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The Firm and Common Pool Resource Theory: Understanding the Rise of Benefit Corporations 企业与公共资源池理论:对利益公司兴起的理解
Pub Date : 2018-01-05 DOI: 10.1111/ABLJ.12116
J. Hiller, Scott J. Shackelford
In September 2015 the crowd-funding site Kickstarter announced that it would adopt a new corporate form, that of a benefit corporation. Kickstarter is far from alone in this decision; in fact, it joined a growing list of tech firms that are moving towards adopting a benefit corporation designation. The result of the legal movement is that corporate governance across the nation is changing, impacting everything from business ethics training to Board decision making, with wide-ranging implications for the economy, environment, and civil society. Despite its growing popularity, though, the rationale behind the emergence of benefit corporations is an understudied question. In this article, we argue that benefit incorporation affects the very nature of the corporation by creating corporate common pool resources, and that the common pool resource theory provides a way to understand the puzzle and future of the movement. This approach is important because it re-situates the conversation, from a narrow view of the effect of the legislation on traditional corporate concepts to a broader view of the impact of the legislation. Furthermore, we consider the benefit corporation through the lens of Professor Elinor Ostrom’s Design Principles, offering a unique perspective through which to analyze if the design of state statutes and implementation by business entities meet criteria that would predict successful governance of the benefit corporation Common Pool Resources.
2015年9月,众筹网站Kickstarter宣布将采用一种新的公司形式——福利公司。Kickstarter并不是唯一这么做的公司;事实上,它加入了越来越多的科技公司的行列,朝着采用福利公司的方向发展。法律运动的结果是,全国的公司治理正在发生变化,影响着从商业道德培训到董事会决策的方方面面,对经济、环境和公民社会产生了广泛的影响。尽管福利公司越来越受欢迎,但其出现背后的基本原理仍是一个未被充分研究的问题。在本文中,我们认为利益合并通过创建公司公共资源池来影响公司的本质,而公共资源池理论为理解这一运动的困惑和未来提供了一种方法。这种方法很重要,因为它重新定位了对话,从立法对传统公司概念的影响的狭隘观点到立法影响的更广泛观点。此外,我们通过Elinor Ostrom教授的设计原则来考虑利益公司,提供了一个独特的视角,通过这个视角来分析国家法规的设计和商业实体的实施是否符合预测利益公司公共资源成功治理的标准。
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引用次数: 14
Board Diversity and Firm Performance Across Europe 整个欧洲的董事会多样性和公司绩效
Pub Date : 2017-12-07 DOI: 10.2139/ssrn.3084114
A. Ciavarella
This study explores the relationship between board diversity and firm performance for a sample of companies listed in Italy, France, Germany, Spain and United Kingdom. We consider different dimensions of diversity, both demographic (gender, age and nationality diversity) and cognitive or non-observable (diversity in directors’ experience and education). We focus on diversity of both the entire board and its executive members only. We don’t find a significant relationship between firms’ performance and board diversity. However, when considering executive directors alone, results show that firms where female and foreign directors are more represented have better performance than others. As for cognitive diversity, results indicate that performance increases when directors have a longer tenure.
本研究以意大利、法国、德国、西班牙和英国的上市公司为样本,探讨董事会多样性与公司绩效之间的关系。我们考虑了多样性的不同维度,包括人口统计学(性别、年龄和国籍多样性)和认知或不可观察性(董事经验和教育的多样性)。我们只关注整个董事会及其执行成员的多样性。我们没有发现公司绩效与董事会多样性之间存在显著关系。然而,当只考虑执行董事时,结果表明女性和外国董事代表较多的公司比其他公司表现更好。在认知多样性方面,结果表明,董事任期越长,绩效越高。
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引用次数: 33
Board Chairmen's Involvement in Audit Committees and Earnings Management Practices 董事会主席参与审计委员会及盈余管理实务
Pub Date : 2017-11-02 DOI: 10.2139/ssrn.3063845
M. Al-Absy, Ku Nor Izah Ku Ismail, Sitraselvi Chandren
This study investigates the influence of the board chairman’s involvement in the audit committee (AC) (as a proxy of AC independence) on earnings management (EM) practices. We examine Bursa Malaysia listed firms with slight positive earnings for the years 2013 to 2015. Using ordinary least squares regression and the Modified Jones Model by Kasznik as a measure of accruals, this study reveals that an AC that includes its board chairman is associated with greater discretionary accruals and EM. Further, we categorise a board chairman’s involvement in an AC into two types: a board chairman who also serves as the AC chairman (hereafter termed board chairman duality) and a board chairman who sits in the AC as an ordinary member. We find that board chairman duality does not influence EM. However, ACs whose members include the board chairman are associated with EM practices. This study supports agency theory and the initiatives taken by policy-makers to deter board chairmen from serving on ACs. It also alerts policy-makers, firms and their stakeholders, as well as researchers to the importance of having an AC free from the involvement of its board chairman as this will enhance the committee’s effectiveness in curbing EM.
本研究探讨了董事会主席参与审计委员会(AC)(作为AC独立性的代理)对盈余管理(EM)实践的影响。我们研究了2013年至2015年马来西亚证券交易所上市公司的轻微正收益。使用普通最小二乘回归和Kasznik的修正琼斯模型作为应计收益的度量,本研究表明,包括董事会主席的AC与更大的可自由支配应计收益和新兴市场相关。此外,我们将董事会主席参与AC分为两种类型:董事会主席同时担任AC主席(以下称为董事会主席二元性)和董事会主席作为普通成员参加AC。我们发现,董事会主席二元性对新兴市场没有影响。然而,董事会主席的成员与新兴市场实践相关。本研究支持代理理论和政策制定者为阻止董事会主席担任董事会成员而采取的举措。它还提醒政策制定者、企业及其利益相关者,以及研究人员,让一个没有董事会主席参与的咨询委员会的重要性,因为这将提高委员会遏制新兴市场的有效性。
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引用次数: 2
It is Easy to Be Brave from a Safe Distance: Proximity to the SEC and Insider Trading 在安全距离外很容易变得勇敢:接近SEC和内幕交易
Pub Date : 2017-10-05 DOI: 10.2139/ssrn.3048660
Trung Nguyen, Q. Nguyen
We use hand-collected data from SEC's litigation releases for insider trading violations to examine the effect of geographic distance on its enforcement activities and insider trading activities. First, we find that the SEC is more likely to investigate companies that are closer to its offices. Second, we find that illegal insider trading increases with a company's distance from an SEC office. Lastly, we utilize the closure of SEC offices as exogenous shocks to geographic proximity and find that insider trading at nearby companies increase significantly compared with trading at otherwise similar companies not affected by the closures. Overall, our findings suggest that information asymmetry and resource constraints prevent regulators from monitoring effectively.
我们使用美国证券交易委员会对内幕交易违法行为的诉讼发布的手工收集的数据来研究地理距离对其执法活动和内幕交易活动的影响。首先,我们发现证交会更有可能调查离其办公室更近的公司。其次,我们发现非法内幕交易随着公司距离SEC办公室的距离而增加。最后,我们利用SEC办事处的关闭作为地理邻近性的外生冲击,发现附近公司的内幕交易与未受关闭影响的其他类似公司的交易相比显着增加。总体而言,我们的研究结果表明,信息不对称和资源约束阻碍了监管机构的有效监管。
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引用次数: 5
Should Regulators Ban Insider Trading? Evidence from Hong Kong 监管机构应该禁止内幕交易吗?来自香港的证据
Pub Date : 2017-06-21 DOI: 10.2139/ssrn.2990226
Zhihong Chen, Yuyan Guan, B. Ke
Using a corporate lobbying event that led to the unexpected reversal of a tough insider trading blackout regulation in Hong Kong, we examine whether tightening the restrictions of insider trading in family firms-dominated financial markets affects shareholder value. We find that firms more significantly affected by the new regulation were more likely to lobby against the implementation of the new regulation. The stock prices of lobbying firms reacted more positively to the reversal of the regulation than the stock prices of matched non-lobbying firms. We find no evidence that lobbying firms’ insider trades in the proposed new blackout window took advantage of insiders’ private information about forthcoming earnings news. In contrast, our findings suggest that lobbying firms’ insider trades in the proposed new blackout window were motivated to stabilize their firms’ stock prices in times of market uncertainty. Overall, our results suggest caution in imposing one-size-fits-all insider trading blackout regulation.
我们利用导致香港严格的内幕交易管制意外逆转的企业游说事件,研究在家族企业主导的金融市场收紧内幕交易限制是否会影响股东价值。我们发现,受新规影响更大的公司更有可能游说反对新规的实施。与非游说公司相比,游说公司的股价对监管逆转的反应更为积极。我们没有发现任何证据表明,游说公司在拟议的新屏蔽窗口中的内幕交易利用了内部人士对即将发布的盈利消息的私人信息。相比之下,我们的研究结果表明,在市场不确定性时期,游说公司在拟议的新管制窗口进行内幕交易的动机是稳定其公司的股票价格。总体而言,我们的研究结果表明,在实施一刀切的内幕交易管制时要谨慎。
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引用次数: 2
Reexamining Staggered Boards and Shareholder Value 重新审视交错董事会与股东价值
Pub Date : 2017-06-01 DOI: 10.2139/ssrn.2985152
Alma Cohen, Charles C. Y. Wang
Abstract Cohen and Wang (2013) (CW2013) provide evidence consistent with market participants perceiving staggered boards to be value reducing. Amihud and Stoyanov (2016) (AS2016) contests these findings, reporting some specifications under which the results are not statistically significant. We show that the results retain their significance under a wide array of robustness tests that address the concerns expressed by AS2016. Our empirical findings reinforce the conclusions of CW2013.
Cohen和Wang (2013) (CW2013)提供的证据与市场参与者认为交错董事会会减少价值一致。Amihud和Stoyanov (2016) (AS2016)对这些发现提出了质疑,报告了一些结果在统计上不显著的规范。我们表明,在解决AS2016所表达的问题的一系列鲁棒性测试下,结果保持其重要性。我们的实证研究结果强化了CW2013的结论。
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引用次数: 19
How Law Changes Networks: A Social Network Analysis of Board Interlocks 法律如何改变网络:董事会联锁的社会网络分析
Pub Date : 2017-04-26 DOI: 10.2139/ssrn.2958778
Moran Ofir
This paper empirically examines the market's reaction to increased corporate governance provisions which were applied to pyramid-structured corporations under the Promotion of Competition and Reduction of Concentration Law. Specifically, the paper examines the influence of legal provisions dealing with the composition of boards of directors on the intensity of board connectivity in Israel. For the purpose of said examination, two databases were specially constructed, which include detailed information regarding boards of the 50 largest publicly-traded firms in the Israeli market. One database reflects the situation six months prior to the entry of the Reduction of Concentration Law into force, and the second database reflects the situation six months after the legislation has entered into force. This data has been processed and analyzed, using methodologies from the Social Network Analysis field, in order to examine the changes that occurred in various connectivity indices as a result of the legislation. The findings of the empirical analysis show that following the entry into force of these legal provisions, the average number of directors per board has declined, and so has the average number of corporates on which sits a director. In addition, there has been a decline in the level of connectivity of the board interlocks within the large publicly-traded corporations in Israel. The intensity of the decline was lower than that which was expected under complete adherence to the minimal standard required in primary and secondary legislation. The connections between directors themselves are complex and dense, but there has also been a decline in the level of connectivity between directors following the aforementioned regulatory changes. Additionally, when dividing the market to groups based on the intensity of connections between firms, one can see an increase in the number of different groups within the same sample of firms, and a decrease in the number of connections between groups.
本文实证考察了在促进竞争和降低集中度法下,市场对金字塔结构公司增加公司治理规定的反应。具体而言,本文考察了以色列有关董事会组成的法律规定对董事会连通性强度的影响。为了进行上述审查,特别建立了两个数据库,其中包括以色列市场上50家最大上市公司董事会的详细资料。一个数据库反映《减少集中法》生效前六个月的情况,第二个数据库反映立法生效后六个月的情况。使用社会网络分析领域的方法对这些数据进行了处理和分析,以检查由于立法而在各种连接指数中发生的变化。实证分析的结果表明,在这些法律规定生效后,每个董事会的平均董事人数有所下降,董事所在公司的平均数量也有所下降。此外,在以色列的大型上市公司中,董事会联锁的连通性水平有所下降。下降的强度低于完全遵守初级和次级立法所要求的最低标准所预期的下降强度。董事之间的联系本身是复杂而密集的,但在上述监管变化之后,董事之间的联系水平也有所下降。此外,当根据公司之间的联系强度将市场划分为不同的群体时,可以看到同一公司样本中不同群体的数量增加,而群体之间的联系数量减少。
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引用次数: 1
Smart Business Networks: Their Evolution 智能商业网络:它们的演变
Pub Date : 2017-04-12 DOI: 10.2139/ssrn.3000850
L. Pau
In the field of research and international developments in business management, in particular in e-commerce, the most significant achievements outreach intelligents contracts and block-chains. They are called "Smart business networks". Indeed, in line with business agility concepts enabled by the generalized deployment of IP networks, they integrate not only business process management, auction based negotiations (direct and reverse auctions), but above all they rely on dynamic linking of partners via a network. Alike exploratory IP packet routing, a smart business network shall: 1) search for partners who, at a given instant, may co-bid to a specific request for proposal, 2) checks the conformity between business process blocks (via their BPM, UML or other specifications), 3) executes a multi-attribute negotiation (price, delays, quality, etc..), 4) synthezises the features of the virtual network which associates winning bidders for the order fulfillment. Another much simplified way of looking at these theories and implementations, is to get inspiration from "plug and play" or from "quick connects & disconnects" deals. The paper outlines the main concepts, provides examples of implementations, discusses a concrete case, specifies the required architectural components, and discusses how to extend smart business networks to the case where intellectual property rights too get networked. The conclusion addresses risks and future research avenues.
在企业管理的研究和国际发展领域,特别是在电子商务领域,最重要的成就是智能合同和区块链。它们被称为“智能商业网络”。实际上,与IP网络的广泛部署所支持的业务敏捷性概念一致,它们不仅集成了业务流程管理、基于拍卖的协商(直接和反向拍卖),而且最重要的是,它们依赖于通过网络的合作伙伴的动态链接。与探索性IP包路由一样,智能业务网络应:1)寻找在给定时刻可能共同投标特定提案请求的合作伙伴,2)检查业务流程块之间的一致性(通过其BPM、UML或其他规范),3)执行多属性协商(价格、延迟、质量等),4)综合虚拟网络的特征,将中标方联系起来以完成订单。看待这些理论和实现的另一种更简单的方法是从“即插即用”或“快速连接和断开连接”交易中获得灵感。本文概述了主要概念,提供了实现示例,讨论了一个具体案例,指定了所需的体系结构组件,并讨论了如何将智能业务网络扩展到知识产权也联网的情况。结论指出了风险和未来的研究途径。
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引用次数: 2
Are All Insiders on the Inside? Evidence from the Initiation of CDS Trading and Short Selling in the Financial Sector 所有知情人都是知情人吗?来自金融部门CDS交易和卖空启动的证据
Pub Date : 2017-04-01 DOI: 10.2139/ssrn.2901766
T. To, Sirimon Treepongkaruna, Eliza Wu
We examine the impact of CDS trading and the lifting of short sales restrictions on the profitability of reported insider trades within US financial firms. We find evidence that executive directors possess significant insider knowledge about their firm’s risk prior to the initiation of CDS trading. We also find that the profitability of insider trades are only reduced for non-executive directors after short selling is permitted, indicating that the executive directors possess more timely private information than short-sellers. Our results suggest that the introduction of CDS trading and short selling distinctly alters the ability of different types of insiders to extract rent on their private information.
我们研究了CDS交易和解除卖空限制对美国金融公司内幕交易报告盈利能力的影响。我们发现有证据表明,执行董事在启动CDS交易之前对其公司的风险拥有重要的内幕知识。我们还发现,只有在允许卖空后,非执行董事的内幕交易盈利能力才会降低,这表明执行董事比卖空者拥有更及时的私人信息。我们的研究结果表明,CDS交易和卖空交易的引入明显改变了不同类型的内部人员利用其私人信息提取租金的能力。
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引用次数: 17
Do Board Interlocks Increase Innovation? Evidence from a Corporate Governance Reform in India 董事会联锁能促进创新吗?来自印度公司治理改革的证据
Pub Date : 2017-04-01 DOI: 10.2139/ssrn.2309082
C. Helmers, Manasa Patnam, P. Rau
We examine the effect of board interlocks on patenting and R&D spending for publicly traded companies in India. We exploit a corporate governance reform to address the endogeneity of board interlocks through exogenous changes mandated by the reform requiring a subset of firms to adjust their board structure. We rely on two difference-in-differences frameworks, comparing firms affected by the reform to unaffected firms as well as comparing within the set of firms that did not have to adjust their board structure those that still experienced an exogenous increase of their network size as a result of the reform to those that did not experience a change in their network size. We find that board interlocks have significant positive effects on both R&D and patenting. The evidence suggests that the impact on R&D is induced by information transmission through interlocks. The effect on patenting is driven by firms extending patent protection by patenting inventions abroad that they have already patented in India.
我们研究了董事会联锁对印度上市公司专利和研发支出的影响。我们利用公司治理改革来解决董事会连锁的内生性,通过改革要求一部分公司调整其董事会结构所带来的外生变化。我们依靠两种差异中的差异框架,将受改革影响的公司与未受影响的公司进行比较,并将不需要调整董事会结构的公司与那些由于改革而仍然经历了网络规模外生增长的公司进行比较,以及那些没有经历网络规模变化的公司。研究发现,董事会联锁对研发和专利均有显著的正向影响。研究结果表明,企业对研发的影响是由连锁信息传递引起的。对专利的影响是由企业通过在国外申请专利来扩大专利保护,而这些发明已经在印度获得了专利。
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引用次数: 107
期刊
Corporate Governance: Internal Governance
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