首页 > 最新文献

Corporate Communications最新文献

英文 中文
Monitoring by Transient Investors? Institutions and Corporate Control 短期投资者的监控?制度与公司控制
IF 2 Q2 BUSINESS Pub Date : 2000-10-18 DOI: 10.2139/ssrn.247004
Lee Pinkowitz
Do institutions monitor management? This paper argues that even if institutions do not actively monitor, monitoring results via the takeover market. Using 139 hostile attempts from 1985-1994, I show that higher levels of institutional ownership, primarily by mutual funds, increases bid probability. The level rather than the concentration of institutional ownership is the important factor. Also, successful acquisitions are more likely when institutions sell their shares. Further, institutions are not predicting likely targets; in fact, they are net sellers prior to the announcement. Even if institutions do not take an active role in corporate governance, institutional ownership results in increased monitoring, albeit through the market for corporate control.
机构是否监督管理层?本文认为,即使机构不积极监督,也可以通过收购市场监督结果。通过分析1985年至1994年间的139起敌意收购,我发现,机构(主要是共同基金)的持股比例越高,收购的可能性就越大。重要的因素是企业股权的水平而非集中度。此外,当机构出售所持股票时,成功收购的可能性更大。此外,机构没有预测可能的目标;事实上,在公告发布之前,他们是净卖家。即使机构没有在公司治理中发挥积极作用,机构所有权也会加强监督,尽管是通过公司控制权市场。
{"title":"Monitoring by Transient Investors? Institutions and Corporate Control","authors":"Lee Pinkowitz","doi":"10.2139/ssrn.247004","DOIUrl":"https://doi.org/10.2139/ssrn.247004","url":null,"abstract":"Do institutions monitor management? This paper argues that even if institutions do not actively monitor, monitoring results via the takeover market. Using 139 hostile attempts from 1985-1994, I show that higher levels of institutional ownership, primarily by mutual funds, increases bid probability. The level rather than the concentration of institutional ownership is the important factor. Also, successful acquisitions are more likely when institutions sell their shares. Further, institutions are not predicting likely targets; in fact, they are net sellers prior to the announcement. Even if institutions do not take an active role in corporate governance, institutional ownership results in increased monitoring, albeit through the market for corporate control.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"84 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2000-10-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83845788","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: 6
Third Markets and the Second Best 第三市场和第二市场
IF 2 Q2 BUSINESS Pub Date : 2000-08-01 DOI: 10.2139/ssrn.240803
Craig Pirrong
The costs and benefits of third markets for financial instruments are widely debated. Contrary to claims that it is inefficient for third markets to free ride off of a primary exchange's price discovery, this article presents a model that implies that (1) third markets actually improve welfare, and (2) the increase is often greatest when third markets free ride. The microstructure of financial trading allows exchanges (primary markets) to restrict inefficiently the supply of liquidity and risk bearing services. Third markets mitigate this source of inefficiency, and sometimes do so most effectively when they free ride. Thus, although free entry to the exchange would maximize welfare, encouragement of a third market (by making price information a public good, for instance) may be a second-best response to exchange market power.
金融工具第三方市场的成本和收益存在广泛争议。与第三方市场从一级交易所的价格发现中搭便车是低效的说法相反,本文提出了一个模型,该模型表明:(1)第三方市场实际上改善了福利,(2)当第三方市场搭便车时,福利的增加往往是最大的。金融交易的微观结构允许交易所(一级市场)低效地限制流动性和风险承担服务的供应。第三市场缓解了这种低效率的根源,有时当它们搭便车时效果最好。因此,尽管自由进入交易所将使福利最大化,但鼓励第三市场(例如,通过使价格信息成为一种公共产品)可能是对交易所市场力量的次优回应。
{"title":"Third Markets and the Second Best","authors":"Craig Pirrong","doi":"10.2139/ssrn.240803","DOIUrl":"https://doi.org/10.2139/ssrn.240803","url":null,"abstract":"The costs and benefits of third markets for financial instruments are widely debated. Contrary to claims that it is inefficient for third markets to free ride off of a primary exchange's price discovery, this article presents a model that implies that (1) third markets actually improve welfare, and (2) the increase is often greatest when third markets free ride. The microstructure of financial trading allows exchanges (primary markets) to restrict inefficiently the supply of liquidity and risk bearing services. Third markets mitigate this source of inefficiency, and sometimes do so most effectively when they free ride. Thus, although free entry to the exchange would maximize welfare, encouragement of a third market (by making price information a public good, for instance) may be a second-best response to exchange market power.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"30 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2000-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"82332582","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
Industry Structure and the Conglomerate 'Discount': Theory and Evidence 产业结构与企业集团“折价”:理论与证据
IF 2 Q2 BUSINESS Pub Date : 2000-08-01 DOI: 10.2139/ssrn.231529
Timothy R. Burch, Vikram Nanda, M. Narayanan
Recent literature has been largely negative in its assessment of corporate diversification. Diversified firms have been regarded as destructive of firm value, prone to agency problems and divisional rent-seeking. The empirical finding that multi-division firms tend to trade at a 'discount,' or negative 'excess value' relative to their single-segment counterparts, is claimed in support of this view. Our paper offers a different, more positive, perspective. We develop a simple, industry-based model to argue that conglomeration (and discounts) may, in fact, reflect an endogenous, value-enhancing response of firms to industry conditions and agency problems prevalent in all firms, not just conglomerates. With managers reluctant to reduce assets under their control, conglomeration emerges as a way to optimally induce managers to shift resources away from an industry, in response to unfavorable conditions. The model also provides a framework, with testable implications, to analyze patterns of conglomeration and excess values across different environments. The degree of conglomeration in an industry is predicted to have an inverse relation to the excess values of conglomerates in the industry and to the investment opportunities anticipated for single-segment firms. Using a panel data set of fifty of the largest US industries, over 1978-1997, we find significant empirical support for the model's predictions.
最近的文献对公司多元化的评估基本上是负面的。多元化企业被认为是企业价值的破坏者,容易出现代理问题和部门寻租。实证发现,多部门公司倾向于以相对于单一部门公司的“折扣”或负“超额价值”进行交易,这一发现支持了这一观点。我们的论文提供了一个不同的、更积极的视角。我们开发了一个简单的、基于行业的模型来论证,事实上,集团化(和折扣)可能反映了企业对所有企业普遍存在的行业条件和代理问题的内生的、增值的反应,而不仅仅是集团化。由于管理者不愿意减少其控制下的资产,因此,企业聚集作为一种最优的方式,促使管理者将资源从一个行业转移出去,以应对不利的条件。该模型还提供了一个框架,具有可测试的含义,用于分析不同环境下的聚集模式和超额值。据预测,一个行业的聚集程度与该行业中联合企业的超额价值和单一部门公司预期的投资机会成反比。利用1978-1997年间美国50个最大行业的面板数据集,我们发现该模型的预测得到了显著的实证支持。
{"title":"Industry Structure and the Conglomerate 'Discount': Theory and Evidence","authors":"Timothy R. Burch, Vikram Nanda, M. Narayanan","doi":"10.2139/ssrn.231529","DOIUrl":"https://doi.org/10.2139/ssrn.231529","url":null,"abstract":"Recent literature has been largely negative in its assessment of corporate diversification. Diversified firms have been regarded as destructive of firm value, prone to agency problems and divisional rent-seeking. The empirical finding that multi-division firms tend to trade at a 'discount,' or negative 'excess value' relative to their single-segment counterparts, is claimed in support of this view. Our paper offers a different, more positive, perspective. We develop a simple, industry-based model to argue that conglomeration (and discounts) may, in fact, reflect an endogenous, value-enhancing response of firms to industry conditions and agency problems prevalent in all firms, not just conglomerates. With managers reluctant to reduce assets under their control, conglomeration emerges as a way to optimally induce managers to shift resources away from an industry, in response to unfavorable conditions. The model also provides a framework, with testable implications, to analyze patterns of conglomeration and excess values across different environments. The degree of conglomeration in an industry is predicted to have an inverse relation to the excess values of conglomerates in the industry and to the investment opportunities anticipated for single-segment firms. Using a panel data set of fifty of the largest US industries, over 1978-1997, we find significant empirical support for the model's predictions.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"20 9 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2000-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"82906895","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: 23
How Quantum, Dlj and Ziff-Davis are Keeping on Track with 'Tracking Stock': Part I Quantum、Dlj和Ziff-Davis如何通过“跟踪股票”保持跟踪:第一部分
IF 2 Q2 BUSINESS Pub Date : 2000-06-29 DOI: 10.2139/ssrn.223634
Jeffrey J. Haas
Part I of this article provides an introduction to tracking stock. It discusses the benefits of a tracking stock equity structure and why companies are issuing tracking stock today, and describes the risks that tracking stocks pose to investors. Part II of this article, which will appear in the October issue of Wallstreetlawyer.com, will cover the implementation of a tracking stock equity structure, as well as describe features common to most tracking stocks in the marketplace.
本文的第一部分介绍了跟踪库存。它讨论了跟踪股票股权结构的好处,以及为什么公司今天发行跟踪股票,并描述了跟踪股票给投资者带来的风险。这篇文章的第二部分将出现在华尔街律师网站10月号上,将涵盖跟踪股票股权结构的实施,以及描述市场上大多数跟踪股票的共同特征。
{"title":"How Quantum, Dlj and Ziff-Davis are Keeping on Track with 'Tracking Stock': Part I","authors":"Jeffrey J. Haas","doi":"10.2139/ssrn.223634","DOIUrl":"https://doi.org/10.2139/ssrn.223634","url":null,"abstract":"Part I of this article provides an introduction to tracking stock. It discusses the benefits of a tracking stock equity structure and why companies are issuing tracking stock today, and describes the risks that tracking stocks pose to investors. Part II of this article, which will appear in the October issue of Wallstreetlawyer.com, will cover the implementation of a tracking stock equity structure, as well as describe features common to most tracking stocks in the marketplace.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"51 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2000-06-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"80765645","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: 5
A Global Solution to Multinational Default 跨国公司违约的全球解决方案
IF 2 Q2 BUSINESS Pub Date : 2000-06-01 DOI: 10.2139/ssrn.259960
J. L. Westbrook
Universalism-administration of multinational insolvencies by a leading court applying a single bankruptcy law-is the correct long-term solution to the problem presented by the general default of a multinational company. Bankruptcy is one of those laws that cannot perform its function unless it is symmetrical to the market in which it operates. Virtually all theorists share this view and it is reflected in the nearly unanimous practice of nations, including the United States. The only substantive objection is that universalism would too greatly submerge national policies, but experience in the United States and elsewhere demonstrates that a national, market-symmetrical law can largely accommodate local policies. In the same way, an international system could permit considerable play to varying national policies and could enforce them more effectively against multinationals. Although it is argued that universalism is unlikely to be achieved in the foreseeable future, globalization is producing enormous pressures for legal convergence and those pressures are most likely to prevail as to laws that require market-symmetry to be successful. Many of the obstacles to universalism are also obstacles to coordination and harmonization in anti-trust, securities laws, and other business laws. Solutions in each area will feed solutions in the others, if globalization continues. Contractualism as an alternative to universalism is not workable domestically or internationally unless based on a system of dominant security interests. The theoretical benefits of such a system remain highly controversial and its prospects for international adoption are bleak. "Modified universalism" as proposed in the American Law Institute Transnational Insolvency Project is the best interim solution pending movement to true universalism, because its pragmatic flexibility provides the best fit with the current patchwork of laws in the global market and because it will foster the smoothest and fastest transition to true universalism.
普遍主义——由主要法院适用单一破产法来管理跨国公司破产——是跨国公司普遍违约问题的正确长期解决办法。破产法是那些除非与其所处的市场对称,否则无法发挥其功能的法律之一。几乎所有的理论家都同意这一观点,这反映在包括美国在内的几乎一致的国家实践中。唯一实质性的反对意见是,普遍主义会极大地淹没国家政策,但美国和其他地方的经验表明,国家的、市场对称的法律可以在很大程度上适应地方政策。同样,国际制度可以允许相当大程度地发挥各种国家政策的作用,并可以对跨国公司更有效地执行这些政策。尽管有人认为普遍主义在可预见的未来不太可能实现,但全球化正在对法律趋同产生巨大压力,而这些压力最有可能在要求市场对称才能成功的法律中占上风。普遍主义的许多障碍也阻碍了反垄断法、证券法和其他商业法的协调和统一。如果全球化继续下去,每个领域的解决方案都会催生其他领域的解决方案。除非以安全利益占主导地位的制度为基础,否则契约主义作为普遍主义的替代方案在国内或国际上都是不可行的。这种制度的理论上的好处仍然有很大的争议,其国际采用的前景是暗淡的。美国法学会跨国破产项目提出的“修正的普遍主义”是走向真正普遍主义的最佳临时解决方案,因为其务实的灵活性最适合当前全球市场上各种法律的拼凑,也因为它将促进向真正普遍主义的最顺利和最快的过渡。
{"title":"A Global Solution to Multinational Default","authors":"J. L. Westbrook","doi":"10.2139/ssrn.259960","DOIUrl":"https://doi.org/10.2139/ssrn.259960","url":null,"abstract":"Universalism-administration of multinational insolvencies by a leading court applying a single bankruptcy law-is the correct long-term solution to the problem presented by the general default of a multinational company. Bankruptcy is one of those laws that cannot perform its function unless it is symmetrical to the market in which it operates. Virtually all theorists share this view and it is reflected in the nearly unanimous practice of nations, including the United States. The only substantive objection is that universalism would too greatly submerge national policies, but experience in the United States and elsewhere demonstrates that a national, market-symmetrical law can largely accommodate local policies. In the same way, an international system could permit considerable play to varying national policies and could enforce them more effectively against multinationals. Although it is argued that universalism is unlikely to be achieved in the foreseeable future, globalization is producing enormous pressures for legal convergence and those pressures are most likely to prevail as to laws that require market-symmetry to be successful. Many of the obstacles to universalism are also obstacles to coordination and harmonization in anti-trust, securities laws, and other business laws. Solutions in each area will feed solutions in the others, if globalization continues. Contractualism as an alternative to universalism is not workable domestically or internationally unless based on a system of dominant security interests. The theoretical benefits of such a system remain highly controversial and its prospects for international adoption are bleak. \"Modified universalism\" as proposed in the American Law Institute Transnational Insolvency Project is the best interim solution pending movement to true universalism, because its pragmatic flexibility provides the best fit with the current patchwork of laws in the global market and because it will foster the smoothest and fastest transition to true universalism.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"32 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2000-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"84315273","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: 56
Share Buy-Backs: An Empirical Investigation 股票回购:一项实证调查
IF 2 Q2 BUSINESS Pub Date : 2000-05-01 DOI: 10.2139/ssrn.227930
I. Ramsay, Asjeet S. Lamba
Studies of share repurchases, or share buy-backs as they are referred to in Australia, have been an important part of financial research. In addition, there is increasing interest in the relationship between legal regulation and finance. In this Research Report, we combine these areas of research and examine the effects of the changing legal regulation of share buy-backs in Australia. Prior to 1989 Australian companies were prohibited from repurchasing their shares, and until 1995 they were heavily regulated with few companies repurchasing their shares. In December 1995 the legal regulation of share buy-backs was simplified making it considerably easier for companies to repurchase their shares. The changing Australian regulation of share buy-backs provides a unique opportunity to test the effects of legal regulation on companies' financing decisions. In particular, we examine whether the highly regulated environment for share buy-backs that existed during 1989-95 meant that companies were unable to undertake buy-backs for the purpose of information signalling. In the less regulated environment, which existed after 1995, we examine whether companies have been able to undertake buy-backs for the purpose of information signalling. Our results indicate that the stringent regulation of share buy-backs during 1989-95 made them less effective as a credible signalling mechanism. Further, we find that the market generally reacts the most positively to on-market buy-backs, while the reaction to other types of share buy-backs is positive but not statistically significant. Finally, we also find that the abnormal returns earned by resource sector companies announcing share buy-backs are generally higher than the abnormal returns earned by share buy-backs announced by companies in the industrial and financial services sectors.
对股票回购的研究,或在澳大利亚被称为股票回购,一直是金融研究的重要组成部分。此外,人们对法律监管与金融之间的关系越来越感兴趣。在本研究报告中,我们将这些研究领域结合起来,研究澳大利亚股票回购法律法规变化的影响。在1989年之前,澳大利亚公司被禁止回购股票,直到1995年,它们受到严格监管,很少有公司回购股票。1995年12月,简化了股票回购的法律规定,使公司更容易回购其股票。澳大利亚不断变化的股票回购监管为检验法律监管对公司融资决策的影响提供了一个独特的机会。特别是,我们研究了1989- 1995年间存在的高度监管的股票回购环境是否意味着公司无法以信息信号为目的进行回购。在1995年之后监管较少的环境中,我们考察了公司是否能够为信息信号的目的进行回购。我们的研究结果表明,1989- 1995年期间对股票回购的严格监管使其作为可信信号机制的有效性降低。此外,我们发现市场对市场回购的反应通常是最积极的,而对其他类型的股票回购的反应是积极的,但没有统计学意义。最后,我们还发现资源行业公司宣布的股票回购的异常收益普遍高于工业和金融服务行业公司宣布的股票回购的异常收益。
{"title":"Share Buy-Backs: An Empirical Investigation","authors":"I. Ramsay, Asjeet S. Lamba","doi":"10.2139/ssrn.227930","DOIUrl":"https://doi.org/10.2139/ssrn.227930","url":null,"abstract":"Studies of share repurchases, or share buy-backs as they are referred to in Australia, have been an important part of financial research. In addition, there is increasing interest in the relationship between legal regulation and finance. In this Research Report, we combine these areas of research and examine the effects of the changing legal regulation of share buy-backs in Australia. Prior to 1989 Australian companies were prohibited from repurchasing their shares, and until 1995 they were heavily regulated with few companies repurchasing their shares. In December 1995 the legal regulation of share buy-backs was simplified making it considerably easier for companies to repurchase their shares. The changing Australian regulation of share buy-backs provides a unique opportunity to test the effects of legal regulation on companies' financing decisions. In particular, we examine whether the highly regulated environment for share buy-backs that existed during 1989-95 meant that companies were unable to undertake buy-backs for the purpose of information signalling. In the less regulated environment, which existed after 1995, we examine whether companies have been able to undertake buy-backs for the purpose of information signalling. Our results indicate that the stringent regulation of share buy-backs during 1989-95 made them less effective as a credible signalling mechanism. Further, we find that the market generally reacts the most positively to on-market buy-backs, while the reaction to other types of share buy-backs is positive but not statistically significant. Finally, we also find that the abnormal returns earned by resource sector companies announcing share buy-backs are generally higher than the abnormal returns earned by share buy-backs announced by companies in the industrial and financial services sectors.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"24 30","pages":""},"PeriodicalIF":2.0,"publicationDate":"2000-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.2139/ssrn.227930","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"72408248","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: 18
Corporate Governance in Korea at the Millennium: Enhancing International Competitiveness (Final Report and Legal Reform Recommendations to the Ministry of Justice of the Republic of Korea) 千禧年的韩国公司治理:提高国际竞争力(提交大韩民国法务部的最终报告和法律改革建议)
IF 2 Q2 BUSINESS Pub Date : 2000-05-01 DOI: 10.2139/SSRN.222491
B. Metzger, Bernard Black, Timothy O'Brien, Y. Shin
The core of this article is our May 2000 Report to the Ministry of Justice of the Republic of Korea. The Report reviews South Korea's corporate governance system and recommends legal reforms to improve Korean corporate governance and protect against a repeat of Korea's governance-related financial crisis of 1997-1998. The Report's principal recommendations include enhancing the role of public company boards of directors, strengthening independent director and non-interested shareholder review of related party transactions, and requiring cumulative voting and preemptive rights for public companies. The Introduction by Bernard Black that precedes the Report discusses the ongoing transition in Korean corporate governance, and the political and economic forces behind that transition. Note: This paper is identical to the article as published in the Journal of Corporation Law. The published article is available, without the Stanford Law and Economics cover page, at http://papers.ssrn.com/abstract=279064
这篇文章的核心是我们2000年5月提交给韩国法务部的报告。该报告回顾了韩国的公司治理体系,并建议进行法律改革,以改善韩国的公司治理,防止1997-1998年韩国与治理相关的金融危机重演。该报告的主要建议包括加强上市公司董事会的作用,加强独立董事和非利益相关者对关联交易的审查,以及要求上市公司拥有累积表决权和优先购买权。伯纳德•布莱克在报告前的引言部分讨论了韩国企业支配结构的转变,以及这种转变背后的政治和经济力量。注:本文与《公司法》上发表的文章相同。已发表的文章可在http://papers.ssrn.com/abstract=279064上获得,不含斯坦福法律与经济学封面页
{"title":"Corporate Governance in Korea at the Millennium: Enhancing International Competitiveness (Final Report and Legal Reform Recommendations to the Ministry of Justice of the Republic of Korea)","authors":"B. Metzger, Bernard Black, Timothy O'Brien, Y. Shin","doi":"10.2139/SSRN.222491","DOIUrl":"https://doi.org/10.2139/SSRN.222491","url":null,"abstract":"The core of this article is our May 2000 Report to the Ministry of Justice of the Republic of Korea. The Report reviews South Korea's corporate governance system and recommends legal reforms to improve Korean corporate governance and protect against a repeat of Korea's governance-related financial crisis of 1997-1998. The Report's principal recommendations include enhancing the role of public company boards of directors, strengthening independent director and non-interested shareholder review of related party transactions, and requiring cumulative voting and preemptive rights for public companies. The Introduction by Bernard Black that precedes the Report discusses the ongoing transition in Korean corporate governance, and the political and economic forces behind that transition. Note: This paper is identical to the article as published in the Journal of Corporation Law. The published article is available, without the Stanford Law and Economics cover page, at http://papers.ssrn.com/abstract=279064","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"15 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2000-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"79695395","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: 31
The Directors' and Officers' Insurance Premium: An Outside Assessment of the Quality of Corporate Governance 董事和高级管理人员的保险费:公司治理质量的外部评估
IF 2 Q2 BUSINESS Pub Date : 2000-05-01 DOI: 10.2139/ssrn.229803
J. Core
Using a sample of directors' and officers' (D&O) premiums gathered from the proxy statements of Canadian companies, this article examines the D&O premium as a measure of ex ante litigation risk. I find a significant association between D&O premiums and variables that proxy for the quality of firms' governance structures. The association between the proxies for governance structure quality and D&O premiums is robust to a number of alternative specifications. This article provides confirmatory evidence that the D&O premium reflects the quality of the firm's corporate governance by showing that measures of weak governance implied by the D&O premium are positively related to excess CEO compensation. The overall results suggest that D&O premiums contain useful information about the quality of firms' governance. Copyright 2000 by Oxford University Press.
本文以加拿大公司委托书中的董事和高级职员(D&O)溢价为样本,考察了D&O溢价作为事前诉讼风险的衡量标准。我发现D&O溢价与代表公司治理结构质量的变量之间存在显著关联。治理结构质量和D&O溢价的代理之间的关联对于许多可选规范来说是健壮的。本文提供了验证性的证据,证明D&O溢价反映了公司治理的质量,表明D&O溢价暗示的治理薄弱指标与CEO薪酬过高呈正相关。总体结果表明,D&O溢价包含有关公司治理质量的有用信息。牛津大学出版社2000版权所有。
{"title":"The Directors' and Officers' Insurance Premium: An Outside Assessment of the Quality of Corporate Governance","authors":"J. Core","doi":"10.2139/ssrn.229803","DOIUrl":"https://doi.org/10.2139/ssrn.229803","url":null,"abstract":"Using a sample of directors' and officers' (D&O) premiums gathered from the proxy statements of Canadian companies, this article examines the D&O premium as a measure of ex ante litigation risk. I find a significant association between D&O premiums and variables that proxy for the quality of firms' governance structures. The association between the proxies for governance structure quality and D&O premiums is robust to a number of alternative specifications. This article provides confirmatory evidence that the D&O premium reflects the quality of the firm's corporate governance by showing that measures of weak governance implied by the D&O premium are positively related to excess CEO compensation. The overall results suggest that D&O premiums contain useful information about the quality of firms' governance. Copyright 2000 by Oxford University Press.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"110 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2000-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83550589","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: 214
Corporate Governance: Theories, Challenges and Paradigms 公司治理:理论、挑战与范式
IF 2 Q2 BUSINESS Pub Date : 2000-04-12 DOI: 10.2139/ssrn.221350
S. Turnbull
This paper provides orientation in understanding the topic of corporate governance to further research, analysis and reform. Limitations in the theories and practices of the dominant Anglo paradigm are identified. Various viewpoints used in analysing corporate governance are described with their cultural specificities. To transcend and subsume other approaches and various institutional contexts, information and control theory is shown to provide a way of grounding corporate governance, theories of the firm, and the analysis of organisations in general in the science of cybernetics. Some research and reform opportunities are considered.
本文为进一步研究、分析和改革公司治理这一课题提供了方向。确定了占主导地位的盎格鲁范式在理论和实践中的局限性。在分析公司治理中使用的各种观点及其文化特殊性进行了描述。为了超越和包容其他方法和各种制度背景,信息和控制理论被证明为公司治理、企业理论和控制论科学中一般组织分析提供了一种基础方法。考虑了一些研究和改革的机会。
{"title":"Corporate Governance: Theories, Challenges and Paradigms","authors":"S. Turnbull","doi":"10.2139/ssrn.221350","DOIUrl":"https://doi.org/10.2139/ssrn.221350","url":null,"abstract":"This paper provides orientation in understanding the topic of corporate governance to further research, analysis and reform. Limitations in the theories and practices of the dominant Anglo paradigm are identified. Various viewpoints used in analysing corporate governance are described with their cultural specificities. To transcend and subsume other approaches and various institutional contexts, information and control theory is shown to provide a way of grounding corporate governance, theories of the firm, and the analysis of organisations in general in the science of cybernetics. Some research and reform opportunities are considered.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"53 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2000-04-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"84726907","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: 52
The Mother of All Path Dependencies: Toward a Cross-Cultural Theory of Corporate Governance Systems 所有路径依赖之母:走向公司治理制度的跨文化理论
IF 2 Q2 BUSINESS Pub Date : 2000-02-01 DOI: 10.2139/ssrn.208489
A. Licht
The goal of this article is threefold. First, it points out the growing awareness among practitioners and theorists of the relevancy of national culture to corporate governance and securities regulation. It shows that efforts to treat cross-cultural aspects so far have been few and sporadic and thus posits the urgent need for a systematic cross-cultural theory of corporate governance systems. Second, this article introduces the framework of cultural value dimensions (CVD) of cross-cultural psychology and demonstrates its potential usefulness for analyzing problems of the sort discussed here. It highlights the promise held by the CVD framework for producing testable hypotheses with regard to cultural features of corporate governance systems, in a fashion similar to standard analyses of corporate finance. Third, this article sketches out an outline for a cross-cultural theory of corporate governance systems based on the CVD framework by implementing it to fundamental issues like shareholding structures and the regulation of self-dealing, insider trading, and disclosure. It concludes that national cultures can be seen, metaphorically, as the mother of path dependence dynamics in the sense that they play a role in both the origin and in future development of corporate governance systems. The mode of analysis proposed in this article could be extended to other legal fields and also looks very promising for the study of law and social norms.
本文的目标有三个。首先,它指出实践者和理论家越来越意识到民族文化与公司治理和证券监管的相关性。这表明,迄今为止,对跨文化方面的研究还很少,而且是零星的,因此迫切需要一个系统的公司治理制度的跨文化理论。其次,本文介绍了跨文化心理学的文化价值维度(CVD)框架,并展示了它对分析这里讨论的问题的潜在用处。它强调了CVD框架的承诺,即以类似于公司财务标准分析的方式,就公司治理系统的文化特征提出可检验的假设。第三,通过将CVD框架应用于股权结构、自营交易、内幕交易、信息披露等根本性问题,勾勒出基于CVD框架的公司治理制度跨文化理论的轮廓。它的结论是,从某种意义上说,民族文化可以被视为路径依赖动力学的母亲,因为它们在公司治理系统的起源和未来发展中都发挥了作用。本文提出的分析模式可以推广到其他法律领域,对法律和社会规范的研究也很有前景。
{"title":"The Mother of All Path Dependencies: Toward a Cross-Cultural Theory of Corporate Governance Systems","authors":"A. Licht","doi":"10.2139/ssrn.208489","DOIUrl":"https://doi.org/10.2139/ssrn.208489","url":null,"abstract":"The goal of this article is threefold. First, it points out the growing awareness among practitioners and theorists of the relevancy of national culture to corporate governance and securities regulation. It shows that efforts to treat cross-cultural aspects so far have been few and sporadic and thus posits the urgent need for a systematic cross-cultural theory of corporate governance systems. Second, this article introduces the framework of cultural value dimensions (CVD) of cross-cultural psychology and demonstrates its potential usefulness for analyzing problems of the sort discussed here. It highlights the promise held by the CVD framework for producing testable hypotheses with regard to cultural features of corporate governance systems, in a fashion similar to standard analyses of corporate finance. Third, this article sketches out an outline for a cross-cultural theory of corporate governance systems based on the CVD framework by implementing it to fundamental issues like shareholding structures and the regulation of self-dealing, insider trading, and disclosure. It concludes that national cultures can be seen, metaphorically, as the mother of path dependence dynamics in the sense that they play a role in both the origin and in future development of corporate governance systems. The mode of analysis proposed in this article could be extended to other legal fields and also looks very promising for the study of law and social norms.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"43 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2000-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"91277949","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: 191
期刊
Corporate Communications
全部 Acc. Chem. Res. ACS Applied Bio Materials ACS Appl. Electron. Mater. ACS Appl. Energy Mater. ACS Appl. Mater. Interfaces ACS Appl. Nano Mater. ACS Appl. Polym. Mater. ACS BIOMATER-SCI ENG ACS Catal. ACS Cent. Sci. ACS Chem. Biol. ACS Chemical Health & Safety ACS Chem. Neurosci. ACS Comb. Sci. ACS Earth Space Chem. ACS Energy Lett. ACS Infect. Dis. ACS Macro Lett. ACS Mater. Lett. ACS Med. Chem. Lett. ACS Nano ACS Omega ACS Photonics ACS Sens. ACS Sustainable Chem. Eng. ACS Synth. Biol. Anal. Chem. BIOCHEMISTRY-US Bioconjugate Chem. BIOMACROMOLECULES Chem. Res. Toxicol. Chem. Rev. Chem. Mater. CRYST GROWTH DES ENERG FUEL Environ. Sci. Technol. Environ. Sci. Technol. Lett. Eur. J. Inorg. Chem. IND ENG CHEM RES Inorg. Chem. J. Agric. Food. Chem. J. Chem. Eng. Data J. Chem. Educ. J. Chem. Inf. Model. J. Chem. Theory Comput. J. Med. Chem. J. Nat. Prod. J PROTEOME RES J. Am. Chem. Soc. LANGMUIR MACROMOLECULES Mol. Pharmaceutics Nano Lett. Org. Lett. ORG PROCESS RES DEV ORGANOMETALLICS J. Org. Chem. J. Phys. Chem. J. Phys. Chem. A J. Phys. Chem. B J. Phys. Chem. C J. Phys. Chem. Lett. Analyst Anal. Methods Biomater. Sci. Catal. Sci. Technol. Chem. Commun. Chem. Soc. Rev. CHEM EDUC RES PRACT CRYSTENGCOMM Dalton Trans. Energy Environ. Sci. ENVIRON SCI-NANO ENVIRON SCI-PROC IMP ENVIRON SCI-WAT RES Faraday Discuss. Food Funct. Green Chem. Inorg. Chem. Front. Integr. Biol. J. Anal. At. Spectrom. J. Mater. Chem. A J. Mater. Chem. B J. Mater. Chem. C Lab Chip Mater. Chem. Front. Mater. Horiz. MEDCHEMCOMM Metallomics Mol. Biosyst. Mol. Syst. Des. Eng. Nanoscale Nanoscale Horiz. Nat. Prod. Rep. New J. Chem. Org. Biomol. Chem. Org. Chem. Front. PHOTOCH PHOTOBIO SCI PCCP Polym. Chem.
×
引用
GB/T 7714-2015
复制
MLA
复制
APA
复制
导出至
BibTeX EndNote RefMan NoteFirst NoteExpress
×
0
微信
客服QQ
Book学术公众号 扫码关注我们
反馈
×
意见反馈
请填写您的意见或建议
请填写您的手机或邮箱
×
提示
您的信息不完整,为了账户安全,请先补充。
现在去补充
×
提示
您因"违规操作"
具体请查看互助需知
我知道了
×
提示
现在去查看 取消
×
提示
确定
Book学术官方微信
Book学术文献互助
Book学术文献互助群
群 号:481959085
Book学术
文献互助 智能选刊 最新文献 互助须知 联系我们:info@booksci.cn
Book学术提供免费学术资源搜索服务,方便国内外学者检索中英文文献。致力于提供最便捷和优质的服务体验。
Copyright © 2023 Book学术 All rights reserved.
ghs 京公网安备 11010802042870号 京ICP备2023020795号-1