公司治理评论最新文献

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Why Are Firms Sold? Evidence from Acquisitions of European Private Firms 为什么公司会被出售?来自收购欧洲私营企业的证据
公司治理评论 Pub Date : 2016-05-01 DOI: 10.2139/ssrn.2667676
Yeejin Jang, Natalia Reisel
{"title":"Why Are Firms Sold? Evidence from Acquisitions of European Private Firms","authors":"Yeejin Jang, Natalia Reisel","doi":"10.2139/ssrn.2667676","DOIUrl":"https://doi.org/10.2139/ssrn.2667676","url":null,"abstract":"We examine motives to sell private firms and provide insights into the sources of value creation from acquisitions of private targets. Using a novel dataset, we document that less profitable, highly leveraged private firms that tend to underinvest are likely to be sold. Further, these firms experience a high level of top management turnover around the period of the acquisitions and this turnover is sensitive to poor firm performance. Additionally, we find significant improvement in firm performance such as profitability and sales growth following the acquisitions. These firms also adjust their capital structure towards lower leverage. By and large, our results suggest that sales of private firms facilitate the transition of assets to a more efficient use.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2016-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"89734656","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}
引用次数: 1
Internal Governance and Performance: Evidence from When External Discipline Is Weak 内部治理与绩效:来自外部纪律薄弱的证据
公司治理评论 Pub Date : 2016-04-12 DOI: 10.2139/ssrn.2410027
J. Kalodimos
{"title":"Internal Governance and Performance: Evidence from When External Discipline Is Weak","authors":"J. Kalodimos","doi":"10.2139/ssrn.2410027","DOIUrl":"https://doi.org/10.2139/ssrn.2410027","url":null,"abstract":"The effect of internal governance on performance is potentially economically significant but may be difficult to identify because of confounding external disciplinary mechanisms and the endogenous choice of internal governance. This study addresses those difficulties by using nonprofit hospitals as an economic environment with muted external disciplinary mechanisms and instrumenting for internal governance using governance spillovers of geographically local public firms. Using patient heart attack survival as a measure of performance, a one standard deviation increase in strength of internal governance reduces the probability of death by 0.89 percentage points after controlling for patient characteristics.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2016-04-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"87354891","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}
引用次数: 14
When Principals Conflict: Stakeholder Power, Executive Decision-Making, and the Manipulation of Pension Assumptions 当委托人冲突:利益相关者权力、执行决策与养老金假设操纵
公司治理评论 Pub Date : 2016-04-12 DOI: 10.2139/ssrn.2763825
J. Cobb
{"title":"When Principals Conflict: Stakeholder Power, Executive Decision-Making, and the Manipulation of Pension Assumptions","authors":"J. Cobb","doi":"10.2139/ssrn.2763825","DOIUrl":"https://doi.org/10.2139/ssrn.2763825","url":null,"abstract":"Whereas the dominant theoretical perspective in corporate governance research attends to the conflicting interests between shareholders and executives, in practice executives must frequently adjudicate between the demands of multiple principals with conflicting interests. To investigate how executives cope with these conflicts, I examine how much firms claim they will earn on the assets in their defined benefit (DB) pension plans. In a DB arrangement, participating employees forgo wages in the present in order to receive post-retirement income and they rely on executives to properly fund and manage plan assets for future payout. Executives, however, can act opportunistically by increasing the amount they expect the firm to earn on plan assets, effectively lowering their pension expenses and boosting the firm’s earnings. Whether executives do so, I argue, is determined in part by the power and interests of employees and shareholders as well as the decision-making schemas of the CEO. Through a detailed analysis, I show that equity ownership by bank trusts and public pension funds and the presence of a CEO with a background in finance are associated with higher expected rates, while higher rates of firm unionization are associated with lower expected rates of return on such assets.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2016-04-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"86447685","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}
引用次数: 1
Bend it Like FIFA: Corruption On and Off the Pitch 像FIFA一样弯曲:球场内外的腐败
公司治理评论 Pub Date : 2016-01-14 DOI: 10.2139/ssrn.2719718
C. Boudreaux, R. Coats, G. Karahan
{"title":"Bend it Like FIFA: Corruption On and Off the Pitch","authors":"C. Boudreaux, R. Coats, G. Karahan","doi":"10.2139/ssrn.2719718","DOIUrl":"https://doi.org/10.2139/ssrn.2719718","url":null,"abstract":"Throughout 2015, many of FIFA’s (Federation Internationale de Football Association) top executives were arrested, facing charges of bribery, fraud, and money laundering. On December 21, 2015, FIFA’s own Ethics Committee decided to ban its long-serving president, Joseph “Sepp” Blatter, for eight years. FIFA has long been plagued by allegations of bribery, but has, until recently, been able to get around them, like a well-curved free-kick shot. Being organized as a not-for-profit organization while generating large revenues, FIFA has enjoyed the services of highly paid executives and employees. For-profit firms are regulated largely through the market process, with stockholders having strong incentives to maintain close oversight and demanding transparency of transactions, and being subject to takeover bids. Not-for-profit organizations receive far less oversight, but are subject to regulation from both the country where they are incorporated and the country where they operate. As a monopolist in rule-making and holding a world championship tournament for the world’s most popular sport, FIFA executives and board members are in a position to demand payoffs and/or can punish its adversaries with its venue selection or by banning national teams from tournament participation.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2016-01-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"73772985","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}
引用次数: 22
Covenant Design in Financial Contracts: A Case Study of the Private Equity Acquisition of HCA 金融合同中的契约设计:以私募股权收购HCA为例
公司治理评论 Pub Date : 2015-12-23 DOI: 10.3846/1648715X.2015.1073192
Tzu-Wen Wei, Jyh-An Lee, Chi-Jui Huang, T. Dong
{"title":"Covenant Design in Financial Contracts: A Case Study of the Private Equity Acquisition of HCA","authors":"Tzu-Wen Wei, Jyh-An Lee, Chi-Jui Huang, T. Dong","doi":"10.3846/1648715X.2015.1073192","DOIUrl":"https://doi.org/10.3846/1648715X.2015.1073192","url":null,"abstract":"A buyout deal involves several parties, including private equity firms, the target company, and lending banks. All these parties are legally connected by contractual arrangements, and covenants among all interest parties are important. However, a comprehensive study on designing covenants among parties in a buyout deal to achieve commitment and avoid risk in closing a deal is seldom seen in current literature. By investigating one of the world's largest buyout deals -- the acquisition of Hospital Corporation of America (HCA), this paper not only probes into the design of contracts and covenant, but also provides several managerial implications. This paper concludes that well-designed covenants in buy-out deals can appropriately align all participants’ diversified interests.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2015-12-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83569013","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}
引用次数: 1
The Effects of Institutions and Subsidiary Competence on the International Market Orientation in Foreign-Owned Subsidiaries 制度与子公司能力对外资子公司国际市场导向的影响
公司治理评论 Pub Date : 2015-11-27 DOI: 10.1108/MRR-06-2014-0142
Sven Dahms
{"title":"The Effects of Institutions and Subsidiary Competence on the International Market Orientation in Foreign-Owned Subsidiaries","authors":"Sven Dahms","doi":"10.1108/MRR-06-2014-0142","DOIUrl":"https://doi.org/10.1108/MRR-06-2014-0142","url":null,"abstract":"Purpose - – The purpose of this paper is to enhance our understanding on the effects of national and subnational institutions as well as subsidiary competences on the international market orientation in foreign-owned subsidiaries. Design/methodology/approach - – A postal survey has been conducted based on a census-like database of foreign-owned subsidiaries in the Northwest of England. Findings - – The findings show a positive relationship on the international market orientation for subsidiaries with extended competences and strong links to local suppliers, universities and competitors. A negative association has been found concerning formal institutional distance and strong links to local customers and government institutions. Research limitations/implications - – The survey is limited to foreign-owned subsidiaries in the Northwest of England. Practical implications - – This study implies that subsidiary managers need to take national and subnational institutions as well as subsidiary specific competences into consideration when looking for international market expansion. Originality/value - – The originality of this paper lies in the detailed investigation of institutions at the national and subnational level as well as subsidiary competences on the international market orientation in foreign-owned subsidiaries.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2015-11-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"75565254","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}
引用次数: 17
Trend-Following, Risk-Parity and the Influence of Correlations 趋势跟踪、风险平价和相关性的影响
公司治理评论 Pub Date : 2015-10-12 DOI: 10.1016/B978-1-78548-008-9.50003-4
N. Baltas
{"title":"Trend-Following, Risk-Parity and the Influence of Correlations","authors":"N. Baltas","doi":"10.1016/B978-1-78548-008-9.50003-4","DOIUrl":"https://doi.org/10.1016/B978-1-78548-008-9.50003-4","url":null,"abstract":"","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2015-10-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"89116658","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}
引用次数: 22
Value Creation Drivers in Large Leveraged Buyouts 大型杠杆收购中的价值创造驱动因素
公司治理评论 Pub Date : 2015-06-18 DOI: 10.2139/ssrn.2621525
Daniel Ilg
{"title":"Value Creation Drivers in Large Leveraged Buyouts","authors":"Daniel Ilg","doi":"10.2139/ssrn.2621525","DOIUrl":"https://doi.org/10.2139/ssrn.2621525","url":null,"abstract":"This work employs the most complete data sample of large private equity backed transactions in Germany ranging from 1997 to 2008. This research casts light on the impact of the holding period, the effects of divesting activities and expectations about the future shape of the economy on the performance of deals. A longer holding period is associated with a lower internal rate of return, and, contrary to expectations, this study finds a return diminishing effect of selling subsidiaries of target companies. In addition, I apply a new measure of business expectation: ifo slope. Ifo slope incorporates the theory of the interest term structure as a business economic development indicator. Positive expectations at entry lead to higher returns in the future and periods of economic downturn are stretching the length of the investment dramatically. Finally, larger deals are financed more aggressively with debt and generate more value by multiple expansion than smaller deals.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2015-06-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"76191588","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}
引用次数: 2
Shari’Ah Supervision, Corporate Governance and Performance: Conventional vs. Islamic Banks 伊斯兰教法监管、公司治理与绩效:传统银行与伊斯兰银行
公司治理评论 Pub Date : 2015-04-18 DOI: 10.1016/j.jbankfin.2015.04.030
Sabur Mollah, M. Zaman
{"title":"Shari’Ah Supervision, Corporate Governance and Performance: Conventional vs. Islamic Banks","authors":"Sabur Mollah, M. Zaman","doi":"10.1016/j.jbankfin.2015.04.030","DOIUrl":"https://doi.org/10.1016/j.jbankfin.2015.04.030","url":null,"abstract":"","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2015-04-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"79377234","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}
引用次数: 465
Why Social Enterprises are Asking to Be Multi-Stakeholder and Deliberative: An Explanation Around the Costs of Exclusion 社会企业为何要求多利益主体和审慎:关于排斥成本的解释
公司治理评论 Pub Date : 2015-04-14 DOI: 10.2139/ssrn.2594181
C. Borzaga, Silvia Sacchetti
{"title":"Why Social Enterprises are Asking to Be Multi-Stakeholder and Deliberative: An Explanation Around the Costs of Exclusion","authors":"C. Borzaga, Silvia Sacchetti","doi":"10.2139/ssrn.2594181","DOIUrl":"https://doi.org/10.2139/ssrn.2594181","url":null,"abstract":"The study of multi-stakeholdership (and multi-stakeholder social enterprises in particular) is only at the start. Entrepreneurial choices which have emerged spontaneously, as well as the first legal frameworks approved in this direction, lack an adequate theoretical support. The debate itself is underdeveloped, as the existing understanding of organisations and their aims resist an inclusive, public interest view of enterprise. Our contribution aims at enriching the thin theoretical reflections on multi-stakeholdership, in a context where they are already established, i.e. that of social and personal services. The aim is to provide an economic justification on why the governance structure and decision-making praxis of the firm needs to account for multiple stakeholders. In particular with our analysis we want: a) to consider production and the role of firms in the context of the “public interest” which may or may not coincide with the non-profit objective; b) to ground the explanation of firm governance and processes upon the nature of production and the interconnections between demand and supply side; c) to explain that the costs associated with multi-stakeholder governance and deliberation in decision-making can increase internal efficiency and be “productive” since they lower internal costs and utilise resources that otherwise would go astray. The key insight of this work is that, differently from major interpretations, property costs should be compared with a more comprehensive range of costs, such as the social costs that emerge when the supply of social and personal services is insufficient or when the identification of aims and means is not shared amongst stakeholders. Our model highlights that when social costs derived from exclusion are high, even an enterprise with costly decisional processes, such as the multi-stakeholder, can be the most efficient solution amongst other possible alternatives.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2015-04-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"74143639","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}
引用次数: 22
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