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On the Micro-Corporate-Governance of a Strictly Informational Cascade, As Illustrated with Analysis of the Performativity of the Black-Scholes-Merton Model 严格信息级联的微观公司治理——以Black-Scholes-Merton模型的绩效分析为例
Pub Date : 2021-06-07 DOI: 10.2139/ssrn.3857857
Henry Wurts
While macro-corporate-governance (e.g., addressing how a governance process should be administered within a corporate structure) seems to be widely discussed in academic literature, a discussion of micro-corporate-governance (e.g., assessing specific models, including regarding whether they accurately represent a corporate risk exposure) seems sparse, as does midi-corporate-governance (e.g., the model validation process itself, as an administered process toward specific models). An important part of corporate governance (CG) is the model validation (MV) process, with one example of micro-CGMV being how “strictly informational cascades” can influence a validation process, even perhaps suggesting that model validation is not required. Yet, such cascades are not often transparent, and not often detected by validators who are not technically trained. This paper illustrates how a variety of “attention directing tools” used as “fast and frugal heuristics” can help in the model validation process in general and the specific task of identifying “strictly informational cascades.” The tools are applied toward the Black-Scholes-Merton Model, a seminal financial derivatives model that is approaching a 50th anniversary of publication, and are illustrated to demonstrate that lessons can be learned to apply to more-complex models and more-complex financial instruments.
虽然宏观公司治理(例如,解决如何在公司结构中管理治理过程)似乎在学术文献中被广泛讨论,但关于微观公司治理(例如,评估特定模型,包括关于它们是否准确地代表公司风险暴露)的讨论似乎很少,中型公司治理(例如,模型验证过程本身,作为针对特定模型的管理过程)也是如此。公司治理(CG)的一个重要组成部分是模型验证(MV)过程,微观cgmv的一个例子是“严格的信息级联”如何影响验证过程,甚至可能建议不需要模型验证。然而,这样的级联通常不是透明的,并且通常不会被没有经过技术培训的验证者检测到。本文阐述了各种“注意力导向工具”如何作为“快速和节俭的启发式”使用,在一般的模型验证过程和识别“严格信息级联”的特定任务中提供帮助。这些工具被应用于布莱克-斯科尔斯-默顿模型(Black-Scholes-Merton Model),这是一个开创性的金融衍生品模型,即将出版50周年,并被说明可以吸取教训,应用于更复杂的模型和更复杂的金融工具。
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引用次数: 1
Merger or Acquisition? Introduction to the Handbook of Historical Economics 合并还是收购?《历史经济学手册》导论
Pub Date : 2021-05-01 DOI: 10.3386/W28786
Alberto Bisin, G. Federico
Abstract The relationship between history and economics as academic disciplines is methodologically subtle and sociologically contested. If the Cliometric revolution can be characterized as an acquisition of economics by history, the most recent trends in Historical Economics appear to turn this relationship on its head. In this Introduction we read the chapters of the Handbook as a forceful argument in favor of a merger between the two disciplines rather than the acquisition of one by the other; a merger which combines, notably, the detailed knowledge of historical sources, the capability of distilling complex historical processes into a model, and the statistical/econometric skills for identification and estimation.
作为学术学科的历史和经济学之间的关系在方法论上是微妙的,在社会学上是有争议的。如果计量学革命可以被描述为历史对经济学的获取,那么历史经济学的最新趋势似乎颠覆了这种关系。在本导论中,我们将《手册》的章节视为支持两门学科合并而不是一门被另一门收购的有力论据;值得注意的是,合并了历史来源的详细知识,将复杂的历史过程提炼成模型的能力,以及用于识别和估计的统计/计量经济学技能。
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引用次数: 4
The Illusory Promise of Stakeholder Governance: Presentation Slides 利益相关者治理的虚幻承诺:演示幻灯片
Pub Date : 2020-02-26 DOI: 10.2139/ssrn.3581299
L. Bebchuk, Roberto Tallarita
Corporate purpose is now the focus of a fundamental and heated debate, with rapidly growing support for the proposition that corporations should move from shareholder value maximization to “stakeholder governance” and “stakeholder capitalism.” This Article critically examines the increasingly influential “stakeholderism” view, according to which corporate leaders should give weight not only to the interests of shareholders but also to those of all other corporate constituencies (including employees, customers, suppliers, and the environment). We conduct a conceptual, economic, and empirical analysis of stakeholderism and its expected consequences. We conclude that this view should be rejected, including by those who care deeply about the welfare of stakeholders. Stakeholderism, we demonstrate, would not benefit stakeholders as its supporters claim. To examine the expected consequences of stakeholderism, we analyze the incentives of corporate leaders, empirically investigate whether they have in the past used their discretion to protect stakeholders, and examine whether recent commitments to adopt stakeholderism can be expected to bring about a meaningful change. Our analysis concludes that acceptance of stakeholderism should not be expected to make stakeholders better off. Furthermore, we show that embracing stakeholderism could well impose substantial costs on shareholders, stakeholders, and society at large. Stakeholderism would increase the insulation of corporate leaders from shareholders, reduce their accountability, and hurt economic performance. In addition, by raising illusory hopes that corporate leaders would on their own provide substantial protection to stakeholders, stakeholderism would impede or delay reforms that could bring meaningful protection to stakeholders. Stakeholderism would therefore be contrary to the interests of the stakeholders it purports to serve and should be opposed by those who take stakeholder interests seriously. Presentation slides for this paper are available on SSRN here. This paper is part of a larger research project of the Harvard Law School Corporate Governance on stakeholder capitalism and stakeholderism. Another part of this research project is For Whom Corporate Leaders Bargain by Lucian A. Bebchuk, Kobi Kastiel, and Roberto Tallarita.
公司目标现在是一场根本性的激烈辩论的焦点,越来越多的人支持公司应该从股东价值最大化转向“利益相关者治理”和“利益相关者资本主义”。本文批判性地审视了越来越有影响力的“利益相关者主义”观点,根据该观点,企业领导者不仅应该重视股东的利益,还应该重视所有其他企业利益相关者(包括员工、客户、供应商和环境)的利益。我们对利益相关者主义及其预期后果进行了概念、经济和实证分析。我们的结论是,这种观点应该被拒绝,包括那些非常关心利益相关者福利的人。我们证明,利益相关者主义不会像其支持者所说的那样使利益相关者受益。为了检验利益相关者主义的预期后果,我们分析了企业领导人的激励,实证调查了他们过去是否使用其自由裁量权来保护利益相关者,并检验了最近采用利益相关者主义的承诺是否可以预期带来有意义的变化。我们的分析得出的结论是,不应期望接受利益相关者主义会使利益相关者变得更好。此外,我们表明,接受利益相关者主义很可能会给股东、利益相关者和整个社会带来巨大的成本。利益相关者主义将增加企业领导人与股东之间的隔离,减少他们的责任,并损害经济表现。此外,利益相关者主义会让人产生不切实际的希望,以为企业领导人会自行为利益相关者提供实质性保护,从而阻碍或拖延可能给利益相关者带来有意义保护的改革。因此,利益相关者主义与它所要服务的利益相关者的利益相抵触,应该受到那些认真对待利益相关者利益的人的反对。这篇论文的幻灯片可以在SSRN上找到。本文是哈佛大学法学院关于利益相关者资本主义和利益相关者主义的公司治理研究项目的一部分。本研究项目的另一部分是Lucian A. Bebchuk、Kobi Kastiel和Roberto Tallarita合著的《企业领导者为谁讨价还价》。
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引用次数: 158
Not Everything is About Investors: The Case for Mandatory Stakeholder Disclosure 并非一切都是为了投资者:强制披露股东信息的理由
Pub Date : 2019-08-10 DOI: 10.2139/SSRN.3435578
A. Lipton
Corporations are constantly required to disclose information, but only the federal securities laws impose generalized public disclosure obligations that offer a holistic overview of corporate operations. Though these disclosures are intended to benefit investors, they are accessible by anyone, and thus have long been relied upon by regulators, competitors, employees, and local communities to provide a working portrait of the country’s economic life. Today, that system is breaking down. Congress and the SEC have made it easier for companies to raise capital without becoming subject to the securities disclosure system, allowing modern businesses to grow to enormous proportions while leaving the public in the dark about their operations. Meanwhile, the governmentally-conferred informational advantage of large investors allows them to tilt managers’ behavior in their favor, at the expense of consumers, employees, and other corporate stakeholders. As a result, securities disclosures do not provide the comprehensive picture necessary to maintain social control over corporate behavior. This Article recommends that we explicitly acknowledge the importance of disclosure for noninvestor audiences, and discuss the feasibility of designing a disclosure system geared to their interests. In so doing, this Article excavates the historical pedigree of proposals for stakeholder-oriented disclosure. Both in the Progressive Era, and again during the 1970s, efforts to create generalized corporate disclosure obligations were commonplace. In each era, however, they were redirected towards investor audiences, in the expectation that investors would serve as a proxy for the broader society. As this Article establishes, that compromise is no longer tenable.
公司经常被要求披露信息,但只有联邦证券法规定了广泛的公开披露义务,以提供对公司运营的整体概述。尽管这些信息披露的目的是为了让投资者受益,但任何人都可以获得这些信息,因此,监管机构、竞争对手、雇员和当地社区长期以来都依赖这些信息来提供该国经济生活的工作概况。今天,这个系统正在崩溃。美国国会和美国证券交易委员会(SEC)让企业更容易在不受证券披露制度约束的情况下筹集资金,这使得现代企业能够发展到庞大的规模,同时让公众对它们的运营一无所知。与此同时,政府赋予大投资者的信息优势使他们能够以牺牲消费者、员工和其他公司利益相关者的利益为代价,使管理者的行为向有利于自己的方向倾斜。因此,证券披露不能提供维持社会对公司行为控制所必需的全面情况。本文建议我们明确承认信息披露对非投资者受众的重要性,并讨论设计符合其利益的信息披露制度的可行性。在此基础上,本文挖掘了利益相关者导向信息披露提案的历史脉络。无论是在进步时代,还是在20世纪70年代,建立普遍的公司披露义务的努力都是司空见惯的。然而,在每个时代,它们都被重新定向到投资者受众,期望投资者能代表更广泛的社会。正如本条规定的那样,这种妥协不再站得住脚。
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引用次数: 13
Politicians' Ideology, State Intervention, and Corporate Taxation 政治家意识形态、国家干预与公司税
Pub Date : 2019-07-01 DOI: 10.2139/ssrn.3561306
Ke Na, T. Shevlin, Danqing Wang, Wenjia Yan
This paper examines the impact of politicians' ideological preferences on corporate taxation. Our tests exploit the implementation of the Reform and Opening-up policy in China in 1978 that significantly weakens the communist ideology. We find that, in the post-reform period, the effective tax rates of firms in cities whose secretaries joined the communist party before the reform, and therefore, were indoctrinated with stronger communist ideology, are significantly higher than those of firms with secretaries joining the communist party after the reform. This effect is weaker for party secretaries close to retirement and for party secretaries with working experience in the central government. Further tests suggest that party secretaries' communist ideology affect corporate taxation through both tax benefit provisions and enforcement of tax rules. A regression discontinuity design approach exploiting the age qualification of party members provides consistent results.
本文考察了政治家的意识形态偏好对企业税收的影响。我们的测试利用了1978年中国实施的改革开放政策,该政策大大削弱了共产主义意识形态。我们发现,在改革后时期,那些在改革前就有秘书入党的企业,其有效税率显著高于那些在改革后有秘书入党的企业。对于即将退休的党委书记和在中央政府工作过的党委书记,这种影响较弱。进一步的测试表明,党委书记的共产主义意识形态通过税收优惠条款和税收规则的执行来影响企业税收。利用党员年龄资格的回归不连续设计方法提供了一致的结果。
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引用次数: 0
The Strengths and Weaknesses of Lehman Brothers’ Corporate Governance Mechanisms and Internal Controls 雷曼兄弟公司治理机制与内部控制的优劣势
Pub Date : 2019-03-19 DOI: 10.2139/ssrn.3521071
Chenoy Ceil
Lehman Brother’s corporate governance mechanisms and internal controls had several flaws that led to the downfall of the organization. The company lacked corporate governance measures that could highlight the fraudulent activities within the company. Corporate governance in any organization is controlled by the shareholders (owners) of the company, the directors of the company and its managers who utilize the company’s assets. The four pillars of corporate governance are accountability, fairness, transparency and independence. The role of banking reforms in controlling financial institutions have been in place for long.
雷曼兄弟的公司治理机制和内部控制存在一些缺陷,导致了该公司的垮台。该公司缺乏能够突出公司内部欺诈活动的公司治理措施。任何组织的公司治理都是由公司的股东(所有者)、公司董事和利用公司资产的经理控制的。公司管治的四大支柱是问责、公平、透明和独立。银行业改革在控制金融机构方面的作用由来已久。
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引用次数: 0
Corporate Governance and Income Inequality: The Role of the Monitoring Board 公司治理与收入不平等:监督委员会的作用
Pub Date : 2017-08-02 DOI: 10.2139/ssrn.2842136
Ezra Wasserman Mitchell
Does corporate governance play a role in income inequality? If so, how? This paper pursues this inquiry, beginning with an examination of the causes of significant income inequality throughout twentieth and early twenty-first century American history. The parallel developments of financial practices and board structures over these periods reveal the relatively contemporaneous rises of shareholder valuism and the modern monitoring board, with the latter providing institutional structure and norm propagation for the former, thus serving as a corporate governance channel through which income inequality is perpetuated. History further reveals the monitoring board to be an institutional component of finance capitalism, and the so-called managerial board that dominated during a period of relative income equality to be an institutional component of industrial capitalism.
公司治理在收入不平等中起作用吗?如果有,怎么做?本文从研究20世纪和21世纪初美国历史上显著收入不平等的原因开始,进行了这一探究。在这些时期,金融实践和董事会结构的平行发展揭示了股东价值主义和现代监督董事会相对同步的兴起,后者为前者提供了制度结构和规范传播,从而成为收入不平等得以延续的公司治理渠道。历史进一步表明,监督委员会是金融资本主义的制度组成部分,而在相对收入平等时期占主导地位的所谓管理委员会是工业资本主义的制度组成部分。
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引用次数: 0
The Dynamics of Managerial Entrenchment: The Corporate Governance Failure in Anglo-Irish Bank 管理堑壕的动力:盎格鲁-爱尔兰银行的公司治理失灵
Pub Date : 2017-04-18 DOI: 10.2139/ssrn.2955610
Gary Abrahams, Joanne Horton, Yuval Millo
What are the dynamics through which corporate boards led by dominant CEOs fail? We address this question by examining the case of Anglo Irish Bank. We focus on the dynamics in and around Anglo’s board of directors in the 3-year period leading to its collapse in 2008. Using documentary analysis and 21 interviews with Anglo’s senior managers and other key actors, we identify two interrelated sets of dynamics: a dominant CEO who used his influence to populate the board with affiliated individuals, leading to a low-skilled board and increasing further his dominance; and the establishment of norms whereby stock ownership signified loyalty rather than commitment to performance. We suggest these dynamics reflect a broader organisational change where new meanings were assigned to existing corporate practices, leading to poor scrutiny of executive decisions and subversion of intended incentives. Our findings contribute to the literature on managerial entrenchment by shedding light on how undesirable consequences of stock ownership are likely to emerge. More generally, we contribute to the management and corporate governance literatures by showing the dynamic and interdependent nature of factors that contribute to the emergence of organisational vulnerabilities and ultimately to corporate failures.
由强势ceo领导的公司董事会失败的动力是什么?我们通过研究盎格鲁爱尔兰银行的案例来解决这个问题。我们关注的是英美资源集团董事会在导致其2008年倒闭的3年期间的动态变化。通过文献分析和对英美资源集团高级管理人员和其他关键参与者的21次访谈,我们确定了两组相互关联的动态:一个占主导地位的首席执行官利用他的影响力在董事会中填充关联个人,导致董事会技能低下,并进一步增强了他的主导地位;建立规范,股票所有权意味着忠诚,而不是对业绩的承诺。我们认为,这些动态反映了一种更广泛的组织变革,现有的企业实践被赋予了新的含义,导致对高管决策的审查不力,并颠覆了预期的激励措施。我们的研究结果通过揭示股票所有权的不良后果如何可能出现,为管理堑壕的文献做出了贡献。更一般地说,我们通过展示导致组织脆弱性出现并最终导致公司失败的因素的动态和相互依赖的性质,为管理和公司治理文献做出了贡献。
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引用次数: 1
A New and Free Longitudinal and Cross-National Dataset on Minority Shareholder Protections 一个新的、自由的关于小股东保护的纵向和跨国数据集
Pub Date : 2015-09-11 DOI: 10.2139/SSRN.2644905
M. Guillén, L. Capron
We are making available to all scholars a new dataset on legal protections of minority shareholder rights with repeated annual measures between 1970 and 2011 for 78 countries. Our measure synthesizes 10 different legal provisions contained in national legislation. The data can be used to analyze research topics regarding corporate governance, financial development, stock markets, joint ventures, and other types of managerial and governance issues.
我们正在向所有学者提供一个关于1970年至2011年间78个国家对少数股东权利的法律保护的新数据集。我们的措施综合了国家立法中包含的10项不同的法律规定。这些数据可以用来分析有关公司治理、金融发展、股票市场、合资企业和其他类型的管理和治理问题的研究主题。
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引用次数: 1
Corporate governance in emerging markets 新兴市场的公司治理
Pub Date : 2014-03-30 DOI: 10.1093/OXFORDHB/9780198743682.013.33
M. Pargendler
Despite deep differences in their political systems, legal regimes, and economic structures, countries such as Brazil, Russia, India, and China share a recent history of rapid economic growth and capital market expansion. This chapter for the forthcoming Oxford Handbook of Corporate Law and Governance (Jeffrey N. Gordon & Wolf-Georg Ringe eds.) explores the degree and direction of transformation in emerging markets’ corporate governance in the last decades. Part I surveys the interaction between the ownership structures prevailing in emerging markets and the underlying institutional environment. Part II examines the driving forces of change by comparing the relative roles played by legislatures, regulators, courts, and alternative institutional arrangements in corporate governance reform. Part III then evaluates the degree of convergence and persistence in corporate governance in emerging markets by underscoring the need to consider the particular contextual significance of different practices.
尽管巴西、俄罗斯、印度和中国等国在政治制度、法律制度和经济结构上存在着深刻的差异,但它们都经历了经济快速增长和资本市场扩张的历史。即将出版的《牛津公司法与治理手册》(Jeffrey N. Gordon & Wolf-Georg Ringe主编)的这一章探讨了过去几十年新兴市场公司治理转型的程度和方向。第一部分考察了新兴市场中普遍存在的所有权结构与潜在制度环境之间的相互作用。第二部分通过比较立法机构、监管机构、法院和其他制度安排在公司治理改革中所扮演的相对角色来考察变革的驱动力。然后,第三部分通过强调考虑不同实践的特定背景意义的必要性,评估了新兴市场公司治理的趋同程度和持久性。
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引用次数: 118
期刊
CGN: Other Corporate Governance: Economic Consequences
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