Regulation of Corporate Governance: Will it Improve Corporate Performance?

In 1995, the New South Wales Court of Appeal handed down a significant judgment on directors' duties in Daniels v Anderson¹ (the AWA case), following the landmark decision of Rogers CJ (Comm. D.)². In the same year, the Australian Stock Exchange introduced a listing rule under which listed Australian companies will for the first time be required to disclose their corporate governance practices. This article places the important decision in AWA and the ASX's corporate governance rule in the context of recent research in the United States on whether there is a link between corporate governance and corporate performance.     

Corporate social responsibility in the European Communities — The Scandinavian viewpoint

Two of the Scandinavian countries, Sweden and Finland have recently joined the European Communities. Together with a third Scandinavian country, Denmark, which joined the Communities two decades ago it seems likely that Scandinavian views and attitudes will make a great impact on the future work of the European Communities — including the on-going harmonisation in the field of corporate social responsibility.This article provides an examination of the Scandinavian view on the five best known models for achieving corporate social responsibility and it shows the likely impact of the admittance of the Scandinavian countries on the future work in the European Communities with regard to corporate social responsibility.The article concludes that the most likely impact of the increased Scandinavian participation in the European Communities is that the regulation and enforcement model is given significantly increased support and that the non-shareholder interest representation model is given increased support at least with regard to employee representation.Mr. Broberg is a research scholar in the Faculty of Law of the University of Copenhagen.     

Econometric Cost Structure Estimates for Cellular Telephony in the United States

This article estimates economies of scale for a sample of five cellular telephony firms in the United States. We reject constant returns to scale for all but the smallest firm studied; the remaining firms exhibit decreasing returns to scale. This finding suggests that scale economies cannot be used to justify the current regulated duopoly structure of United States cellular markets.     

The 1986 U.K. Insolvency and Company Directors' Disqualification Acts: An evaluation of their impacts upon small firm financing decisions

This paper examines the potential impact of the 1986 U.K. Insolvency and Company Directors' Disqualification Acts on small firm financing decisions. With the aid of a simplified Black and Scholes (1973) option model of financing decisions, the paper illustrates how the 1986 legislation reduces the incentives for owner-managers to gamble with creditor claims, particularly in situations of financial distress, by making them personally liable for unmet claims and/or by disqualifying them from holding office for a fixed period. For instance, example 3 in the paper shows the conflict that could result from the owner-manager reducing his/her opening equity position and it further argues how the legislation should act to alleviate the situation. It remains, however, an empirical question as to whether this reduction in creditors' exposure to the risk of uncompensated wealth transfers will ultimately result in a significantly greater number of company liquidations and disqualifications, particularly during a prolonged economic downturn, or an improved/less costly supply of finance to small firms.     

LESSONS FROM A MIDDLE MARKET LBO: THE CASE OF O.M. SCOTT

In 1986 The O.M. Scott & Sons Company, the largest producer of lawn care products in the U.S., was sold by the ITT Corporation in a divisional leveraged buyout. The company was founded in Marysville, Ohio in 1870 by Orlando McLean Scott to sell farm crop seed. In 1900, the company began to sell weedfree lawn seed through the mail. In the 1920s, the company introduced the first home lawn fertilizer, the first lawn spreader, and the first patented bluegrass seed. Today, Scott is the acknowledged leader in the “do-it-yourself” lawn care market, with sales of over $300 million and over 1500 employees. Scott remained closely held until 1971, when it was purchased by ITT. The company then became a part of the consumer products division of the huge conglomerate, and operated as a wholly-owned subsidiary for 14 years. In 1984, prompted by a decline in financial performance and rumors of takeover and liquidation, ITT began a series of divestitures. Over the next two years, total divestitures exceeded $2 billion and, after years of substandard performance, ITT's stock price significantly outperformed the market. On November 26, 1986, in the midst of this divestiture activity, ITT announced that the managers of Scott, along with Clayton & Dubilier (C & D), a private firm specializing in leveraged buyouts, had agreed to purchase the stock of Scott and another ITT subsidiary, the W. Atlee Burpee Company. The deal closed on December 30. Clayton & Dubilier raised roughly $211 million to finance the purchase of the two companies. Of that $211 million, almost $191 milion, or 91% of the total, was debt: bank loans, subordinated notes, and subordinated debentures. The $20 million of new equity was distributed as follows: roughly 62% of the shares were held by a C & D partnership, 21% by Scott's new subordinated debtholders, and 17.5% by Scott management and employees. After this radical change in financial structure and concentration of equity ownership, Scott's operating performance improved dramatically. Between the end of December 1986 and the end of September 1988, sales were up 25% and earnings before interest and taxes (EBIT) increased by 56%. As shown in Table 1, this increase in operating earnings was not achieved by cutting back on marketing and distribution or R & D. In fact, spending on marketing and distribution increased by 21% and R & D spending went up by 7%. Capital spending also increased by 23%.     

Information technology developments and implications for national policies

A review is made of the global status of information technology (IT) development and new opportunities identified for government IT policies. Despite operational problems, IT innovations continue apace. Poor human-computer interaction, user friendliness and lack of standardization are all key issues which must be addressed. Globalization trends, east-west politicomilitary changes and third world development, all have implications for government IT policies over the coming decade—and the right directions must be pursued now to derive real benefits from IT and move towards a true information economy.