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Managerial Incentive Mechanisms and Turnover of Company Presidents and Directors in Japan 管理层激励机制与日本公司总裁和董事的离职
Pub Date : 2003-07-20 DOI: 10.2139/ssrn.497663
Naohito Abe
The role of directors in Japanese companies is unique in a number of ways. One such characteristic is the dual nature of their role, which encompasses both monitoring and managing responsibilities. This paper considers their role in management. Empirical analysis with detailed data for each director studied reveals that directors take responsibility for performance, and that executive turnover is one of the main managerial incentive mechanisms. Abnormal turnover of a president does not cause further resignation among directors. Outside directors decrease the turnoverperformance sensitivity of presidents, suggesting their different role in corporate governance in Japan from that in the United States.
日本公司的董事角色在很多方面都是独一无二的。其中一个特征是其角色的双重性质,其中包括监测和管理职责。本文考虑了它们在管理中的作用。对每个董事进行详细数据的实证分析表明,董事对绩效负有责任,高管离职是主要的管理层激励机制之一。总裁的非正常离职不会导致董事进一步辞职。外部董事降低了总裁的业绩敏感性,表明他们在日本公司治理中的作用与美国不同。
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引用次数: 5
Governance Mechanisms in Spanish Banks: Does Ownership Matter? 西班牙银行治理机制:所有权重要吗?
Pub Date : 2003-06-01 DOI: 10.2139/ssrn.380580
Rafel Crespí-Cladera, Miguel García-Cestona, V. Salas-Fumás
This paper examines the governance of Spanish banks around two main issues. First, does poor economic performance activate governance interventions that favor the removal of executive directors and the merger of non-performing banks? And second, does the relationship between governance intervention and economic performance vary with the ownership form of the bank? We find a negative relationship between performance and governance intervention for banks, but the results change for each form of ownership and each type of intervention. Internal control mechanisms work for Independent Commercial banks, but Savings banks show weaker internal mechanisms of control and the only significant relationship between performance and governance intervention that appears is for mergers. The Spanish Savings banks, with a peculiar form of ownership that, in fact,implies a lack of ownership, give voice to several stakeholder groups with no clear allocation of property rights. Nevertheless, their economic performance is not generally affected. Product-market competition compensates for those weaker internal governance mechanisms and non-performing banks are not fully protected from disappearing.
本文围绕两个主要问题考察了西班牙银行的治理。首先,糟糕的经济表现是否会激活有利于罢免执行董事和合并不良银行的治理干预措施?第二,治理干预与经济绩效的关系是否随银行所有权形式的不同而不同?我们发现银行绩效与治理干预之间存在负相关关系,但结果因不同的所有权形式和干预类型而异。内部控制机制对独立商业银行起作用,但储蓄银行的内部控制机制较弱,唯一出现的绩效与治理干预之间的显著关系是合并。西班牙储蓄银行拥有一种特殊的所有权形式,实际上意味着缺乏所有权,它让几个没有明确产权分配的利益相关者群体发表了意见。然而,它们的经济表现总体上没有受到影响。产品市场竞争弥补了内部治理机制薄弱的缺陷,不良银行无法完全免于消失。
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引用次数: 197
Cross-Listing and Corporate Governance: Bonding or Avoiding? 交叉上市与公司治理:结合还是回避?
Pub Date : 2003-04-03 DOI: 10.2139/SSRN.382660
A. Licht
This paper questions the bonding hypothesis on cross-listing - namely, the idea that firms may want to list on a foreign stock market with a view to renting that market's superior corporate governance system. All too often, cross-listing studies are oblivious to the special structure of the U.S. regulatory regime, which governs foreign issuers. This paper highlights these features and provides a comprehensive survey of the extant empirical evidence. A critical review of this evidence reveals that an opposite, "avoiding hypothesis" more aptly describes firms' cross-listing behavior with regard to corporate governance issues. If anything, more stringent regimes deter issuers, and there is evidence that insiders behave opportunistically with regard to the cross-listing decision.
本文对交叉上市的绑定假说提出了质疑,即公司可能希望在外国股票市场上市,以租用该市场的优越公司治理体系。交叉上市研究往往忽略了美国监管制度的特殊结构,美国监管制度是针对外国发行人的。本文突出了这些特征,并对现有的经验证据进行了全面的调查。对这些证据的批判性回顾表明,一个相反的“回避假设”更贴切地描述了公司在公司治理问题上的交叉上市行为。如果有什么区别的话,那就是更严格的制度会阻止发行人,而且有证据表明,内部人士在交叉上市的决定上表现得很投机。
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引用次数: 246
Capital Structure and Investment Behaviour of Malaysian Firms in the 1990s: A Study of Corporate Governance Before the Crisis 1990年代马来西亚公司的资本结构与投资行为:危机前的公司治理研究
Pub Date : 2003-03-08 DOI: 10.1111/1467-8683.00299
M. Suto
This is an empirical study analysing the corporate finance and governance structure in Malaysia before and after the financial crisis of 1997, utilising the agency cost approach. The contribution of this paper is to link the corporate governance mechanism with the role of banks and corporate ownership structure peculiar to Malaysia, taking into account the institutional framework and historical background of the Malaysian financial system, such as government protection for the banking sector and the social dispersion of corporate ownership related to the Malay First policy. Copyright Blackwell Publishing Ltd 2003.
这是一项实证研究,利用代理成本方法,分析了1997年金融危机前后马来西亚的公司财务和治理结构。本文的贡献在于将公司治理机制与银行的作用和马来西亚特有的公司所有权结构联系起来,同时考虑到马来西亚金融体系的制度框架和历史背景,例如政府对银行业的保护以及与马来人优先政策相关的公司所有权的社会分散。版权所有布莱克威尔出版有限公司2003。
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引用次数: 297
Corporate Governance, Credit Risk and Legal Reasoning - the Case of Encompass Services Inc. 公司治理、信用风险与法律推理——以Encompass服务公司为例。
Pub Date : 2003-03-06 DOI: 10.2139/ssrn.359680
Michael C. I. Nwogugu
There has been substantial activity and discussion in the public and private sectors about corporate accountability and the quality of corporate disclosure. These issues have had substantial impact on many US companies, Japanese banks and European companies, particularly those that grew through mergers and acquisitions. Many companies have had to restate their financial statements. Service companies and technology companies now account for a substantial portion of the US economy and many modern economies. The growth of this type of entity (particularly by mergers and acquisitions) presents numerous public policy, legal, regulatory and accounting issues. Some of these companies have substantial intangible assets, the accounting for M&A and investments can be manipulated to affect reported assets and earnings. The exchange of securities and conflicts of interest inherent in such transactions can affect financial statements - all of these factors can distort strategic planning, legal analysis, performance analysis and credit analysis. Fraudulent conveyance has typically not been considered in detail in many real life transactions (processed by law firms, the SEC, accounting firms and banks), and in published materials on corporate transactions, even though fraudulent conveyance is the major means of unfair and illegal wealth transfer and fraud in corporate transactions. This paper highlights some of these issues, and illustrates the role and benefits of proper legal analysis in corporate transactions, and the convergence of corporate financial analysis and legal analysis and tax/accounting analysis. This paper also presents reasons for changes in the disclosure and accounting requirements for intangible assets, regulatory approval processes for M&A and recapitalizations, and accounting for mergers and acquisitions. All financial data is as of April 2000.
在公共和私营部门,关于公司问责制和公司信息披露的质量,已经开展了大量的活动和讨论。这些问题对许多美国企业、日本银行和欧洲企业产生了重大影响,尤其是那些通过并购实现增长的企业。许多公司不得不重述其财务报表。如今,服务公司和科技公司在美国经济和许多现代经济体中占据了相当大的比重。这类实体的增长(特别是通过兼并和收购)提出了许多公共政策、法律、监管和会计问题。其中一些公司拥有大量无形资产,并购和投资的会计处理可能会被操纵,从而影响报告的资产和收益。证券交易和此类交易中固有的利益冲突会影响财务报表——所有这些因素都会扭曲战略规划、法律分析、绩效分析和信用分析。尽管欺诈性转让是公司交易中不公平和非法的财富转移和欺诈的主要手段,但在许多现实生活中的交易(由律师事务所、美国证券交易委员会、会计师事务所和银行处理)和公司交易的公开材料中,通常没有详细考虑欺诈性转让。本文强调了其中的一些问题,并说明了适当的法律分析在公司交易中的作用和好处,以及公司财务分析、法律分析和税务/会计分析的融合。本文还介绍了无形资产的披露和会计要求、并购和资本重组的监管审批程序以及并购会计方面变化的原因。所有财务数据截止到2000年4月。
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引用次数: 25
The Trouble with Staggered Boards: A Reply to Georgeson's John Wilcox 交错董事会的麻烦:对乔治森的约翰·威尔科克斯的回答
Pub Date : 2003-03-03 DOI: 10.2139/SSRN.384980
L. Bebchuk, John C. Coates, IV, Guhan Subramanian
In recent work, we presented evidence indicating that staggered boards have adverse effects on target shareholders. John Wilcox, the Vice-Chair of Georgeson, recently published a critique of our work, urging shareholders to support staggered boards. We respond in this article to Wilcox's critique and explain why it does not weaken in any way our analysis of staggered boards.The study criticized by Wilcox, "The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy," 54 Stanford Law Review 887-951 (2002), is available at http://ssrn.com/abstract=304388. In a separate reply, "The Powerful Antitakeover Force of Staggered Boards: Further Findings and a Reply to Symposium Participants," 55 Stanford Law Review 885-917 (2002), which is available at http://ssrn.com/abstract=360840, we respond to several other responses to our original study and present additional evidence that confirms its conclusions.
在最近的工作中,我们提出了证据表明交错董事会对目标股东有不利影响。乔治森副董事长约翰•威尔科克斯(John Wilcox)最近发表了一篇批评我们工作的文章,敦促股东支持分阶段董事会。我们在本文中回应了威尔考克斯的批评,并解释了为什么它不会以任何方式削弱我们对交错董事会的分析。Wilcox批评的研究,“交错董事会的强大反收购力量:理论,证据和政策”,54 Stanford Law Review 887-951(2002),可在http://ssrn.com/abstract=304388上找到。在另一份单独的回复中,“分层董事会的强大反收购力量:进一步的发现和对研讨会参与者的回复”,55斯坦福法律评论885-917(2002),可在http://ssrn.com/abstract=360840上找到,我们回应了对我们原始研究的其他几个回应,并提供了证实其结论的额外证据。
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引用次数: 5
Preliminary Report of the American Bar Association Task Force on Corporate Responsibility 美国律师协会企业责任特别工作组的初步报告
Pub Date : 2003-01-10 DOI: 10.2139/SSRN.321701
Lawrence A. Hamermesh
The July 16, 2002 preliminary report of the American Bar Association Task Force on Corporate Responsibility recommends a variety of reforms in corporate governance through changes in listing standards, rules of professional conduct for lawyers and other practices. Recommendations in the report relating to corporate governance are: - A substantial majority of the members of a board of directors should be independent. - Corporate governance committees should consist entirely of independent directors, and be responsible for identifying and contacting potential independent directors. They also should recommend a corporate code of ethics and conduct, including a means for corporate employees and agents to advise independent directors of information about material violations of law and breaches of duty to the corporation. - Corporate audit committees should consist entirely of independent directors. They should be authorized to recommend or take action to hire or remove outside auditors, engage independent accounting or legal advisers, and establish policies governing matters that could affect the independence of outside auditors. - Corporate compensation committees should consist entirely of independent directors, and should recommend or take action on compensation for senior executive officers or engaging independent executive compensation and legal advisers as necessary or appropriate. - All material transactions between the corporation and a director or executive officer should be reviewed and approved by a committee of independent directors, taking into account fairness, the rationale for the transaction, and appropriate public disclosure. - The board of directors should adopt procedures for routine executive session meetings between corporate officers responsible for implementing internal controls and the corporate governance committee or the audit committee, or both. The report also recommends that public companies consider designating a lead independent director or an independent board chair, establishing policies to set board meeting agendas, considering policies to set term limits or rotate service on board committees, maintaining director training programs, and adopting procedures to evaluate the effectiveness of meetings, information flow, diversity of experience among directors and contributions of individual directors. The report proposes that a number of changes in the ABA Model Rules of Professional Conduct be considered by the ABA Standing Committee on Ethics and Professional Responsibility. The changes the task force proposes to the ABA Model Rules would: - Require lawyers who know or reasonably should know of misconduct by corporate officers, employees or agents to disclose the misconduct to higher corporate authorities, in some cases directly to the board of directors. - Broaden permission for lawyers to disclose information about corporate conduct that has resulted in or is reasonably certain to result in substantial injury to the
2002年7月16日,美国律师协会企业责任特别工作组的初步报告建议通过改变上市标准、律师职业行为规则和其他做法,对公司治理进行各种改革。报告中有关公司治理的建议是:——董事会的绝大多数成员应该是独立的。-公司治理委员会应完全由独立董事组成,并负责识别和联系潜在的独立董事。他们还应建议制定公司道德和行为准则,包括公司雇员和代理人向独立董事提供有关重大违法行为和违反公司职责的信息的办法。-公司审计委员会应完全由独立董事组成。他们应该被授权建议或采取行动雇用或解雇外部审计师,聘请独立的会计或法律顾问,并制定政策管理可能影响外部审计师独立性的事项。-公司薪酬委员会应完全由独立董事组成,并应就高级管理人员的薪酬提出建议或采取行动,或在必要或适当时聘请独立高管薪酬和法律顾问。-公司与董事或执行人员之间的所有重大交易都应由独立董事委员会审查和批准,并考虑到公平性、交易的理由和适当的公开披露。-董事会应制定负责实施内部控制的公司管理人员与公司治理委员会或审计委员会或两者之间的例行执行会议程序。报告还建议,上市公司应考虑任命一名首席独立董事或独立董事会主席,制定政策设定董事会会议议程,考虑制定政策设定董事会委员会的任期限制或轮换服务,维持董事培训计划,并采用评估会议有效性、信息流、董事经验多样性和个别董事贡献的程序。报告建议美国律师协会道德与职业责任常设委员会考虑对《美国律师协会职业行为示范规则》进行一些修改。专责小组对《美国律师协会示范规则》提出的修改建议包括:-要求知道或合理地应该知道公司管理人员、雇员或代理人的不当行为的律师向更高的公司当局披露不当行为,在某些情况下直接向董事会披露。-扩大对律师披露已经或有理由肯定会对他人的经济利益或财产造成重大损害的公司行为信息的许可。报告承认,美国律师协会众议院在2月份否决了一项类似的提案,当时许多公司还没有倒闭,特别工作组也还没有成立。-要求披露机密信息,以防止律师所知道的涉及犯罪的客户行为,包括违反联邦证券法的行为,这些行为有理由肯定会对他人的经济利益或财产造成重大损害。报告还敦促为外部法律顾问建立直接沟通渠道,以便将任何可能违反法律或违反公司受托责任的行为通知总法律顾问。美国律师协会特别工作组已征求书面意见,该报告将在一次或多次公开听证会上进行审议,并有望在今年向美国律师协会众议院提交最终建议。
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引用次数: 16
Governing for Genuine Profit 为真正利益而治理
Pub Date : 2003-01-01 DOI: 10.2139/ssrn.380080
Michael J. O'Hara, J.D., Ph.D.
Business corporations seek profit. That is, after subtracting cost, they maximize net revenue. Spillovers (both costs and benefits) involve trade-offs governing boards should make. Spillovers, especially when coupled with clumsy applications of discounted present value, distort a business' perception of profit. Today, businesses are buffeted by the old risks of recession and the new risks of terrorism. If modern society is to survive, then the seeds of terrorism and their fruit of tremendous loss must be contained. Accordingly, governing boards must propel businesses towards a paradigm of genuine profit. Governing boards must insist that their businesses prospect for positive feedback loops and implement a sustainable profit stream. In short, governing boards must insist that business be entrepreneurial.
商业公司追求利润。也就是说,在减去成本后,净收入最大化。溢出效应(包括成本和收益)涉及董事会应该做出的权衡。溢出效应,特别是当与贴现现值的笨拙应用相结合时,扭曲了企业对利润的看法。今天,企业受到经济衰退的老风险和恐怖主义的新风险的冲击。如果现代社会要生存下去,就必须遏制恐怖主义的种子及其造成的巨大损失。因此,管理委员会必须推动企业走向真正盈利的模式。管理委员会必须坚持,他们的业务前景是积极的反馈循环,并实现可持续的利润流。简而言之,管理委员会必须坚持企业具有创业精神。
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引用次数: 14
Stock Exchange Disclosure and Market Liquidity: An Analysis of 50 International Exchanges 证券交易所信息披露与市场流动性:对50家国际交易所的分析
Pub Date : 2002-10-14 DOI: 10.2139/ssrn.355361
C. Frost, Elizabeth A. Gordon, A. Hayes
This study examines associations between measures of stock exchange disclosure and market liquidity at the 50 member stock exchanges of the World Federation of Exchanges. We focus on stock exchange disclosure systems (rather than actual company disclosures) because this approach links stock exchange and government policy with desired outcomes related to market quality factors, such as liquidity. We find strong support for the hypothesis that strength of disclosure system (disclosure rules, monitoring and enforcement, and information dissemination) is positively associated with market liquidity, after controlling for stock exchange size, legal system and several other proxies for extent of market development and the information environment.
本研究考察了世界交易所联合会50个成员证券交易所的证券交易所披露措施与市场流动性之间的关系。我们关注证券交易所的信息披露系统(而不是实际的公司信息披露),因为这种方法将证券交易所和政府政策与市场质量因素(如流动性)相关的预期结果联系起来。在控制了证券交易所规模、法律制度和其他几个代表市场发展程度和信息环境的指标后,我们发现披露制度(披露规则、监督和执行以及信息发布)的强度与市场流动性呈正相关的假设得到了强有力的支持。
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引用次数: 42
Insider Trading in Hong Kong: Concentrated Ownership Versus the Legal Environment 香港内幕交易:股权集中与法律环境
Pub Date : 2002-10-01 DOI: 10.2139/ssrn.336702
E. C. Chang, Jun-rong Zhu, J. Pinegar
We examine the profitability of insider trading in Hong Kong between 1993 and 1997. On average, firms in Hong Kong have very concentrated ownership and insiders trade more actively and account for larger fractions of total turnover of their firms' shares than do US insiders. Inside sellers in Hong Kong earn negligible rents; however, inside buyers earn statistically and economically significant positive mean abnormal returns. Inside buyers' abnormal returns are especially large for firms in consolidated industries. We argue that such firms are less transparent than firms that operate in more focused businesses and, consequently, that shares of these firms are more likely to provide opportunities for insiders to trade based on privileged information.
我们研究了1993年至1997年间香港内幕交易的盈利能力。平均而言,香港公司的所有权非常集中,内部人士交易更为活跃,占公司股票总营业额的比例也高于美国内部人士。香港的内部卖家赚取的租金可以忽略不计;然而,内部买家获得统计上和经济上显著的正平均异常回报。内部买家的异常回报对于合并行业的公司来说尤其大。我们认为,这类公司的透明度低于那些在更专注的业务中运营的公司,因此,这些公司的股票更有可能为内部人士提供基于特权信息进行交易的机会。
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引用次数: 9
期刊
Corporate Law: Corporate Governance Law
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