Corporate Governance-An International Review最新文献

{"title":"ESG Ratings and Dividend Changes: Evidence From the Initiation of Nonfinancial Agency Coverage","authors":"Albert Tsang, Yujie Wang, Yi Xiang, Li Yu","doi":"10.1111/corg.12615","DOIUrl":"https://doi.org/10.1111/corg.12615","url":null,"abstract":"Research Question/IssueThis paper examines whether the coverage of nonfinancial rating (NFR) agencies affects corporate dividend policy.Research Findings/InsightsWe argue that dividend payout may decrease (increase) if NFR agencies provide information that reduces (increases) shareholder–manager agency (shareholder–stakeholder) conflict. We find that the coverage by an NFR agency is followed by an increase in dividends. This result is more pronounced for firms with more influential shareholders, poorer financial performance, and greater ESG commitment. We corroborate our findings using the acquisitions of NFR agencies and the expansion of NFR agencies' coverage as two main exogenous shocks. Lastly, our results hold for both US firms and non‐US firms.Theoretical/Academic ImplicationsCollectively, this paper supports that the ESG ratings made available by NFR rating agencies following their rating coverage increase shareholder–stakeholder conflict to a greater extent than its effect on reducing shareholder–managers agency conflict.Practitioner/Policy ImplicationsOur paper delivers critical insights to regulators striving to comprehend the functions of NFR agencies within the capital market more effectively. Such an understanding can further support their efforts to formulate new guidelines suitable for the burgeoning and swiftly evolving industry of NFR agencies.","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":null,"pages":null},"PeriodicalIF":5.3,"publicationDate":"2024-09-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"142258713","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Government as a Source of Equity Capital for Entrepreneurs: Evidence From Entrepreneurial Exits","authors":"Douglas Cumming, April Knill, Kelsey Syvrud","doi":"10.1111/corg.12604","DOIUrl":"https://doi.org/10.1111/corg.12604","url":null,"abstract":"Research Question/IssueWe examine the effect of government equity investment on the dollar value of entrepreneurial exits spanning 50 countries over the years 1990–2015.Research Findings/InsightsData on 8532 entrepreneurial exits indicate that, relative to exits in which the investor base is purely nongovernment, private firm exits with government equity investment have higher dollar exit values. Subsample analysis suggests that the exits via initial public offerings (IPOs) drive these results with an average associated increase in IPO proceeds of $192.49 million. The positive impact of government is more pronounced when access to entrepreneurial capital is limited and for limited partnership venture capital structures.Theoretical/Academic ImplicationsResearch on government equity investment has suggested inefficiencies that lead to the deterioration of corporate value. Conversely, government equity investment can provide a valuable source of capital to some firms when investors, for example, venture capitalists, are unable or unwilling to invest. Our paper sheds light on whether government equity investment can provide value to small private firms, a subset of firms that is typically financially constrained, and how they might enhance exit value.Practitioner/Policy ImplicationsOur results suggest that governments enhance value when they provide capital in times/places where capital is scarce and government investors do not actively manage entrepreneurial firms.","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":null,"pages":null},"PeriodicalIF":5.3,"publicationDate":"2024-08-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"142207348","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Role of Employee Ownership, Financial Participation, and Decision‐Making in Corporate Governance: A Multilevel Review and Research Agenda","authors":"Elisa Del Sordo, Alessandro Zattoni","doi":"10.1111/corg.12614","DOIUrl":"https://doi.org/10.1111/corg.12614","url":null,"abstract":"Research Question/IssueThe allocation of return and control rights to employees has been somewhat overlooked in governance literature, but it has garnered interest from scholars across various fields. Our analysis of five decades of research integrates and juxtaposes theory and evidence from three independent yet intertwined domains: employee ownership, financial participation, and decision‐making. Our work synthesizes an extensive body of past and current findings and introduces a multilevel contingency framework to formulate novel theoretical, methodological, and contextual remedies.Research Findings/InsightsWe conducted a multilevel analysis of 184 articles published in reputable journals. Our results reveal complementary and substitutive relationships between employee financial participation and decision‐making and show that various contextual variables operating at different levels (i.e., individual, company and country) jointly impact employees behaviors and firm outcomes. Our findings help explain the mixed or ambiguous results of previous studies and offer novel theoretical and methodological pathways for future research.Theoretical/Academic ImplicationsOur study invites scholars to further investigate the antecedents and consequences of employee ownership, financial participation and decision‐making. Specifically, we recommend adopting theories and methods that illuminate the complex nature of the employee ownership construct, develop a multilevel understanding of the phenomenon, and analyze the moderating effects of various contextual variables.Practitioner/Policy ImplicationsInsights from our review can assist practitioners and policymakers in designing plans that allocate either one or both of ownership rights to employees, enhancing their understanding of the role and impact of diverse contextual factors operating at various levels.","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":null,"pages":null},"PeriodicalIF":5.3,"publicationDate":"2024-08-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"142207349","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"CEO Compensation Contracts in Family Versus Nonfamily Firms: The Use of Nonfinancial Performance Measures","authors":"Adnan Afridi, Paula M. G. Dirks, Vlad‐Andrei Porumb, Yasemin Zengin‐Karaibrahimoglu","doi":"10.1111/corg.12612","DOIUrl":"https://doi.org/10.1111/corg.12612","url":null,"abstract":"Research Question/IssueThis study examines the association between ownership type—family versus nonfamily firms—and CEO family status—family CEO versus professional CEO—and the use of nonfinancial performance measures (NFPMs) in CEO compensation contracts.Research Findings/InsightsUsing a sample of 3143 firm‐year observations of S&P 500 nonfinancial firms from 2010 to 2018, we find that family firms place a significantly lower weight on NFPMs in CEO compensation contracts than nonfamily firms. Within family firms, we find that a significantly lower weight is placed on NFPMs in compensation contracts for family CEOs relative to those for professional CEOs. Furthermore, additional tests indicate that the negative association between family ownership and the weight placed on NFPMs is stronger (weaker) in firms with low (high) stakeholder visibility.Theoretical ImplicationsWe advance the academic literature on the selection of performance measures in compensation contracts by providing insight into the implications of family ownership and of a CEO's family ties for the use of NFPMs. The results suggest that because family firms have a good ability and a strong incentive to directly monitor and control their CEO's actions, NFPMs are less needed in CEO compensation contracts as a means to align goals. Furthermore, the effects we document are even stronger when the CEOs of family firms are family members.Practitioner/Policy ImplicationsThe results imply that while family firms may not need a high weight on NFPMs in CEO compensation contracts to monitor their CEOs' actions, goal alignment, and internal communication of nonfinancial targets, they may still need them for communication and signaling purposes when exposed to external stakeholder monitoring.","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":null,"pages":null},"PeriodicalIF":5.3,"publicationDate":"2024-08-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"142207350","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Executive Bully Pulpit: Drivers of CEO Sociopolitical Activism in the Wake of Social Movements","authors":"Keshab Acharya, Michael A. Abebe, Mark Kroll, Guadalupe Solano","doi":"10.1111/corg.12613","DOIUrl":"https://doi.org/10.1111/corg.12613","url":null,"abstract":"Research Question/IssueCEO sociopolitical activism seems to be on the rise in response to prominent social movements around social justice (e.g., Black Lives Matter), gender equality (e.g., #MeToo movement), and climate change (e.g., People's Climate Movement), to name a few. Engaging in such activism could be risky for executives, given its potential to appease some stakeholders while alienating others. This begs the question: Why do some CEOs become sociopolitical activists while others remain on the “sidelines”? This study addresses this question by exploring the notion of the executive “bully pulpit” and how CEOs leverage their status and reputation to publicly engage in sociopolitical activism.Research Findings/InsightsDrawing from the status and reputation literature, we explore the effect of CEO power, CEO celebrity status, and firm reputation as predictors of CEO sociopolitical activism. In doing so, we focus on the “bully pulpit” explanation by arguing that powerful, high‐status CEOs and those who lead firms with good reputations are more likely to use their professional position and visibility to advocate for or against controversial sociopolitical issues. Our analysis of CEO sociopolitical activism data from 246 matched‐pair S&P 500 firms from 2007 to 2020 largely supports our arguments, though we find there is an important interaction between firm reputation and both CEO power and celebrity.Theoretical/Academic ImplicationsThis study extends current research insights by highlighting how power, status, and reputation at the CEO and firm levels create a formidable platform (a “bully pulpit”) from which executive sociopolitical activism is exercised. Given its nascent nature, scholars are just beginning to empirically explore the consequences of CEO sociopolitical activism. This study contributes to ongoing work in this area by providing empirical evidence on the nature and drivers of CEO sociopolitical activism.Practitioner/Policy ImplicationsFirms seeking to play a more proactive role in contemporary sociopolitical issues need to consider hiring high‐profile CEOs. Additionally, highly reputed firms are well‐positioned to support their CEOs' efforts in influencing societal debates on controversial issues.","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":null,"pages":null},"PeriodicalIF":5.3,"publicationDate":"2024-08-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"142226536","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Litigation Cost of Cross‐Listing Into the United States","authors":"M. Martin Boyer","doi":"10.1111/corg.12610","DOIUrl":"https://doi.org/10.1111/corg.12610","url":null,"abstract":"Research Question/IssueI study the expected liability cost of cross‐listing into the United States by examining the change in the structure of a Canadian firm's directors' and officers' liability insurance contract (D&O insurance) before and after cross‐listing on an exchange located in the United States (NYSE, NASDAQ, or OTC).Research Findings/InsightsResults show that neither the likelihood of having D&O liability insurance increases significantly only when the NASDAQ is the chosen as the cross‐listing venue nor the amount of coverage changes significantly after cross‐listing. With respect to choosing the NYSE as the cross‐listing venue, results show that coverage does not increase, but the premium does. As a result, the D&O insurance premium per dollar of coverage increases significantly only when the firm cross‐lists on the NYSE. A robust point estimate is that a Canadian firm's D&O liability insurance premium increases by 40%–60% when it becomes listed on a US market.Theoretical/Academic ImplicationsD&O insurers adjust their expected litigation costs as a function of where shares are traded not because of the severity of damages paid in the event of litigation, by mostly because of an increase in the frequency of such litigation.Practitioner/Policy ImplicationsIf D&O premium‐to‐coverage ratio allows one to measure a company's litigation risk, then there would be value to investors to have access to basic D&O insurance information such as the premium and the coverage.","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":null,"pages":null},"PeriodicalIF":5.3,"publicationDate":"2024-08-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"141936014","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Lifting Women Up: Gender Quotas and the Advancement of Women on Corporate Boards","authors":"Anna Gibert, Alexandra Fedorets","doi":"10.1111/corg.12609","DOIUrl":"https://doi.org/10.1111/corg.12609","url":null,"abstract":"Research Question/IssueThe introduction of gender quotas on corporate boards can disrupt the status quo, resulting in externalities that affect women's advancement within the company. This study investigates whether boardroom quotas contribute to promoting women further up the corporate ladder and facilitate access to a broader spectrum of positions.Research Findings/InsightsUsing legislative changes in Germany as a natural experiment, we find that quotas increase female representation on affected boards. However, quotas may also have adverse effects on women's executive careers; they fall short of eliminating the glass ceiling and fail to level the playing field for women, both inside and outside the firm.Theoretical/Academic ImplicationsThe incentives provided by the quota to hire female candidates for a mandated board may hinder their prospects for advancement to executive roles. Drawing from institutional theory, we interpret this as evidence of decoupling—firms comply with the law but do not necessarily change their stance on gender diversity at the top. Additionally, when women accessing the board have backgrounds more closely aligned with executive positions (proxied by their affiliation with the capital side of the board), the negative effect on the non‐affected executive board is larger. This suggests a substitution effect, whereby women enter nonexecutive positions instead of pursuing executive careers.Practitioner/Policy ImplicationsPolicy design needs to consider the desired outcomes and unintended effects, carefully weighing the trade‐offs among them. Relying solely on quotas is insufficient to achieve gender equality in corporations.","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":null,"pages":null},"PeriodicalIF":5.3,"publicationDate":"2024-08-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"141936015","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"From Universal Owners to Owners of the Universe? How the Big Three Are Reshaping Corporate Governance","authors":"Ruth V. Aguilera, Kurt A. Desender, Monica LopezPuertas‐Lamy","doi":"10.1111/corg.12611","DOIUrl":"https://doi.org/10.1111/corg.12611","url":null,"abstract":"Research Question/IssueThe prominent ownership position of the Big Three asset management firms (i.e., BlackRock, Vanguard, and State Street Global Advisors) in many leading companies around the world has sparked a lively debate regarding whether their concentration of power is beneficial or detrimental for corporate governance (CG). We conduct a comprehensive literature review of extant empirical research examining the link between the Big Three and CG dimensions.Research Findings/InsightsWe provide novel evidence on the Big Three's global positions and present a systematic review of empirical research on their impact on four key CG dimensions: board structure, financial reporting and disclosure, corporate social responsibility (CSR), and external CG mechanisms. Our analysis reveals nuanced influences varying across specific CG dimensions.Theoretical/Academic ImplicationsWe develop a conceptual framework which articulates the main arguments on the Big Three's stewardship role, building on two distinct characteristics that define them: their investment style and their portfolio size and coverage. Exploring the large passive funds' distinct incentives and the implications of substantial common ownership, our framework underscores varied motivations and new channels to shape CG. We develop an agenda for future research, building on the idea that the Big Three do not work in isolation, independently of other investors, governance agents, or the institutional environment.Practitioner/Policy ImplicationsUnderstanding the Big Three's influence on various CG dimensions provides novel insights on the broader debate about their influence and allows for targeted and effective policymaking.","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":null,"pages":null},"PeriodicalIF":5.3,"publicationDate":"2024-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"141884394","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Boardroom Dissent: An Integrative Review and Future Research Agenda","authors":"Aira Eirola, Pieter‐Jan Bezemer, Stephan Reinhold","doi":"10.1111/corg.12607","DOIUrl":"https://doi.org/10.1111/corg.12607","url":null,"abstract":"Research Question/IssueScholars and practitioners view boardroom dissent as central to the functioning of boards of directors. However, there is a lack of consensus on what dissent is, who is involved, when and where it happens, and whether it is a behavioral or cognitive phenomenon. This conceptual unclarity and related fragmentation of empirical results call for an integrative literature review to build a coherent agenda for future research.Research Findings/ResultsA content‐analysis of 73 articles published between 1997 and 2023 reveals three distinct research clusters that explore the empirical phenomenon: (1) dissent as expressed through voting, (2) dissent as diverging views, and (3) dissent as behavior in and around the boardroom. Three overarching challenges hamper the advancement of the field: (1) conceptual inconsistencies, (2) several methodological challenges, and (3) a need for further theorizing connected to boardroom dissent.Theoretical ImplicationsWe propose a novel working definition for boardroom dissent to inspire new work related to its constituent parts and to facilitate advancing its measurement. In combination with alternative methods, it stands to advance the boardroom dissent literature. Furthermore, there is a need for future research to integrate competing explanations theorizing how boardroom dissent relates to outcomes at different levels and to examine how boundary conditions constrain these relationships.Practitioner/Policy ImplicationsThe article provides new nuances to reflect on boardroom dissent and related behaviors. The review highlights that there is no one‐size‐fits‐all approach automatically resulting in positive outcomes.","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":null,"pages":null},"PeriodicalIF":5.3,"publicationDate":"2024-07-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"141872516","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Poor Industry Conditions as an External Disciplining Mechanism in Takeovers","authors":"Jana P. Fidrmuc, Tereza Tykvová","doi":"10.1111/corg.12601","DOIUrl":"https://doi.org/10.1111/corg.12601","url":null,"abstract":"Research Question/IssueMany mergers destroy shareholder value because managers waste corporate resources to pursue private benefits. This paper considers poor conditions in the acquirer industry as a novel external disciplining mechanism that mitigates agency problems in takeovers.Research Findings/InsightsUsing textual analysis, we build a new measure of industry conditions based on acquirer peers' 10‐K statements. We link this measure to acquirer announcement abnormal returns and find that more negative industry conditions are associated with higher abnormal returns.Theoretical/Academic ImplicationsOur results suggest that poor industry conditions impose discipline on managers who then tend to focus on deals that create value for acquirer shareholders.Practitioner/Policy ImplicationsShareholders can rely on better alignment of interests with their managers during poorer industry conditions.","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":null,"pages":null},"PeriodicalIF":5.3,"publicationDate":"2024-07-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"141775094","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}