公司治理评论 Pub Date : 2019-12-12 DOI: 10.1017/9781108658386.015

引用次数: 0

Potential Drivers for Change 变革的潜在驱动因素

公司治理评论 Pub Date : 2019-12-12 DOI: 10.1017/9781108658386.043

引用次数: 0

Corporate Law, Financial Markets and Sustainability 公司法，金融市场和可持续发展

公司治理评论 Pub Date : 2019-12-12 DOI: 10.1017/9781108658386.010

引用次数: 0

The Pacific Alliance 太平洋联盟

公司治理评论 Pub Date : 2019-12-12 DOI: 10.1017/9781108658386.030

Alvaro Pereira

引用次数: 0

Index 指数

公司治理评论 Pub Date : 2019-12-12 DOI: 10.1017/9781108658386.058

引用次数: 0

Deregulation and Board Policies: Evidence from Performance Measures Used in Bank CEO Turnover Decisions 放松管制与董事会政策:来自银行CEO离职决策绩效指标的证据

公司治理评论 Pub Date : 2019-12-01 DOI: 10.2139/ssrn.3312243

Rachel M. Hayes, X. Tian, Xue Wang

引用次数: 1

Conflicts and Coalitions 冲突与联盟

公司治理评论 Pub Date : 2019-11-30 DOI: 10.1017/9781108658386.050

David Monciardini

引用次数: 1

Asset Management, Index Funds, and Theories of Corporate Control 资产管理、指数基金和公司控制理论

公司治理评论 Pub Date : 2019-11-12 DOI: 10.2139/ssrn.3483573

Matthew Mallow

{"title":"Asset Management, Index Funds, and Theories of Corporate Control","authors":"Matthew Mallow","doi":"10.2139/ssrn.3483573","DOIUrl":"https://doi.org/10.2139/ssrn.3483573","url":null,"abstract":"Recently, several academic theories have expressed concern over the growth of index funds. Some have argued that the growth of index funds will afford the asset managers who provide them too much influence over the public companies they invest in, through increased voting power and engagement activities. This, they assert, may lead to the effective control of public companies by a few individuals. Conversely, others claim that index fund managers do not, and will not, sufficiently exercise their voting power and potential influence through engagement leading to increased deference to company managements and inadequate monitoring of companies. \u0000 \u0000This paper seeks to ground the debate around asset managers, index funds and corporate control firmly in the practical context of the operation and regulation of asset managers. Acting on behalf of clients, asset managers are incentivized to monitor companies for long-term performance. As minority shareholders, they lack sufficient voting power to exercise control. Voting records exhibit variation in asset manager voting behavior, challenging the perception of coordinated voting blocs. Thousands of actors are involved in corporate decision making, many better positioned to influence public companies than asset managers. The investment stewardship activities of asset managers raise the bar on corporate governance and increase the focus on long term sustainability. Some policy measures suggested by academic commentators seeking to limit or silence the voice of asset managers would stifle this effort and harm ordinary savers and investors.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2019-11-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"91368973","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: 8

Lessons About Franchise Risk From Yum Brands and Schlotzsky’s 百胜餐饮和Schlotzsky 's的特许经营风险

公司治理评论 Pub Date : 2019-08-26 DOI: 10.2139/ssrn.3442905

R. W. Emerson, L. Trautman

{"title":"Lessons About Franchise Risk From Yum Brands and Schlotzsky’s","authors":"R. W. Emerson, L. Trautman","doi":"10.2139/ssrn.3442905","DOIUrl":"https://doi.org/10.2139/ssrn.3442905","url":null,"abstract":"This Article presents YUM! Brands, Inc. disclosure information and presents valuable insight into the risks of starting a business that shares intellectual property with another party. YUM! is the parent of entities such as KFC, Pizza Hut, and Taco Bell with locations around the world. YUM! is particularly useful because of its mature operating concepts. Sandwich shop franchisor and operator Schlotzsky’s, Inc. presents a different aspect of shareholder and franchisee risk. The facts leading up to Schlotzsky’s bankruptcy filing represents what can go wrong with undercapitalized franchise operations because franchising is inherently risky for anyone. This Article seeks to answer questions facing all seeking to use a franchise concept: “What are the major risks perceived by those engaged in the universe of franchise businesses? What potential risks, if they become reality, may cause substantial increases in operating costs or threaten the very survival of the enterprise?” This Article provides a roadmap for understanding franchise risk and an opportunity to understand, and reflect upon the multi-million-dollar research, investment, and documentation of perceived system risks. Relevant annual report disclosures from YUM!, along with other YUM! documents, are discussed. Descriptive language from YUM!’s regulatory filings with the Securities and Exchange Commission is utilized to show what the management personnel of this franchise powerhouse perceive to be its major categories of risk exposure. The primary point of this Article is to repackage the risk disclosure language from these enterprises so that franchise entrepreneurs, their lawyers, and other readers may benefit. Our goal is to have a meaningful and scholarly impact on readers who are now, or will be, creating jobs through their efforts in growing businesses. They will proceed into the chaos of the capitalistic marketplace with valuable lessons in franchise risks. This Article has five sections. First, we provide a background and overview of franchising. Second, a primer on franchise law. Third, we examine YUM!, and focus on its risk disclosure language. Fourth, we describe the history and circumstances leading up to the 2004 bankruptcy of Schlotzsky’s. Lastly, we conclude with our thoughts on the lesson gained from disclosure documents and a bankruptcy investigation.","PeriodicalId":57292,"journal":{"name":"公司治理评论","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2019-08-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"88439610","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: 0

Corporations and Sustainability 企业与可持续发展

公司治理评论 Pub Date : 2019-05-06 DOI: 10.2139/ssrn.3383384

Beate Sjåfjell, Christopher M. Bruner

引用次数: 5

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