Board representation in international joint ventures

Research summary : Relatively little attention has been paid to boards in international joint ventures (IJVs), and the composition of these boards in particular. We examine the determinants of foreign partners' representation on IJV boards in order to advance our knowledge of this facet of IJV governance. We argue that a foreign partner's representation on the IJV board is related to its equity contribution. However, we hypothesize that this relationship is moderated by IJV and host country characteristics that affect the importance of the internal and external roles IJV boards serve. These results provide insights into the conditions under which a partner might wish to secure greater board representation for its level of equity, or utilize less board representation than might be suggested by its equity level alone. Managerial summary : The functioning and composition of corporate boards have long been seen as critical to managers and shareholders alike. In contrast, the boards of IJVs have been relatively neglected. We advance our knowledge of this important facet of IJV governance. Specifically, we highlight the importance of two roles (i.e., an internal and external role) that IJV boards and directors fulfill. We find that the importance of these internal and external roles of boards determines whether a foreign partner might wish to secure greater board representation for its level of equity, or utilize less board representation than might be suggested by its equity level alone. Our results provide novel insights that can help managers structure their IJV boards. Copyright © 2016 John Wiley & Sons, Ltd.     

Conflicts of interest,intra‐group financing and procedural coordination of group insolvencies

Modern insolvency law instruments recognise the specificity of enterprise group insolvencies, premised on the existence of close operational and financial links between group members. It is widely accepted that maximisation of insolvency estate value and procedural efficiency depend on coordination of insolvency proceedings opened with respect to group entities. Such coordination is prescribed in the European Insolvency Regulation (recast), the United Nations Commission on International Trade Law (UNCITRAL) Model Law on Enterprise Group Insolvency and the recently reformed German insolvency law. Yet in insolvency, group members retain their own insolvency estates and pools of creditors. This is based on the traditional company law principle of entity shielding. Active communication and cooperation between insolvency practitioners and courts do not sit well with the separate (atomistic) nature of insolvency proceedings, as well as different and oftentimes conflicting interests of creditors in such proceedings. As a result, communication and cooperation may be restricted in a situation of conflicts of interest. This article explores how in the context of group distress the risks arising from conflicts of interest can be controlled and mitigated, while ensuring efficient cross‐border cooperation and communication to the maximum extent possible. It analyses three cutting‐edge coordination mechanisms, namely (a) cross‐border insolvency agreements or protocols, (b) special (group coordination and planning) proceedings and (c) the appointment of a single insolvency practitioner. It concludes that both the likelihood and significance of conflicts of interest correlate with the degree of procedural coordination. Therefore, conflict mitigation tools and strategies need to be tailor‐made and targeted at a specific level and coordination mechanism.     

The mystery of zero-leverage firms

We present the puzzling evidence that, from 1962 to 2009, an average 10.2% of large public nonfinancial US firms have zero debt and almost 22% have less than 5% book leverage ratio. Zero-leverage behavior is a persistent phenomenon. Dividend-paying zero-leverage firms pay substantially higher dividends, are more profitable, pay higher taxes, issue less equity, and have higher cash balances than control firms chosen by industry and size. Firms with higher Chief Executive Officer (CEO) ownership and longer CEO tenure are more likely to have zero debt, especially if boards are smaller and less independent. Family firms are also more likely to be zero-levered.     

Intragroup transfers,intragroup diversification and their risk assessment

When assessing group solvency, an important question is to what extent intragroup transfers may be taken into account, as this determines to which extent diversification can be achieved. We suggest a framework to explicitly describe the families of admissible transfers that range from the free movement of capital to excluding any transactions. The constraints on admissible transactions are described as random closed sets. The paper focuses on the corresponding solvency tests that amount to the existence of acceptable selections of the random sets of admissible transactions.     

Collusion, Exclusion, and Inclusion in Random-Order Bargaining

This paper examines the profitability of three types of integration in a cooperative game solved by a random-order value ( e.g. the Shapley value). Collusion between players  i  and  j  is a contract merging their resources in the hands of one of them, say  i  . This contract can be represented as a combination of exclusion, which lets  i  exclude  j  's resource but not use it himself, and inclusion, which lets  i  use  j  's resource but not exclude  j  from it. This representation yields a third-difference condition on the characteristic function that determines the profitability of collusion, generalizing existing results for specific games. Namely, collusion is profitable [unprofitable] when the complementarity of the colluding players is reduced [increased] by other players.     

Coordination and discrimination in contracting with externalities: divide and conquer?

The paper studies bilateral contracting between N agents and one principal, whose trade with each agent generates externalities on other agents. It examines the effects of prohibiting the principal from (i) coordinating agents on her preferred equilibrium, and (ii) making different contracts available to different agents. These effects depend on whether an agent is more or less eager to trade when others trade more. The prohibitions reduce the aggregate trade in the former case, and have little or no effect in the latter case. The inefficiencies under different contracting regimes are linked to the sign of the relevant externalities, and are shown to be typically reduced by both prohibitions.     

Axiomatizations of two types of Shapley values for games on union closed systems

A situation in which a finite set of players can obtain certain payoffs by cooperation can be described by a cooperative game with transferable utility, or simply a TU-game. A (single-valued) solution for TU-games assigns a payoff distribution to every TU-game. A well-known solution is the Shapley value. In the literature various models of games with restricted cooperation can be found. So, instead of allowing all subsets of the player set N to form, it is assumed that the set of feasible coalitions is a subset of the power set of N. In this paper, we consider such sets of feasible coalitions that are closed under union, i.e. for any two feasible coalitions also their union is feasible. We consider and axiomatize two solutions or rules for these games that generalize the Shapley value: one is obtained as the conjunctive permission value using a corresponding superior graph, the other is defined as the Shapley value of a modified game similar as the Myerson value for games with limited communication.     

The Current State of the Russian Agricultural Sector

Russia's agriculture produces around 3.7 per cent of the country's GDP, employs 9.2 per cent of the national workforce and contributes around 6 per cent of the country's exports. The sector has shown remarkable resilience in the face of wider economic turbulence. Self‐sufficiency rates for the main agricultural commodities are relatively high. Agricultural exports have grown very significantly since 2000 especially for wheat and meslin (wheat and rye mixture). Meat production has been growing steadily, particularly in the poultry and pork sectors. Whilst the agri‐food sector has great potential to play an even more prominent role in Russia's economy, it suffers from relatively low productivity and an outdated technological base. The main drive for efficiency has come mainly from the relatively large‐scale agricultural firms, who generated more than half of the total value of agricultural output in 2016. Foreign policy instability, including economic sanctions, the devaluation of the national currency and declining economic growth have weakened the sector and caused an increase in the prices of imported goods and equipment. At the same time Russian products have replaced high value‐added imports and Russia's agricultural producers are expanding into new markets.     

Macroeconomic effects of corporate default crisis: A long-term perspective

Using an extensive data set on corporate bond defaults in the US from 1866 to 2010, we study the macroeconomic effects of bond market crises and contrast them with those resulting from banking crises. During the past 150 years, the US has experienced many severe corporate default crises in which 20–50% of all corporate bonds defaulted. Although the total par amount of corporate bonds has at times rivaled the amount of bank loans outstanding, we find that corporate default crises have far fewer real effects than do banking crises. These results provide empirical support for current theories that emphasize the unique role that banks and the credit and collateral channels play in amplifying macroeconomic shocks.     

The communication cost of selfishness

We consider how many bits need to be exchanged to implement a given decision rule when the mechanism must be ex post or Bayesian incentive compatible. For ex post incentive compatibility, the communication protocol must reveal enough information to calculate monetary transfers to the agents to motivate them to be truthful (agents' payoffs are assumed to be quasilinear in such transfers). For Bayesian incentive compatibility, the protocol may need to hide some information from the agents to prevent deviations contingent on the information. In both settings with selfish agents, the communication cost can be higher than in the case in which the agents are honest and can be relied upon to report truthfully. The increase is the “communication cost of selfishness.” We provide an exponential upper bound on the increase. We show that the bound is tight in the Bayesian setting, but we do not know this in the ex post setting. We describe some cases where the communication cost of selfishness proves to be very low.