Let’s Not Stick Together: Anticipation of Cartel and Merger Control in The Netherlands

Does enforcement action by the Netherlands Competition Authority (NMa) in the case of cartels and mergers produce an anticipatory effect? We use surveys among firms and their advisers to test whether merger plans that may fail to gain clearance from the NMa are not notified and whether the possibility of detection helps to reduce the number of cartels. Our results indicate that enforcement action by the NMa has a preventive effect. Surveys among companies show that 5 % of the notified mergers were modified before notification to forestall possible objections from the NMa. Moreover, for every 100 notifications of mergers there are 13 proposed mergers that are later on abandoned due to merger control. Companies also take account of the Competition Act when drafting contracts, conducting negotiations and holding meetings. Our survey among lawyers and other advisers shows that for every sanction decision taken by the NMa there are almost 5 cases in which, unbeknown to the NMa, a prohibited act has been terminated or modified in response to advice on competition law.     

Pollution abatement and employment

Morgenstern et al. (J Environ Econ Manag 43:412–436, 2002. doi: 10.1006/jeem.2001.1191) are well-known for its investigation of the employment effects of environmental regulations. However, the cost function specified in that paper is handicapped by its reliance on survey data of the costs of inputs assigned to pollution abatement. In this paper, we specify an input distance function that models the joint production of good and bad outputs. This allows us to measure the relative importance of factors associated with changes in employment without pollution abatement cost data. We operationalize our model using a sample of 80 coal-fired electric power plants from 1995 to 2005.     

Why Country of Origin Still Matters in Food Retailing: Implications for Promotion Management Research

ABSTRACT

Despite considerable focus on the role of country image (CI) and country of origin (COO) in international marketing and consumer behavior research over the past fifty years, several meta-analyses suggest that knowledge of the impact on consumer decision-making is limited. Even though they are among the most commonly traded items, food products (have not received as much attention from researchers as other product categories (i.e. consumer electronics, cars, apparel and footwear). Further, most of the research that focuses on food was conducted prior to the introduction of mandatory labelling requirements in many major retail markets. This critical review contributes to the literature examining the role that this information plays in food retailing within the context of international trade in food. From this critical review, a research agenda is developed, highlighting several major avenues and methodological approaches with the aim of enhancing the relevance and validity of COO research in food retailing and promotion management.     

MCDA Framework for Fishing Rights Allocation in South Africa

The work discussed in this paper relates to the allocation of fishing rights within the Western Cape province of South Africa. Many of these fisheries are under threat through over-exploitation, and yet are a traditional source of livelihood in many communities. We describe a sequence of interventions during which principles and processes of multiple criteria decision analysis (MCDA) formed the framework for structuring the problems, for facilitating group consensus on the decision making process, and for designing a decision support template for use in future allocations. Interactions with community representatives and with the the national Department of Environmental Affairs and Tourism revealed a high degree of consistency in perceptions of the management goals that need to be taken into consideration. These goals could be structured and summarized in the form of an integrated value tree, which in turn formed the basis for a formalized decision support structure that could provide a transparent, coherent and auditable basis for the allocation of fishing rights in a fully goal-directed manner.     

The promises and constraints of consumer-directed healthcare

Consumer-directed healthcare promises to reduce costs and increase quality by expanding provider choice for prospective patients. High-deductible insurance, employer- or government-subsidized health savings accounts, transparent pricing, and accurate information on clinical performance help generate millions of patients shopping for healthcare. As in any other well-behaved market, when patients shop, there is a link between financial reward and value for the individual patient. Absence of price competition, agency problems, and high barriers to entry in local markets are market failures that currently break this link in U.S. healthcare. Consumer-directed health plans are already popular among many employers and have established a momentum that indirectly shapes discussion of reform by the Obama administration. Complexity of reporting clinical results, dependence of treatment success on at-home patient behavior, and scientific ignorance among consumers threaten delivery of results promised by theory. Successful implementation requires regulator attention to sophisticated data reporting that adjusts for clinical risk, avoidance of patient-focused marketing that leads to over-consumption, and adequate subsidy of health savings accounts. In the end, implementation shifts the locus of healthcare system control from cost-shifting negotiations between employers, providers, and payers to new-found purchasing power of prospective patients.     

Board 3.0: What the Private‐Equity Governance Model Can Offer Public Companies∗

The authors view board structures as an adaptive institution that responds to the key challenges faced by public companies: helping management solve the problems of production and organization of large‐scale enterprise; limiting managerial agency costs; serving as a delegated monitor of the firm's compliance obligations; and responding to the governance environment of changing shareholder ownership patterns. U.S. company board structures are shown to have evolved over time, often through discontinuous lurches, as particular functions have waxed and waned in importance. This article is part of a larger project that traces two iterations of the public company board, what the authors call Board 1.0 (the “advisory board”) and Board 2.0 (the “monitoring board”). The authors argue in particular that Board 2.0, as embedded in both current practice and regulation, now fails the functional fit test for many companies. First, it does not scale to match the dramatic increase in the size and complexity of many modern public corporations. Second, at a time of reconcentrated ownership achieved through institutional investors and increased activism, it does not have the expertise and commitment needed to resolve the tension between managerial or market myopia, or “short‐termism,” and managerial “hyperopia.” This article holds out an optional alternative, Board 3.0, which would bring to the public company board some strategies used by private equity firms for their portfolio company boards. Such “Portco” boards consist of directors who are “thickly informed,” “heavily resourced,” and “intensely interested.” Bringing such “empowered directors” to public company boards could facilitate evolution of the public company board model in response to dramatic changes in the corporate business environment. The authors also suggest possible routes for implementing Board 3.0, including the enlisting of PE firms as “relational investors” that would have both capacity and incentives to engineer changes in board structure.     

Are Incentives the Bricks or the Building?

The efforts of economists to emphasize the importance of incentives as determinants of organizational performance, while successful to some degree, may have left the mistaken impression that "getting the incentives right" is the only task requiring the attention of senior executives when designing corporate organizations. The author identifies the incentive-intensive companies envisioned by economists as "mercenary organizations" (or MOs), or companies whose distinguishing feature is near-complete reliance on financial rewards and controls. Citing the difficulties of devising an effective incentive system that cannot be gamed (which he calls the organizational equivalent of "an anti-gravity machine"), the article questions whether such organizations are likely to yield superior performance.
As an alternative to paying more attention to incentive design, the author suggests devoting more corporate resources to seeking and attracting individuals with low "monitoring costs." After holding up examples of top executives who appear committed to that search, the author posits a "character-rich" organization (CRO) as an alternative to the MO of the economists.
Then, viewing all companies as occupying points on a continuum with the MO and CRO as its poles, the author argues that all companies combine elements of both kinds of organizations. And perhaps most important, the CEOs of many of the most successful large organizations, without minimizing the importance of incentives, pay even greater attention to the search for trustworthy individuals and the creation of a culture of teamwork and accountability.     

World food markets into the 21st century: commodity risk management policies

Recent concerns about future global food production seem poorly based. The rapid phase of growth in food consumption is over for most of the world's population because of increased incomes and, besides, population growth rates continue to slow. Thus, the rate of growth of food production needed in the future is much lower than it has been for the past 40 years. Production and price instability will continue, perhaps with lessened intensity because of reduced government intervention. With private agricultural interests now facing greater exposure to price and production risks, especially in developing countries, there needs to be greater emphasis on financial market instruments for managing these risks.     

The Effect of CFO Personal Litigation Risk on Firms’ Disclosure and Accounting Choices

In Gantler v. Stephens (2009), the Delaware Supreme Court makes explicit that corporate officers owe the same fiduciary duty to the firm and shareholders as do board members. The decision increased the risk of non‐board‐serving officers being added as named defendants to investor litigation but did not change the risk of corporate litigation. Analyzing the effect of the Gantler ruling on non‐board‐serving CFOs, we find a significant change in their behavior as well as in their firms’ disclosure and accounting choices. Specifically, speech tone during earnings calls of non‐board‐serving CFOs becomes more negative when compared to board‐serving CFOs and the firm's CEO, and non‐board‐serving CFO firms disclose bad news earlier and report more conservatively. Results are stronger for firms incorporated in Delaware. Our findings suggest that CFOs respond to personal litigation risk over and above corporate litigation risk.