Corporate Governance-An International Review最新文献

{"title":"From Universal Owners to Owners of the Universe? How the Big Three Are Reshaping Corporate Governance","authors":"Ruth V. Aguilera,&nbsp;Kurt A. Desender,&nbsp;Monica LopezPuertas-Lamy","doi":"10.1111/corg.12611","DOIUrl":"10.1111/corg.12611","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>The 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.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>We 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.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>We 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.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Understanding 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.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 3","pages":"462-482"},"PeriodicalIF":4.6,"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,&nbsp;Pieter-Jan Bezemer,&nbsp;Stephan Reinhold","doi":"10.1111/corg.12607","DOIUrl":"10.1111/corg.12607","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>Scholars 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.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Results</h3>\u0000 \u0000 <p>A 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.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical Implications</h3>\u0000 \u0000 <p>We 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.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>The 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.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 3","pages":"389-406"},"PeriodicalIF":4.6,"publicationDate":"2024-07-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12607","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":"OA","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,&nbsp;Tereza Tykvová","doi":"10.1111/corg.12601","DOIUrl":"10.1111/corg.12601","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>Many 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.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using 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.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our results suggest that poor industry conditions impose discipline on managers who then tend to focus on deals that create value for acquirer shareholders.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Shareholders can rely on better alignment of interests with their managers during poorer industry conditions.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 2","pages":"246-273"},"PeriodicalIF":4.6,"publicationDate":"2024-07-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12601","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":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Corporate Governance of Business Groups Around the World: A Review and Agenda for Future Research","authors":"Ruth V. Aguilera,&nbsp;Ryan Federo,&nbsp;Raquel Justo,&nbsp;Adrian Luis Merida,&nbsp;Bartolomé Pascual-Fuster","doi":"10.1111/corg.12603","DOIUrl":"10.1111/corg.12603","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>Scholarly interest in business groups (BGs) has grown considerably over the years, as they emerged as important players in the global economy. Yet, there exist ample differences in the corporate governance, strategies, and performance of BG-affiliated firms. Given that BGs differ substantially across national institutional contexts, previous studies provide inconclusive arguments and empirical evidence regarding the complex relationship between corporate governance and firm performance within BGs.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Our review of 301 articles published in highly ranked journals between 1986 and 2023 establishes a mechanism-based framework to explain the effect of BG affiliation, ownership structure, and corporate governance practices on firm performance. We also reveal that many relationships between these factors vary cross-nationally and over time, contingent on the national institutional strength where BGs are domiciled and operate.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>We develop a mechanism-based framework to unpack the relationship between corporate governance and firm performance within BGs and discuss previous studies' findings across different institutional settings. We find that some mechanisms are generally applicable to BGs in many contexts, whereas others only hold in particular institutional conditions. We then offer several research avenues for further scholarly attention.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Managers and policy makers should consider cross-national differences to fully understand BGs. Ultimately, our review demonstrates that there is no one-size-fits-all approach to BGs because their roles, functioning, and outcomes differ across institutional settings.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 2","pages":"298-325"},"PeriodicalIF":4.6,"publicationDate":"2024-07-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12603","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"141744081","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":"Recent Evidence and Insights on Corporate Governance From Around the Globe","authors":"Konstantinos Stathopoulos,&nbsp;Till Talaulicar","doi":"10.1111/corg.12606","DOIUrl":"10.1111/corg.12606","url":null,"abstract":"","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 4","pages":"595-599"},"PeriodicalIF":4.6,"publicationDate":"2024-07-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"141572490","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":"Tax Governance and Corporate Labor Investment Efficiency: A Quasi-Natural Experiment From China","authors":"Laifeng Yang,&nbsp;Junwei Lu,&nbsp;Qing Sophie Wang,&nbsp;Shaojie Lai","doi":"10.1111/corg.12602","DOIUrl":"https://doi.org/10.1111/corg.12602","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>We take advantage of China's staggered rollout of the Golden Tax Phase (GTP) III reform to examine how enhanced tax governance through digitalization affects corporate labor investment efficiency (LIE).</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Applying a staggered difference-in-differences approach to Chinese A-share listed companies spanning from 2010 to 2017, our research reveals a significant improvement in LIE due to digitalized tax governance. Our path analysis demonstrates that the relationship between tax governance and LIE is mediated by enhancements in corporate governance and information quality. Notably, improved information quality exerts a more substantial influence than corporate governance. In addition to these mediated pathways, we identify a residual direct effect from digitalized tax governance to LIE.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>This study uncovers a causal relationship between digitalized tax governance and corporate LIE. It offers new insights into the broader effects of tax governance, specifically how businesses adjust their employment decisions when tax administration becomes more digitalized.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This study highlights a positive externality of digitalized tax governance, offering valuable insights for policymakers aiming to optimize tax administration processes through information technology.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 2","pages":"274-297"},"PeriodicalIF":4.6,"publicationDate":"2024-07-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"143602600","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":"International Joint Venture Governance Mechanisms: The Role of Institutional Environment on Contract Design","authors":"Jeongho Choi,&nbsp;Andres Velez-Calle,&nbsp;Farok J. Contractor","doi":"10.1111/corg.12605","DOIUrl":"10.1111/corg.12605","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>What contract provisions and clauses should be emphasized in international joint venture (IJV) contracts to mitigate the challenges arising from the host country's institutional environment? This study examines how the institutional environment of the host country influences the design of IJV contracts and their governance.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>We analyzed 23 contract provisions and clauses across 390 IJVs established between 2000 and 2016. Our findings indicate that control clauses detailing legal remedies and safeguards are used more frequently in host countries with more flexible and less formalized legal systems. Additionally, management structure clauses specifying internal governance mechanisms are more often used when contract enforcement in the court of a host country takes longer. Furthermore, host countries that lack abilities to control corruption increase the use of management structure clauses in IJV contract agreements.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>By delving into the IJV contract structure, this study enhances our understanding of the role of a host country's institutional environment in the use of different types of IJV contract provisions/clauses.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Alliance negotiators and practitioners should be aware of the contract clauses that are particularly essential in specific foreign legal environments. Management structure clauses should be incorporated more often when the foreign nation is prone to corruption, government favoritism, and inefficient legal processes. The greater use of control clauses is necessary when the host country controls corruption well and the legal system is less formalized.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 3","pages":"370-388"},"PeriodicalIF":4.6,"publicationDate":"2024-07-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12605","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"141551610","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":"Board Busyness and Firm Performance: An Emerging Market Perspective","authors":"G. Venkatesh,&nbsp;Saranya Kshatriya,&nbsp;Shashank Bansal","doi":"10.1111/corg.12600","DOIUrl":"https://doi.org/10.1111/corg.12600","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This paper primarily explores the relationship between busy boards and firm performance. Additionally, we have performed a quasi-natural experiment to evaluate the impact of SEBI regulatory restrictions on multiple directorships on the firm performance.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>The study sample includes all firms listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). Our primary findings indicate a nonlinear relationship between busy boards and firm performance. These results are more pronounced for the non-business group firms and firms with high promoter ownership. Our quasi-natural experiment results indicates that the treatment firms had a significant improvement in firm performance. The results of event study analysis and difference-in-difference analysis are robust for both short- and long-term measures of firm performance. Furthermore, we observe an increase in the board meeting attendance of independent directors in the post-mandate period.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Two competing views prevalent in busy board literature are reputational effect hypothesis and distraction effect hypothesis. Our findings support the limit on number of outside directorships; if this number exceeds a certain threshold, the directors become less effective monitors and exacerbate the firm performance.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>The results are in favor of restriction on multiple directorship positions of independent directors by the regulators in emerging markets. Further, the study demonstrates that firms that adhere to good governance practices protect the investors' interests and improve the firm's performance.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 2","pages":"231-245"},"PeriodicalIF":4.6,"publicationDate":"2024-06-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"143602386","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":"Creditors at the Gate: Effects of Selective Environmental Disclosure on the Cost of Debt","authors":"Najah Attig,&nbsp;Mohammad Rahaman,&nbsp;Samir Trabelsi","doi":"10.1111/corg.12599","DOIUrl":"https://doi.org/10.1111/corg.12599","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>What is the impact of selective environmental disclosure, also known as greenwashing, on firms' credit risk profiles? Can the superior information and monitoring abilities of private lenders serve as environmental governance mechanisms to promote the adoption of ESG best practices by firms?</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Through detailed examination of private debt contracts and environmental disclosure practices, we reveal that private lenders impose financial penalties on firms with poor environmental records, manifesting as higher spreads and loan-related fees. Additionally, our analysis demonstrates that greenwashing, or misleading environmental transparency, results in increased debt financing costs for firms. Moreover, lenders may adopt lenient nonprice terms to mitigate the impact of higher loan costs on firms engaged in selective environmental disclosure. This intricate contract design allows lenders to extract appropriate returns without hindering firms' access to external financing.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our findings underscore the significance of private creditors in enhancing environmental disclosure standards within the corporate sphere. Additionally, our evidence emphasizes the importance of integrating firms' environmental impact into theoretical and empirical credit risk models.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>The intricate contract structures of bank loans can effectively address the informational risks associated with selective disclosure, without impeding firms' access to external financing. Hence, this financing mechanism holds the potential to enhance the ESG performance of firms.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 2","pages":"202-230"},"PeriodicalIF":4.6,"publicationDate":"2024-06-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12599","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"143602660","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 and CFO Stock Options and Trading Activity Around Bank Loans","authors":"Amine Khayati,&nbsp;James Tompkins,&nbsp;David Bray,&nbsp;Jack Clampit","doi":"10.1111/corg.12592","DOIUrl":"10.1111/corg.12592","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>When firms make major bank loan agreements, stock prices, on average, react positively. This creates an incentive for executives to time both stock trading and the dating of option grants relative to the announcement of such agreements.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>We find evidence that both CEOs and CFOs time bank loan agreement announcements after option grant dates, significantly increase the stock purchased prior to (and the stock sold after) the announcement. Our results support management strategically timing of the bank loan agreement announcement as opposed to influencing the compensation committee to time the option grant date for the benefit of management. While these findings complement prior research on the proven CEOs opportunistic behavior around corporate events, they offer a new conspicuous evidence of CFOs opportunistic behavior.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>This study contributes to the literature on opportunistic managerial behavior around corporate events by examining the stock option grants, exercises, and stock trades surrounding a major bank loan agreement and the relational interplay between the CEOs and CFOs. While concurrently testing and confirming the expected CEOs opportunistic behavior, the study augments the literature with strong evidence of CFOs opportunistic behavior coinciding with the announcement of bank loan agreements.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Our results are of value to the board of directors when formulating executive pay and in support of the heightened regulatory requirements on the executive compensation disclosure. Overall, our evidence calls out the Security and Exchange Commission laxity in monitoring loan-related disclosures and lends support to the SEC (2006) amended disclosure rules on CFO compensation. Complete and timely disclosures are useful to investors and analysts to assess managerial expectations and mitigate aggressive timing of corporate events.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 2","pages":"178-201"},"PeriodicalIF":4.6,"publicationDate":"2024-05-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"141194825","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}