom that hedge fund activism is detrimental to the long term interests of companies and their long term shareholders. Moreover, our findings suggest that hedge funds generate substantial long term value for target firms and its long term shareholders when they function as a shareholder advocate to monitor management through active board engagement.","PeriodicalId":429515,"journal":{"name":"CGN: Shareholders in Corporate Governance (Topic)","volume":"36 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-06-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129794508","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: 10
Large Market Declines and Securities Litigation: Implications for Disclosing Adverse Earnings News 市场大幅下跌和证券诉讼:披露不利收益新闻的含义
CGN: Shareholders in Corporate Governance (Topic) Pub Date : 2014-05-31 DOI: 10.2139/ssrn.2386099
D. Donelson, Justin J. Hopkins
{"title":"Large Market Declines and Securities Litigation: Implications for Disclosing Adverse Earnings News","authors":"D. Donelson, Justin J. Hopkins","doi":"10.2139/ssrn.2386099","DOIUrl":"https://doi.org/10.2139/ssrn.2386099","url":null,"abstract":"This study finds that large marketwide declines in stock prices are associated with higher litigation incidence and settlements even though marketwide events are legally irrelevant. The probability of litigation nearly doubles (from 0.29% to 0.55%) and the amount of settlements also doubles (from $5.0 million to $10.1 million) when earnings disclosures occur during a large market decline, even after controlling for the firm’s market-adjusted return. Furthermore, judges with (without) specialized experience in securities litigation are more (less) likely to dismiss cases triggered by disclosures during large market declines. This pattern is consistent with experienced judges recognizing and dismissing weaker cases. Finally, managers are less likely to disclose adverse news at the end of trading days with large market declines. Although we cannot definitively identify the motive behind this pattern, it is consistent with managers recognizing increased litigation risk during large market declines. This paper was accepted by Mary Barth, accounting .","PeriodicalId":429515,"journal":{"name":"CGN: Shareholders in Corporate Governance (Topic)","volume":"22 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-05-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132422921","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: 17
When Heirs Become Major Shareholders: Evidence on Tunneling and Succession Through Related-Party Transactions 当继承人成为大股东:通过关联方交易挖掘和继承的证据
CGN: Shareholders in Corporate Governance (Topic) Pub Date : 2014-03-19 DOI: 10.2139/ssrn.2411412
Sunwoo Hwang, Woochan Kim
{"title":"When Heirs Become Major Shareholders: Evidence on Tunneling and Succession Through Related-Party Transactions","authors":"Sunwoo Hwang, Woochan Kim","doi":"10.2139/ssrn.2411412","DOIUrl":"https://doi.org/10.2139/ssrn.2411412","url":null,"abstract":"In family firms, the succession of controlling equity stake to next generation is an issue of paramount importance. This, however, can be a major challenge in the presence of heavy inheritance or gift tax burden (high tax rate and absence of tax-saving vehicles, such as trusts or foundations) and in the absence of dual-class equity. Such regulatory environment may lead families to seek alternative ways of succession. As for families controlling business groups, one way of doing so is making use of related-party transactions among member firms. By favoring firms where the heir holds significant equity stake, the family can tunnel corporate resources to the heir. Eventually, the firm can grow large enough to acquire controlling equity stakes in other firms within the group. In this paper, we investigate this possibility using Korean chaebol firms during a sample period of 2000-2009. We identify firms where heirs become a major shareholder (treatment group) and compare them against their year-industry-size-matched firms (control group) before and after the ownership change. Difference-in-differences test with firm fixed effects reveal that treatment group firms experience greater related-party transactions, benefit from them in terms of earnings, pay out more dividends, and become more important in controlling other firms in the group.","PeriodicalId":429515,"journal":{"name":"CGN: Shareholders in Corporate Governance (Topic)","volume":"66 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-03-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129762256","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: 4
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