{"title":"Monitoring by Transient Investors? Institutions and Corporate Control","authors":"Lee Pinkowitz","doi":"10.2139/ssrn.247004","DOIUrl":"https://doi.org/10.2139/ssrn.247004","url":null,"abstract":"Do institutions monitor management? This paper argues that even if institutions do not actively monitor, monitoring results via the takeover market. Using 139 hostile attempts from 1985-1994, I show that higher levels of institutional ownership, primarily by mutual funds, increases bid probability. The level rather than the concentration of institutional ownership is the important factor. Also, successful acquisitions are more likely when institutions sell their shares. Further, institutions are not predicting likely targets; in fact, they are net sellers prior to the announcement. Even if institutions do not take an active role in corporate governance, institutional ownership results in increased monitoring, albeit through the market for corporate control.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":null,"pages":null},"PeriodicalIF":2.0,"publicationDate":"2000-10-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83845788","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":"Third Markets and the Second Best","authors":"Craig Pirrong","doi":"10.2139/ssrn.240803","DOIUrl":"https://doi.org/10.2139/ssrn.240803","url":null,"abstract":"The costs and benefits of third markets for financial instruments are widely debated. Contrary to claims that it is inefficient for third markets to free ride off of a primary exchange's price discovery, this article presents a model that implies that (1) third markets actually improve welfare, and (2) the increase is often greatest when third markets free ride. The microstructure of financial trading allows exchanges (primary markets) to restrict inefficiently the supply of liquidity and risk bearing services. Third markets mitigate this source of inefficiency, and sometimes do so most effectively when they free ride. Thus, although free entry to the exchange would maximize welfare, encouragement of a third market (by making price information a public good, for instance) may be a second-best response to exchange market power.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":null,"pages":null},"PeriodicalIF":2.0,"publicationDate":"2000-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"82332582","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":"Industry Structure and the Conglomerate 'Discount': Theory and Evidence","authors":"Timothy R. Burch, Vikram Nanda, M. Narayanan","doi":"10.2139/ssrn.231529","DOIUrl":"https://doi.org/10.2139/ssrn.231529","url":null,"abstract":"Recent literature has been largely negative in its assessment of corporate diversification. Diversified firms have been regarded as destructive of firm value, prone to agency problems and divisional rent-seeking. The empirical finding that multi-division firms tend to trade at a 'discount,' or negative 'excess value' relative to their single-segment counterparts, is claimed in support of this view. Our paper offers a different, more positive, perspective. We develop a simple, industry-based model to argue that conglomeration (and discounts) may, in fact, reflect an endogenous, value-enhancing response of firms to industry conditions and agency problems prevalent in all firms, not just conglomerates. With managers reluctant to reduce assets under their control, conglomeration emerges as a way to optimally induce managers to shift resources away from an industry, in response to unfavorable conditions. The model also provides a framework, with testable implications, to analyze patterns of conglomeration and excess values across different environments. The degree of conglomeration in an industry is predicted to have an inverse relation to the excess values of conglomerates in the industry and to the investment opportunities anticipated for single-segment firms. Using a panel data set of fifty of the largest US industries, over 1978-1997, we find significant empirical support for the model's predictions.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":null,"pages":null},"PeriodicalIF":2.0,"publicationDate":"2000-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"82906895","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":"How Quantum, Dlj and Ziff-Davis are Keeping on Track with 'Tracking Stock': Part I","authors":"Jeffrey J. Haas","doi":"10.2139/ssrn.223634","DOIUrl":"https://doi.org/10.2139/ssrn.223634","url":null,"abstract":"Part I of this article provides an introduction to tracking stock. It discusses the benefits of a tracking stock equity structure and why companies are issuing tracking stock today, and describes the risks that tracking stocks pose to investors. Part II of this article, which will appear in the October issue of Wallstreetlawyer.com, will cover the implementation of a tracking stock equity structure, as well as describe features common to most tracking stocks in the marketplace.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":null,"pages":null},"PeriodicalIF":2.0,"publicationDate":"2000-06-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"80765645","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 Global Solution to Multinational Default","authors":"J. L. Westbrook","doi":"10.2139/ssrn.259960","DOIUrl":"https://doi.org/10.2139/ssrn.259960","url":null,"abstract":"Universalism-administration of multinational insolvencies by a leading court applying a single bankruptcy law-is the correct long-term solution to the problem presented by the general default of a multinational company. Bankruptcy is one of those laws that cannot perform its function unless it is symmetrical to the market in which it operates. Virtually all theorists share this view and it is reflected in the nearly unanimous practice of nations, including the United States. The only substantive objection is that universalism would too greatly submerge national policies, but experience in the United States and elsewhere demonstrates that a national, market-symmetrical law can largely accommodate local policies. In the same way, an international system could permit considerable play to varying national policies and could enforce them more effectively against multinationals. Although it is argued that universalism is unlikely to be achieved in the foreseeable future, globalization is producing enormous pressures for legal convergence and those pressures are most likely to prevail as to laws that require market-symmetry to be successful. Many of the obstacles to universalism are also obstacles to coordination and harmonization in anti-trust, securities laws, and other business laws. Solutions in each area will feed solutions in the others, if globalization continues. Contractualism as an alternative to universalism is not workable domestically or internationally unless based on a system of dominant security interests. The theoretical benefits of such a system remain highly controversial and its prospects for international adoption are bleak. \"Modified universalism\" as proposed in the American Law Institute Transnational Insolvency Project is the best interim solution pending movement to true universalism, because its pragmatic flexibility provides the best fit with the current patchwork of laws in the global market and because it will foster the smoothest and fastest transition to true universalism.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":null,"pages":null},"PeriodicalIF":2.0,"publicationDate":"2000-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"84315273","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":"Share Buy-Backs: An Empirical Investigation","authors":"I. Ramsay, Asjeet S. Lamba","doi":"10.2139/ssrn.227930","DOIUrl":"https://doi.org/10.2139/ssrn.227930","url":null,"abstract":"Studies of share repurchases, or share buy-backs as they are referred to in Australia, have been an important part of financial research. In addition, there is increasing interest in the relationship between legal regulation and finance. In this Research Report, we combine these areas of research and examine the effects of the changing legal regulation of share buy-backs in Australia. Prior to 1989 Australian companies were prohibited from repurchasing their shares, and until 1995 they were heavily regulated with few companies repurchasing their shares. In December 1995 the legal regulation of share buy-backs was simplified making it considerably easier for companies to repurchase their shares. The changing Australian regulation of share buy-backs provides a unique opportunity to test the effects of legal regulation on companies' financing decisions. In particular, we examine whether the highly regulated environment for share buy-backs that existed during 1989-95 meant that companies were unable to undertake buy-backs for the purpose of information signalling. In the less regulated environment, which existed after 1995, we examine whether companies have been able to undertake buy-backs for the purpose of information signalling. Our results indicate that the stringent regulation of share buy-backs during 1989-95 made them less effective as a credible signalling mechanism. Further, we find that the market generally reacts the most positively to on-market buy-backs, while the reaction to other types of share buy-backs is positive but not statistically significant. Finally, we also find that the abnormal returns earned by resource sector companies announcing share buy-backs are generally higher than the abnormal returns earned by share buy-backs announced by companies in the industrial and financial services sectors.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":null,"pages":null},"PeriodicalIF":2.0,"publicationDate":"2000-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.2139/ssrn.227930","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"72408248","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}
B. Metzger, Bernard Black, Timothy O'Brien, Y. Shin
{"title":"Corporate Governance in Korea at the Millennium: Enhancing International Competitiveness (Final Report and Legal Reform Recommendations to the Ministry of Justice of the Republic of Korea)","authors":"B. Metzger, Bernard Black, Timothy O'Brien, Y. Shin","doi":"10.2139/SSRN.222491","DOIUrl":"https://doi.org/10.2139/SSRN.222491","url":null,"abstract":"The core of this article is our May 2000 Report to the Ministry of Justice of the Republic of Korea. The Report reviews South Korea's corporate governance system and recommends legal reforms to improve Korean corporate governance and protect against a repeat of Korea's governance-related financial crisis of 1997-1998. The Report's principal recommendations include enhancing the role of public company boards of directors, strengthening independent director and non-interested shareholder review of related party transactions, and requiring cumulative voting and preemptive rights for public companies. The Introduction by Bernard Black that precedes the Report discusses the ongoing transition in Korean corporate governance, and the political and economic forces behind that transition. Note: This paper is identical to the article as published in the Journal of Corporation Law. The published article is available, without the Stanford Law and Economics cover page, at http://papers.ssrn.com/abstract=279064","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":null,"pages":null},"PeriodicalIF":2.0,"publicationDate":"2000-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"79695395","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 Directors' and Officers' Insurance Premium: An Outside Assessment of the Quality of Corporate Governance","authors":"J. Core","doi":"10.2139/ssrn.229803","DOIUrl":"https://doi.org/10.2139/ssrn.229803","url":null,"abstract":"Using a sample of directors' and officers' (D&O) premiums gathered from the proxy statements of Canadian companies, this article examines the D&O premium as a measure of ex ante litigation risk. I find a significant association between D&O premiums and variables that proxy for the quality of firms' governance structures. The association between the proxies for governance structure quality and D&O premiums is robust to a number of alternative specifications. This article provides confirmatory evidence that the D&O premium reflects the quality of the firm's corporate governance by showing that measures of weak governance implied by the D&O premium are positively related to excess CEO compensation. The overall results suggest that D&O premiums contain useful information about the quality of firms' governance. Copyright 2000 by Oxford University Press.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":null,"pages":null},"PeriodicalIF":2.0,"publicationDate":"2000-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83550589","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: Theories, Challenges and Paradigms","authors":"S. Turnbull","doi":"10.2139/ssrn.221350","DOIUrl":"https://doi.org/10.2139/ssrn.221350","url":null,"abstract":"This paper provides orientation in understanding the topic of corporate governance to further research, analysis and reform. Limitations in the theories and practices of the dominant Anglo paradigm are identified. Various viewpoints used in analysing corporate governance are described with their cultural specificities. To transcend and subsume other approaches and various institutional contexts, information and control theory is shown to provide a way of grounding corporate governance, theories of the firm, and the analysis of organisations in general in the science of cybernetics. Some research and reform opportunities are considered.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":null,"pages":null},"PeriodicalIF":2.0,"publicationDate":"2000-04-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"84726907","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 Mother of All Path Dependencies: Toward a Cross-Cultural Theory of Corporate Governance Systems","authors":"A. Licht","doi":"10.2139/ssrn.208489","DOIUrl":"https://doi.org/10.2139/ssrn.208489","url":null,"abstract":"The goal of this article is threefold. First, it points out the growing awareness among practitioners and theorists of the relevancy of national culture to corporate governance and securities regulation. It shows that efforts to treat cross-cultural aspects so far have been few and sporadic and thus posits the urgent need for a systematic cross-cultural theory of corporate governance systems. Second, this article introduces the framework of cultural value dimensions (CVD) of cross-cultural psychology and demonstrates its potential usefulness for analyzing problems of the sort discussed here. It highlights the promise held by the CVD framework for producing testable hypotheses with regard to cultural features of corporate governance systems, in a fashion similar to standard analyses of corporate finance. Third, this article sketches out an outline for a cross-cultural theory of corporate governance systems based on the CVD framework by implementing it to fundamental issues like shareholding structures and the regulation of self-dealing, insider trading, and disclosure. It concludes that national cultures can be seen, metaphorically, as the mother of path dependence dynamics in the sense that they play a role in both the origin and in future development of corporate governance systems. The mode of analysis proposed in this article could be extended to other legal fields and also looks very promising for the study of law and social norms.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":null,"pages":null},"PeriodicalIF":2.0,"publicationDate":"2000-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"91277949","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}