The interaction between corporate rescue and labour legislation: lessons to be drawn from the South African experience

One of the main advantages of a successful corporate rescue is that it prevents or at least limits the job losses caused by a business failure. For this reason, labour legislation which is designed to protect the employees of a company in the event of its winding‐up, should take cognisance of the effects such legislation may have on any rescue attempts. As the recent experience in South Africa has shown, ignoring corporate rescue in legislation dealing with labour law in the context of the winding‐up of a company may have the unintended effect of seriously hampering any corporate rescue attempt. Copyright © 2004 John Wiley & Sons, Ltd.     

Funding corporate rescue: the Impact of the financial crisis

Insolvency reform across many jurisdictions over the last twenty years has focused on the development of legislation to facilitate business reorganizations. However, any regime which involves rescue requires a degree of support from the commercial environment. The rescue regimes may therefore be severely tested in situations where there is a general economic downturn such as the world has experienced in the last two years. This article evaluates empirically the perceived impact of the Global Financial Crisis on the opportunities for rescue on the basis of a survey we set out among insolvency professionals worldwide. Most of the 562 respondents to the survey from 56 jurisdictions agree that the credit crisis of 2007 stifled the access of distressed business to financial facilities so needed for successful restructuring. It retrenched the access to financial facilities and thus impacted negatively the prospects for preventing or even ending the bankruptcy procedure with reorganization instead of winding up of the estate assets. Several reasons that have been pointed out by the insolvency professionals in our survey are discussed in this article. We conclude that somewhat paradoxically just when rescue is needed the most, the practical reality may be that businesses will not be saved if there is insufficient support available either by way of additional credit or because other (funding) creditors are so financially stressed themselves that they are unable or unwilling to support any potential rescue. Copyright © 2010 John Wiley & Sons, Ltd.     

Determinants of corporate ownership and board structure: evidence from Singapore

This study examines the determinants and interrelationships among corporate ownership and board structure characteristics using a sample of Singapore listed firms. The institutional environment in Singapore differs from that in many developed Western economies in several important respects, including a weak market for corporate control, more concentrated stock ownership, and significant government ownership in many private sector firms.Three characteristics—board composition, board leadership structure and board size—are used to capture the monitoring ability of the board. These board characteristics are assumed to be endogenously determined, together with two ownership characteristics, managerial ownership and blockholder ownership. We use two-stage least squares regression to estimate the determinants of board and ownership characteristics. Our findings indicate that corporate ownership and board structures are related, and that there are significant interrelationships among board structure characteristics. The proportion of outside directors is negatively related to managerial ownership, board size and government ownership. The use of a dual leadership structure is positively related to blockholder ownership, and negatively related to regulation and to CEO tenure.     

Paradigm shift from a liquidation culture to a corporate rescue culture in Malaysia: A legal review

The company law landscape in Malaysia has witnessed a significant change in its insolvency law with the adoption of two new corporate rescue mechanisms, the corporate voluntary arrangement and judicial management under the Companies Act 2016 (CA 2016), which has repealed the Companies Act 1965 (CA 1965). Previously, the insolvency laws under the CA 1965 were based on the traditional pro‐creditor laws of winding up and receivership, which embodied the liquidation culture. This article examines the transition of the insolvency laws in Malaysia from a liquidation culture under the CA 1965 to a corporate rescue culture under the CA 2016. It also reviews the necessary changes to the pro‐creditor laws, which are preserved under the CA 2016 in order to accommodate the pro‐debtor laws with the introduction of the corporate rescue mechanisms, which came into force on March 1, 2018. Through comparative and critical analysis of similar laws in the United Kingdom and Singapore, this article argues that while the corporate rescue mechanisms are regarded as pro‐debtor however the review reveals that the position of secured creditors are impeding its application and reforms ought to be considered.     

Managerial foreign experience and corporate risk-taking: Evidence from China

This study investigates the relationship between managerial foreign experience and corporate risk-taking. We find that foreign experienced managers in Chinese firms are positively associated with corporate risk-taking and that this mainly exists in private firms rather than in state owned enterprises (SOEs). In privately owned firms, the degree of corporate internationalization and operating leverage are potential channels through which foreign experienced managers affect corporate risk-taking. Moreover, the positive association is more pronounced for managers' practical, rather than educational foreign experience and for managers who gain their foreign experience from countries or regions with advanced management practices and better corporate governance. Short-term visits overseas has no impact on corporate risk-taking. Additionally, the relationship is more persistent among private firms with better corporate governance and those operating in weak local economy. Finally, we find evidence that the risk-taking behaviour from foreign experienced managers is an important mechanism for companies to enhance their value.     

The use of Web sites as a disclosure platform for corporate performance

Adopting a stockholders' interests' perspective, we explore three related questions: (1) What are the scope and patterns of corporate performance disclosure on the Internet? (2) What are the determinants of the extent and scope of corporate performance disclosure on the Internet? (3) Is corporate performance disclosure on the Internet relevant for valuation of a firm's earnings? Corporate performance disclosure relates to corporate actions and initiatives that directly affect society and, ultimately, stockholders' wealth. We focus on Web (HTML) disclosure. Our sample comprises Canada's largest publicly-traded firms, many of which are also SEC registrants. The extent and scope of web disclosure by these firms is rated using a coding grid. Regarding the first question, three disclosure patterns emerge: (1) firms providing disclosure about innovation, development and growth also tend to report about customer value as well as maintaining a Web site with good capabilities (business-related disclosure), (2) disclosure about human/intellectual capital is linked to social responsibility disclosure (social-related disclosure) and, (3) the disclosure of financial performance and corporate governance practices are both closely linked together (financial-related disclosure). Regarding the second question, firms apparently take into account variables proxying for information costs and benefits accruing to stockholders when determining the extent of their Web disclosure. Finally, regarding the third question, a firm's web-based performance disclosure appears to affect its earnings valuation multiple, although in a differential manner according to the nature of the information being conveyed.     

The Department of Justice as a gatekeeper in whistleblower-initiated corporate fraud enforcement: Drivers and consequences

We examine drivers and consequences of U.S. Department of Justice (DOJ) oversight of whistleblower cases of corporate fraud against the government. We find that the DOJ is more likely to intervene in and conduct longer investigations of cases that have a higher chance of victory and yield greater monetary proceeds, indicating that DOJ enforcement is influenced by its performance measures. DOJ intervention also affects the firm- and aggregate-level fraud environment. Firms subject to DOJ intervention improve their employee relations, internal controls, and board independence, and experience lower future whistleblowing risk. Whistleblowers avoid courts and agencies with low DOJ intervention rates. In contrast, we do not find that cases pursued by whistleblowers alone affect firms' or whistleblowers' behavior, suggesting that public enforcement through DOJ intervention has a greater deterrent effect on fraud than private enforcement by whistleblowers acting alone.     

The making of a corporate athlete

Management theorists have long sought to identify precisely what makes some people flourish under pressure and others fold. But they have come up with only partial answers: rich material rewards, the right culture, management by objectives. The problem with most approaches is that they deal with people only from the neck up, connecting high performance primarily with cognitive capacity. Authors Loehr and Schwartz argue that a successful approach to sustained high performance must consider the person as a whole. Executives are, in effect, "corporate athletes." If they are to perform at high levels over the long haul, they must train in the systematic, multilevel way that athletes do. Rooted in two decades of work with world-class atheletes, the integrated theory of performance management addresses the body, the emotions, the mind, and the spirit through a model the authors call the performance pyramid. At its foundation is physical well-being. Above that rest emotional health, then mental acuity, and, finally, a spiritual purpose. Each level profoundly influences the others, and all must be addressed together to avoid compromising performance. Rigorous exercise, for instance, can produce a sense of emotional well-being, clearing the way for peak mental performance. Rituals that promote oscillation--the rhythmic expenditure and recovery of energy-link the levels of the pyramid and lead to the ideal performance state. The authors offer case studies of executives who have used the model to increase professional performance and improve the quality of their lives. In a corporate environment that is changing at warp speed, performing consistently at high levels is more necessary than ever. Companies can't afford to address employees' cognitive capacities while ignoring their physical, emotional, and spiritual well-being.     

Regulation: The market for corporate control and corporate governance

This study examines the effects of regulation and a contested market for corporate control on the internal mechanisms of corporate governance. The study focus is on two sectors, manufacturing and banking, due to their differences in the governance environment. In the United Kingdom for the sample period used in this study, manufacturing was characterized by a contested market for corporate control with little or no regulatory interference. In banking on the other hand, takeovers, hostile or otherwise, were absent and ownership changes and board appointments were supervised by the regulator—the Bank of England. The findings of the panel data estimates show that, unlike in the manufacturing sector, disciplinary top management turnover in banks was not related to share price performance. Outside directors were significantly less effective in disciplining top management in banks than in manufacturing firms.     

Repurchase premia as a reason for dividends: a dynamic model of corporate payout policies

We propose that it is precisely because firms' repurchases oftheir own stock through tender offers are associated with largestock-price increases that repurchases are unattractive as ameans o distributing cash. As a result, firms distribute somecash in the form of dividends - despite the tax disadvantage- and carry the rest to future periods. However, when theirstock is sufficiently undervalued, firms distribute all accumulatedcash through stock repurchases. We show that dividends are smoothedand are positively related both to earnings innovations andto previous period's dividends. Also, the stock-price reactionto a repurchase announcement, of a given size, is increasingin the previous period's dividends.     

The influence of corporate governance mechanisms on the quality of financial reporting and auditing: Perceptions of auditors and directors in Singapore

This study uses two hypothetical cases to examine the perceptions of auditors and directors in Singapore about corporate governance practices relating to the quality of financial reporting and auditing. In the first case, the strength of the audit committee, the existence of an internal audit function and the strength of a corporate code of conduct were manipulated. All three variables were perceived to have some influence on financial reporting and audit quality. However, some interesting differences were found between the perceptions of auditors and directors. Auditors place more weight on the internal audit function, possibly due to their familiarity with the role that internal audit can play in reducing audit risk and enhancing controls. Directors have more confidence in board enforcement of a strong code of conduct, possibly reflecting the view that this encourages staff to adhere to higher ethical standards. In the second case, audit partner rotation, outsourcing of internal audit services and whether the audit firm audited all companies within a group were manipulated. Auditors believed that their ability to resist management pressure was enhanced when they audited all companies within the group. No significant differences were found for the other variables, suggesting that neither group believes that these practices impair audit independence.     

The impact of corporate governance on corporate performance: Evidence from Japan

Employing a unique data set provided by Governance Metrics International, which rates firms using six different corporate governance dimensions, we analyze whether Japanese firms with many governance provisions have a better corporate performance than firms with few governance provisions. Employing an overall index, we find that well-governed firms significantly outperform poorly governed firms by up to 15% a year. Using indices for various governance categories, we find that not all categories affect corporate performance. Governance provisions that deal with financial disclosure, shareholder rights, and remuneration do affect stock price performance. The impact of provisions that deal with board accountability, market for control, and corporate behavior is limited.     

The role of directors with related supply chain industry experience in corporate acquisition decisions

We examine the extent to which directors with supply chain experience (DSCs) on corporate boards create informational advantages that improve strategies and outcomes related to mergers and acquisitions (M&A). Our results suggest that DSCs play a dual role by motivating value-enhancing acquisitions while simultaneously deterring value-destroying ones. The nature and extent of these effects depend on such factors as the size of the acquiring firm and the level of uncertainty in its operating environment. Furthermore, we find that DSCs are positively associated with abnormal announcement returns. Acquirers with at least one DSC outperform their counterparts without DSCs by 3.1% during a three-day window around the announcement. Our results hold after we address endogeneity concerns using multiple methods. Finally, we show that acquirer board representation by DSCs is positively related to post-merger operating performance and negatively related to the premium paid for the target.     

A reappraisal of share price maximization as a corporate financial objective

This paper challenges the conventional share price maximizing objective and the assumption that a successful company can expect to achieve share price growth above the normal drift caused by inflation and earnings retention. The share price is an expectations-based measure, and more efficient companies have no greater prospect of outperforming market expectations than less efficient companies. The paper concludes that, given the potentially dysfunctional effects of pursuing a share price maximizing goal, it may be significant that share-price centred economies such as the UK and the US tend to be associated with a more short-termist perspective than bank-centred economies such as Germany and Japan.     

The rise of corporate governance in corporate control research

This article has two related tasks. First, we review the articles published in this Special Issue on Corporate Control, Mergers, and Acquisitions. These articles provide new evidence on several aspects of corporate control and governance including the value and performance effects of various ownership groups, the impact of internal governance structures, the effects of regulatory changes on specific industries and evidence on bidding strategies in takeovers. This analysis leads us to our second task – to examine the evolution of corporate control research, broadly defined. Our analysis shows a movement in research from mergers and acquisitions to a broader analysis of corporate governance, especially internal governance features. We suggest that there is a trend toward an increase in the relative importance of internal governance compared to discipline from the market from corporate control. This trend reflects an important change over the past several decades in the means through which the market disciplines corporate behavior.