The role of shareholder proposals in corporate governance

This paper examines the corporate governance role of shareholder-initiated proxy proposals. We find that target firms tend to underperform and have generally poor governance structures, with little indication of systematic agenda-seeking by the proposal sponsors. Governance quality also affects the voting outcomes and the announcement period stock price effects, with the latter strongest for first-time submissions and during stock market peaks. Proposal implementation is largely a function of voting success but is affected by managerial entrenchment and rent-seeking. The results imply that shareholder proposals are a useful device of external control, countering arguments that they should be restricted rather than facilitated under the SEC's current regulatory agenda.     

The rewards to meeting or beating earnings expectations

This paper finds that firms that meet or beat current analysts’ earnings expectations (MBE) enjoy a higher return over the quarter than firms with similar quarterly earnings forecast errors that fail to meet these expectations. Further, such a premium to MBE, although somewhat smaller, exists in the cases where MBE is likely to have been achieved through earnings or expectations management. The findings also indicate that the premium to MBE is a leading indicator of future performance. This premium and its predictive ability are only marginally affected by whether the MBE is genuine or the result of earnings or expectations management.     

The role of hostile stakes in German corporate governance

This article uses clinical evidence to show how the German system of corporate control and governance is both more active and more hostile than has previously been suggested. It provides a complete breakdown of ownership and takeover defence patterns in German listed companies and finds highly fragmented (but not dispersed) ownership in non-majority controlled firms. We document how the accumulation of hostile stakes can be used to gain control of target companies given these ownership patterns. The article also suggests an important role for banks in helping predators accumulate, and avoid the disclosure of, large stakes.     

The role of corporate governance in the write-off decision

The recent popularity of write-offs allows for examination of the role governance plays in the write-off decision. I find that well governed companies are more likely to announce write-offs. Additionally, better governed firms announce smaller write-offs relative to poorly governed firms. The evidence also indicates that the stocks of well governed firms experience announcement abnormal returns that are over six percent higher than those of poorly governed firms. The results suggest better governed firms take a pro-active approach to reveal bad news early, and thereby mitigate further uncertainty for investors.     

Compliance with IFRS disclosure requirements and individual analysts’ forecast errors

We investigate the relationship between analysts’ earnings forecast errors and firm compliance with the disclosure requirements of International Financial Reporting Standards (IFRS). Using a comprehensive disclosure index of selected IFRS for which previous research has indicated significant noncompliance, we develop an unweighted and an innovative weighted measure of IFRS disclosure compliance. We document that forecast error is negatively related to IFRS compliance, and that the magnitude of this effect is larger when controlling for analyst fixed effects. Our findings suggest that compliance with the disclosure requirements of IFRS reduces information asymmetry and enhances the ability of financial analysts to provide more accurate forecasts. Our findings also support the viewpoint that the extent of compliance with accounting standards is as important as the standards themselves. Our results are robust to alternative model specifications.     

注册会计师和内部审计师在公司治理结构中的作用

什么是"公司治理结构"?简而言之,公司治理结构意味着健全的管理、透明度和披露.就公司而言,公司治理结构是指确定管理当局、董事会、股东以及其他证券持有者之间的关系,由此实现透明度、经营责任和公平的目标和理想.     

Increasing the role of auditing in corporate governance

While critical accounting research has long been vitally interested in relationships between accounting, auditing and control of business organizations, mainstream research in accounting, finance and management has only recently displayed an increased interest in questions of corporate governance. The notion of corporate governance typically employed in mainstream research focus on enhancing benefits to shareholders. The structure and the functioning of boards of directors, and audit committees of such boards, are primary concerns within this line of research. This paper presents an alternative view of corporate governance and the role of auditing within corporate governance. We argue that the role of auditing should be increased in order to enhance the control of corporations for the benefit of all stakeholders and society generally.     

Earnings management strategies for meeting or beating expectations

In this study, we dispel several popular notions regarding the meeting or beating expectations/thresholds (MBE) phenomenon that permeates the research design of many empirical papers. First, MBE is not unequivocally associated with aggressive earnings management. Second, MBE does not necessarily obfuscate the truth. Third, MBE may be consistent with the well-documented reporting strategy of smoothing. Specifically, we characterize the reporting strategy of firms that engage in MBE in a two-period game. Some firms value MBE in the first period more than in the second (short-run firms), and other firms are less concerned with missing a threshold in the first period but must meet or beat expectations in the second (long-run firms). The analysis yields additional insights: we also show that MBE, by a small amount, is driven by the demand for a truth-revealing report, since the extremely small margin is designed to vary with the truth. In addition, MBE explains the richness of the menu of reporting strategies (“taking a bath,” “cookie-jar reserve,” and marginal threshold beating). Moreover, MBE is good news when the firm is a long-run MBE firm because it signals that the firm will also meet or beat expectations in the future. Finally, MBE has a favorable economic effect, as it induces boards of directors to incentivize managers to expend more effort.     

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.     

The role of corporate governance in shaping accruals manipulation prior to acquisitions

Based on stock swap transactions involving public acquirers originating from the UK between 1998 and 2011, this paper investigates the role of corporate governance in shaping accruals manipulation prior to stock swap deals. In contrast to common claims that strong corporate governance constrains accruals manipulation, my results show that well-governed acquirers engage more aggressively in income-increasing accruals manipulation than those with weak governance. This finding is consistent with a role of corporate governance that incentivises managerial actions in the interests of firms’ shareholders. Overall, this finding highlights the setting-specific nature of the earnings management and corporate governance relation. My results are robust to different discretionary accrual models, differences in the firm's growth structure, merger and acquisition control variables, a control group of 100% cash acquirers, an analysis of buy-and-hold abnormal returns, and potential sample selection problems.     

The role of bank monitoring in corporate governance: Evidence from borrowers’ earnings management behavior

In this paper, we examine the corporate governance role of banks by investigating the effect of bank monitoring on the borrowers’ earnings management behavior. Our analyses suggest that a borrowing firm’s earnings management behavior generally decreases as the strength of bank monitoring increases. The strength of bank monitoring is measured as (1) the magnitude of a bank loan, (2) the reputation (rank) of a lead bank, (3) the length of a bank loan, and (4) the number of lenders. These results imply that bank monitoring plays an important role in the corporate governance of bank-dependent firms. We further examine other bank loan characteristics (collateral, refinancing, loan types, and loan purposes) and their effects on borrowers’ earnings management behavior. Our analyses show that collateral and loan types are significantly associated with borrowers’ earnings management behavior while refinancing and loan purposes have no association.     

Operating performance changes associated with corporate mergers and the role of corporate governance

We find that corporate governance characteristics of acquiring firms (board ownership, board size, and block-holder control) have an economically and statistically significant impact on operating performance changes following mergers. We also show that dispersion of intra-board ownership stakes is an important but heretofore overlooked factor when judging the influence of ownership on the outcomes of corporate choices. Finally, we present evidence that suggests the market sometimes under- or overreacts to merger news when initially revaluing merger partners but corrects any miscalculation following the consummation of the merger.     

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。     

Postprivatization corporate governance: The role of ownership structure and investor protection

We investigate the role of ownership structure and investor protection in postprivatization corporate governance. Using a sample of 209 privatized firms from 39 countries over the period 1980 to 2001, we find that the government relinquishes control over time to the benefit of local institutions, individuals, and foreign investors, and that private ownership tends to concentrate over time. Firm size, growth, and industry affiliation, privatization method, as well as the level of institutional development and investor protection, explain the cross-firm differences in ownership concentration. The positive effect of ownership concentration on firm performance matters more in countries with weak investor protection.     

Consistency in meeting or beating earnings expectations and management earnings forecasts

This paper provides evidence that firms that have consistently met or beaten analysts’ earnings expectations (MBE) provide more frequent “bad news” management forecasts than firms with no established string of MBE, particularly when existing analyst forecasts are optimistic. This suggests that firms with a consistent MBE record are more likely to guide analysts’ expectations downward to avoid breaking the consistency. Subsequent analyst forecast revisions following bad news management forecasts issued by these firms are dampened, implying that analysts suspect that these forecasts may be opportunistic. The relation between management forecasts and MBE consistency is stronger after Regulation FD.     

Reversing an impairment loss and earnings management: The role of corporate governance

This paper examines whether the reversal of a previously recognized impairment loss provides an opportunity for earnings management, and whether such behavior is associated with managers' incentives. It also examines whether a corporate-governance mechanism can mitigate this behavior. Since 2005, listed companies in Taiwan have been required to comply with accounting standards, equivalent to International Accounting Standards (IAS) No. 36 “Impairment of Assets,” which allow reversals of asset-impairment losses. Data on a sample of 55 firms that reversed impairment losses between 2005 and the first quarter of 2007 were matched by industry and size with 55 control firms. Empirical results show that firms recognizing more impairment losses are more likely to reverse impairment losses when doing so would avoid an earnings decline in a subsequent period, which is consistent with the “cookie jar” reserve hypothesis. We also show that such behavior is more pronounced for firms with higher debt ratios, consistent with earnings management being associated with the incentive to avoid violation of debt covenants. However, an effective corporate governance mechanism could mitigate such behavior. Our study may contribute to the debate on global convergence with IFRS, especially convergence between IFRS and U.S. GAAP with respect to the “Impairment of Assets,” by providing a rationale for the latter's prohibition of reversals. It may also contribute to the corporate-governance literature by showing the effect of governance mechanisms on deterring earnings management.     

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.     

Does information uncertainty affect investors’ responses to analysts’ forecast revisions? An investigation of accounting restatements

Prior studies provide only limited evidence on how and why investors rely on analyst forecasts. We investigate one aspect of this research paradigm by examining investor response to analyst forecast revisions using accounting restatements as a proxy for uncertainty. We find that investors tend to rely more on the information that analyst characteristics convey about forecast accuracy in restatement firms than in non-restatement firms. The evidence also suggests that the level of restatement intensity and the length of reaction window affect investors’ reliance on these characteristics. Further analysis demonstrates that the innovation in forecast revisions also affects the association between investor response and analyst characteristics. Our findings are consistent with increased information uncertainty stimulating investor demand for analyst research.     

The relation between corporate governance and CEOs’ equity grants

We investigate whether the firm’s corporate governance affects the value of equity grants for its CEO. Consistent with the managerial power view, we find that more poorly-governed firms grant higher values of stock options and restricted stock to their CEOs after controlling for the economic determinants of these grants. We show that the negative relation between governance strength and equity grants is not likely to be attributable to omitted economic factors or substitution effects between governance strength and equity incentives. As further evidence consistent with the managerial power view, we show that firms with poorer governance in the pre-Enron era cut back more on using employee stock options (ESOs) for their CEOs in the post-Enron era, a period when the accounting and outrage costs of ESOs increased, consistent with poorly-governed firms taking more advantage of opaque ESO accounting rules than better-governed firms. We show that the association between governance strength and abnormal equity grants is less negative in the post-Enron period than it was in the pre-Enron period, consistent with firms making more efficient equity-granting decisions after the corporate governance changes mandated by the Sarbanes–Oxley Act of 2002 and the major US stock exchanges took effect.     

金融危机后的泰国银行业公司治理

本文在简要回顾1997年东南亚金融危机爆发后泰国政府和银行业为加强银行公司治理而采取的措施基础上,分析了泰国银行业公司治理的现状与不足,并应用制度经济学的相关理论对泰国银行业公司治理的改革前景进行了展望。