Business Ethics and the Decision to Adopt Golden Parachute Contracts: Empirical Evidence of Concern for All Stakeholders

Golden parachutes are often viewed as a form of excessive compensation because they provide senior management with substantial payouts following an acquisition while other stakeholders are subjected to layoffs, disrupted business relationships and other negative externalities. Using a sample of S&P 500 firms, an economic and ethical justification for this type of contract is given. Golden parachutes ensure effective corporate governance that, in turn, preserve the firm's value for all stakeholders. Boards of directors enter into parachute agreements to protect recently hired CEOs' human capital during periods of financial uncertainty and, thus, potential takeover activity. From an ethics viewpoint, golden parachutes are valuable to all stakeholders because they encourage merger or acquisition in lieu of bankruptcy.     

The Shifting Sands of Merger Enforcement at the Federal Trade Commission

This paper presents a statistical model for Federal Trade Commission merger enforcement. After reviewing the literature, economic and political variables are posited to explain bureaucratic merger decisions. Various probit models are estimated with the results suggesting that the Commission enhanced the consideration given to merger–specific efficiencies in response to exogenous pressure to increase merger enforcement. Overall, the tightening of merger policy appears to have been focused on the transactions lacking documented cost savings     

Securing Diversity in Human Resources: Lessons from Malaysia

As the search for more responsive and robust forms of corporate governance continues internationally, this paper seeks to inform the current debate concerning the relative strengths and limitations of the Japanese system in the context of the rising demands and expectations of global investors. Using the current literature within the field and the annual reports of the top 50 Japanese companies, we look at the state of Japanese corporate governance now and its response to domestic and international pressures for change. The key findings suggest that despite the literature predictions and growing dissatisfaction with the model, Japanese corporate governance has been slow to change. The major exception appears to be an increase in merger and acquisition activity, but even this was found to be along distinctively Japanese lines. Finally, we assess the future implications for developing forms of corporate governance in both East and West.     

美国银行业破产模式变化趋势及其启示

在美国,一般企业的破产主要表现为兼并与收购,遵循的是一种市场驱动的事后破产模式:而商业银行的破产过程则由金融监管部门主导,表现为一种由行政管制驱动的事前破产模式.这两种破产模式在破产适用法规、破产目标、主导者、破产程序等方面存在异同.目前由于市场竞争的发展和银行公司治理结构的改变,美国银行业兼并收购开始盛行,有向事后破产模式转变的趋势.中国银行业的公司治理和银行破产法制定亦可从中得到若干重要启示.     

高管的银行背景、所有权性质与企业现金持有决策

本文分析高管的银行背景是否影响企业现金持有决策,以及这种影响在国有企业和民营企业之间是否存在显著差异。基于中国非金融类上市公司2003－2013年的数据,检验发现,那些聘请具有银行背景的人士担任高管的企业具有显著更低的现金持有水平和更快的现金持有调整速度。相对于国有企业,高管银行背景对企业现金持有决策的影响在民营企业显著更强。上述研究结论有助于揭示社会资本在促进企业发展中的具体运行机制,为上市公司做出更优的现金持有决策具有重要的启示意义。     

International Retail Restructuring and Divestment: The Experience of Tesco

A key purpose of this study is to explore the lessons learned from international retail divestment and market withdrawal experiences. Drawing on 33 in-depth interviews with leading investment banks and key retail executives at Tesco, the study investigates the company's international restructuring and divestment activities in Ireland and France during the mid -1980s and 1990s. It has been demonstrated that, despite the progressive merger and acquisition wave sweeping through the corporate retail landscape recently, international retail divestment is quite widespread. The main conclusion from this study is that Tesco originally did not envisage divestment or de-internationalisation as part of the original internationalisation strategy process in either the acquisition of Three Guys in Ireland or Catteau in France. There was no appreciation from Tesco during their early period of expansion of the fact that exit pressures might arise during the course of market entry. In this regard, the case study provides insights into the relationship between investment and divestment within the context of international retail restructuring. The case evidence also demonstrates the positive impact of the Three Guys and Catteau divestments which helped management to refocus and rejuvenate the company's internationalisation process.     

Multinationals and Income Shifting by Debt

Existing literature studies debt shifting and transfer pricing separately. In practice, however, the choice of debt-to-asset ratios in affiliates and the interest rate on internal debt are interrelated management decisions that are also mutually affected by government regulation. Therefore, this paper models these strategies as simultaneous decisions made by the management. We find that the tax sensitivity of the corporate tax base depends on whether debt shifting and transfer pricing are cost complements or substitutes. A second result is that stricter regulation of debt shifting and transfer pricing may have the effect of fostering such activities.     

The Influence of Merger and Acquisition Activities on Corporate Performance in the Taiwanese Telecommunications Industry

This study attempts to make an empirical contribution to the understanding of corporate performance in the telecommunications industry. Data envelopment analysis (DEA) is performed to assess corporate performance for the telecommunications sector in Taiwan and the relationships between corporate performance and merger and acquisition (M&A) transactions. The empirical results reveal that M&A strategy does not seem to enhance corporate performance in the telecommunications industry, whilst an internal growth strategy does improve corporate performance.     

公司治理与公司网络投资者关系管理的及时性——对中国百强的实证研究

以12个指标评估中国百强公司网络投资者关系管理(IRM)的及时性,通过董事会结构和股权结构两个维度对公司治理与公司网络IRM及时性的关系进行实证检验。研究发现:公司治理机制尤其是股权结构对网络IRM及时性产生了显著影响,高管持股激励机制及国有性质股权有利于提升网络IRM及时性,而第一大股东对网络IRM及时性具有显著的负面影响;中国百强虽均建有网站,但对网络IRM及时性的重视度不足,及时性分值普遍偏低,中国公司的网络IRM活动尚需有效的引导。     

Ethical Aspects in Nordic Business Mergers: The Case of Electro-Business

Postmerger integration is a highly challenging and demanding task. Its success depends not only on economic factors but also on the organisational members' feelings and their personal contribution to the new entity. Mergers are usually made for the sake of profitability in the first place, whereas less attention is paid to employees in such situations. This article describes various ethical observations made in our study on corporate mergers in the Nordic Electro-business industry. We examine how the organisational change was experienced by personnel, what kinds of ethical reflections surfaced in different phases of the process, and what conclusions might be drawn from them. The main focus is on the ethical meanings that emerged in our interviewees' stories spontaneously, without the topic of ethics having been separately brought up in the interview situation. The organisational members: we interviewed 35 electro-business employees who were either transferred from Vattenfall's contracting unit to the acquiring company or were already working there at the time of the merger. These persons were interviewed twice: first in 2001, the year of the initial merger, and again in 2005, 4 years from the start of the process and 1 year from the final ownership change. The merger process seemed to lead to decreased responsibility among the organisational members, which highlights the discrepancy between genuine ethical thinking and executive talk. Our study also revealed a dramatic shift in the moral attitudes of the managers who fell from power in the turmoil of organisational change. This moral dimension is evident in their sharply critical argumentation against the new operating model and new corporate management, as well as in their eventual indifference and non-commitment to the organisation. The ethical meanings of 'the good life' and a happy work community slowly disintegrated and were replaced by a longing for the earlier communality and sense of togetherness in their old organisation. This meant that 'the good life' would have to be sought elsewhere.     

Knowledge acquisition and corporate entrepreneurship: Insights from Spanish SMEs in the ICT sector

The contingent perspective on the corporate entrepreneurship–performance relationship has focused mainly on the influence of factors either environmental or internal to the organization. Only recently have researchers turned their attention to the relational context and specifically to inter-organizational alliances’ potential to influence this relationship. Our paper analyzes how knowledge acquisition from alliances affects the corporate entrepreneurship–performance relationship in a sample of Spanish SMEs from the Information and Communication Technology sector (ICT). The results obtained show that both corporate entrepreneurship and knowledge acquisition have a positive influence on performance but that the moderating effect of knowledge acquisition on the relationship between corporate entrepreneurship and performance is negative and it varies depending on the level of knowledge-based resources of the firm.     

Non-compete agreements: How fiduciary duty and covenants not to compete restrict managers’ mobility

Companies spend time and money training employees; in the case of a merger or acquisition, they spend resources such as cash, stock, and debt. It makes sense, then, that they do not want an employee to take the expertise the company underwrote to a competitor. Thus, employment contracts will often include non-compete clauses—sometimes known as covenants not to compete—which state that the employee cannot move to a competitor for a certain period of time. Though not all employees have the heightened fiduciary duty of board members and officers, they frequently have signed agreements that, at least on paper, restrict their employment mobility. Not only have officers and board members often signed such agreements as well, but they also have fiduciary duties further restricting their new employment plans. In decades of teaching courses in the legal environment of business as well as in business ethics, no topic flummoxes students more than this one. After all, in a free country, a person should be able to work where they wish, right? How can such restrictions be fair? Legally and ethically, this is a complicated area and one in which the old lawyer’s answer—it depends—is true. This article provides some parameters for employees and employers to know when fiduciary duty precludes certain employees from moving to a new company, including when those are legal in what ways they are fair.     

An empirical and ethical analysis of factors motivating managers' merger decisions

This paper examines the role of managerial self-interest in the merger market. It looks at factors influencing managers' merger decisions by analyzing managerial expense preference factors on cross-sectional data employing non-parametric statistical methods. The same factors are examined for acquiring, acquired, and merging firms, and control groups used in each case. The results support the authors' contention that managerial discretion is a significant motivating factor for mergers. The changes in expense preference factors indicate management decisions which provide conditions allowing management to indulge in management preferred expenditures, while reducing risk to their career. The authors then provide a moral/philosophic framework of ethical analysis for examining manager's merger decisions, using teleological and deontological theories. They conclude that merger decisions motivated or influenced by self-interest are unethical and, in the process, provide managers facing a merger decision with a framework for making an ethical decision.Dr. Francis Achampong is a Professor of Business Law and Insurance at Norfolk State University, in Norfolk, Virginia. He is licensed to practice law in New York and Virginia. He has published in journals such as theJournal of Risk and Insurance, theInternational and Comparative Law Quarterly, Dickinson Law Review, and theAkron Law Review.Dr. Wold Zemedkun is an Associate Professor of Finance at Norfolk State University, In Norfolk, Virginia. He has published in journals such as theJournal of Business Strategies, theAkron Business and Economic Review,, theJournal of Financial Education, and theAtlantic Economic Journal.     

The Empirical Basis for Antitrust: Cartels,Mergers, and Remedies

There have been a number of studies attempting to quantify the impact of cartels and mergers on prices. The state of the art of empirical analysis related to antitrust is best illustrated by the research of John Connor and John Kwoka. Connor summarizes the existing empirical research that estimates the magnitude of the impact of cartels on prices. He estimates that cartels increase prices by >20% on average, and concludes that fines and damage awards do not sufficiently deter cartels and should be larger. Kwoka summarizes research estimating the impact of mergers on prices and other market outcomes, and recommends tighter merger regulation. Since the works of both have been used to support more aggressive antitrust enforcement, it is important to understand the basis for their research and how it is best weighed. This article critiques their substantial efforts to add more empirical content as the basis for antitrust policies.     

The dark triad and corporate sustainability: An empirical analysis of personality traits of sustainability managers

Middle managers responsible for sustainability operationalize top management decisions on the organization's social and environmental activities. With their focus on sustainability, they could be expected to consider ethical issues particularly well in their decisions and to possess ethical personality traits. While earlier research has focused on top management this paper examines the influence of personality traits of middle managers on their corporate sustainability preferences. Based on a primary survey sample of 204 professionals responsible for sustainability in their company, we study the relationship between dark triad personality traits (Machiavellianism, narcissism, and psychopathy) of sustainability managers and their environmental and social responsibility preferences. The analysis shows that managers who score higher on the dark triad personality scale are less concerned about environmental and social responsibility issues. The business environment, analyzed in a cross-cultural comparison between the United States and Europe, and the organizational context function as a moderator of the influence of personality traits on sustainability preferences. The results suggest that dark triad personality traits should be considered in recruitment and assessment processes of middle managers responsible for corporate sustainability.     

Institutional Investors,Political Connections,and the Incidence of Regulatory Enforcement Against Corporate Fraud

We investigate two under-explored factors in mitigating the risk of corporate fraud and regulatory enforcement against fraud, namely institutional investors and political connections. The role of institutional investors in the effective monitoring of a firm’s management is well established in the literature. We further observe that firms that have a large proportion of their shares held by institutional investors have a lower incidence of enforcement actions against corporate fraud. The importance of political connections for enterprises, whether in a developed market such as the United States or an emerging market such as China, has been established by previous studies. However, we find evidence of another positive effect of political connections: they may reduce the incidence of enforcement action against corporate fraud. We also find that political connections play a more significant role in reducing regulatory enforcement incidents against non-state-owned enterprises and firms in weaker legal environments, whereas institutional ownership plays a more important role in reducing regulatory enforcement incidents against state-owned enterprises.     

Metaphors and the Application of a Corporate Code of Ethics

This article researches how a corporate code of ethics (CCE) implemented in local government X has influenced the behavior of its employees, middle managers, and managers. Metaphors from the existing and desired CCE elicited by these three groups provided information on how to improve the effectiveness of the CCE. This method proved to be very fruitful. It appeared that continuous systematic attention needed to be paid to the CCE after the CCE had been implemented, particularly by management. Initiatives from management to start discussions about relevant questions of integrity appeared to be also necessary to make the topic a “normal” topic which employees were no longer afraid to discuss. In this way, the possibility could be created to develop collectively a “practical” frame of reference concerning relevant questions of integrity that would help employees to make decisions in difficult situations during their work in the future.     

Mergers and the Evolution of Patterns of Corporate Ownership and Control: The British Experience

An intense academic debate has arisen recently concerning the crucial ‘bedrock’ that underpins a corporate governance regime where widely held public companies dominate. In the discourse, little has been said about the contribution of merger activity. This article seeks to address this gap by considering developments in the United Kingdom during the twentieth century. The British experience suggests that mergers matter with respect to the evolution of systems of ownership and control and that the manner in which anti-competitive behaviour is regulated influences the extent to which ‘transformative’ merger activity takes place.     

Supply-chain corporate venturing through acquisition: Key management team retention

Acquisitions are often used as a way to engage in corporate venturing. The value of these ventures tends to reside in the knowledge and capabilities of the key management team members who have and maintain key inter-organizational relationships. Because their knowledge and/or relationships may be tacit and therefore difficult to transfer, retaining the key managers in the acquired organization is often a critical issue for the human resource management of the acquiring organization. They are also frequently thought to be critical elements in the future performance in global supply chains and therefore, should be a key concern of human resource management after the acquisition has been culminated. Using a unique dataset of corporate acquisitions in supply-chains, we examine how the development of the psychological contract elements affects retention of critical key global managers. We find that higher retention of the key management team members leads to higher performance after acquisition. We also find that the development of the psychological contract has a positive impact on the retention of key managers with global supply-chain relations.     

企业并购中进行文化整合的基本思路与对策

日前企业并购中存在的问题,究其原因,主要是文化管理体制没有进行根本性的改革。企业并购中文化整合的基本思路是将企业文化整合的内容划分为观念文化的整合、制度文化的整合、行为文化的整合、物质文化的整合。加强并购企业文化整合,必须建立良好的文化整合机制,提炼核心价值观,增强企业领导者的文化整合观念和能力,自上而下地加速整合的进程。