公司治理评论最新文献

{"title":"ProMarket 11 Recommends Financial Advisor with AI, Yet It Gets No Interest from Italian Financial Services. Why R. Abravanel Is Wrong and Why No Italian Google Exists","authors":"F. Neri","doi":"10.2139/ssrn.3921956","DOIUrl":"https://doi.org/10.2139/ssrn.3921956","url":null,"abstract":"This discussion paper presents some general insights on the Italian technology transfer environment that the author has gained founding ProMarket 11, an Italian innovative startup, five years ago. During that period, ProMarket 11 has contacted several financial service institutions in Italy, all claiming to have internal R&D centres or being startup friendly or being open innovation organizations, for setting up a pilot project to test the technology. The answers received are worth thinking about. The paper also proposes that no Italian Google (or other Italian multinational internet companies) exists because of the peculariaty of the Italian tech transfer environment. Finally the paper proposes how the Italian tech transfer environment could be radically changed by presenting an opposite view to that by Abravanel.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2021-09-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"79258884","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Corporate Real Estate Usage and Firm Valuation: Evidence from a Dynamic Partial Adjustment Model","authors":"Qing Li, David C. Ling, Q. Yin","doi":"10.2139/ssrn.3942997","DOIUrl":"https://doi.org/10.2139/ssrn.3942997","url":null,"abstract":"The trade-off between the potential benefits and costs of using corporate real estate (CorRE) in the production process creates an optimal level of CorRE that varies over time and across firms. We document the importance of conditioning on a firm’s optimal CorRE usage when analyzing the influences of CorRE on firm valuations and stock returns. Using a dynamic partial adjustment model, we estimate differences in firms’ actual CorRE usage from optimal levels and the speed at which firms move toward their optimal CorRE usage. We find that investors tend to punish the valuation of companies that deviate from optimal CorRE usage, probably through the channel that large deviations from optimal CorRE usage hurt firm profitability. The positive stock return-CorRE relationship documented by previous studies mainly holds for firms with too little CorRE.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2021-09-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"76871583","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Rights of Secured Creditors under Indian Insolvency Law","authors":"Suharsh Sinha, Gausia Shaikh, Urmika Tripathi","doi":"10.2139/ssrn.3911913","DOIUrl":"https://doi.org/10.2139/ssrn.3911913","url":null,"abstract":"Credit is the lifeblood of an economy. Additionally, secured credit holds further importance as it enables a borrower to seek credit even in a weak cashflow situation. This is because, in a secured credit transaction, lenders have recourse to the assets of the borrower, as opposed to merely relying on the borrower’s ability to service debt. Considering the underlying advantage in the form of rights over the borrower’s assets which significantly affects the creditor’s credit decision it is important to look at how these rights change when the borrower undergoes corporate restructuring? In this paper, the authors provide an analysis of such creditors in insolvency and liquidation proceedings of companies under India’s relatively nascent Insolvency and Bankruptcy Code, 2016. In this background, the authors trace the rights of secured creditors across different stages of the proceedings under the law, and reviews evolving case law pertinent issues such as validity of differential pay-outs to secured and unsecured creditors, treatment of competing security interests and inter-creditor agreements in insolvency and liquidation proceedings under the IBC.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2021-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"81596023","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Do Lenders Still Monitor? Leveraged Lending and the Search for Covenants","authors":"Frederick Tung","doi":"10.2139/ssrn.3882862","DOIUrl":"https://doi.org/10.2139/ssrn.3882862","url":null,"abstract":"It was once conventional wisdom that lenders routinely influenced corporate managers’ decision making. Covenants constrained borrower risk taking and compelled specific affirmative obligations to protect lenders. Recent policy discussion, however, laments loan markets’ turn to various forms of high-risk lending. So-called leveraged loans — relatively risky, below-investment-grade loans — more than doubled in outstanding dollar terms, growing from about $550 billion in 2010 to $1.2 trillion by 2019. These risky loans have taken up a larger and larger share of the loan markets over time. More leveraged loans are also “covenant-lite,” issued without traditional financial maintenance covenants. And regulators worry about “add-backs” — borrowers’ growing practice of making upward adjustments to projected earnings that tend to weaken leverage constraints. Moreover, bank regulatory changes have incentivized “originate-to-distribute” loan syndications that enable non-bank lenders to hold and trade leveraged loans too risky for banks to keep. Syndicated lending now involves greater and greater participation by nonbank or “institutional” lenders like hedge funds, CLOs (collateralized loan obligations), and mutual funds. Commentators worry about the new species of risky loans, with their dearth of traditional covenants and the fewer instances of lender intervention, which may portend instability in debt markets. At the same time, weakened covenant protections may lead to weakened corporate governance. In this Article, I respond to these fears, arguing that they may be overblown. The increasing share of leveraged and covenant-lite loans may not necessarily evidence undisciplined debt issuance. Many seemingly troublesome loans are issued as subparts of deals that include loans with traditional covenants and cross-default provisions, which effectively constrain borrower behavior. Though add-backs may increase firm leverage, they may also improve the informativeness of earnings-based financial covenants. In addition, while the incidence of loan covenant violations has dropped dramatically across U.S. public firms, recent research suggests that covenants have become more efficient. In effect, covenants are doing more with less. Financial covenants have generally become less restrictive and more discriminating in differentiating distress from non-distress situations.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2021-07-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"79564296","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Once Bitten, Twice Shy: Learning From Corporate Fraud and Corporate Governance Spillovers","authors":"Trung Nguyen","doi":"10.2139/ssrn.3866082","DOIUrl":"https://doi.org/10.2139/ssrn.3866082","url":null,"abstract":"This paper finds that investors learn from their experience with corporate fraud and financial misconduct and modify their investment behavior to avoid suspicious firms and increase corporate governance efforts. More specifically, mutual funds that experienced corporate fraud at one of their portfolio firms subsequently chose firms with lower probabilities of fraud and financial misconduct, compared to otherwise similar funds that did not experience any corporate malfeasance incidents. Furthermore, mutual funds that experienced corporate fraud intensify their corporate governance activities and vote significantly more against management at other firms in their portfolios, compared to the voting behavior at the same firms by otherwise similar funds but that did not experience any fraud, especially on issues related to director election, audit, and financial statement. I find that fraud-experienced investors are significantly less likely to vote for problematic directors. Finally, I find that firms held by more fraud-experienced investors observe a significant drop in the propensity to get an accounting fraud sanction in subsequent years. Taken together, my results show that learning and experience play a critical role in corporate governance spillovers, fraud detection, and deterrence.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2021-06-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"86326597","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"\"Barbarians at the Ticket Gate\": Private Equity's Arrival in American Sports Leagues","authors":"Tanner Schenewark","doi":"10.2139/ssrn.3825319","DOIUrl":"https://doi.org/10.2139/ssrn.3825319","url":null,"abstract":"The year 2020 will stand out for many reasons in the world of American sports, but one of the most impactful developments may be also be one of the least discussed: the arrival of private equity into the United States’ major sports leagues. For decades, private equity firms have been barred from taking equity stakes of any kind—minority or majority—in most of the top-tier leagues. The few exceptions to this rule have been just that. Now, rule changes to several leagues’ bylaws allow for a new influx of private equity capital with more changes likely on the horizon. <br><br>In this article, I make the case for why U.S. sports leagues should not only welcome the current inflow of private equity investment but also make additional permanent changes to league bylaws in order to encourage and expand future investment. Specifically, leagues should expand private equity investment to include opportunities for majority ownership. Welcoming private equity into American sports promises a number of broad benefits to current franchise owners and league executives: First, competition for teams’ minority ownership stakes will increase as bidding on those stakes is opened to up to the significantly larger pool of buyers represented by private equity funds. This, in turn, will lead to higher team and league valuations, benefitting current owners. Second, broadening the pool of potentials owners ensures that those allowed to buy in will be better fits with the franchises they join. Third, increased involvement with private equity funds will lead to innovation in deal structures, creating value in a historically inefficient industry. Fourth, private equity’s involvement will improve governance and structure across American sports leagues. And, lastly, opening doors widely to private equity will reduce the threat that funds interested in sports might decide to compete directly with existing organizations. There are, of course, potential downsides to increasing funds’ involvement in sports. Most probable is public backlash against fund-led ownership groups, which the public are likely to perceive as being involved solely for the money as opposed to being in it for the love of the game. (And certainly funds will be in the game with a focus on profits.) This backlash could lead to increased calls for financial disclosures from team and league stakeholders. However, for reasons this article discusses, increased disclosure as a result of public ownership and trading of franchises seems likely to be in the cards regardless of whether private equity has a seat at the table.<br><br>The article is organized into three main sections. The first section begins by exploring how private equity has both interacted with and been perceived by sports leagues in the United States prior to current developments. It then details the specific ways leagues’ recent organizational changes are inviting private equity investment and how managers of private capital have sprung into action to t","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2021-04-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83768566","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Hidden Non-Performing Loans in China","authors":"Ben Charoenwong, Meng Miao, Tianyue Ruan","doi":"10.2139/ssrn.3662344","DOIUrl":"https://doi.org/10.2139/ssrn.3662344","url":null,"abstract":"We study non-performing loan (NPL) transactions in China using proprietary data from a leading market participant. We find these transactions – driven by tighter financial regulation – are consistent with banks concealing non-performing assets from regulators as (i) transaction prices do not compensate for credit risks even though the transactions are supposed to transfer risks; (ii) banks provide funding for the NPL transactions and remain contractually responsible for debt collection for the NPLs removed from their balance sheets; and (iii) over 70% of NPL packages are re-sold at inflated prices to third-parties who are mostly borrowers of the banks and are in the same local areas as the original banks. Altogether, these results imply the transactions do not truly resolve NPLs and raise the question how exposed banks remain to the hidden NPLs. Recognizing these hidden NPLs implies the total NPLs in China is two to four times the reported amount. We discuss implications for financial stability.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2021-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"77455937","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Nature of Partnership in Bangladesh With Special Reference To The Case Of Cox vs Hickman (1860) 8 H. L. C. 268","authors":"Isfar Tehami","doi":"10.2139/ssrn.3807789","DOIUrl":"https://doi.org/10.2139/ssrn.3807789","url":null,"abstract":"The Nature of Partnership in Bangladesh is discussed here. This is just a short basic discussion on this matter. Nothing extensively discussed here regarding the rules, rights of the parties etc. Basically the concept of partnership, how far adopted and introduced, is discussed here.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2021-03-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"79885889","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Assessment the Internal Control System of Banks","authors":"Tim Sovaniski","doi":"10.2139/ssrn.3794432","DOIUrl":"https://doi.org/10.2139/ssrn.3794432","url":null,"abstract":"This research attempt to explore to determine and investigate the main roles of auditing in corporate governance around the world especially in Slovenia, A large number of studies concerned with auditing and corporate governance have been conducted using US and UK data.<br><br>The objective of this research is to contribute to understanding the auditing and roles of auditing in corporate governance. Determine the nature of the Audit Committee and the dimensions of their role in promoting corporate governance and implementation mechanisms.<br><br>The study recommended that the role of corporate governance must be adopted in all organizations in Slovenia.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2021-02-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"73803237","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Bank Supervision: A Legal Scholarship Review","authors":"J. Hill","doi":"10.2139/SSRN.3777580","DOIUrl":"https://doi.org/10.2139/SSRN.3777580","url":null,"abstract":"Banks always have someone watching over their shoulders, gauging compliance with law, evaluating risk, and correcting behavior. This is bank supervision. We expect a lot from bank supervision. It is supposed to ensure that banks operate in a safe and sound manner, mitigate systemic risk in the larger financial system, promote fair and efficient markets, protect consumers and other bank customers, and maybe more. Legal scholarship scrutinized bank supervision and asks whether legal changes could help supervision more completely reach its goals. Often, however, legal scholarship passes briefly over bank supervision, instead focusing bank regulation (the establishment of the legal rules that banks must operate within). This literature review summarizes existing legal scholarship on banking supervision, examines why supervision is overlooked, and provides possible avenues for future work on supervision.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2021-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"80682076","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}