Corporate Governance-An International Review最新文献

{"title":"The Unintended Effect of the Accountability System of State-Owned Enterprises: Evidence From Crash Risk","authors":"Yan Jiang,&nbsp;Yida Gao,&nbsp;Yao Yu","doi":"10.1111/corg.70007","DOIUrl":"https://doi.org/10.1111/corg.70007","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Manuscript Type</h3>\u0000 \u0000 <p>Empirical.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study investigates the unintended effect of the accountability system for the illegal operation or investment of Chinese state-owned enterprises (SOEs) (the accountability system) on stock price crash risk.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Employing the staggered difference-in-differences method, we find that the accountability system plays an unintended regulatory and deterrent role, leading to an increase in stock price crash risk. This effect is particularly pronounced for SOEs that have more powerful CEOs, operate in a weaker information environment, and receive less prepolicy attention from local governments. Our mechanism analysis suggests that the accountability system affects crash risk through the information environment. Further analyses indicate that the accountability system may increase stock price synchronicity. Our findings remain consistent across tests utilizing different specifications and alternative measures.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>This is one of the few studies to investigate the deterrent effects of the accountability system on managerial past misconduct in an emerging market, offering a more comprehensive understanding and evaluation of the net effects of this SOE reform. While the literature primarily examines the reform's governance effects on firms, our study focuses on its net effects as captured by SOE-related crash risk, which has garnered significant attention from securities regulators and investors as the third moment of stock returns. Our study thus addresses an underexplored aspect of SOE reform.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This research provides a new perspective on the economic consequences of a novel SOE regulatory reform in a typical emerging market. It contributes to SOE governance and policy formulation, offering valuable insights into SOE regulation and the protection of state-owned assets in other emerging economies.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"34 1","pages":"128-153"},"PeriodicalIF":5.5,"publicationDate":"2025-10-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145931119","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":"Industry-Specific CEO Experience on Boards and Environmental Innovation","authors":"Isabella Karasamani,&nbsp;Marina Magidou,&nbsp;Ioanna Stylianou,&nbsp;Michael Christofi,&nbsp;Shlomo Tarba","doi":"10.1111/corg.70006","DOIUrl":"https://doi.org/10.1111/corg.70006","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study aims to examine the impact of independent directors' industry-specific CEO experience on environmental innovation and subsequent firm performance and value in US firms.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Drawing key insights from the management, corporate governance, and innovation literature, this study provides new empirical evidence that independent directors with CEO experience in industries similar to the appointing firm tend to promote value-enhancing environmental innovation strategies. Our findings reveal that while the presence of industry-specific CEO directors on the board may reduce environmental innovation, this reduction aligns with industry norms and contributes to improved firm performance and value. Furthermore, this effect is more pronounced in states with weak environmental regulation, where environmental initiatives are discretionary rather than mandatory. Finally, we ruled out alternative explanations for our results, which remained robust across various specifications and tests.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>We provide robust evidence that independent directors' industry-specific CEO experience affects environmental innovation at the firm level, thus adding and further expanding the literature on the corporate outcomes of the board of directors' human capital. Second, we provide evidence on the impact of environmental innovation initiated by firms with industry-aligned CEO expertise on their boards on firm value and performance. Third, our study answers the current call for research on any neglected individual-level factors that could possibly shape a firm's focus towards environmental innovation. Fourth, our sample period is long enough to capture potential changes in external conditions that may have influenced firm behavior and outcomes. Thus, we go beyond prior studies and control for several factors likely to affect a firm's environmental innovation.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>We demonstrate that independent directors with industry-specific CEO experience contribute to firm profitability and value by guiding firms towards industry-consistent, higher value-added, and performance-enhancing green innovation levels. These results have important implications for corporate decision-making in firm environmental innovation and beyond.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"34 1","pages":"96-127"},"PeriodicalIF":5.5,"publicationDate":"2025-10-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.70006","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145931030","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Rise of Environmental, Social, and Governance Rating Agencies and Stock Price Crash Risk","authors":"Rui Hu,&nbsp;Karen Jingrong Lin,&nbsp;Albert Tsang","doi":"10.1111/corg.70005","DOIUrl":"https://doi.org/10.1111/corg.70005","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study examines how the initiation of coverage by environmental, social, and governance (ESG) rating agencies and the intensity of such coverage impact firms' stock price crash risk, particularly in the context of varying levels of information opacity.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Exploiting the staggered coverage of US firms by multiple third-party ESG rating agencies, we discover a significant negative association between the initiation and intensity of coverage by ESG rating agencies and firms' stock price crash risk. Utilizing the expansion of firm coverage by Refinitiv Asset4 in 2017 as an exogenous shock, this study provides evidence consistent with a causal relationship between ESG rating agency coverage and the reduction of stock price crash risk. This effect is more pronounced for firms with lower levels of analyst coverage, diminished voluntary disclosure, and poorer earning quality. Additionally, we find that the presence of commercial ties between ESG rating agencies and the firms they rate attenuates the effectiveness of ESG coverage in reducing stock price crash risk.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical Implications</h3>\u0000 \u0000 <p>This study contributes to the literature on information asymmetry by demonstrating that independent ESG rating agencies serve as critical informational intermediaries. It highlights how enhanced ESG information can help mitigate risks associated with information opacity, thereby influencing financial market outcomes.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner Implications</h3>\u0000 \u0000 <p>The findings suggest that investors should consider the coverage and credibility of ESG rating agencies when evaluating firms, particularly those with less transparency.</p>\u0000 \u0000 <p>Moreover, the results underline the importance for rating agencies of maintaining independence from the firms they rate to preserve their informational role and effectiveness in the market.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"34 1","pages":"71-95"},"PeriodicalIF":5.5,"publicationDate":"2025-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145931137","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":"Mostly Good Robin Hood: Impact of Financial Transaction Tax on Corporate Investment","authors":"Tan Do","doi":"10.1111/corg.70001","DOIUrl":"https://doi.org/10.1111/corg.70001","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This paper studies how corporate investments are affected by financial transaction taxes levied on stock trading and explores alternative corporate governance mechanisms behind the effect.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Exploiting the 2012 French introduction of a financial transaction tax in a difference-in-differences design, I find an overall positive effect of the tax on corporate investments, namely, capital expenditure and R&amp;D. I also find an improvement in investment sensitivity and an increase in likelihood and quality of acquisitions, particularly among firms for which the tax causes a significant shift from short-term to long-term ownership.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>The evidence suggests that a financial transaction tax could have a positive effect on corporate investments by inducing long-term ownership and alleviating short-termism. The paper therefore addresses one major concern that the tax would hamper investments by increasing costs of capital or harming other governance mechanisms such as exit threats.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This study provides evidence on economic benefits of financial transaction taxes which are relevant to the debate on the tax introduction and design in many countries.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1682-1705"},"PeriodicalIF":5.5,"publicationDate":"2025-09-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.70001","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145521496","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Do Social Trust and Tolerance Affect Board Gender Diversity? An International Evidence","authors":"Fatemeh Kordi,&nbsp;Min Maung","doi":"10.1111/corg.70004","DOIUrl":"https://doi.org/10.1111/corg.70004","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research question/Issue</h3>\u0000 \u0000 <p>The paper investigates how social trust and tolerance affect board gender diversity levels in 67 countries.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>We find robust evidence that countries in which people display trust toward strangers, people of other countries, and other religions have more gender-diverse boards. We also find that tolerance toward homosexuals, immigrants, and people of other religions and different races promotes gender-diverse boards.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>This paper relies on social trust, tolerance, and institutional theories. Trust and tolerance theories suggest that trusting others and displaying tolerance toward people who are different from oneself have many important social and economic consequences. We relate social trust and tolerance theories to governance and board gender diversity in a large cross-section of countries.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Board gender diversity has both practical and policy implications. Our findings suggest that legislating comprehensive gender quotas may not be sufficient. More importantly, unlike cultural values, trust and tolerance can be more readily cultivated to promote policies and workplace practices.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> JEL Classification</h3>\u0000 \u0000 <p>G38, G41, J18, L25, M14, Z13</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1706-1744"},"PeriodicalIF":5.5,"publicationDate":"2025-09-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.70004","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145521355","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Does Regulator as a Minority Shareholder Affect Bond Yield Spreads? A Quasi-Natural Experiment","authors":"Haipeng Yu,&nbsp;Xiaoke Cheng,&nbsp;Caiyue Ouyang,&nbsp;Wenxia Ge,&nbsp;Xiaoqi Guo","doi":"10.1111/corg.70000","DOIUrl":"https://doi.org/10.1111/corg.70000","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>To strengthen the protection of minority shareholders, in 2016, the China Securities Regulatory Commission authorized the China Securities Investor Services Center (CSISC), a non-profit institution with official backing, to buy and hold 100 shares of listed firms in pilot regions. By exercising shareholder rights, the CSISC plays a governance role as a regulatory minority shareholder. This study examines whether CSISC shareholding has a spillover effect in the bond market and whether this effect varies across firms with different levels of information asymmetry, insider expropriation, shareholder–creditor agency conflicts, and trustee reputation.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Employing a difference-in-differences analysis on bonds issued by listed firms between 2015 and 2017, we find that CSISC shareholding is associated with lower bond yield spreads. Cross-sectional tests suggest that CSISC shareholding reduces bond yield spreads by mitigating information asymmetry, curbing insider expropriation, and alleviating shareholder–creditor agency conflicts. We also find that trustee reputation moderates the relationship between CSISC shareholding and bond yield spreads. Furthermore, CSISC shareholding influences the nonpricing terms of bonds, and the difference in bond yield spreads between the treatment and control groups diminishes following the nationwide implementation of CSISC shareholding.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>This study contributes to the growing literature on the economic consequences of CSISC shareholding by uncovering its spillover governance effect on bondholder protection. It also extends the research on the role of government regulation in safeguarding bondholder interests.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Our study has important policy implications for investor protection in other emerging markets. Given the unique characteristics of China's bond market, directly replicating this mechanism may not yield similarly favorable outcomes elsewhere. Nevertheless, regulators in other emerging markets could draw on China's experience and consider implementing novel investor protection mechanisms tailored to their specific market conditions.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1660-1681"},"PeriodicalIF":5.5,"publicationDate":"2025-08-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.70000","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145522414","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"CEO-to-Employee Pay Ratio and Audit Pricing","authors":"Pauline Wu,&nbsp;Zhifang Zhang","doi":"10.1111/corg.12663","DOIUrl":"https://doi.org/10.1111/corg.12663","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study examines how auditors incorporate CEO-to-employee pay ratios into their risk assessments and pricing decisions. Drawing on equity fairness theory, tournament incentives theory, and efficient contracting theory, we also investigate how specific firm characteristics influence the relationship between pay ratios and audit fees.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using a dataset of Russell 3000 US firms from 2017 to 2022, we find that higher CEO-to-employee pay ratios are significantly associated with increased audit fees, even after controlling for the individual compensation components. Our cross-sectional analyses reveal three key findings. First, reputation risk emerges as the primary channel through which pay ratios affect audit pricing, with the relationship being stronger for firms subject to greater stakeholder scrutiny. Second, stronger governance mechanisms amplify this relationship, reflecting increased audit rigor demanded by well-monitored firms with high pay disparities. Third, firm complexity also intensifies the relationship between pay ratios and audit fees, indicating that auditors perceive heightened risks in complex firms with high pay disparities that extend beyond what is explained by efficient contracting theory.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our study advances the understanding of audit fee determinants by demonstrating how CEO-to-employee pay ratios signal distinct risks to auditors beyond traditional compensation measures. Additionally, we contribute to corporate governance research by highlighting internal pay equity as a critical yet often overlooked aspect that shapes a company's risk profile and audit outcomes.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>The findings offer valuable insights for companies on managing stakeholder perceptions and controlling audit costs through informed compensation policies. They also provide guidance for auditors in refining their risk assessment procedures. For regulators and policymakers, our results support the continued disclosure of pay ratios by demonstrating their relevance to key stakeholders' decision-making processes.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1629-1658"},"PeriodicalIF":5.5,"publicationDate":"2025-07-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12663","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145522150","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Passing the Shareholders' Tax Burden to the Corporation: Evidence From Inheritance and Gift Tax","authors":"Hyun Jong Na,&nbsp;Tyler Taejin Jung","doi":"10.1111/corg.12661","DOIUrl":"https://doi.org/10.1111/corg.12661","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>We examine how controlling shareholders' personal tax burdens, specifically inheritance and gift tax obligations, affect firm-level financial decisions. Using a unique setting in South Korea, we investigate whether and how firms adjust their dividend policies in response to shareholder-level liquidity pressures.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using hand-collected data on inheritance and gift events affecting controlling shareholders, we find that firms significantly increase dividend payouts following such events. The magnitude of the increase is positively related to the size of the tax burden. Cross-sectional analyses show that the dividend response is stronger in firms with high potential for expropriation, while the response is mitigated in firms with strong board independence and analyst monitoring. In addition, we document significant economic consequences. Increased payouts are associated with reductions in capital investment and employment and are followed by negative stock market reactions to dividend announcements.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our findings show that shareholder-specific tax shocks can propagate through corporate governance channels and lead to firm-level financial decisions. This expands the literature on shareholder taxation by identifying a novel mechanism through which tax burdens shape corporate outcomes.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Our study provides new insights for tax policymakers. By documenting unintended corporate consequences of inheritance and gift taxation, we inform ongoing policy debates regarding intergenerational tax design, particularly in countries with concentrated ownership and limited succession relief.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1567-1597"},"PeriodicalIF":5.5,"publicationDate":"2025-07-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12661","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145522151","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Director Financial Literacy: Defining a Baseline Competence for Board Oversight and Legal Accountability","authors":"Jackie Bettington,&nbsp;Gavin Nicholson","doi":"10.1111/corg.12662","DOIUrl":"https://doi.org/10.1111/corg.12662","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>What does it mean for a board director to be financially literate? Despite widespread agreement that financial competence is vital for corporate oversight, governance researchers have mostly focused on financial expertise at the board level. This approach to monitoring overlooks the potential contributions of directors who have the basic financial capability necessary to fulfill their individual legal duties.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>This study employs a three-round Delphi study of 35 expert panelists drawn from a pool of directors, governance educators, and accounting professionals. The findings establish a baseline definition and concept inventory for director financial literacy (DFL) that distinguishes financial literacy from financial expertise and identifies 24 core concepts that directors must understand to fulfill their duties of care and diligence. Results indicate that this baseline allows a director to form an independent view of the firm's finances, thereby enhancing boardroom participation and supporting collective oversight.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>The study reconciles governance scholarship with legal accountability by highlighting how financial literacy is an individual-level competence that offers insight into agency theory's problem of adverse selection. It contributes to multilevel theorizing in corporate governance research by aligning group-based monitoring constructs with the legal requirement that each director must form an independent view. The framework establishes a foundation for measuring director competence and addressing the levels-of-analysis challenge endemic to governance research.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>DFL is necessary—but not always sufficient—for directors to fulfill their legal duties. This study provides a foundational framework to guide regulatory benchmarking, director training, and board recruitment.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1598-1628"},"PeriodicalIF":5.5,"publicationDate":"2025-07-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12662","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145522211","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Retail Investor–Corporate ESG Information Interactions and Corporate Green Mergers and Acquisitions","authors":"Junchao Li,&nbsp;Mengjie Zhao,&nbsp;Guangqian Ren","doi":"10.1111/corg.12660","DOIUrl":"https://doi.org/10.1111/corg.12660","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>We construct specific indicators of retail investor–corporate environmental, social, and governance (ESG) information interactions and examine their influence on corporate green mergers and acquisitions (M&amp;As). Using data on Chinese listed firms from 2011 to 2019, we shed new light on retail investor activism in sustainable development.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Retail investor–corporate ESG information interactions positively influence corporate green M&amp;As. This link is mediated by increased ESG-related inquiry letters from regulators and by hiring executives with environmental expertise. Government green subsidies can effectively transform the impetus for corporate green M&amp;As derived from retail investor–corporate ESG information interactions. Our subsample analyses indicate that the aforementioned relationship is more pronounced when the interactions are dominated by negative tones and there is less pressure on executives to perform in the short term. Finally, we find that retail investor–corporate ESG information interactions facilitate genuine green transformation rather than just being green for the sake of being green, with reduced greenwashing after green M&amp;A transactions.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>In the corporate governance literature, retail investors in less developed capital markets are often depicted as passive recipients of information. However, this portrayal overlooks the changing role of retail investors in the digital age and fails to adequately explore how their unique preferences influence corporate strategic decisions. We elucidate the positive role of an emergent sense of responsible investment among retail investors.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This study offers valuable insights for policymakers, aiding their endeavors to leverage the positive impact of retail investors. Moreover, our findings highlight a synergistic connection between government green subsidies and the effectiveness of retail investor–corporate ESG information interactions, providing crucial guidance for policymakers in refining institutional frameworks and retail investors to enhance their involvement in corporate governance.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1548-1566"},"PeriodicalIF":5.5,"publicationDate":"2025-07-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145521489","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}