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.     

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.     

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 path to corporate responsibility

Nike's tagline,"Just do it," is an inspirational call to action for the millions who wear the company's athletic gear. But in terms of corporate responsibility, Nike didn't always follow its own advice. In the 1990s, protesters railed against sweatshop conditions at some of its overseas suppliers and made Nike the global poster child for corporate ethical fecklessness. The intense pressure that activists exerted on the athletic apparel giant forced it to take a long, hard look at corporate responsibility--sooner than it might have otherwise. In this article, Simon Zadek, CEO of the UK-based institute AccountAbility, describes the bumpy route Nike has traveled to get to a better ethical place, one that cultivates and champions responsible business practices. Organizations learn in unique ways, Zadek contends, but they inevitably pass through five stages of corporate responsibility, from defensive ("It's not our fault") to compliance ("We'll do only what we have to") to managerial ("It's the business") to strategic ("It gives us a competitive edge") and, finally, to civil ("We need to make sure everybody does it"). He details Nike's arduous trek through these stages-from the company's initial defensive stance, when accusations about working conditions arose, all the way to its engagement today in the international debate about business's role in society and in public policy. As he outlines this evolution, Zadek offers valuable insights to executives grappling with the challenge of managing responsible business practices. Beyond just getting their own houses in order, the author argues, companies need to stay abreast of the public's evolving ideas about corporate roles and responsibilities. Organizations that do both will engage in what he calls"civil learning".     

The determinants of corporate sustainability performance

This paper investigates the factors that drive high levels of corporate sustainability performance (CSP), as proxied by membership of the Dow Jones Sustainability World Index. Using a stakeholder framework, we examine the incentives for US firms to invest in sustainability principles and develop a number of hypotheses that relate CSP to firm‐specific characteristics. Our results indicate that leading CSP firms are significantly larger, have higher levels of growth and a higher return on equity than conventional firms. Contrary to our predictions, leading CSP firms do not have greater free cash flows or lower leverage than other firms.     

The competitive advantage of corporate philanthropy

When it comes to philanthropy, executives increasingly see themselves as caught between critics demanding ever higher levels of "corporate social responsibility" and investors applying pressure to maximize short-term profits. In response, many companies have sought to make their giving more strategic, but what passes for strategic philanthropy is almost never truly strategic, and often isn't particularly effective as philanthropy. Increasingly, philanthropy is used as a form of public relations or advertising, promoting a company's image through high-profile sponsorships. But there is a more truly strategic way to think about philanthropy. Corporations can use their charitable efforts to improve their competitive context--the quality of the business environment in the locations where they operate. Using philanthropy to enhance competitive context aligns social and economic goals and improves a company's long-term business prospects. Addressing context enables a company to not only give money but also leverage its capabilities and relationships in support of charitable causes. The produces social benefits far exceeding those provided by individual donors, foundations, or even governments. Taking this new direction requires fundamental changes in the way companies approach their contribution programs. For example, philanthropic investments can improve education and local quality of life in ways that will benefit the company. Such investments can also improve the company's competitiveness by contributing to expanding the local market and helping to reduce corruption in the local business environment. Adopting a context-focused approach goes against the grain of current philanthropic practice, and it requires a far more disciplined approach than is prevalent today. But it can make a company's philanthropic activities far more effective.     

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.     

The strategic timing of corporate disclosures

An important element of a firm's disclosure strategy is thetiming of its mandatory public announcements. In this article,two aspects of disclosure timing are examined. The first isthe intraday timing of earnings announcements. It is demonstratedhere that, under reasonable conditions, market prices reflectbetter the valuation implications of an earnings announcementwhen it is made during trading hours rather than after the markethas closed. This implies that managers should prefer to releaseearnings with positive (negative) implications for firm valueduring (after) trading hours. The second issue examined is thesequencing of multiple corporate disclosures. It is shown thatif the announcements have positive (negative) implications forfirm value, managers should prefer to make them separately (simultaneously),as market prices better reflect the valuation implications ofmultiple announcements when they are made at different times.     

The global rise of corporate saving

The sectoral composition of global saving changed dramatically during the last three decades. Whereas in the early 1980s most of global investment was funded by household saving, nowadays nearly two-thirds of global investment is funded by corporate saving. This shift in the sectoral composition of saving was not accompanied by changes in the sectoral composition of investment, implying an improvement in the corporate net lending position. We characterize the behavior of corporate saving using both national income accounts and firm-level data and clarify its relationship with the global decline in labor share, the accumulation of corporate cash stocks, and the greater propensity for equity buybacks. We develop a general equilibrium model with product and capital market imperfections to explore quantitatively the determination of the flow of funds across sectors. Changes including declines in the real interest rate, the price of investment, and corporate income taxes generate increases in corporate profits and shifts in the supply of sectoral saving that are of similar magnitude to those observed in the data.     

The end of ESG

ESG is both extremely important and nothing special. It's extremely important because it's critical to long-term value, and so any academic or practitioner should take it seriously, not just those with “ESG” in their research interests or job title. Thus, ESG doesn't need a specialized term, as that implies it's niche—considering long-term factors isn't ESG investing; it's investing. It's nothing special since it's no better or worse than other intangible assets that create long-term financial and social returns, such as management quality, corporate culture, and innovative capability. Companies shouldn't be praised more for improving their ESG performance than these other intangibles; investor engagement on ESG factors shouldn't be put on a pedestal compared to engagement on other value drivers. We want great companies, not just companies that are great at ESG.     

The market for borrowing corporate bonds

This paper describes the market for borrowing corporate bonds using a comprehensive data set from a major lender. The cost of borrowing corporate bonds is comparable to the cost of borrowing stock, between 10 and 20 basis points, and both have fallen over time. Factors that influence borrowing costs are loan size, percentage of inventory lent, rating, and borrower identity. There is no evidence that bond short sellers have private information. Bonds with Credit Default Swaps (CDS) contracts are more actively lent than those without. Finally, the 2007 Credit Crunch does not affect average borrowing costs or loan volume, but does increase borrowing cost variance.     

The language of US corporate environmental disclosure

We rely on prior work in environmental disclosure and corporate impression management to investigate whether there are self-serving biases present in the language and verbal tone used in corporations’ environmental disclosures. Specifically, we argue that the degree of bias in these narratives varies systematically based on firm environmental performance, hypothesizing that disclosures of worse environmental performers exhibit significantly more “optimism” and less “certainty” than their better-performing counterparts. We test our two hypotheses using a cross-sectional sample of corporate environmental disclosures contained in US 10-K annual reports. Utilizing the content analysis software DICTION to determine “optimism” and “certainty” scores for the disclosures, we find empirical support for both hypotheses. Our study contributes significantly to research in environmental disclosure by investigating bias in the use of language and verbal tone as a tool for managing stakeholder impressions and by finding empirical support for this role. Thus, the language and verbal tone used in corporate environmental disclosures, in addition to their amount and thematic content, should be considered when investigating the relation between corporate disclosure and performance.     

The institutionalisation of corporate social responsibility reporting

This study examines corporate social responsibility reporting (CSRR) structures through a comparison of the disclosures in two countries with different social issues. The analysis is guided by a focus on the legitimisation offered by isomorphism. We compare the 2007 annual report and website (including standalone report) CSRR of a matched sample of 18 Australian and 18 South African mining companies. Among the 30 comparisons of disclosure patterns, 29 show no difference. We also provide examples of specific disclosures that show a remarkable level of similarity in CSRR and in the CSRR management structures adopted in the two countries. Our findings show similar overall patterns of CSRR in diverse settings, while differences in CSRR content at a more detailed level remain. For example, companies refer to the applicable national regulations and rules; as well as to their specific local communities. These findings provide evidence that the same reporting templates are used in CSRR globally. There is evidence to suggest that CSRR is institutionalised through professionalization and other means, suggesting a need to interpret CSRR characteristics and patterns as a reflection of global CSRR templates. Management intent or company-specific characteristics, such as social and environmental performance, do not necessarily drive CSRR patterns.     

永恒的主题:银行业公司治理建设

银行公司治理建设是一个长期实践和动态的过程,好的治理机制应该具备健全稳定的治理架构,对治理主体清晰职责边界的确定,以及内部相互监督与制约机制、激励考核和问责机制,还应包括透明度建设和社会责任与形象的提升。     

The effects of corporate spin-offs on productivity

Using a unique sample of plant level data from the Longitudinal Research Database of the U.S. Census Bureau, which enables us to correctly identify the parent and spun-off entities prior to spin-offs, we establish that efficiency improves following spin-offs. A spin-off refers to the separation of the management of some assets of a firm into a separate entity (which we term as the spun-off entity or subsidiary). We investigate the underlying mechanisms and the real effects of spin-offs after correcting for potential endogenous selection using treatment effect estimators and propensity score matching in our analysis. We identify how (the precise channel and mechanism), where (parent or subsidiary), and when (the dynamic pattern) efficiency improvements arise following spin-offs. We show that spin-offs increase total factor productivity (TFP) and that such productivity improvements are long-lived. This post spin-off productivity improvement can be attributed to cost savings but not to higher sales. Further, such improvements arise primarily in plants remaining with the parent. However, contrary to speculation in the previous literature, we show that plants that are spun-off do not underperform parent plants prior to the spin-off. We identify acquisitions following spin-offs and find that while productivity improvements occur immediately after the spin-off in non-acquired plants, they start only after being taken over by another firm in acquired plants. Finally, we show that unrelated spun-off entities show greater improvements in productivity compared to related spun-off entities.