This study investigates the effect of the presence of a firm's general counsel on the top management team on the likelihood that a US publicly traded company is targeted by a securities class action (SCA).
Research Findings/Insights
Using a US sample of class action lawsuits against publicly traded companies, we provide evidence that firms whose top management includes the general counsel (TMC) are less likely to be involved in SCAs. We further investigate the association of the presence of a TMC with the subsequent four litigation outcomes: market reaction to the lawsuits, duration of the lawsuit process, dismissal of the lawsuit, and the settlement approved by the courts. We find that firms with a TMC experience more favorable consequences on all four dimensions of litigation outcomes. The results hold after controlling for endogeneity, unobserved firm-related omitted variable bias, and monitoring mechanisms.
Theoretical/Academic Implications
The findings support that establishing a TMC acts as an effective governance mechanism in reducing corporate litigation risk and adverse legal outcomes.
Practitioner/Policy Implications
Our evidence suggests that a TMC can help monitor operating and financial decisions. This study suggests that Section 307 of the Sarbanes–Oxley Act (SOX) works in terms of explicitly emphasizing the general counsel's responsibility. Thus, this study offers insights to policymakers who are interested in enhancing the function of the governance mechanism by which a corporate general counsel can influence the capital market.
{"title":"Does the presence of a general counsel in top management affect securities class action lawsuits?","authors":"Audrey Wen-Hsin Hsu, Sophia Liu","doi":"10.1111/corg.12527","DOIUrl":"10.1111/corg.12527","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study investigates the effect of the presence of a firm's general counsel on the top management team on the likelihood that a US publicly traded company is targeted by a securities class action (SCA).</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using a US sample of class action lawsuits against publicly traded companies, we provide evidence that firms whose top management includes the general counsel (TMC) are less likely to be involved in SCAs. We further investigate the association of the presence of a TMC with the subsequent four litigation outcomes: market reaction to the lawsuits, duration of the lawsuit process, dismissal of the lawsuit, and the settlement approved by the courts. We find that firms with a TMC experience more favorable consequences on all four dimensions of litigation outcomes. The results hold after controlling for endogeneity, unobserved firm-related omitted variable bias, and monitoring mechanisms.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>The findings support that establishing a TMC acts as an effective governance mechanism in reducing corporate litigation risk and adverse legal outcomes.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Our evidence suggests that a TMC can help monitor operating and financial decisions. This study suggests that Section 307 of the Sarbanes–Oxley Act (SOX) works in terms of explicitly emphasizing the general counsel's responsibility. Thus, this study offers insights to policymakers who are interested in enhancing the function of the governance mechanism by which a corporate general counsel can influence the capital market.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 2","pages":"275-296"},"PeriodicalIF":5.3,"publicationDate":"2023-04-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48603255","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Shahadat Hossain, Jeremy Galbreath, Mostafa Monzur Hasan, Trond Randøy
Research Question/Issue
This study investigates the impact of family governance, including founder directors and their ties to family members on the board, on the social performance of microfinance institutions (MFIs), a special kind of social enterprise with dual objectives.
Research Findings/Insights
Using a dataset of 735 MFIs operating in Bangladesh from 2007 to 2017, we find that founder directors and board members with family ties to the founder have an adverse impact on MFIs' social performance. These findings hold when we perform several robustness tests and endogeneity tests.
Theoretical/Academic Implications
We contribute to the corporate governance literature on MFIs and social enterprises in two ways. First, our findings suggest that, when MFIs are confronted with dual performance objectives, founder directors may “trade off” social outcomes in favor of economic outcomes and therefore adversely affect MFIs' social performance. Second, our findings extend the literature by showing that the presence of board members with family ties to founder directors also adversely affects MFIs' social performance.
Practitioner/Policy Implications
This study suggests that MFIs' board composition influences their governance and ability to oversee their social and financial performance effectively. If MFIs' social performance is a major concern of national policy makers, then regulation should be put in place to limit board recruitment with family ties.
{"title":"All in the family? The impact of founder directors and family governance on microfinance institutions' social performance","authors":"Shahadat Hossain, Jeremy Galbreath, Mostafa Monzur Hasan, Trond Randøy","doi":"10.1111/corg.12528","DOIUrl":"10.1111/corg.12528","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study investigates the impact of family governance, including founder directors and their ties to family members on the board, on the social performance of microfinance institutions (MFIs), a special kind of social enterprise with dual objectives.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using a dataset of 735 MFIs operating in Bangladesh from 2007 to 2017, we find that founder directors and board members with family ties to the founder have an adverse impact on MFIs' social performance. These findings hold when we perform several robustness tests and endogeneity tests.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>We contribute to the corporate governance literature on MFIs and social enterprises in two ways. First, our findings suggest that, when MFIs are confronted with dual performance objectives, founder directors may “trade off” social outcomes in favor of economic outcomes and therefore adversely affect MFIs' social performance. Second, our findings extend the literature by showing that the presence of board members with family ties to founder directors also adversely affects MFIs' social performance.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This study suggests that MFIs' board composition influences their governance and ability to oversee their social and financial performance effectively. If MFIs' social performance is a major concern of national policy makers, then regulation should be put in place to limit board recruitment with family ties.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 2","pages":"249-274"},"PeriodicalIF":5.3,"publicationDate":"2023-04-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12528","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"45356386","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
This study examines firms' reactions to the duration of underperformance. We posit that firms are more likely to engage in misconduct to solve the problem of underperformance as the length of time a firm has been underperforming prolongs. Further, we investigate how divergent external governance actors shape underperforming firms' motivation for misconduct and consequently affect their responses to underperformance duration.
Research Findings/Insights
Using bivariate probit estimations for panel data of 2662 Chinese publicly listed firms during 2007–2018, we uncover that underperformance duration is positively associated with the likelihood of a corporate misconduct commission. In addition, the positive relationship between the duration of firm underperformance and corporate misconduct is mitigated by the level of state ownership but reinforced by the number of analysts covering the firm.
Theoretical/Academic Implications
This study extends the behavioral theory of the firm by incorporating the construct of underperformance duration from a time perspective, which is a proactive signal of firms' illicit decisions. We show that the duration of underperformance is positively associated with the likelihood of corporate misconduct, which is moderated by the firms' external governance actors who have different time pressures to solve financial problems.
Practitioner/Policy Implications
This study offers insights for regulators interested in the prevention of ex-ant misconduct. Identifying underperformance duration as a critical predictor of illegal activities helps to improve regulators' vigilance. Moreover, a holistic executive evaluation system that shows more tolerance for short-term underperformance is needed.
{"title":"A matter of time: The influence of underperformance duration on corporate misconduct","authors":"Amy Tong Zhao, Shufeng Xiao","doi":"10.1111/corg.12526","DOIUrl":"10.1111/corg.12526","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This study examines firms' reactions to the duration of underperformance. We posit that firms are more likely to engage in misconduct to solve the problem of underperformance as the length of time a firm has been underperforming prolongs. Further, we investigate how divergent external governance actors shape underperforming firms' motivation for misconduct and consequently affect their responses to underperformance duration.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using bivariate probit estimations for panel data of 2662 Chinese publicly listed firms during 2007–2018, we uncover that underperformance duration is positively associated with the likelihood of a corporate misconduct commission. In addition, the positive relationship between the duration of firm underperformance and corporate misconduct is mitigated by the level of state ownership but reinforced by the number of analysts covering the firm.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>This study extends the behavioral theory of the firm by incorporating the construct of underperformance duration from a time perspective, which is a proactive signal of firms' illicit decisions. We show that the duration of underperformance is positively associated with the likelihood of corporate misconduct, which is moderated by the firms' external governance actors who have different time pressures to solve financial problems.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This study offers insights for regulators interested in the prevention of ex-ant misconduct. Identifying underperformance duration as a critical predictor of illegal activities helps to improve regulators' vigilance. Moreover, a holistic executive evaluation system that shows more tolerance for short-term underperformance is needed.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 2","pages":"228-248"},"PeriodicalIF":5.3,"publicationDate":"2023-03-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49039023","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Using insights from an in-depth qualitative interview study, we propose an input-process-output model where the link between women directors (input) and corporate financial performance (output) is mediated by board attendance and where board attendance serves as a proxy of several intermediate but latent board processes. Further, we dig deeper into the nonlinearities of female boardroom representation by analyzing in how far the postulated mediation depends on the number of women in the boardroom.
Research Findings/Insights
Analyzing quantitative data from German supervisory boards over an 11-year period, we find the link between women directors and corporate financial performance to be partially mediated by board attendance, and we find the mediation to depend on whether there is more than just one “token” woman in the boardroom. When there is only one woman in the boardroom, her presence is positively linked to board attendance, but the higher board attendance does not to translate into a better corporate financial performance.
Theoretical/Academic Implications
Our study contributes to theory, by inductively enriching our understanding of how and when women directors and corporate financial performance are linked.
Practitioner/Policy Implications
Our study encourages firms to appoint more than one woman to the boardroom to profit from an enhanced board attendance that will then also translate into a better corporate financial performance.
{"title":"Women directors, board attendance, and corporate financial performance","authors":"Jasmin Joecks, Kerstin Pull, Katrin Scharfenkamp","doi":"10.1111/corg.12525","DOIUrl":"10.1111/corg.12525","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>Using insights from an in-depth qualitative interview study, we propose an input-process-output model where the link between women directors (input) and corporate financial performance (output) is mediated by board attendance and where board attendance serves as a proxy of several intermediate but latent board processes. Further, we dig deeper into the nonlinearities of female boardroom representation by analyzing in how far the postulated mediation depends on the number of women in the boardroom.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Analyzing quantitative data from German supervisory boards over an 11-year period, we find the link between women directors and corporate financial performance to be partially mediated by board attendance, and we find the mediation to depend on whether there is more than just one “token” woman in the boardroom. When there is only one woman in the boardroom, her presence is positively linked to board attendance, but the higher board attendance does not to translate into a better corporate financial performance.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our study contributes to theory, by inductively enriching our understanding of how and when women directors and corporate financial performance are linked.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Our study encourages firms to appoint more than one woman to the boardroom to profit from an enhanced board attendance that will then also translate into a better corporate financial performance.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 2","pages":"205-227"},"PeriodicalIF":5.3,"publicationDate":"2023-03-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12525","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"45181354","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Saneesh Edacherian, Ansgar Richter, Amit Karna, Balagopal Gopalakrishnan
Research Question/Issue
Information processing, agency, and resource dependence perspectives provide diverging predictions regarding the relationship between board interlocks and firm performance, which are rooted in different perspectives on the roles of boards of directors. This study argues that these various approaches are reconcilable when considering the nature of board committees to which the interlocked directors are assigned.
Research Findings/Insights
We test our hypotheses on a sample of 5133 firm-year observations in India. Our analyses support our hypotheses. The results show that interlocks between audit committees, whose primary function relates to providing financial oversight and ensuring compliance, are negatively related to firm performance. In contrast, interlocks between nomination and remuneration committees of Indian firms, which provide them with access to resources such as human capital and information on appropriate incentive structures, are positively related to performance.
Theoretical/Academic Implications
Our study clarifies the relationship between board committee interlocks and firm performance by taking a multi-theoretical perspective. Our analysis suggests that information processing, agency, and resource dependence theories complement one another in explaining the effect of interlocks on firm performance.
Practitioner/Policy Implications
Our results show that it is not board interlocks per se that are detrimental to firm performance; in fact, appointing well-connected directors with experience in serving on other boards might be beneficial for firms. However, firms should not assign specific monitoring-intensive tasks such as auditing to directors who also serve on other firms' audit committees. Our findings suggest that these directors should have greater independence and focus.
{"title":"Connecting the right knots: The impact of board committee interlocks on the performance of Indian firms","authors":"Saneesh Edacherian, Ansgar Richter, Amit Karna, Balagopal Gopalakrishnan","doi":"10.1111/corg.12523","DOIUrl":"10.1111/corg.12523","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>Information processing, agency, and resource dependence perspectives provide diverging predictions regarding the relationship between board interlocks and firm performance, which are rooted in different perspectives on the roles of boards of directors. This study argues that these various approaches are reconcilable when considering the nature of board <i>committees</i> to which the interlocked directors are assigned.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>We test our hypotheses on a sample of 5133 firm-year observations in India. Our analyses support our hypotheses. The results show that interlocks between audit committees, whose primary function relates to providing financial oversight and ensuring compliance, are negatively related to firm performance. In contrast, interlocks between nomination and remuneration committees of Indian firms, which provide them with access to resources such as human capital and information on appropriate incentive structures, are positively related to performance.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our study clarifies the relationship between board committee interlocks and firm performance by taking a multi-theoretical perspective. Our analysis suggests that information processing, agency, and resource dependence theories complement one another in explaining the effect of interlocks on firm performance.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Our results show that it is not board interlocks per se that are detrimental to firm performance; in fact, appointing well-connected directors with experience in serving on other boards might be beneficial for firms. However, firms should not assign specific monitoring-intensive tasks such as auditing to directors who also serve on other firms' audit committees. Our findings suggest that these directors should have greater independence and focus.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 1","pages":"135-155"},"PeriodicalIF":5.3,"publicationDate":"2023-03-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12523","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"45558103","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Ettore Croci, Gerard Hertig, Layla Khoja, Luh Luh Lan
Research Question/Issue
We study the contribution of board characteristics such as independence, size, busyness, and CEO duality, to firm resilience at times of firm-specific crises.
Research Findings/Insights
Based on manually collected US data, we document that board-related variables affect the short-term market reactions around disruptive events. Board independence exacerbates the negative share price effect, whereas the converse is true for director busyness and board size. However, the negative impact of board independence is attenuated in complex firms. We do not find that CEO duality affects market reactions. By contrast, in the long run, we do not observe stable and significant relationships between board-related variables and firm performance with the exception of a negative impact of board independence.
Theoretical/Academic Implications
Our paper contributes to different strands of the literature. First, it contributes to the literature on the effects of board characteristics by showing how they affect stock price reactions at the time of firm-specific crises. Second, our results on board attributes provide a new take on the two monitoring and advisory functions of the board. Third, we add to the literature that measures the value of directors. More generally, the paper contributes to the literature on the role of corporate governance, and in particular the board of directors, in crises situations.
Practitioner/Policy Implications
We show that three board-related attributes affect market reactions at the time of a firm-specific shock. Board independence exacerbates the negative share price effect of disruptive events, whereas the reverse is true for director busyness and board size. These reactions imply that, in times of crisis, advice-oriented boards fare better than monitoring-oriented boards. More specifically, information flows less easily within independent boards. In addition, busy directors and large boards are more talented, respectively more effective in complex situations. However, these results do not hold for industry-wide shocks.
研究问题/议题 我们研究了独立性、规模、繁忙程度和首席执行官双重性等董事会特征在公司特定危机发生时对公司复原力的影响。 研究结果/见解 基于人工收集的美国数据，我们发现董事会相关变量会影响破坏性事件发生时的短期市场反应。董事会的独立性会加剧股价的负面影响，而董事的忙碌程度和董事会规模则相反。然而，董事会独立性的负面影响在复杂企业中有所减弱。我们没有发现 CEO 双重性会影响市场反应。相比之下，从长期来看，除了董事会独立性的负面影响之外，我们没有观察到董事会相关变量与公司业绩之间存在稳定而显著的关系。 理论/学术意义 我们的论文对不同领域的文献有所贡献。首先，本文通过展示董事会特征如何影响公司特定危机发生时的股价反应，为有关董事会特征影响的文献做出了贡献。其次，我们关于董事会属性的研究结果为董事会的两种监督和咨询职能提供了新的视角。第三，我们为衡量董事价值的文献增添了新的内容。更广泛地说，本文为有关公司治理，尤其是董事会在危机情况下的作用的文献做出了贡献。 实践者/政策含义 我们的研究表明，与董事会相关的三个属性会在公司受到特定冲击时影响市场反应。董事会的独立性会加剧破坏性事件对股价的负面影响，而董事的忙碌程度和董事会规模则相反。这些反应意味着，在危机时期，以建议为导向的董事会比以监督为导向的董事会表现更好。更具体地说，信息在独立董事会中更不容易流动。此外，在复杂的情况下，忙碌的董事和大型董事会分别更有才能，也更有效。然而，这些结果对于整个行业的冲击并不成立。
{"title":"Board characteristics and firm resilience: Evidence from disruptive events","authors":"Ettore Croci, Gerard Hertig, Layla Khoja, Luh Luh Lan","doi":"10.1111/corg.12518","DOIUrl":"10.1111/corg.12518","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>We study the contribution of board characteristics such as independence, size, busyness, and CEO duality, to firm resilience at times of firm-specific crises.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Based on manually collected US data, we document that board-related variables affect the short-term market reactions around disruptive events. Board independence exacerbates the negative share price effect, whereas the converse is true for director busyness and board size. However, the negative impact of board independence is attenuated in complex firms. We do not find that CEO duality affects market reactions. By contrast, in the long run, we do not observe stable and significant relationships between board-related variables and firm performance with the exception of a negative impact of board independence.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our paper contributes to different strands of the literature. First, it contributes to the literature on the effects of board characteristics by showing how they affect stock price reactions at the time of firm-specific crises. Second, our results on board attributes provide a new take on the two monitoring and advisory functions of the board. Third, we add to the literature that measures the value of directors. More generally, the paper contributes to the literature on the role of corporate governance, and in particular the board of directors, in crises situations.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>We show that three board-related attributes affect market reactions at the time of a firm-specific shock. Board independence exacerbates the negative share price effect of disruptive events, whereas the reverse is true for director busyness and board size. These reactions imply that, in times of crisis, advice-oriented boards fare better than monitoring-oriented boards. More specifically, information flows less easily within independent boards. In addition, busy directors and large boards are more talented, respectively more effective in complex situations. However, these results do not hold for industry-wide shocks.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 1","pages":"2-32"},"PeriodicalIF":5.3,"publicationDate":"2023-03-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12518","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"47919102","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
We investigate the influence of non-family shareholder governance on Chinese family firms' digital transformation strategies.
Research Findings/Insights
We use the socioemotional wealth theory to examine the impact of non-family shareholder governance on family firms' digital transformation. We find that the influence of non-family shareholder governance by appointing directors can significantly promote the implementation of digital transformation strategies through their capital and human effects in family firms. In contrast, non-family shareholders only play a positive role in family firms' digital transformation when they are blockholders. In addition, non-family shareholder governance plays a significant role in promoting the digital transformation of family firms with entrepreneurship and a high degree of industry competition. Regarding external digital development, the Broadband China policy complements family firms' digital transformation strategies. The characteristics of the appointed directors suggest that the introduction of appointed directors, an excess of appointed directors, and the inclusion of appointed directors with digital expertise can effectively promote the digital transformation of family firms. The characteristics of controlling families show that socioemotional wealth can further optimize the relationship between non-family shareholder governance and digital transformation.
Theoretical/Academic Implications
We not only verify the rationality and effectiveness of non-family shareholder governance in combination with digital transformation strategies but also further observe the impact of the heterogeneity of directors appointed by non-family shareholders on family firms' digital transformation strategies. Thus, our study tests the influence of non-family shareholder governance on digital transformation and enriches the literature on non-family shareholder governance and family firms' strategies.
Practitioner/Policy Implications
This study offers insights to family firms regarding how to effectively promote non-family shareholders' participation in corporate governance and help family firms to achieve the goal of “everlasting foundation.”
{"title":"Non-family shareholder governance and the digital transformation of family firms: Evidence from China","authors":"Shanzhong Du, Lianfu Ma, Zhuo Li, Chengcheng Ma","doi":"10.1111/corg.12517","DOIUrl":"10.1111/corg.12517","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>We investigate the influence of non-family shareholder governance on Chinese family firms' digital transformation strategies.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>We use the socioemotional wealth theory to examine the impact of non-family shareholder governance on family firms' digital transformation. We find that the influence of non-family shareholder governance by appointing directors can significantly promote the implementation of digital transformation strategies through their capital and human effects in family firms. In contrast, non-family shareholders only play a positive role in family firms' digital transformation when they are blockholders. In addition, non-family shareholder governance plays a significant role in promoting the digital transformation of family firms with entrepreneurship and a high degree of industry competition. Regarding external digital development, the Broadband China policy complements family firms' digital transformation strategies. The characteristics of the appointed directors suggest that the introduction of appointed directors, an excess of appointed directors, and the inclusion of appointed directors with digital expertise can effectively promote the digital transformation of family firms. The characteristics of controlling families show that socioemotional wealth can further optimize the relationship between non-family shareholder governance and digital transformation.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>We not only verify the rationality and effectiveness of non-family shareholder governance in combination with digital transformation strategies but also further observe the impact of the heterogeneity of directors appointed by non-family shareholders on family firms' digital transformation strategies. Thus, our study tests the influence of non-family shareholder governance on digital transformation and enriches the literature on non-family shareholder governance and family firms' strategies.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>This study offers insights to family firms regarding how to effectively promote non-family shareholders' participation in corporate governance and help family firms to achieve the goal of “everlasting foundation.”</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 1","pages":"89-115"},"PeriodicalIF":5.3,"publicationDate":"2023-03-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"45969176","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Building on a classic model of socio-cognitive board processes, we consider the behaviors of men and women directors in boardrooms. We question whether having a critical mass of women on boards, defined as three or more women, removes barriers to women's participation in the boardroom, asking “How does gender influence board processes in boards with three or more women?”
Research Findings/Insights
Using a comparative case study of three boards through board observation and qualitative interviews, we question the assumption that a critical mass of women delivers effective board processes. We reinterpret the need for women to collaborate supportively as process loss, defined as interaction difficulties preventing groups reaching full potential, revealing potential barriers for women non-executive directors to contribute across the whole agenda, particularly during critical debates.
Theoretical/Academic Implications
Critical mass theory ignores important interactions between gender and other job-related characteristics to underestimate social complexity in the boardroom. Building on an existing typology of diversity, we suggest that gender in the boardroom can operate as status diversity (disparity), as well as information-based diversity (variety) and value-based diversity (separation).
Practitioner/Policy Implications
Chairs and board evaluators who observe board meetings should be vigilant for patterns of participation and collaboration that indicate that women directors are experiencing restricted access to discussion, in particular if women are interrupted. Board leadership decisions should be reviewed regularly to ensure they are supporting board effectiveness, maintaining focus on the task rather than navigating complex social dynamics.
{"title":"Seen and not heard: A comparative case study of women on boards and process loss beyond critical mass","authors":"Louise Tilbury, Ruth Sealy","doi":"10.1111/corg.12524","DOIUrl":"10.1111/corg.12524","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>Building on a classic model of socio-cognitive board processes, we consider the behaviors of men and women directors in boardrooms. We question whether having a critical mass of women on boards, defined as three or more women, removes barriers to women's participation in the boardroom, asking “How does gender influence board processes in boards with three or more women?”</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Using a comparative case study of three boards through board observation and qualitative interviews, we question the assumption that a critical mass of women delivers effective board processes. We reinterpret the need for women to collaborate supportively as process loss, defined as interaction difficulties preventing groups reaching full potential, revealing potential barriers for women non-executive directors to contribute across the whole agenda, particularly during critical debates.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Critical mass theory ignores important interactions between gender and other job-related characteristics to underestimate social complexity in the boardroom. Building on an existing typology of diversity, we suggest that gender in the boardroom can operate as status diversity (disparity), as well as information-based diversity (variety) and value-based diversity (separation).</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Chairs and board evaluators who observe board meetings should be vigilant for patterns of participation and collaboration that indicate that women directors are experiencing restricted access to discussion, in particular if women are interrupted. Board leadership decisions should be reviewed regularly to ensure they are supporting board effectiveness, maintaining focus on the task rather than navigating complex social dynamics.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 2","pages":"190-204"},"PeriodicalIF":5.3,"publicationDate":"2023-03-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12524","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48578585","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Share pledging by controlling shareholders can be motivated by business or personal purposes. We investigate whether the firm performance and innovation outputs are different for firms with controlling shareholders pledging shares to support their firm's financing (business-pledging firms) and those pledging shares for increasing personal wealth (individual-pledging firms).
Research findings
Using data from publicly listed Chinese firms, we find that business-pledging firms are associated with higher changes in Tobin's Q and more patent outputs compared with individual-pledging firms. In additional tests, we show that the impact of share-pledging purposes on firm performance and innovative outputs is more pronounced for Chinese non-state-owned enterprises, which have relatively limited access to traditional bank loans.
Theoretical implications
In this study, we bring new empirical evidence to agency theory, especially the “principal–principal” problem. We identify two inherently different purposes in share-pledging cases—business pledging and individual pledging. We show that in business-pledging cases, pledgers' interests become more aligned with outside shareholders, and pledgers have higher incentives to enhance firm value and innovation productivity, relative to individual pledging. This paper adds to the evidence on the bright side of share pledges.
Practitioner implications
This paper sheds light on the recent policy debate regarding the costs and benefits of share pledging and has implications for regulators and investors. Thus, it may be vital for publicly listed firms to disclose the purposes of share pledging.
{"title":"The impact of share-pledging purposes on firm performance and innovation","authors":"Xiao Jia, Ellen Jin Jiang, Rui Wang","doi":"10.1111/corg.12519","DOIUrl":"10.1111/corg.12519","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research question</h3>\u0000 \u0000 <p>Share pledging by controlling shareholders can be motivated by business or personal purposes. We investigate whether the firm performance and innovation outputs are different for firms with controlling shareholders pledging shares to support their firm's financing (business-pledging firms) and those pledging shares for increasing personal wealth (individual-pledging firms).</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research findings</h3>\u0000 \u0000 <p>Using data from publicly listed Chinese firms, we find that business-pledging firms are associated with higher changes in Tobin's Q and more patent outputs compared with individual-pledging firms. In additional tests, we show that the impact of share-pledging purposes on firm performance and innovative outputs is more pronounced for Chinese non-state-owned enterprises, which have relatively limited access to traditional bank loans.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical implications</h3>\u0000 \u0000 <p>In this study, we bring new empirical evidence to agency theory, especially the “principal–principal” problem. We identify two inherently different purposes in share-pledging cases—business pledging and individual pledging. We show that in business-pledging cases, pledgers' interests become more aligned with outside shareholders, and pledgers have higher incentives to enhance firm value and innovation productivity, relative to individual pledging. This paper adds to the evidence on the bright side of share pledges.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner implications</h3>\u0000 \u0000 <p>This paper sheds light on the recent policy debate regarding the costs and benefits of share pledging and has implications for regulators and investors. Thus, it may be vital for publicly listed firms to disclose the purposes of share pledging.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 1","pages":"116-134"},"PeriodicalIF":5.3,"publicationDate":"2023-03-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"41965834","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Corporate Governance and Evolving Corporate Disclosures: Global Challenges and Opportunities for Research and Policy","authors":"","doi":"10.1111/corg.12522","DOIUrl":"https://doi.org/10.1111/corg.12522","url":null,"abstract":"<p>No abstract is available for this article.</p>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"31 2","pages":"394-398"},"PeriodicalIF":5.3,"publicationDate":"2023-03-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"50126869","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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