Shareholder litigation and toxic releases

We examine the environmental impact of the staggered adoption of universal demand laws by 23 U.S. states between 1989 and 2005. Universal demand laws impede derivative lawsuits and thus undermine shareholder oversight of corporate environmental performance. We find that weakened litigation rights for shareholders are positively associated with the release of toxic chemicals by firms. The effect is stronger for firms with weak governance, and environmental mismanagement by firms after the passage of the laws lead to poorer financial performance. Overall, our findings imply that derivative lawsuits by shareholders are not frivolous, as is often asserted. Rather, they act as an effective mechanism of corporate governance.     

大股东治理与控制权私人收益研究

大股东治理是公司治理的重要方面,近年来众多学者对大股东治理进行了多方面的研究。本文以控制权私人收益为切入点,对大股东治理和控制权私人收益的影响因素进行了分析。研究发现:我国大股东获得的控制权私人收益在逐年减小。建议应完善大股东治理机制,降低控制权私人收益水平。     

保险公司治理特殊性分析——三家上市保险公司的案例研究

保险公司治理不同于一般上市公司治理,不是公司治理理论在保险业的简单应用,而是治理理论与保险行业特殊性的有机结合。本文基于三家A股上市保险公司案例,以保险公司经营的特殊性为逻辑起点,深入剖析了保险公司各治理要素的特殊性,建立了涵盖治理目标、治理原则、治理结构与机制、治理风险、治理评价和治理监管等要素的保险公司治理特殊性分析逻辑框架,提出保险公司治理的首要目标是解决股东和债权人之间的委托代理问题,而非经典的股东管理者以及大小股东问的委托代理问题。     

Unleashing the Power of Networks: Shareholder Activism,Sustainable Development and Corporate Environmental Policy

In recent years, a new trend has emerged in which shareholder activists have formed networks to empower shareholders and magnify shareholder voices. This study explores the structural patterns and effectiveness of shareholder activism networks and shows how those networks affect corporate sustainability policies. We draw upon stakeholder influence theory, stakeholder network management theory and recent studies on activism networks to examine a shareholder activism network formed around environmental issues. The study found that (1) the structure of shareholder activist networks is largely driven by organizational attributes such as organization type, organizations’ human resources, media visibility and history; and (2) activist organizations with high centralities and eigenvector centralities enjoy more efficient results. This study contributes to our understanding of the business responses to shareholder demands on improving environmental performance and paves the way for future research on sustainable development through partnerships with shareholder networks. Copyright © 2017 John Wiley & Sons, Ltd and ERP Environment     

股权制衡的公司治理绩效模型研究

本文分别从控股股东与非控股大股东的绩效函数出发,建立股权制衡的公司治理绩效模型,用以分析控股股东利益侵占和公司股权制衡的作用关系。研究发现:一方面,公司股权制衡受到控股股东侵占行为的操纵,表现为控股股东侵占对股权制衡的正向作用;另一方面,股权制衡能够提升公司治理绩效,表现为股权制衡对控股股东侵占的负向影响。另外,非控股大股东具有与控股股东相互合谋的动机,以实现对公司中小股东利益的联合侵占。     

The Relationship between Voluntary Disclosure and Independent Directors in the Presence of a Dominant Shareholder

Abstract

Differently from prior studies that examine the role of stand-alone control systems within the relationship between owners and managers, our study investigates the correlation between two control mechanisms – voluntary disclosure and independent directors – in companies characterized by the presence of a dominant shareholder that is supposed to mitigate the classical agency problem. Based on agency theory, we hypothesize that the two mechanisms tend to coexist, since the presence of either one reduces the costs of introducing the other. Two further effects – the reputation and the domino effect – contribute to determine a positive relationship between the two mechanisms. We carried out the empirical analysis on 175 non-financial Italian listed companies, all controlled by a dominant shareholder. Voluntary disclosure is measured through three alternative disclosure indexes. Independent directors are identified not only according to a formal/legal definition, but also through stricter criteria. The empirical test is based on a multivariate analysis controlling for size, residual ownership diffusion, leverage, profitability and labour pressure. Results support our hypothesis and are robust to alternative criteria to identify dominant shareholders. Our study contributes to a better understanding of the relationship between different control mechanisms in particular agency settings.     

Corporate Governance: A Problem of Hierarchies and Self Interest

A bstract . Any realistic theory of the firm must take into account the governing structure of the enterprise. Unfortunately, neoclassical economic theory ignores most of the problems associated with firm goal structures and the issue of corporate governance. We argue that shareholder wealth maximization under less than perfectly competitive conditions has serious normative deficiencies. From a positive point of view, it appears that shareholders have such a weak position with respect to governance that they have little influence upon goal structures as well. It is observed that directors rarely function in the idealized trusteeship capacity. Efforts by government to make corporations more "responsible" may involve nothing more than attempts to strengthen the public sector at the expense of the corporate and, hence, may not be in the interest of shareholders at all.

With corporations subject to increased regulation and government controls, two questions emerge: First, who should control corporate diction making (The corporate governance question.) Second, what is the appropriate role of corporations in our society. (The corporate responsibility question.) Corporate governance refers to shareholders. Corporate responsibility refers to alleged responsibility of the corporation to something called the social needs of the community¹

     

大股东内部资本配置的经济后果——基于国光瓷业的案例研究

本文运用案例分析法,对国光瓷业大股东的内部资本配置行为进行了研究。结果表明,系族企业构造的内部资本市场,为大股东进行关联交易、侵占中小股东的利益提供了方便。大股东通过内部资本配置,提高了自身的利益,但却损害了其控制的上市公司的利益。     

会计盈余及时性对公司治理机制影响的实证研究

本文通过考查1997年到2004年间上市公司治理机制代理变量与会计盈余及时性指标之间截面数据相关关系,探讨治理机制是否随会计盈余及时性而变化。结果基本支持了本文的假设:董事对高成本信息收集和整理的需求与会计系统信息的有用性是倒数关系,外部股东对高成本信息收集和整理的需求与会计系统信息的有用性是正相关关系;会计系统信息有用性的重要决定因素是解释股权价值现时变化的程度;以高成本的监督活动为特点的特殊治理结构是股东和董事对高成本信息收集和整理需求的反应。     

基于公司治理视角的机构投资者对控股股东的制衡分析

我国公司治理中一直存在控股股东一股独大的问题,控股股东的自利行为严重地影响了公司的健康成长,而对于规避这一弊端的讨论并没有形成有效的解决办法。本文通过引入机构投资者作为外部持股股东,探讨了机构投资者制衡控股股东对公司经营决策的单方面控制的重要作用,从而为政策制定者制定公司治理政策提供决策参考。     

Are All Private Benefits of Control Ineffective? Principal–Principal Benefits,External Governance Quality,and Firm Performance

Private benefits of control (PBC) are benefits that controlling shareholders consume, but that are not shared with minority shareholders. Research focusing on the value protection role of corporate governance typically frames PBC as principal–principal (PP) agency costs, and interprets them as a form of minority shareholder expropriation that decreases firm performance. Taking a value creation perspective of corporate governance, however, we propose a more nuanced role for PBC. Specifically, we see them also as PP agency benefits that compensate controlling shareholders for their monitoring and advisory services, which can increase firm performance. Since both PP costs and benefits affect firm performance, we theorize that PBC enhance firm performance at a diminishing rate. Furthermore, we show that the effect of PBC on firm performance is more positive when country‐level external governance mechanisms are strong.     

监督还是干扰:中小股东积极主义与企业财务风险

本文采用2009至2018年我国A股上市公司数据,实证检验了中小股东参与公司治理对企业财务风险的影响以及相应的作用机理。研究发现,中小股东参与公司治理降低了企业的财务风险。中介效应检验结果表明,中小股东参与公司治理通过监督管理层和约束控股股东影响了企业财务风险。进一步研究发现,相对于其他企业,在信息环境和法律环境较差的企业中,中小股东参与公司治理对财务风险的抑制作用更加显著。本文结论不仅验证了中小股东参与公司治理的有效性,还发现了中小股东积极主义与外部环境的替代效应,为鼓励中小股东参与决策、完善公司治理机制、保护中小投资者利益提供了一定的参考依据。     

Pay for Talk: How the Use of Shareholder‐Value Language Affects CEO Compensation

The language that signals conformity to a prevailing norm can contribute to the appearance of managerial competency and organizational legitimacy. We argue that top corporate managers’ use of language that is congruent with a prevailing norm leads the boards of directors to evaluate the managers more favourably and to grant a higher level of compensation. We test this argument by analysing the letters to shareholders from 334 US firms and examine the CEOs’ expression of the shareholder value principle, which is a prevailing model of corporate governance in the USA. We found that the use of shareholder‐value language is significantly related to a higher level of CEO compensation and that the effect of shareholder‐value language is greater when shareholder activism is stronger.     

Majority Shareholder Ownership and Real Earnings Management: Evidence from Korea

This article examines the influence of majority shareholder ownership on real earnings management. It investigates whether there is a conflict between or an alignment of majority and minority shareholders' interests. If majority shareholders' interests are aligned with those of minority shareholders, a greater majority shareholder ownership lowers real earnings management. On the other hand, if they are not aligned, majority shareholders' attempts to exploit minority shareholders will increase real earnings management. This study does not find a systematic relationship between majority shareholder ownership and real earnings management. However, real earnings management significantly decreases in the upward earnings management incentive bracket as majority shareholder ownership increases. This occurs primarily because majority shareholders are more sensitive to upward real earnings management, which has a negative effect on future performance. These results suggest that the larger the ownership of majority shareholders, the more they play a positive role in mitigating real earnings management. This positive role is only effective in the post‐Asian economic crisis period. These results may suggest that the economic crisis in Korea helped majority shareholders more conscious of the long‐term costs of real earnings management. These findings support the convergence‐of‐interests hypothesis, providing evidence by investigating real earnings management instead of accruals‐based earnings management.     

Shareholder Heterogeneity and Conflicting Goals: Strategic Investments in the Japanese Electronics Industry

This article investigates the effects of the changing institutional environment on strategic orientations of Japanese electronics firms during the 1990s. We examine the effects of three different types of shareholders on strategic directions of their invested firms. The first one, foreign portfolio investors, characterizes the emerging influence that pressed for change in corporate strategies. The two domestic shareholders, corporate investors and financial institutions, represent the conventional forces for continuity. Between the two domestic forces, though, while corporate investors attempted to maintain status quo, financial institutions have shifted towards market‐oriented behaviour of investment. Specifically, we explore: (1) the influence of each type of shareholder on a firm's diversification strategy and capital commitment; and (2) the moderating effects of firm performance on the relationships between ownership structure and strategic choices. The results suggest that foreign investors prefer the focused product portfolio and conservative capital commitment. They also prefer the reduction of capital investment when the financial performance of their invested firms is poor. Domestic financial institutions are now similarly sensitive to the performance of their invested firms when those firms make strategic investments. By contrast, domestic corporate shareholders remain indifferent to performance, while they aim to maintain relational business ties with invested firms.     

Corporate governance beyond the shareholder–stakeholder dichotomy: Lessons from Japanese corporations' environmental performance

Although corporate environmental performance (CEP) is determined by corporate governance (CG) typified by board and ownership structures, in‐depth research on stakeholder‐oriented CG is sparse. This study seeks to fill this void and promote an alternative vision of good governance. Japanese corporations have often been criticized for their stakeholder‐oriented practices such as less independent boards and the dominance of stable domestic shareholders. However, these practices are not necessarily problematic if effective monitoring mechanisms are in place. Using a database of Japanese listed corporations over 2012–2015, this study shows that both board size and composition enhance CEP, confirming the advisory function of boards. Contrastingly, foreign blockholders, who are expected to play a monitoring role, significantly constrain CEP. Japanese corporations are evolving toward a hybrid CG that aims to narrow the shareholder–stakeholder divide, and the findings will offer useful lessons for the modification of shareholder‐oriented CG.     

社会责任报告审计能否提升CSR信息披露质量？——来自我国上市公司的经验证据

外部审计作为重要的公司治理机制,有助于提升企业经济绩效。社会责任报告审计能对企业社会责任信息的披露进行监督约束、风险评估与咨询规划,进而提升信息披露质量。以2010—2013年沪深上市公司为样本进行实证检验后发现,社会责任报告审计显著改善了企业社会责任信息披露质量。进一步研究发现,企业大股东监督力度越强,社会责任报告审计对企业社会责任信息披露质量的促进作用越明显。此外,与国有企业相比,民营企业中大股东监督在更大的程度上增强了社会责任报告审计对企业社会责任信息披露质量的促进作用。     

Defensive Practice Adoption in the Face of Organizational Stigma: Impression Management and the Diffusion of Stock Option Expensing

Although most diffusion research focuses on firms adopting new practices to maintain their legitimacy, this paper examines a setting in which firms adopted a controversial practice to defend themselves against challenges relating to corporate deviance. We argue that understanding defensive adoption requires attending to both the dynamics of organizational stigma and impression management, and test our theoretical claims by analysing the diffusion of an accounting practice, stock option expensing (SOPEX), following the Enron scandal. We first provide evidence that the media and shareholder activists transformed the practice into a defensive device by theorizing it as a solution to problems relating to corporate fraud and corporate governance. Using event history analysis, we then show that corporations that became targets of stigma‐inducing threats were more likely to adopt SOPEX and that the media were a key force channelling these threats.     

Say-on-Pay Votes: The Role of the Media

Abstract

We investigate the association between the media coverage of firms’ CEO pay packages and subsequent shareholder voting on say-on-pay resolutions, and find that negative media coverage is able to predict shareholder discontent over say on pay. When we divide media coverage into coverage in the financial and business press versus coverage in the general press, we find that shareholder voting on say-on-pay resolutions is mainly associated with the articles from the financial and business press. This suggests that the media cannot be considered a homogeneous information source that is equally able to predict shareholders’ voting behaviors. As such, our findings have important implications for studies on the role of the media in corporate governance.     

Creditor rights and the outcome model of dividends

Using a sample of 22,374 firms from 35 countries, we examine the role of creditor rights, shareholder rights, and corporate governance in determining corporate dividend policy. We find that, while all three variables play a significant role in determining both the likelihood and the dividend amount, the effect of country-level creditor rights dominate. In subsequent analysis, we show that the outcome model is most effective in countries with strong creditor rights. When creditor rights are weak, creditors demand, and firms consent to lower dividends. These findings show that creditors, and not shareholders, exert the greatest influence over corporate dividend policy.