Corporate Governance-An International Review最新文献

{"title":"Bond-blockholders and corporate acquisitions","authors":"Chune Young Chung,&nbsp;Sunghoon Joo,&nbsp;Sanggyu Kang","doi":"10.1111/corg.12546","DOIUrl":"10.1111/corg.12546","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>We examine whether bond-blockholders provide additional, distinct monitoring roles in merger and acquisition (M&amp;A) processes beyond those of equity-blockholders. Using a sample of 4309 M&amp;A deals reported between 2001 and 2010, we shed new light on the monitoring spillover effects of bondholders to shareholders in the context of M&amp;As.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Our findings demonstrate a positive relationship between the presence of bond-blockholders (or a change in their position) and acquiring firms' abnormal return announcements, which supports the monitoring spillover effects from bondholders to shareholders in M&amp;A processes. Our subsample analyses indicate that bond-blockholders are better monitors of (1) overconfident CEOs engaging in M&amp;As, (2) CEOs exhibiting risk-taking behavior in M&amp;As, and (3) entrenched managers participating in M&amp;As. Moreover, we discover a positive association between the previous quarter's changes in “monitoring” bond-blockholders' positions and the acquiring firms' 3-day cumulative abnormal returns (CARs).</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>In corporate finance literature, equity-blockholders have long been recognized as effective monitors. Despite the importance of debt as most firms' primary funding source, the benefits of debt for monitoring the efficiency of managers and their organizations have been largely overlooked in the existing literature. Thus, this study provides evidence on the additional and distinct monitoring roles of bond-blockholders beyond those of equity-blockholders in M&amp;A processes and the impact of bond-blockholders on shareholders' wealth around M&amp;A announcements.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This study offers insights to policymakers interested in enhancing the legitimacy of corporate governance on the monitoring spillover effects of bondholders to shareholders in the context of M&amp;As. In addition, our findings suggest that bondholders can have a long-term perspective beyond the limited time horizon of bond maturity and influence M&amp;A processes positively. Thus, this study has significant implications for managers and practitioners interested in which investors positively affect M&amp;As.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 3","pages":"391-407"},"PeriodicalIF":5.3,"publicationDate":"2023-06-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"47391206","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":"Do family ownership and control influence the consequences of IFRS adoption?","authors":"Chloe Yu-Hsuan Wu,&nbsp;Hwa-Hsien Hsu,&nbsp;Che-Hung Lin","doi":"10.1111/corg.12537","DOIUrl":"10.1111/corg.12537","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study investigates whether the impact of the mandatory adoption of the International Financial Reporting Standards (IFRS) on earnings management practices varies between family and non-family firms. Specifically, we examine the effects of different family ownership configurations and the CEO family identity.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>We find that firms in Taiwan use less accrual-based earnings management (ABEM) under the IFRS but more real earnings management (REM). On average, IFRS adoption is less likely to result in upward ABEM and REM in family firms than in non-family firms. However, family firms with greater family ownership, lower family cash–vote divergence, a founder CEO, or a professional CEO are more likely to promote the positive effect of the IFRS on ABEM and mitigate the negative effect of the IFRS on REM. Furthermore, these firms are less likely to substitute ABEM with REM after the transition to the IFRS.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>While recent literature has paid increasing attention to various governance characteristics that shape management's reporting incentives and, thus, affect the consequences of mandatory IFRS adoption, we focus on family firms in which the principal–principal agency relationship between controlling owners and other shareholders is salient. We highlight the effect of family owners' different agency features in relation to a structural change in the accounting regime.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This study addresses how a firm's corporate governance influences the net benefits of implementing new accounting standards. Our evidence offers insights to policymakers and capital market participants, showing that variations in family owners' reporting incentives may have different impacts on the consequences of adopting the IFRS.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 2","pages":"348-371"},"PeriodicalIF":5.3,"publicationDate":"2023-06-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"41511650","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":"Do foreign institutional investors influence corporate climate change disclosure quality? International evidence","authors":"Sudipta Bose,&nbsp;Edwin KiaYang Lim,&nbsp;Kristina Minnick,&nbsp;Syed Shams","doi":"10.1111/corg.12535","DOIUrl":"10.1111/corg.12535","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>We examine the association between foreign institutional ownership and climate change disclosure quality from 2006 to 2018 across 34 countries. We find that firms with a higher level of foreign institutional ownership demonstrate better quality climate change disclosures, whereas domestic institutional ownership has immaterial impacts on such disclosures. We utilize a difference-in-differences (DiD) analysis using a firm's addition to the Morgan Stanley Capital International (MSCI) index as an exogenous shock to control for endogeneity. Our findings are robust to various other endogeneity controls. We also establish evidence on an indirect effect of climate change disclosure quality in mediating the positive association between foreign institutional investors and firm valuation.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>We find that the positive association between foreign institutional ownership and climate change disclosure quality is more pronounced for (1) firms domiciled in stakeholder-orientated countries, (2) firms domiciled in countries that adopt emission trading schemes, and (3) firms with a greater level of information asymmetry. Additionally, our results are more robust when foreign investors are domiciled in countries that care more about the environment.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our study contributes to climate change disclosures, corporate governance, and international business literature by showing that foreign rather than domestic institutional investors contribute to improved corporate climate change disclosure quality in their portfolio firms.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Our study urges regulators to increase their market oversight, especially in firms with less foreign institutional ownership. This is required because such firms are prone to exhibiting poorer accountability for their climate risk management practices, and their disclosures are bereft of effective external monitoring mechanisms.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 2","pages":"322-347"},"PeriodicalIF":5.3,"publicationDate":"2023-05-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12535","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46589545","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":"Could “Lehman Sisters” reduce bank risk-taking? International evidence","authors":"Anh Hoang,&nbsp;Qiongbing Wu","doi":"10.1111/corg.12530","DOIUrl":"10.1111/corg.12530","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research question/issue</h3>\u0000 \u0000 <p>Since the global financial crisis triggered by the collapse of Lehman Brothers, board gender diversity has attracted growing attention among academia and policy makers. The “Lehman Sisters” hypothesis argues for more female representation on bank director boards based on the stereotyped gender gap in risk preference, which has been widely supported by empirical studies on nonfinancial firms. However, due to the constraint of data unavailability, empirical research on board gender diversity and bank risk-taking is relatively scarce and mostly confined to individual developed markets with inconclusive findings. In this paper, we examine the impact of board gender diversity on bank risk-taking using a large hand-collected dataset covering 480 commercial banks across 18 developed and 21 developing countries over the period 2007–2016.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research findings/insights</h3>\u0000 \u0000 <p>We find that lower bank risk-taking is associated with greater board gender diversity, supporting the “Lehman Sisters” hypothesis in the international context; however, this effect is significantly weakened in countries with more hostile perception toward working women. We also confirm the critical threshold of three female directors to play a significant role in reducing bank risk-taking, providing novel international evidence in support of the critical mass theory from the banking sector.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/academic implications</h3>\u0000 \u0000 <p>Our findings help to reconcile existing contradictory empirical evidence from different countries by highlighting the importance of cultural effects.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/policy implications</h3>\u0000 \u0000 <p>We provide the first international empirical evidence in support of the policies aimed to promote representation of women on director boards, particularly in the banking sector. We confirm that a critical mass number of female directors on a bank board is important to avoid the tokenism problem. In countries with less support toward working women, policy makers also need to work on improving the overall working environment for women in order to achieve the expected outcome.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 2","pages":"297-321"},"PeriodicalIF":5.3,"publicationDate":"2023-05-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12530","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46707560","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":"CGIR Special Issues","authors":"","doi":"10.1111/corg.12533","DOIUrl":"https://doi.org/10.1111/corg.12533","url":null,"abstract":"<p>No abstract is available for this article.</p>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"31 3","pages":"536-537"},"PeriodicalIF":5.3,"publicationDate":"2023-05-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"50124329","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 case for robust academic research on corporate governance","authors":"Konstantinos Stathopoulos,&nbsp;Till Talaulicar","doi":"10.1111/corg.12531","DOIUrl":"10.1111/corg.12531","url":null,"abstract":"","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"31 3","pages":"400-404"},"PeriodicalIF":5.3,"publicationDate":"2023-05-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46457051","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":"Corporate Governance and Evolving Corporate Disclosures: Global Challenges and Opportunities for Research and Policy","authors":"","doi":"10.1111/corg.12534","DOIUrl":"https://doi.org/10.1111/corg.12534","url":null,"abstract":"<p>No abstract is available for this article.</p>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"31 3","pages":"538-542"},"PeriodicalIF":5.3,"publicationDate":"2023-05-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"50116333","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":"Does the presence of a general counsel in top management affect securities class action lawsuits?","authors":"Audrey Wen-Hsin Hsu,&nbsp;Sophia Liu","doi":"10.1111/corg.12527","DOIUrl":"10.1111/corg.12527","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study investigates the effect of the presence of a firm's general counsel on the top management team on the likelihood that a US publicly traded company is targeted by a securities class action (SCA).</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using a US sample of class action lawsuits against publicly traded companies, we provide evidence that firms whose top management includes the general counsel (TMC) are less likely to be involved in SCAs. We further investigate the association of the presence of a TMC with the subsequent four litigation outcomes: market reaction to the lawsuits, duration of the lawsuit process, dismissal of the lawsuit, and the settlement approved by the courts. We find that firms with a TMC experience more favorable consequences on all four dimensions of litigation outcomes. The results hold after controlling for endogeneity, unobserved firm-related omitted variable bias, and monitoring mechanisms.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>The findings support that establishing a TMC acts as an effective governance mechanism in reducing corporate litigation risk and adverse legal outcomes.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Our evidence suggests that a TMC can help monitor operating and financial decisions. This study suggests that Section 307 of the Sarbanes–Oxley Act (SOX) works in terms of explicitly emphasizing the general counsel's responsibility. Thus, this study offers insights to policymakers who are interested in enhancing the function of the governance mechanism by which a corporate general counsel can influence the capital market.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 2","pages":"275-296"},"PeriodicalIF":5.3,"publicationDate":"2023-04-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48603255","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":"All in the family? The impact of founder directors and family governance on microfinance institutions' social performance","authors":"Shahadat Hossain,&nbsp;Jeremy Galbreath,&nbsp;Mostafa Monzur Hasan,&nbsp;Trond Randøy","doi":"10.1111/corg.12528","DOIUrl":"10.1111/corg.12528","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study investigates the impact of family governance, including founder directors and their ties to family members on the board, on the social performance of microfinance institutions (MFIs), a special kind of social enterprise with dual objectives.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using a dataset of 735 MFIs operating in Bangladesh from 2007 to 2017, we find that founder directors and board members with family ties to the founder have an adverse impact on MFIs' social performance. These findings hold when we perform several robustness tests and endogeneity tests.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>We contribute to the corporate governance literature on MFIs and social enterprises in two ways. First, our findings suggest that, when MFIs are confronted with dual performance objectives, founder directors may “trade off” social outcomes in favor of economic outcomes and therefore adversely affect MFIs' social performance. Second, our findings extend the literature by showing that the presence of board members with family ties to founder directors also adversely affects MFIs' social performance.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This study suggests that MFIs' board composition influences their governance and ability to oversee their social and financial performance effectively. If MFIs' social performance is a major concern of national policy makers, then regulation should be put in place to limit board recruitment with family ties.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 2","pages":"249-274"},"PeriodicalIF":5.3,"publicationDate":"2023-04-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12528","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"45356386","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":"A matter of time: The influence of underperformance duration on corporate misconduct","authors":"Amy Tong Zhao,&nbsp;Shufeng Xiao","doi":"10.1111/corg.12526","DOIUrl":"10.1111/corg.12526","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study examines firms' reactions to the duration of underperformance. We posit that firms are more likely to engage in misconduct to solve the problem of underperformance as the length of time a firm has been underperforming prolongs. Further, we investigate how divergent external governance actors shape underperforming firms' motivation for misconduct and consequently affect their responses to underperformance duration.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using bivariate probit estimations for panel data of 2662 Chinese publicly listed firms during 2007–2018, we uncover that underperformance duration is positively associated with the likelihood of a corporate misconduct commission. In addition, the positive relationship between the duration of firm underperformance and corporate misconduct is mitigated by the level of state ownership but reinforced by the number of analysts covering the firm.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>This study extends the behavioral theory of the firm by incorporating the construct of underperformance duration from a time perspective, which is a proactive signal of firms' illicit decisions. We show that the duration of underperformance is positively associated with the likelihood of corporate misconduct, which is moderated by the firms' external governance actors who have different time pressures to solve financial problems.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This study offers insights for regulators interested in the prevention of ex-ant misconduct. Identifying underperformance duration as a critical predictor of illegal activities helps to improve regulators' vigilance. Moreover, a holistic executive evaluation system that shows more tolerance for short-term underperformance is needed.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 2","pages":"228-248"},"PeriodicalIF":5.3,"publicationDate":"2023-03-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49039023","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}