Corporate Governance: Actors & Players eJournal最新文献

{"title":"Agency Costs in Law-Firm Selection: Are Companies Under-Spending on Counsel?","authors":"Elisabeth de Fontenay","doi":"10.2139/ssrn.2808707","DOIUrl":"https://doi.org/10.2139/ssrn.2808707","url":null,"abstract":"A growing body of literature examines whether corporate clients derive sufficient value from the law firms that they engage. Yet little attention has been paid to whether clients optimally select among law firms in the first place. One entry-point is to identify discrepancies in the quality of counsel selected by different corporate clients for the very same work. Using a large sample of loans, this Article finds that major U.S. public companies select lower-ranked law firms for their financing transactions than do private equity-owned companies, controlling for various deal characteristics. While some of this discrepancy can be attributed to value-maximizing behavior, agency and other information problems within public companies may distort their choice of counsel. Contrary to the thrust of existing commentary, U.S. public companies may well be spending too little on outside counsel.","PeriodicalId":440695,"journal":{"name":"Corporate Governance: Actors & Players eJournal","volume":"29 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-06-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114693131","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":"Using Triangulation to View Internal Audit’s Governance Functioning","authors":"C. Ackermann","doi":"10.22495/COCV13I4C2P2","DOIUrl":"https://doi.org/10.22495/COCV13I4C2P2","url":null,"abstract":"Internal audit departments of organisations are regarded as an integral component of the combined assurance model alongside the audit committee, management and the external auditors. The primary users of the work of internal audit are the audit committee, senior management, other levels of management and to some extent, the external auditors. This wide audience served by internal audit reinforces the importance of IAFs’ work, which deals with important aspects facing the entity. Internal audit is therefore able to reduce the lack of information availability for the audit committee on matters concerning risk management, internal control and governance. However, a study conducted on audit committee effectiveness, it was found that 40% of audit committees in national government departments in South Africa are not fully effective and are failing to contribute towards improving internal control, risk management, governance and financial reporting practices. Audit committees’ effectiveness in contributing to risk management, internal control and governance was measured at 63%, 76% and 62% respectively, in a comprehensive study on audit committees in the South African public sector. This indicates that their oversight in these areas, especially risk management and governance, is not yet effective. These findings are concerning given that audit committees have a legal mandate to assist government departments in these areas. Internal audit functions are key in assisting audit committees in their governance oversight responsibility.The present study reports on the extent to which internal audit in the eight metropolitan municipalities in South Africa assists audit committees in their governance oversight responsibility, focusing on the scope of work of internal audit with reference to its governance mandate. A data transformation triangulation design was followed to describe internal audit’s functioning.","PeriodicalId":440695,"journal":{"name":"Corporate Governance: Actors & Players eJournal","volume":"6 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128756690","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":"Founder CEOs and Acquirer Returns: Evidence from IPO Firms","authors":"J. Lee, Jongsoo Kim, J. Reuer","doi":"10.2139/ssrn.2727314","DOIUrl":"https://doi.org/10.2139/ssrn.2727314","url":null,"abstract":"Drawing from the literature on entrepreneurial overconfidence and M&As, we argue that founder CEO-managed firms perform worse than professional CEO-managed firms when they participate in M&A transactions. We test our predictions using a sample of acquisitions by newly listed US public firms from 2000 to 2012. Consistent with our arguments, we find that acquisitions led by founder CEOs experience lower abnormal returns compared with acquisitions led by professional CEOs. We also find that the negative relationship between founder CEOs and abnormal returns is amplified by CEOs’ M&A experience. We rule out alternative interpretations, including private benefits of control and founder CEOs’ potentially inferior M&A skills. The results are consistent across various robustness checks that control for potential selection issues and other endogeneity concerns.","PeriodicalId":440695,"journal":{"name":"Corporate Governance: Actors & Players eJournal","volume":"59 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-05-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128448026","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":"Bank CEO Materialism: Risk Controls, Culture and Tail Risk","authors":"Robert Bushman, R. Davidson, Aiyesha Dey, Abbie J. Smith","doi":"10.2139/ssrn.2780088","DOIUrl":"https://doi.org/10.2139/ssrn.2780088","url":null,"abstract":"We investigate how the prevalence of materialistic bank CEOs has evolved over time, and how risk management policies, non-CEO executives’ behavior and tail risk vary with CEO materialism. We document that the proportion of banks run by materialistic CEOs increased significantly from 1994 to 2004, that the strength of risk management functions is significantly lower for banks with materialistic CEOs, and that non-CEO executives in banks with materialistic CEOs insider trade more aggressively around government intervention during the financial crisis. Finally, we find that banks with materialistic CEOs have significantly more downside tail risk relative to banks with non-materialistic CEOs.","PeriodicalId":440695,"journal":{"name":"Corporate Governance: Actors & Players eJournal","volume":"30 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-05-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129773682","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":"Board Independence in India: From Form to Function?","authors":"Vikramaditya S. Khanna, Umakanth Varottil","doi":"10.2139/ssrn.2752401","DOIUrl":"https://doi.org/10.2139/ssrn.2752401","url":null,"abstract":"In this paper we explore the application and evolution of board independence in India, where concentration of shareholdings in public companies is the norm, what effects it has had, and how one might make the best use of the board independence concept in the Indian environment. Following India’s liberalization in the early 1990s, the first foray into board independence came in the form of a voluntary code recommended by the Confederation of Indian Industry, which was later on adopted in a revised form by the Securities and Exchange Board of India (SEBI) as a mandatory requirement. This formal phase was influenced by developments around the world, thereby displaying signs of a legal transplant. However, we argue that the formal independence requirements gave rise to considerable doubts as to the functional impact of independent directors.We also discuss the most recent set of reforms to corporate law in India which are moving away from the earlier conception of board independence imported into India and towards greater functionality by adapting the concept to the environment in India. A new legislation, the Companies Act, 2013, provides extensive powers and responsibilities and imposes significant liabilities on independent directors that transform their role to one that emphasizes monitoring. Interestingly, this transformation in India is not the result of international developments, such as the global financial crisis, that called into question the role of independent directors, but the result of internal systemic shocks due to local corporate governance scandals. Although these steps are positive, much is still required before board independence becomes more effective in India. We conclude with some suggested reforms that may further push the board independence concept towards greater effectiveness in India.","PeriodicalId":440695,"journal":{"name":"Corporate Governance: Actors & Players eJournal","volume":"21 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-03-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121187144","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 Auditor Industry Specialization on the Retention and Growth of Audit Clients","authors":"Mohamed Samy Eldeeb, Mohamed Hegazy","doi":"10.21608/ATASU.2016.48624","DOIUrl":"https://doi.org/10.21608/ATASU.2016.48624","url":null,"abstract":"The effect of the economic financial crisis worldwide has increased the need for auditors to provide a high quality services to their clients. An important element considered by clients for selecting their auditors is whether the audit firm has specialization in particular industry. Audit firm industry specialization provides clients with value for money services to help management achieve efficiency and effectiveness in their operations. Other benefits for audit firms may include increased market share, audit tenure, better financial reporting and less earnings management, audit quality with less restatements of financial information, appropriate audit fees, less exposure to litigation risk, less enforceable action by supervisory bodies and ability to compete in highly competitive environment. Specialization was also seen as critical for the survival of the auditing profession. This research analyzes the effects of audit firm industry specialization on the retention of the audit firm and growth in its business. Factors such as whether the firm is a big 4, with international affiliation, local firm, type of industry and growth were also studied for audit firm retention and growth. The sample studied includes the top 100 publicly held companies’ annual reports in the Egyptian stock market during the period 2007-2011 which are analyzed to determine the audit firms’ retention and growth. The results support that industry specialization has an important effect on the auditor’s retention especially for industry where capital investment is significant such as building, construction, financial services, housing, and real estate. Big 4 audit firms retained their clients due to their industry specialization and brand name. The findings provided evidence that good knowledge of accounting & auditing standards resulted in audit firms with international affiliation competing with big 4 for clients’ retention & growth in business. The result also showed some evidence that the auditing profession in Egypt is dominated by the big 4 and the Central Audit Organization","PeriodicalId":440695,"journal":{"name":"Corporate Governance: Actors & Players eJournal","volume":"3 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-01-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130759435","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":"Value of Control in Family Firms: Evidence from Mergers and Acquisitions","authors":"Nihat Aktas, Santo Centineo, E. Croci","doi":"10.2139/ssrn.2674827","DOIUrl":"https://doi.org/10.2139/ssrn.2674827","url":null,"abstract":"This article studies European acquisitions in the period 1990-2013 to examine the relationship between family ownership and the propensity to undertake diversifying acquisitions. We show that family firms, especially those highly leveraged, tend to make more cross-industry acquisitions as this allows the owners to effectively diversify their wealth without selling their shares. Our results also indicate that family firms that value control high (i.e., family firms with high leverage) appear not to diversify at the detriment of minority shareholders.","PeriodicalId":440695,"journal":{"name":"Corporate Governance: Actors & Players eJournal","volume":"16 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-10-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115198730","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":"Mind the Gap: The Age Dissimilarity between the Chair and the CEO","authors":"M. Goergen, P. Limbach, M. Scholz-Daneshgari","doi":"10.2139/ssrn.2652234","DOIUrl":"https://doi.org/10.2139/ssrn.2652234","url":null,"abstract":"We study the relation between the chair of the board of directors and the CEO. We argue that substantial age dissimilarity between the two—giving rise to cognitive conflict—increases board monitoring and firm value for firms with greater monitoring needs. We find evidence for our hypothesis using data on German two-tier boards. German law mitigates endogeneity concerns as it prevents CEO duality and also restricts CEO power in other ways. Additional identification attempts include CEO-firm and chair-firm fixed effects, random effects, dynamic panel data estimations, and the use of the 2007 financial crisis as an exogenous shock to monitoring needs. We find that during the crisis, when fast decision making and managerial discretion were needed, the link between age dissimilarity and firm value changed.","PeriodicalId":440695,"journal":{"name":"Corporate Governance: Actors & Players eJournal","volume":"118 6 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":"127147693","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":"Knowing is Trusting? An Experimental Test of the Role of Information in Advisory","authors":"C. Cruciani, Gloria Gardenal, A. Moretti","doi":"10.2139/SSRN.2621434","DOIUrl":"https://doi.org/10.2139/SSRN.2621434","url":null,"abstract":"The recent economic crisis still lingering in Europe has deeply affected the way individuals look at the investment market. Understanding the trust processes underlying the decision to invest with financial intermediaries is of particular importance both at managerial (product development and advertisement) and at normative level (how intermediaries are regulated). Using an online experiment, this paper investigates whether discrepancies in the financial literacy of investors and brokers can be used to explain the decision to trust, thus, to invest in the financial market. The results show that trust is affected by the information disclosure in somewhat unexpected ways.","PeriodicalId":440695,"journal":{"name":"Corporate Governance: Actors & Players eJournal","volume":"79 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-06-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123840270","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 Effect of Joint Auditor Pair Composition on Audit Quality: Evidence from Impairment Tests","authors":"Gerald J. Lobo, Luc Paugam, Dana Zhang, J. Casta","doi":"10.2139/ssrn.2653412","DOIUrl":"https://doi.org/10.2139/ssrn.2653412","url":null,"abstract":"Using a sample of firms from France, where the law requires the use of two auditors, we study the effect of auditor pair composition on audit quality by examining a specific account, goodwill impairment. We document that firms audited by a Big 4-non-Big 4 auditor pair (BS) are more likely to book an impairment and book a larger impairment than firms audited by a Big 4-Big 4 auditor pair (BB) when low performance indicators suggest a greater likelihood of impairment. Moreover, firms audited by a BB pair reduce impairment disclosures when they book impairments, while firms audited by a BS pair do not, suggesting lower transparency for firms audited by a BB pair. Our results inform investors and firms in mandatory joint audit regimes, as well as regulators who are considering requiring joint audits.","PeriodicalId":440695,"journal":{"name":"Corporate Governance: Actors & Players eJournal","volume":"39 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-06-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125667654","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}