Corporate Governance-An International Review最新文献

{"title":"Leadership Skills in Corporate Director Biographies: Substance or Impression Management?","authors":"Emilia Bunea,&nbsp;Maxim Elias,&nbsp;David Stolin","doi":"10.1111/corg.12659","DOIUrl":"https://doi.org/10.1111/corg.12659","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Issue</h3>\u0000 \u0000 <p>How objective are corporations' disclosures of their board members' skills? Specifically, how changeable are characterizations of directors as possessing leadership skill in reaction to external pressure?</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Insights</h3>\u0000 \u0000 <p>We mail letters to a quasi-randomly selected half of publicly listed US companies, inquiring whether they have sufficient leadership skill on their boards, and analyze subsequent changes in leadership mentions in proxy filings. Company- and director-level regressions across the population of US corporations do not show a treatment effect.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our study uses an innovative experimental design that can be adapted to other research contexts. Our analysis yields valuable insights for the literature on director skill disclosure. We find that companies assign legitimacy value to director leadership skill yet vary widely in whether, where, when, and how they disclose this skill in proxy statements. We also find that, irrespective of our treatment, some companies add leadership mentions symbolically, to otherwise unchanged contents. The incidence of these symbolic additions does not significantly differ between the nudged and control groups. This suggests that future research attempting an intervention with a similar design might influence companies' disclosure of director leadership skill if the nudging stakeholder has sufficient authority and communicates through a direct, impactful channel that elicits meaningful disclosure adjustments.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Practitioners involved in the proxy voting process, particularly at proxy advisory and asset management firms, may want to tread with caution when using word-count analyses of proxy filings, specifically when counting leadership mentions. Policymakers may consider clarifying thresholds for disclosure of ambiguous attributes such as “leadership.”</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"34 1","pages":"41-70"},"PeriodicalIF":5.5,"publicationDate":"2025-06-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12659","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145931033","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 Performance Effects of Independent Directors: A Large-Scale Study of Danish New Ventures","authors":"Jakob Arnoldi,&nbsp;Miriam Flickinger,&nbsp;Sarah B. Sørensen,&nbsp;Jacek Piosik","doi":"10.1111/corg.12655","DOIUrl":"https://doi.org/10.1111/corg.12655","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study investigates the effects of independent outside directors on the performance of new venture firms. We also study several factors moderating the relationship between the percentage of independent directors on boards and the new ventures' performance.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using a large-scale sample of 5183 Danish new ventures active in 2015–2020, we find support for our hypothesis that the percentage of independent directors has an inverted U-shaped effect on new venture performance. The results also show that firm-level factors, that is, founder equity and venture age, cushion and amplify this nonlinear effect.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Drawing on resource dependence theory as an exchange theory, we propose that increasing the proportion of independent directors yields linearly increasing gains (i.e., resource-provisioning benefits) but also induces costs of sacrificing managerial control, which accelerate nonlinearly. Our findings show that a smaller proportion of independent directors benefits new ventures, but as their proportion grows, the performance gains become smaller, eventually leading to negative marginal effects.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Practitioners will find our findings of interest because, contrary to the recommendations of policymakers and many prior studies, they show that having a high proportion of independent directors on the boards of new ventures does not always improve new venture performance. Founders of new ventures should be aware of the trade-off between the benefits of obtaining additional resources and the costs of sacrificing managerial control.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1472-1487"},"PeriodicalIF":5.5,"publicationDate":"2025-05-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12655","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145521976","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":"10-K Readability and Shareholder Proposals on Corporate Governance","authors":"Abhinav Anand,&nbsp;Xing Huan,&nbsp;Jalaj Pathak","doi":"10.1111/corg.12658","DOIUrl":"https://doi.org/10.1111/corg.12658","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>Do firms that release 10-K reports with lower readability receive a higher number of shareholder proposals on corporate governance?</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using the passage of the Plain Writing Act of 2010 as an exogenous source for an increase in 10-K readability within a difference-in-differences framework, we find that firms with poor 10-K readability prior to the Act experienced a decline in the likelihood of receiving corporate governance proposals. This effect is primarily concentrated in proposals sponsored by retail investors and is most pronounced in firms with entrenched management, those actively engaging in earnings management through discretionary accruals, and proposals related to executive compensation and disclosure.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>By providing evidence on the differential impact of 10-K readability on retail versus institutional investors, we shed light on the varying information processing capabilities and engagement strategies across investor types. Our findings also illuminate the interplay between disclosure readability, managerial entrenchment, and earnings management, offering insights into the mechanisms through which poor 10-K readability influences the initiation of shareholder proposals.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Our findings underscore the effectiveness of the Plain Writing Act of 2010 in enhancing transparency and highlight the role of disclosure readability as a tool for shareholder engagement, particularly for retail investors. Further, we show that the Plain Writing Act achieved more than its original goal of promoting clear and transparent communication between the government and the public; it also achieved an unintended outcome by prompting firms to adopt clear writing norms.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"34 1","pages":"18-40"},"PeriodicalIF":5.5,"publicationDate":"2025-05-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145930862","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":"State Expropriation Risk and Ownership Structure: Evidence From Cash Holdings Around the World","authors":"Dimitris Andriosopoulos,&nbsp;Tiago Loncan","doi":"10.1111/corg.12656","DOIUrl":"https://doi.org/10.1111/corg.12656","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>Does the interaction of ownership structure and state expropriation risk affect corporate cash holdings? We address this question by assessing whether corporate ownership structure can amplify or mitigate the effect of greater state expropriation risk, captured by country-level corruption, on cash.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using all publicly listed firms (circa 52,000 firms) from 87 countries over a 20-year period, we show that the interaction of corruption with ownership structure has a first-order effect on firms' cash holdings. Greater corruption leads firms to reduce cash holdings to mitigate the risk of expropriation by the state. This effect is stronger for diffuse ownership firms, which are more susceptible to the risk of expropriation by insiders and the state relative to concentrated ownership firms. We also find that compared with concentrated ownership firms, diffuse firms with more cash respond to corruption increases by making larger dividend payouts and investments in illiquid assets, thus sheltering cash from expropriation.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>We test the “twin agency” theoretical prediction of Stulz, suggesting that the effect of state expropriation on firms is heterogenous across different ownership structures and that greater corruption increases the risk of expropriation more for diffused vis-à-vis concentrated ownership firms. We also show that ownership concentration and corruption have a twin effect on corporate cash holdings.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>We show that ownership structure, corruption, and their interaction are important determinants of corporate cash. Hence, the associated conflicts between controlling and minority investors can shape firms' liquidity management.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1488-1515"},"PeriodicalIF":5.5,"publicationDate":"2025-05-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12656","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145522159","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":"How Does CEO Cognitive Style and Board Characteristics Impact Strategic Risk-Taking?","authors":"Xiaoyu Tian,&nbsp;Lidong Wu","doi":"10.1111/corg.12654","DOIUrl":"https://doi.org/10.1111/corg.12654","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study portrays the different cognitive styles of CEOs to reveal their mechanisms of influence on corporate strategic risk-taking, and further explores the moderating roles of board cognitive diversity and board expertise, so as to better understand the executive psychological processes of corporate strategic decision-making and risk management.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>The research indicates a negative effect of CEO analytic cognitive style on corporate strategic risk-taking, and a positive effect of intuitive cognitive style. These relationships are moderated by board structure characteristics. Specifically, as board cognitive diversity increases, the negative effect of CEO analytic cognitive style on corporate strategic risk-taking decreases, while the positive effect of intuitive cognitive style increases. Additionally, we find that board expertise strengthens the negative effect of analytic cognitive style on strategic risk-taking and weakens the positive effect of intuitive cognitive style on strategic risk-taking.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>We analyze the impact of CEO cognitive style on corporate strategic risk-taking, extending the understanding of how executives' cognitive psychological traits influence corporate strategic decision-making and enriching the literature on upper echelons theory, and providing new insights for research on corporate risk management. By integrating UET and RDT, we explore the moderating roles of board cognitive diversity and board expertise in the relationship between CEO cognitive style and corporate strategic risk-taking, revealing the interactive mechanism between board structure and CEO cognitive trait.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This study highlights the importance of executive cognitive style and board characteristics in corporate strategic decision-making, and provides practical guidance for firms to optimize top management and decision-making mechanisms to achieve optimal strategic decisions in complex and dynamic business environments.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1437-1471"},"PeriodicalIF":5.5,"publicationDate":"2025-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145521421","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":"Diverse Boards, Divided Outcomes: Ethnic Minority Independent Directors in Focus","authors":"Aaron Afzali,&nbsp;Hanna Silvola","doi":"10.1111/corg.12653","DOIUrl":"https://doi.org/10.1111/corg.12653","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study examines the relationship between the representation of ethnic minority independent directors (hereafter, minority directors) on corporate boards, CEO–employee pay disparity, and workforce diversity. It addresses a critical gap in understanding the effectiveness of minority directors as corporate monitors, particularly amidst growing pressure on leading US firms to improve minority representation at both board and organizational levels.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using data from S&amp;P 1500 firms (2017–2022), we find that minority directors on corporate boards are linked to higher CEO–employee pay disparity, driven by increased CEO compensation and reduced employee pay. On a positive note, minority directors are associated with initiatives like employee resource groups and greater ethnic minority representation among staff and managers. These findings remain consistent across analyses addressing endogeneity concerns like difference-in-differences and entropy balancing.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>The study contributes to the literature by investigating the role of minority directors in corporate governance, particularly in relation to pay disparities and workforce diversity. It offers new insights into the potential benefits and complexities of minority representation on corporate boards.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>The inclusion of minority directors enhances diversity initiatives like employee resource groups and increasing minority representation across the workforce but may shift board focus away from rigorous oversight. This can lead to unintended outcomes, such as greater pay disparities and weaker pay–performance alignment. Balancing diversity efforts with robust governance is essential to ensure both inclusion and effective oversight.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1411-1436"},"PeriodicalIF":5.5,"publicationDate":"2025-04-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12653","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145522361","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 Independence and Bank Risk-Taking: A Meta-Analysis of the Role of Formal Institutions","authors":"Kwabena Aboah Addo,&nbsp;Makafui Kwame Kumodzie-Dussey,&nbsp;Leonid Pugachev,&nbsp;Ettore Spadafora","doi":"10.1111/corg.12649","DOIUrl":"https://doi.org/10.1111/corg.12649","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>Although scholars drawing on the classic agency framework predict a positive relationship between board independence and bank risk-taking, scholars adopting a contingency approach predict that such a relationship may not be positive. This theoretical debate is reflected in the inconclusive empirical evidence. In this study, building on the new institutional economics tradition, we go beyond a universal approach to our focal relationship and further advance a contingency approach to the agency framework.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>In a retrospective meta-analysis combining 81 primary studies from 2002 to 2022 that cover 106 countries, we find that the board independence–bank risk-taking relationship is not universal but contingent on the institutional conditions facing the bank. Specifically, we find that our focal relationship is positively moderated by the level of depositor monitoring and negatively moderated by regulatory stringency. Moreover, we find that the effect of depositor monitoring is negatively moderated by regulatory stringency.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our study simultaneously relaxes two central assumptions of classic agency theory and shows that formal institutions, and in particular those protecting stakeholders' interests, can directly affect independent directors' efficacy as shareholder agents. We also point out the ability and incentives of independent directors to monitor in the interest of shareholders as the relevant causal mechanisms. Lastly, we add to research adopting a polycentric view of institutions and complement a burgeoning research stream examining corporate governance bundles.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practice/Policy Implications</h3>\u0000 \u0000 <p>Our study adds to the debate among practitioners and policymakers on what constitutes good bank governance. It also intersects the debate on the relative merits of market and regulatory discipline in banking.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1302-1324"},"PeriodicalIF":5.5,"publicationDate":"2025-04-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145521927","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 of Directors and Initial Public Offerings in Unregulated Financial Markets: Evidence From Belgium a Century Ago","authors":"Marc Deloof,&nbsp;Luca Farè,&nbsp;Michele Meoli,&nbsp;Silvio Vismara","doi":"10.1111/corg.12652","DOIUrl":"https://doi.org/10.1111/corg.12652","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>At the turn of the 20th century, firms raised capital in a highly unregulated market characterized by severe information asymmetries and weak legal protection. In such a context, does the board of directors (BOD) play a significant role? If so, how?</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>We examine the relationship between the size and structure of the BOD and the market valuation and long-term performance of 668 initial public offerings (IPOs) on the Brussels Stock Exchange from 1890 to 1914. Consistent with hypotheses based on agency theory and resource dependence theory, we document an inverted U-shaped relationship between the size of the BOD and IPO valuation. Exploiting the BOD dual structure of Belgian firms, we reveal that the ratio of executive to supervisory board size influences the IPO long-term performance. Firms with a greater number of executive board members relative to supervisory board members are more likely to delist within 5 years of the IPO and exhibit lower buy-and-hold returns. The role of BOD is more pronounced for IPOs that are more likely to suffer from information asymmetry.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Research on BOD has predominantly focused on contemporary and regulated contexts or on large companies. By investigating the relationship between the BOD and IPOs from a historical perspective, we document that corporate governance matters for both short-term and long-term IPO prospects in a context of unregulated financial markets, very poor investor protection, and high information asymmetry.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Our results suggest that BOD is critical when investors cannot rely on regulation to cope with poor information and protection. While investors consider the size of the BOD at the time of the offering, they should also pay attention to its structure, as it strongly influences the firm's long-run performance.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1384-1410"},"PeriodicalIF":5.5,"publicationDate":"2025-04-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12652","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145521650","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":"Impact of D&O Insurance on the Disciplinary Effects of Litigation: Insights From China's Special Representative Litigation","authors":"Yijun Liu,&nbsp;Conggang Li,&nbsp;Yuan George Shan,&nbsp;Rong Xu","doi":"10.1111/corg.12651","DOIUrl":"https://doi.org/10.1111/corg.12651","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study examines the extent to which directors' and officers' liability insurance (D&amp;O insurance) mitigates the disciplinary impact of litigation, potentially leading to firm value depreciation.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>This research is based on the 2021 Kangmei Pharmaceutical case, which introduced special representative litigation in China. The results reveal that D&amp;O insurance substantially reduces the positive stock market reaction to the litigation reform. Tests reveal that various factors moderate this negative correlation, including ownership structure (state ownership and tunneling effects), internal governance features (independent directors' incompetence, executive reputation, and board committee oversight), and the external governance environment (monitoring by analysts and media). The negative association between D&amp;O insurance and cumulative abnormal returns during the event is greater among firms with higher D&amp;O insurance premiums, highlighting the complex dynamics between D&amp;O insurance, governance mechanisms, and litigation risk.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>This study highlights that D&amp;O insurance weakens the disciplinary effects of litigation, affirming its role as an effective risk-transfer mechanism, even in emerging markets like China. It provides fresh insights into the influence of D&amp;O insurance amid China's recent litigation reforms, particularly the 2019 revision of the Securities Law and implementation of special representative litigation.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This study provides evidence that D&amp;O insurance may weaken the value-enhancing effects of litigation system reforms, emphasizing the need for companies to exercise caution when adopting D&amp;O insurance as a risk management tool. It underscores the significant role of D&amp;O insurance in corporate governance during periods of judicial transformation in emerging markets.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1350-1383"},"PeriodicalIF":5.5,"publicationDate":"2025-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145521492","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":"On the Effectiveness of Gender Quotas: Insights From Shareholder Preferences","authors":"Magnus Blomkvist,&nbsp;Eva Liljeblom,&nbsp;Anders Löflund,&nbsp;Etienne Redor","doi":"10.1111/corg.12650","DOIUrl":"https://doi.org/10.1111/corg.12650","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study examines whether the shareholder preferences for female directors alter around the introduction of mandated gender quotas in France. In addition, we analyze whether shareholders revalue female qualifications different from male ones around quota introductions.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>We observe greater shareholder support for female nominees subsequent to the quota introduction. However, the disparities in voting outcomes between female and male nominees can be entirely explained by controlling for director characteristics. This suggests that female directors, with valuable characteristics such as independence, are to a greater extent nominated post-quota. An important discovery from our analysis is that shareholders revise their assessment of female qualifications post-quota, thereby establishing female qualifications as equally valuable as those of their male counterparts.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Contrary to the arguments of gender quota opponents, our findings indicate that the supply of qualified female candidates meets the quota induced incremental demand. The results suggest that the prior underrepresentation of female directors stems from director labor market frictions. Overall, our study has significant implications for the ongoing debate concerning mandated gender quotas in shaping corporate governance practices.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Our analysis has policy implications, as neither shareholder votes for female directors nor the stock market reactions around the quota introduction show evidence of mandated gender quotas having adverse effects. Instead, we observe positive externalities by altering shareholders' perceptions of the qualifications of female directors. This suggests that mandated gender quotas can serve as a pivotal catalyst for change, even in countries with notably low female pre-quota board representation.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"33 6","pages":"1325-1349"},"PeriodicalIF":5.5,"publicationDate":"2025-03-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"145522231","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}