{"title":"Retail Investor Governance and M&A Performance","authors":"Chun Liu, Qidan Liu, Liang Sun, Guojian Zheng","doi":"10.1111/corg.70013","DOIUrl":"https://doi.org/10.1111/corg.70013","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>For a long time, retail investors have been deemed ineffective governors because of rational apathy. This study examines a central theoretical question: Absent any enhancements of their governance capability, is it sufficient to exogenously raise their exit costs—thereby increasing their willingness to voice—to activate retail investors' monitoring function and improve major corporate decisions (e.g., M&A)?</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Exploiting a 2012 dividend tax reform in China targeted solely at individual investors as a quasi-natural experiment, we find that this policy—by strengthening retail investors' willingness to govern through a lock-in effect—significantly improves the M&A performance of affected firms. Mechanism tests indicate that the improvement stems from retail investors, once exit is impeded, more actively constraining managerial agency behavior.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our core theoretical contribution is to advance a new paradigm of cost-driven governance, which offers a constraint-based pathway—distinct from traditional empowerment approaches—to activate the governance role of retail investors. We provide evidence that rational apathy is not an inherent attribute of retail investors but an endogenous choice under a specific cost structure, which can be steered and reshaped through institutional design.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This study offers regulators a new policy perspective: Beyond direct empowerment, regulators can adjust investors' exit–voice cost trade-off through carefully crafted institutional designs (e.g., differentiated tax regimes). This reveals that taxation can serve as a potentially cost-effective corporate governance tool to mobilize the vast retail investor base to play a more constructive role in corporate governance.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"34 1","pages":"252-273"},"PeriodicalIF":5.5,"publicationDate":"2025-12-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145931001","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 Coexistence of Multiple Large Shareholders and Greenwashing in Environmental, Social, and Governance Disclosures: Evidence From China","authors":"Hao Ding","doi":"10.1111/corg.70014","DOIUrl":"https://doi.org/10.1111/corg.70014","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>ESG greenwashing carries significant risks and negative consequences. From a shareholding structure perspective, this paper tries to test the relationship between the coexistence of multiple large shareholders and ESG greenwashing.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>We find that multiple large shareholders are associated with ESG greenwashing. On the one hand, multiple large shareholders can lead to the short-termism of firms' management, which boosts ESG greenwashing. On the other hand, multiple large shareholders cause the increased agency problems of firms, which also leads to ESG greenwashing. Furthermore, we find that the promoting effect is more apparent among nonhighly polluting firms and firms that are not audited by Big 4 accounting firms.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>At the level of firms' equity structure, this paper enriches the study of the antecedents and influences of ESG greenwashing. That is, the coexistence of multiple large shareholders of a firm may boost ESG greenwashing. Besides, there are different voices in the academic community about the multiple large shareholders, and this paper expands the shareholder studies in corporate governance theory.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This paper proposes that the introduction of multiple large shareholders may produce side effects of ESG governance, and collusion among shareholders to greenwash needs to be guarded against. Therefore, the related authorities may need to set up a more stringent ESG audit process.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"34 1","pages":"274-286"},"PeriodicalIF":5.5,"publicationDate":"2025-12-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145931002","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":"Large Owner Expropriation Threat and Stock Option Pay's Effect on Firm Risk-Taking Behaviors in Weak Institutions","authors":"Cuili Qian, Lipeng (Gary) Ge, Xuesong Geng, Jiatao (J. T.) Li, Maria Hasenhuttl","doi":"10.1111/corg.70012","DOIUrl":"https://doi.org/10.1111/corg.70012","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study investigates the impact of managerial stock option pay on firm risk-taking behaviors in a weak institutional context, a critical question that has been overlooked by the literature. Specifically, we build on the comparative corporate governance perspective that emphasizes the implications of large shareholders' expropriation threat in weak institutions to develop predictions about their impact on the stock option's incentive alignment effect. We further explore the boundary conditions of such a relationship.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Based on a sample of Chinese listed firms between 2006 and 2016, we find that a high level of large shareholders' expropriation threat weakens the effect of stock option value on firm risk-taking. We also find that such an adverse impact of large shareholders on the effect of stock option value is mitigated by the institutional factors that strengthen the protection of the interests of minority shareholders.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical Implications</h3>\u0000 \u0000 <p>Our results underscore the importance of integrating the potential expropriation risk due to large shareholders and the institutional contexts into understanding the effectiveness of incentive-alignment governance practices such as stock option pay in the context with weak institutions (e.g., China).</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Our findings offer insights for policy makers to better design the regulatory and institutional frameworks to increase the effectiveness of corporate governance practices. It also shows that firms in the context of weak institutions need to be more cognizant when adopting certain corporate governance practices (i.e., stock option pay for the incentive-alignment purpose).</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"34 1","pages":"233-251"},"PeriodicalIF":5.5,"publicationDate":"2025-12-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.70012","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145930833","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 Social Capital, Board Connectedness, and Anchor Investors: A Study of Initial Public Offerings","authors":"Rwan El-Khatib, Abdulkadir Mohamed, Brahim Saadouni","doi":"10.1111/corg.70011","DOIUrl":"https://doi.org/10.1111/corg.70011","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study investigates the role of CEO social capital, director networks, and anchor investor participation in influencing the short- and long-term performance outcomes of initial public offerings (IPOs) in the Hong Kong stock market.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Studying a sample of 1155 IPOs listed in Hong Kong from 2004 to 2019, we find that highly connected CEOs and boards significantly enhance short-term IPO performance as measured by demand multiples. We find that anchor investors' participations strengthen the positive performance of the IPO firms. We show that the positive effects of CEO and board networks are beyond the short-term outcomes and significantly contribute to enhanced operating performance, higher market-adjusted returns, and higher survival rates post listing. These results are robust to endogeneity concerns and shed further light on the value of social capital and anchor investors' participation for IPO firms.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>This study advances corporate governance research by highlighting the critical role of social capital in IPO success, particularly for a well-regulated market outside the United States and Europe. It extends the literature on board and executive networks by demonstrating their complementary relationship with institutional investors, such as anchor investors, in enhancing both short- and long-term IPO outcomes.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>The findings underscore the importance of leveraging CEO and board networks alongside unique institutional (i.e., anchor) investors to boost IPO success. Policymakers and stock exchange regulators can draw on these insights to design regulatory frameworks that foster stakeholder collaboration, reduce information asymmetry, and promote better governance practices in IPO markets.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"34 1","pages":"208-232"},"PeriodicalIF":5.5,"publicationDate":"2025-12-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145930863","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}
Punit Arora, Patricia Gabaldon, Cynthia E. Clark, Priya Nagaraj
{"title":"Legitimacy at a Premium: When Do Firms Hire Comparatively Better (Lesser) Qualified Female Directors?","authors":"Punit Arora, Patricia Gabaldon, Cynthia E. Clark, Priya Nagaraj","doi":"10.1111/corg.70010","DOIUrl":"https://doi.org/10.1111/corg.70010","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question</h3>\u0000 \u0000 <p>This study explores the role of (mis)alignment between institutional and behavioral forces in determining compliance (or deviance) with changing institutional norms on inclusion on corporate boards. Specifically, we examine the effect of (1) the type of quota design, (2) the distance to the quota target, and (3) the attainment discrepancy on a firm's compliance behavior regarding director appointments.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Insights</h3>\u0000 \u0000 <p>Using a sample of 33,036 observations for 6022 firms from 25 countries for the period of 2006–2019 with dynamic panel regression methodology, we find that firms operating under mandatory quotas and firms at a longer distance to the quota target generally hire lesser qualified female directors, whereas those with positive attainment discrepancy (i.e., firms with actual performance above their aspirations) hire more qualified female directors in certain institutional contexts. More importantly, we find robust evidence for joint effects among these factors. Our post hoc analysis also indicates a strong direct and indirect effect of female CEOs. Overall, these findings indicate that firms actively navigate the intersection of institutional mandates and internal performance dynamics when determining how to respond to gender diversity initiatives.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our results show that firms use complex decision heuristics in deciding how to comply with institutional demands encompassing factors such as the severity of institutional compulsions, risk tolerance, firm performance, and self-interest. In unraveling when institutional norms may be perceived as opportunities, or, conversely, threats, we unpack when firms are likely to comply with both the letter and the spirit of regulatory initiatives. These results reveal important boundary conditions for institutional theory predictions.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>As we find no overall difference in the qualifications of existing male directors and newly appointed female directors, our results challenge the persistent conversations regarding the supply-side constraints for qualified female directors, that is, the perception that there is a limited pool of females who are board-ready. However, we do observe the need for policymakers and practitioners to take a more holistic view in instituting and monitoring new norms, including by paying attention to director qualifications rather than just the number of seats allocated to meet quota targets. This is important given firms' proclivity to respon","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"34 1","pages":"180-207"},"PeriodicalIF":5.5,"publicationDate":"2025-11-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145931020","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":"Board Faultlines and Resource Allocation: Effects on Women's Professional Development","authors":"Alana Vandebeek, Kristof Struyfs","doi":"10.1111/corg.70009","DOIUrl":"https://doi.org/10.1111/corg.70009","url":null,"abstract":"<p>Board composition has received considerable attention in recent years within corporate governance literature (e.g., Au et al. <span>2023</span>; Ginglinger and Raskopf <span>2023</span>; Joecks et al. <span>2023</span>; Mateos de Cabo et al. <span>2024</span>; Schoonjans et al. <span>2023</span>; Tilbury and Sealy <span>2023</span>; Yao <span>2023</span>). Prior research has linked board composition in terms of the presence of women to various outcomes, including corporate financial performance (Joecks et al. <span>2023</span>), firm's strategic choices (Askarzadeh et al. <span>2022</span>), CEO turnover (Kim et al. <span>2020</span>), firm risk (Maxfield and Wang <span>2023</span>), or innovation (Cumming and Leung <span>2021</span>), but it has paid less attention to how internal board dynamics associated with composition can shape decision-making processes. While corporate governance research recognizes the board's critical role in resource allocation, it has yet to fully explore how the compositional dynamics of the board as a whole influence these decisions. This study addresses this gap by applying both faultline and subgroup theory to examine how board composition shapes organizational resource allocation decisions.</p><p>The concept of faultlines captures the interplay of multiple diversity characteristics within a group's composition and highlights how these attributes can shape group processes and outcomes through subgroup dynamics (Lau and Murnighan <span>1998</span>, <span>2005</span>). Group faultlines are defined as hypothetical dividing lines that separate a group into relatively homogeneous subgroups based on multiple diversity characteristics (Lau and Murnighan <span>1998</span>). Faultlines strengthen when more attributes align along the same dimensions. For example, consider a board that consists of two men in their 60s and two women in their 40s. In this board, a strong faultline based on gender and age is present, dividing the board into two homogeneous subgroups of the same size. The initial theoretical framework explaining faultlines was grounded in social identity and social categorization theory (Ashforth and Mael <span>1989</span>; Hogg and Terry <span>2000</span>; Lau and Murnighan <span>1998</span>; Tajfel and Turner <span>2004</span>). These theories suggest that individuals naturally classify themselves and others into social categories and tend to identify more strongly with those they perceive as similar, which can intensify subgroup divisions when multiple attributes align. Later, Carton and Cummings (<span>2012</span>) expanded the faultline model with subgroup theory, proposing that different faultline types (separation-based, disparity-based, or variety-based) lead to distinct subgroups (identity-based, resource-based, knowledge-based), each influencing team outcomes differently.</p><p>In this study, we argue that disparity-based faultlines play a crucial role in resource allocation decisions. Disparity-base","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"34 1","pages":"163-179"},"PeriodicalIF":5.5,"publicationDate":"2025-11-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.70009","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145930941","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 Myths of Blockchain Governance","authors":"Daniel Ferreira","doi":"10.1111/corg.70008","DOIUrl":"https://doi.org/10.1111/corg.70008","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>Blockchain technology promises to revolutionize governance through strong commitments, trustlessness, and transparency. This paper examines how these promises have failed to materialize in practice.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Drawing on case evidence from major blockchains, including Bitcoin and Ethereum, I argue that blockchains have evolved into technocracies where developers, foundations, and companies exercise disproportionate control. Rather than being exceptional, blockchain governance suffers from the same coordination problems, collective action failures, and centralization tendencies that plague traditional governance systems.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>The paper concludes that while blockchains offer valuable experiments in governance design, their alleged advantages over traditional institutions remain largely mythical.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Blockchain organizations should acknowledge their reliance on off-chain coordination and informal authority. Investors must understand that blockchain governance depends on trusting technical elites, while regulators should recognize that decentralization claims often mask concentrated power structures requiring traditional oversight.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"34 1","pages":"154-162"},"PeriodicalIF":5.5,"publicationDate":"2025-10-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.70008","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145931188","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 Unintended Effect of the Accountability System of State-Owned Enterprises: Evidence From Crash Risk","authors":"Yan Jiang, Yida Gao, 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}