THE ROLE OF CORPORATE GOVERNANCE IN SOUTH KOREAN ECONOMIC REFORM

In South Korea, as in some other troubled Asian economies, banks and large public corporations have been run more in the interest of the government and the controlling share-holder group than to maximize efficiency and overall shareholder wealth. Any serious attempt to reform the South Korean economy must thus include significant changes in its system of corporate governance. After discussing in general terms how corporate ownership and control can affect economic performance, this article examines the corporate governance institutions that prevail in different countries, with particular attention to the U.S., Japan, and Germany. From such comparative analysis it then develops a set of criteria for appraising the effectiveness of corporate governance systems that are applied to the specific case of South Korea. The article concludes with number of suggestions for reforming the South Korean corporate governance system, including:

• 1 greater legal protection for minority shareholders from transactions involving potential conflicts of interest; and
• 2 strengthening of the incentives of management and large corporate holders, such as house or main banks, to maximize value (as the author notes, “charging management or the board with a legal mandate to ‘balance’ the interests of various constituencies or stakeholders is merely to diminish any legally enforceable responsibility to shareholders”).

As the article notes in closing, the main beneficiaries of such governance reforms will not be the new shareholders–including those foreign investors who might be persuaded to buy the stocks–but rather the existing owners, whose shares will command a higher price from “outside” investors. And the greatest beneficiary will be the South Korean nation as a whole, since the resulting improvements in corporate performance and reductions in cost of capital will increase productivity and international competitiveness.     

INDEPENDENT EXPERT'S REPORTS IN TAKEOVER BIDS

This paper reports an empirical examination of independent expert reports in takeover bids using the 170 reports that were issued in the 364 cash-based bids that occurred between January 1988 and December 1991. It was found that bid premia offered in takeover bids where an expert's report was issued were not significantly lower than bid premia in other bids. This may be attributable to independent experts acting as a countervailing influence on bidders holding a superior pre-bid bargaining position. Next, some dimensions of the “fair and reasonable” criterion that experts are required to use are examined. These are the single-test and dual-test interpretations of the phrase, the relation between offer price, market price and the expert's valuation of the target, the cost and length of expert's reports and, finally, the influence an expert has on the outcome of a bid.     

公司治理中的“激励不足”和“激励不到”

我国以建立现代企业制度为目标,逐步引入了一系列公司机制,取得了相当的成绩,但同时有一些机制尚未有效运转,从而影响了公司治理机制的效果。从制度的引入、制定到真正发挥作用,需要一定的时间,我们不能忽视现存的两个问题,那就是“激励不足”和“激励不到”。因为“激励不足”     

IN SEARCH OF OWNERS: PRIVATIZATION AND CORPORATE GOVERNANCE IN TRANSITION ECONOMIES

Experiments in privatizing enterprises in transition economiesabound, from extensive efforts at sales to strategic owners(as in Estonia and Hungary), to programs based primarily oninsider buyouts (as in Russia and Slovenia), to innovative massprivatization programs involving the creation of large and powerfulnew financial intermediaries (as in the Czech and Slovak republicsand Poland). Each approach has inherent strengths and risks.But if the objectives are to sever the links between the stateand the enterprises, to school the population in market basics,and to foster further ownership change, the initial weight ofevidence seems to favor significant reliance on voucher privatization,especially given the difficulty most countries have findingwilling cash investors.      

CORPORATE GOVERNANCE AND ACCOUNTING MODELS OF THE REPORTING ENTITY

The IASC’s Framework (1989) allows a choice of accounting models when measuring financial performance. However, subsequent reports by the G4+1 focus exclusively on the version of the Assets−Liabilities=Equity model pioneered by the[16], [17]. Sub-components of income, such as operating income, are acknowledged as important but these are treated as matters for display and are not conceptually defined. The issue of model choice has assumed increased importance following the decision of the EU to require the group accounts of listed companies to comply with International Accounting Standards by 2005. In this paper the emerging literature that links styles of corporate governance to financial and legal systems and then to economic performance is extended to consider the role of accounting model choice. The issue of accounting for non-reciprocal transfers, in particular, government grants, is used to illustrate the reduction in the relevance, reliability and comparability of financial statements that result from the failure to provide a conceptual definition of performance at the level of operating profit. Compliance with UK disclosure requirements for government grants following the 1981 Companies Act is investigated and differences in the corporate governance, financial, legal and accounting systems of Germany, a code law country, and the UK, a common law country, are reviewed. To serve the interests of investors in all jurisdictions and the information requirements of different styles of corporate governance it is recommended that different accounting models be applied to measure operating income and shareholder income in a single income statement.     

CORPORATE GOVERNANCE IN AN EMERGING MARKET: THE CASE OF ISRAEL

Despite significant capital-market reforms in the mid-1980s, the Israeli government and banks continue to play an unusually dominant role in Israeli financial markets. Israeli banks operate as merchant banks and, through pyramid structures of ownership, control large segments of manufacturing, construction, insurance, and services. In addition, the banks dominate all facets of the capital market, including underwriting, brokerage, investment advice, and the management of mutual and provident funds.
Because of this dominance by the banks, several important mechanisms of corporate governance are missing. There is no effective market for corporate control; institutional investors have little incentive to monitor corporate managers; and those managers in turn have little incentive to improve firm performance and increase shareholder value.
To be sure, there has been an impressive wave of IPOs on the Tel Aviv Stock Exchange (TASE) in the 1990s. But those firms' stocks have substantially underperformed the market since going public, and many higher-quality Israeli firms have chosen in recent years to list their securities on the NASDAQ and not at home. The main reason the most promising Israeli firms go public in the U.S. is because that is where U.S. and other foreign investors want to buy them; such investors want the assurances that come with the U.S. corporate governance system.     

MANAGERIAL OWNERSHIP,TAKEOVER DEFENSES,AND DEBT FINANCING

We examine the effect of agency conflicts on debt financing and show that managerial ownership and its interaction with takeover defenses affect these decisions. We find that (1) the relation between leverage and takeover defenses becomes insignificant when we control for the interaction of these defenses with managerial ownership, and (2) firms with large managerial ownership operate at high debt levels unless they have a large number of takeover defenses. Therefore, a two‐dimensional aspect of governance that includes the interaction between managerial ownership and takeover defenses is useful in understanding the effect of agency conflicts on firms' debt financing decisions.     

CORPORATE TAKEOVER BARRIERS: VALUATION AND FIRM PERFORMANCE

This study provides additional evidence on the share price effect of takeover barriers such as antitakeover charter amendments, dual classes of common stock, and poison pill plans. The share price reaction to the construction of takeover barriers is found to be negative but insignificant. However, when disaggregated by type, significant negative share price reactions are found on construction of poison pill plans. New evidence on the possible relationship between firm performance and takeover barrier construction is also presented. The results of this study suggest that management of 'efficiently-run' firms may construct takeover barriers to deter value-diminishing takeovers.     

CORPORATE GOVERNANCE AND CORPORATE PERFORMANCE: A COMPARISON OF GERMANY, JAPAN, AND THE U.S.

Contrary to assertions that there are fundamental differences in the efficiency of "market-based" and "relationship-oriented" corporate governance systems, this article presents evidence that the German, Japanese, and American systems appear about equally effective in disciplining poor managerial performance. For example, both the job security and total compensation of German and Japanese managers appear to be tied to stock performance and current cash flows- measures that some would refer to as "short-term"-to roughly the same extent as those of U.S. managers. Furthermore, the punishments and rewards for German and Japanese managers are not more sensitive to sales growth-a measure some would refer to as "long-term"-than those of their U.S. counterparts.
But, if there is no clear difference between the three governance systems in responding to poor stock and earnings performance, there is one important difference: the U.S. system is more effective than the German and Japanese systems in discouraging successful companies from overinvest-ing. One reason for this is the fact that U.S. managers hold much larger equity positions than managers in Japan and Germany. Another important factor, however, is the difficulty faced by Japanese companies in returning capital to their shareholders. Dividends are minimal; and, until 1995, it was illegal for a Japanese company to repurchase its stock.     

UNITARY BOARDS AND MUTUAL FUND GOVERNANCE

A unique governance structure for mutual funds is unitary board—one board overseeing all funds in the entire family. We find strong evidence for unitary board as an effective governance mechanism. Funds with unitary boards are associated with lower fees, are more likely to pass the economies of scale benefits to investors, are less likely to be involved in trading scandals, and rank higher on stewardship. In contrast, funds with larger or more independent boards charge higher fees and rank lower on stewardship. Our findings indicate that unitary boards of small size, rather than independent boards, may be more beneficial to fund shareholders.     

THE ROLE OF FINANCIAL RELATIONSHIPS IN THE HISTORY OF AMERICAN CORPORATE FINANCE

The American corporate financing system, unlike that of most other countries, has not been organized around a set of “universal banks” that perform a variety of functions for their clients. Indeed, the distinguishing feature of American financial history is the number and variety of financial intermediaries, and their relationships with corporations (and one another). Besides commercial banks, there are investment banks, insurance companies, venture capitalists, commercial paper dealers, mutual funds, and many others. The economic role of such intermediaries is to reduce market frictions such as “asymmetric information” and “agency problems” that otherwise raise the cost of outside capital for U.S. companies. This article views the changing menu of such intermediaries and their networks as the driving force behind the evolution of American corporate finance. U.S. financial history is seen as a series of institutional and financial innovations designed in large part to work around costly restrictions on relationships–particularly, limits on the scale and scope of U.S. banks–that do not exist in most other countries. In terms of its success in reducing the information and control costs of corporate finance, the history of the American financial system includes periods of significant progress as well as major reversals. Three relatively successful periods– the early 19th-century in New England, the “incipient” universal banking of the 1920s, and modernday financial capitalism–are separated by periods of drastic reductions in the menu of financial relationships– particularly the Great Depression and its 20-year aftermath. Besides new financial claims like preferred stock and new intermediaries such as venture capitalists, another important innovation is new forms of cooperation among intermediaries– especially among banks, venture capitalists, trusts, pensions, and investment banks–that have enabled the U.S. financial system to provide some of the key advantages of universal banking systems. Some of the largest U.S. commercial banks today can be viewed as positioning themselves to play a central coordinating role in these new coalitions of intermediaries. In so doing, they may become the platform for a distinctively American universal banking system.     

CORPORATE BOARDS AND BANK LOAN CONTRACTING

We investigate the role of corporate boards in bank loan contracting. We find that when corporate boards are more independent, both price and nonprice loan terms (e.g., interest rates, collateral, covenants, and performance‐pricing provisions) are more favorable, and syndicated loans comprise more lenders. In addition, board size, audit committee structure, and other board characteristics influence bank loan prices. However, they do not consistently affect all nonprice loan terms except for audit committee independence. Our study provides strong evidence that banks recognize the benefits of board monitoring in mitigating information risk ex ante and controlling agency risk ex post, and they reward higher quality boards with more favorable loan contract terms.