dunnettreader + article + disclosure   3

Bernard S. Black - The Core Fiduciary Duties of Outside Directors :: SSRN -:Asia Business Law Review, pp. 3-16, July 2001
This article offers my personal, idiosyncratic overview of the principal fiduciary duties of outside directors, from a common law perspective, and what the remedies should be for breach of each of these duties. I discuss the four core fiduciary duties of directors: the duty of loyalty; the duty of care; the duty of disclosure; and the duty of special care when your company is a takeover target. -- Number of Pages in PDF File: 36 -- saved to briefcase
article  SSRN  corporate_law  corporate_governance  fiduciaries  duties-legal  duty_of_loyalty  duty_of_care  disclosure  conflict_of_interest  corporate_control_markets 
july 2015 by dunnettreader
Beiting Cheng, Ioannis Ioannou, George Serafeim - Corporate Social Responsibility and Access to Finance - May 19, 2011 | Strategic Management Journal, 35 (1): 1-23. :: SSRN
Beiting Cheng, Harvard University - Harvard Business School -- Ioannis Ioannou, London Business School -- George Serafeim, Harvard University - Harvard Business School **--** In this paper, we investigate whether superior performance on corporate social responsibility (CSR) strategies leads to better access to finance. We hypothesize that better access to finance can be attributed to a) reduced agency costs due to enhanced stakeholder engagement and b) reduced informational asymmetry due to increased transparency. Using a large cross-section of firms, we find that firms with better CSR performance face significantly lower capital constraints. Moreover, we provide evidence that both of the hypothesized mechanisms, better stakeholder engagement and transparency around CSR performance, are important in reducing capital constraints. The results are further confirmed using several alternative measures of capital constraints, a paired analysis based on a ratings shock to CSR performance, an instrumental variables and also a simultaneous equations approach. Finally, we show that the relation is driven by both the social and the environmental dimension of CSR. -- Pages in PDF File: 43 -- Keywords: corporate social responsibility, sustainability, capital constraints, ESG (environmental, social, governance) performance -- didn't download
article  SSRN  business_practices  business-norms  corporate_finance  corporate_governance  shareholder_value  CSR  environment  sustainability  accounting  accountability  firms-theory  firms-structure  information-asymmetric  disclosure  finance-cost 
april 2015 by dunnettreader
Lucian A. Bebchuk, Robert J. Jackson - Shining Light on Corporate Political Spending - Georgetown Law Journal, Vol. 101, April 2013, pp. 923-967 :: SSRN (last revised August 2014)
Lucian A. Bebchuk - Harvard Law School; National Bureau of Economic Research (NBER); Centre for Economic Policy Research (CEPR) and European Corporate Governance Institute (ECGI) -- Robert J. Jackson Jr. - Columbia Law School --- The SEC is currently considering a rulemaking petition requesting that the SEC develop rules requiring that public companies disclose their spending on politics. The petition, which was submitted by a committee of ten corporate law professors that we co-chaired, has received unprecedented support, including comment letters from nearly half a million individuals. (...)the petition has also attracted opponents, including prominent members of Congress and business organizations.This Article puts forward a comprehensive, empirically grounded case for the rulemaking advocated in the petition. We present (..) evidence indicating that a substantial amount of corporate spending on politics occurs under investors’ radar screens, and that shareholders have significant interest in receiving information about such spending. We argue that disclosure of corporate political spending is necessary to ensure that such spending is consistent with shareholder interests. We discuss the emergence of voluntary disclosure practices in this area and show why voluntary disclosure is not a substitute for SEC rules. We also provide a framework for the SEC’s design of these rules. Finally, we consider and respond to ten objections that have been raised to disclosure rules of this kind. We show that all of the considered objections, both individually and collectively, provide no basis for opposing rules that would require public companies to disclose their spending on politics. -- downloaded pdf to Note
article  SSRN  US_government  administrative_law  administrative_agencies  financial_system  SEC  disclosure  corporate_law  corporate_governance  corporate_finance  corporate_citizenship  campaign_finance  capital_markets  investors  political_participation  lobbying  downloaded  EF-add 
november 2014 by dunnettreader

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