dunnettreader + corporate_governance   109

David Ciepley - Beyond Public and Private: Toward a Political Theory of the Corporation (2013) | American Political Science Review on JSTOR
This article challenges the liberal, contractual theory of the corporation and argues for replacing it with a political theory of the corporation. Corporations are government-like in their powers, and government grants them both their external "personhood" and their internal governing authority. They are thus not simply private. Yet they are privately organized and financed and therefore not simply public. Corporations transgress all the basic dichotomies that structure liberal treatments of law, economics, and politics: public/private, government/market, privilege/equality, and status/contract. They are "franchise governments" that cannot be satisfactorily assimilated to liberalism. The liberal effort to assimilate them, treating them as contractually constituted associations of private property owners, endows them with rights they ought not have, exacerbates their irresponsibility, and compromises their principal public benefit of generating long-term growth. Instead, corporations need to be placed in a distinct category—neither public nor private, but "corporate"—to be regulated by distinct rules and norms. - downloaded via iphone to dbox
organizations  institutional_economics  corporations  corporate_citizenship  markets-dependence_on_government  article  corporate_control  institutions  management  public-private_gaps  bibliography  social_contract  liberalism  jstor  property_rights  downloaded  corporate_law  political_theory  managerialism  corporate_governance  corporate_personhood  firms-organization  property 
july 2017 by dunnettreader
Admati et al - The Leverage Ratchet Effect (WP 2016) | Stanford Graduate School of Business
The Leverage Ratchet Effect
By Anat R. Admati, Peter M. DeMarzo, Martin F. Hellwig, Paul Pfleiderer
October 11,2016Working Paper No. 3029
Economics, Corporate Governance
Firms’ inability to commit to future funding choices has profound consequences for capital structure dynamics. With debt in place, shareholders pervasively resist leverage reductions no matter how much such reductions may enhance firm value. Shareholders would instead choose to increase leverage even if debt levels are already high and new debt must be junior to existing debt. These asymmetric forces in leverage adjustments, which we call the leverage ratchet effect, cause equilibrium leverage outcomes to be history-dependent. When forced to reduce leverage, shareholders are biased toward selling assets relative to potentially more efficient alternatives such as pure recapitalizations.

Keywordscapital structure, leverage, agency costs of debt, dynamic capital structure, tradeoff theory of capital structure, capital regulation, bank equity, debt overhang, under-investment, recapitalization, deleveraging, bankruptcy costs
finance_capital  equity-corporate  downloaded  capital_markets  debt-seniority  debt-restructuring  corporate_governance  recapitalization  risk_capital  debt-overhang  leverage  equity  equity_markets  corporate_finance  debt 
april 2017 by dunnettreader
José Azar, Martin C. Schmalz, Isabel Tecu - Anti-Competitive Effects of Common Ownership :: SSRN July 5, 2016
José Azar , University of Navarra, IESE Business School
Martin C. Schmalz , University of Michigan, Stephen M. Ross School of Business
Isabel Tecu , Charles River Associates (CRA)
Ross School of Business Paper No. 1235
Many natural competitors are jointly held by a small set of large diversified institutional investors. In the US airline industry, taking common ownership into account implies increases in market concentration that are 10 times larger than what is “presumed likely to enhance market power” by antitrust authorities. We use within-route variation over time to identify a positive effect of common ownership on ticket prices. A panel-IV strategy that exploits BlackRock's acquisition of Barclays Global Investors confirms these results. We conclude that a hidden social cost -- reduced product market competition -- accompanies the private benefits of diversification and good governance. -- Pages 61
Keywords: Competition, Ownership, Diversification, Pricing, Antitrust, Governance, Product Market
Downloaded via iPhone to DBOX
industry_consolidation  corporate_ownership  SSRN  interlocking_holdings  industry_structure  corporate_governance  conflict_of_interest  downloaded  rent-seeking  paper  institutional_investors  capital_markets  anti-competive_behavior  competition  cross-holdings 
august 2016 by dunnettreader
Mike Konczal, J.W. Mason, Amanda Page-Hoongrajok - Ending Short-Termism: An Investment Agenda for Growth - Roosevelt Institute - Nov 2015
The first part of this agenda will directly counter several of the specific trends known to increase short-termism. It will include ideas that are broadly applicable across industries, such as policies to address skyrocketing CEO pay, as well as more targeted solutions. A policy agenda to address corporate short-termism requires a comprehensive approach focused on building countervailing power, which is addressed in the second part of our proposal. The forces that push firms toward shorttermism will persist and find new ways to exert power, but the reforms outlined in this paper embrace wide-scale, long-term changes, such as granting workers power on boards, designed to attract long-term stakeholders. The agenda also includes practical, simple policy changes for regulators.The third part of our agenda contains solutions that point to a new role for the state. Taxes and full employment are two obvious and necessary ways of checking short-termism, and if companies are less interested in investment, government needs to fill in that gap, whether by providing high-speed cable or funding basic research. -- downloaded pdf to Note
US_economy  investment  investors  capital_markets  corporate_finance  corporate_governance  shareholder_value  shareholders  short-termism  financial_system  equity_markets  capital_formation  capital_allocation  executive_compensation  debt  buybacks  tax_policy  Labor_markets  labor_share  unions  investment-government  downloaded 
november 2015 by dunnettreader
J.W. Mason - Understanding Short-Termism: Questions and Consequences - Roosevelt Institute - Nov 2015
addresses the most common objections to the idea that short-termism is a serious problem for the US economy. These objections fall into 3 broad categories: short-termism is not real (because of an apparent increase in business investment), short-termism is not harmful (because increased payouts allocate capital more efficiently), and short-termism is not our problem (because shareholders alone should determine what to do with a corporation’s surplus funds). J.W. Mason provides answers to 12 common questions about short-termism and shareholder payouts. Questions 1 and 2 reflect the first objection, Questions 3 through 7 reflect the second objection, and questions 8 through 12 reflect the third objection. Drawing on the best available data, he concludes that none of these objections hold up under scrutiny.This report is part of the Roosevelt Institute’s comprehensive Rewriting the Rules agenda, which aims to level the playing field and grow the economy. A companion report, “Ending Short-Termism,” develops a policy agenda to respond to this challenge -- downloaded pdf to Note
US_economy  investment  investors  capital_markets  corporate_finance  corporate_governance  shareholder_value  shareholders  short-termism  financial_system  equity_markets  capital_formation  capital_allocation  executive_compensation  debt  buybacks  tax_policy  downloaded 
november 2015 by dunnettreader
Emily Erikson : Between Monopoly and Free Trade: The English East India Company, 1600–1757 | Princeton University Press
The EIF was one of the most powerful and enduring organizations in history. "Between Monopoly and Free Trade" locates the source of that success in the innovative policy by which the Court of Directors granted employees the right to pursue their own commercial interests while in the firm’s employ. Exploring trade network dynamics, decision-making processes, and ports and organizational context, Emily Erikson demonstrates why the EIC was a dominant force in the expansion of trade between Europe and Asia, and she sheds light on the related problems of why England experienced rapid economic development and how the relationship between Europe and Asia shifted in the 18thC and 19thC.(..) Building on the organizational infrastructure of the Company and the sophisticated commercial institutions of the markets of the East, employees constructed a cohesive internal network of peer communications that directed English trading ships during their voyages. This network integrated Company operations, encouraged innovation, and increased the Company’s flexibility, adaptability, and responsiveness to local circumstance. -- assistant professor in the department of sociology and the school of management (by courtesy) at Yale University, as well as a member of the Council of South Asian Studies. -- excerpt Chapter 1 downloaded pdf to Note
books  kindle-available  buy  economic_history  business_history  17thC  18thC  19thC  British_history  British_Empire  British_foreign_policy  colonialism  imperialism  networks-business  networks-political  networks-information  networks-social  India  Indian_Ocean  Central_Asia  Chinese_history  China-international_relations  monopolies  trading_companies  trading_privileges  VOC  East_India_Company  trade  trade_finance  shipping  ports  British_Navy  business-and-politics  business_practices  business_influence  business-norms  nabobs  MPs  Board_of_Trade  Parliament  entrepreneurs  organizations  firms-structure  firms-organization  consumer_revolution  exports  Navigation_Acts  Anglo-Dutch_wars  French_foreign_policy  competition-interstate  risk-mitigation  risk_management  corporate_governance  corporate_citizenship  downloaded 
july 2015 by dunnettreader
Financial Market Trends - OECD Journal - Home page | OECD
‌The articles in Financial Market Trends focus on trends and prospects in the international and major domestic financial markets and structural issues and developments in financial markets and the financial sector. This includes financial market regulation, bond markets and public debt management, insurance and private pensions, as well as financial statistics. -- links to the contents of each issue of the journal
journal  website  paper  financial_system  global_economy  global_system  financial_regulation  financial_crisis  capital_markets  risk-systemic  international_finance  banking  NBFI  insurance  markets-structure  risk_assessment  risk_management  sovereign_debt  corporate_finance  corporate_governance  institutional_investors  pensions  consumer_protection  equity-corporate  equity_markets  debt  debt-overhang  leverage  capital_flows  capital_adequacy  financial_economics  financial_innovation  financial_system-government_back-stop  bailouts  too-big-to-fail  cross-border  regulation-harmonization  regulation-costs  statistics 
july 2015 by dunnettreader
The Influence of Stock Market Listing on Human Resource Management: Evidence for France and Britain by Neil Conway, Simon Deakin, Suzanne J. Konzelmann, Héloïse Petit, Antoine Reberioux, Frank Wilkinson :: SSRN - British Journal of Industrial Relations,
Neil Conway, Birkbeck College -- Simon Deakin, Cambridge - Centre for Business Research; European Corporate Governance Institute; Cambridge - Faculty of Law -- Suzanne J. Konzelmann, Birkbeck College - Social Sciences, School of Management and Organizational Psychology; Cambridge - Social and Political Sciences -- Héloïse Petit -- Antoine Reberioux, Université Paris VII Denis Diderot; University Antilles Guyane - Law and Economics -' Frank Wilkinson, Birkbeck College -- We use data from the Relations Professionnelles et Négociations d'Entreprise survey of 2004 and the Workplace Employment Relations Survey of 2004 to analyse how far approaches to human resource management differ according to whether an establishment is part of a company with a stock exchange listing. In both countries we find that listing is positively associated with teamworking and performance-related pay, while in France, but not in Britain, it is also linked to worker autonomy and training. Our findings are inconsistent with the claim that shareholder pressure operates as a constraint on the adoption of high-performance workplace practices. The pattern is similar in the two countries, but with a slightly stronger tendency for listing to be associated with high-performance workplace practices in France. -- PDF File: 43 -- paywall but a working paper version on SSRN -- didn't download
article  SSRN  UK_economy  France  business_practices  labor  workforce  corporate_governance  corporate_finance  capital_markets 
july 2015 by dunnettreader
Suzanne J. Konzelmann, Marc Fovargue-Davies - Anglo-Saxon Capitalism in Crisis? Models of Liberal Capitalism and the Preconditions for Financial Stability :: SSRN (rev'd September 2011) Cambridge Centre for Business Research Working Paper No. 422
Suzanne J. Konzelmann, Birkbeck College - Social Sciences, School of Management and Organizational Psychology; Cambridge - Social and Political Sciences -- Marc Fovargue-Davies, U of London - The London Centre for Corporate Governance & Ethics -- The return to economic liberalism in the Anglo-Saxon world was motivated by the apparent failure of Keynesian economic management to control the stagflation of the 1970s and early 1980s. In this context, the theories of economic liberalism, championed by Friederich von Hayek, Milton Friedman and the Chicago School economists, provided an alternative. However, the divergent experience of the US, UK, Canada and Australia reveals two distinct ‘varieties’ of economic liberalism: the ‘neo-classical’ incarnation, which describes American and British liberal capitalism, and the more ‘balanced’ economic liberalism that evolved in Canada and Australia. In large part, these were a product of the way that liberal economic theory was understood and translated into policy, which in turn shaped the evolving relationship between the state and the private sector and the relative position of the financial sector within the broader economic system. Together, these determined the nature and extent of financial market regulation and the system’s relative stability during the 2008 crisis. -- PDF File: 61 -- Keywords: Corporate governance, Regulation, Financial market instability, Liberal capitalism, Varieties of capitalism -- downloaded pdf to Note
paper  SSRN  economic_history  20thC  21stC  post-WWII  post-Cold_War  US_politics  UK_politics  political_economy  political_culture  ideology  neoliberalism  economic_theory  economic_sociology  business_practices  business-and-politics  business-norms  business_influence  Keynesianism  neoclassical_economics  Austrian_economics  Chicago_School  capitalism-systemic_crisis  capitalism-varieties  corporate_governance  corporate_finance  capital_markets  capital_as_power  financialization  finance_capital  financial_regulation  Great_Recession  financial_crisis  policymaking  trickle-down  Canada  Australia  downloaded 
july 2015 by dunnettreader
Leo E. Strine - A Job Is Not a Hobby: The Judicial Revival of Corporate Paternalism and Its Problematic Implications :: SSRN - Journal of Corporation Law, 2015, Forthcoming (rev'd March 2015)
Supreme Court of Delaware; Harvard Law School; University of Pennsylvania Law School -- This article connects the Supreme Court’s decision in Burwell v. Hobby Lobby to the history of “corporate paternalism.” It details the history of employer efforts to restrict the freedom of employees, and legislative attempts to ensure worker freedom. It also highlights the role of employment in healthcare coverage, and situates the Affordable Care Act’s “minimum essential guarantees” in a historical and global context. The article also discusses how Hobby Lobby combines with the Supreme Court’s earlier decisions in Citizens United and National Federation of Independent Business v. Sebelius to constrain the government’s ability to extend the social safety net, and shows how those decisions put pressure on corporate law itself. -- Note: The article was the subject of lectures to the Securities Regulation Institute of Northwestern University School of Law and the American Constitution Society Student Chapter at Harvard Law School. -- PDF File: 76 -- Keywords: Hobby Lobby; corporate law; corporate paternalism -- right on Leo! -- downloaded pdf to Note
article  SSRN  US_constitution  US_legal_system  corporate_law  corporate_citizenship  corporate_governance  shareholders  freedom_of_conscience  SCOTUS  labor  labor_standards  employers  employee_benefits  welfare_economics  welfare_state  health_care  campaign_finance  downloaded 
july 2015 by dunnettreader
Leo E. Strine - The Dangers of Denial: The Need for a Clear-Eyed Understanding of the Power and Accountability Structure Established by the Delaware Law :: SSRN Wake Forest Law Review, 2015, Forthcoming (March 20, 2015)
Supreme Court of Delaware; Harvard Law School; Penn Law School -- There is now a tendency among those who believe that corporations should be more socially responsible to pretend that corporate directors do not have an obligation under Delaware corporate law to make stockholder welfare the sole end of corporate governance within the limits of their legal discretion. These advocates of CSR contend that Delaware directors may subordinate stockholder welfare to other interests, such as those of the company’s workers or society generally. (..) But, the problem with that argument is that it is inconsistent with both judge-made common law of corporations in Delaware and the design of the Delaware General Corporation Law. More important, pretending that the nation’s leading corporate law is fundamentally different than it is runs contrary to the goal of ensuring that for-profit corporations behave lawfully, responsibly, and ethically. Lecturing others to do the right thing without acknowledging the rules that apply to their behavior and the power dynamics to which they are subject is not a responsible path to social progress. Rather, it provides an excuse to avoid tougher policy challenges, such as advocating for stronger externality regulation and encouraging institutional investors to exercise their power as stockholders responsibly. Those challenges must be confronted if we are to ensure that for-profit corporations are vehicles for responsible, sustainable, long-term wealth creation. -- PDF File: 43 -- downloaded pdf to Note
US_legal_system  US_politics  corporate_law  corporate_citizenship  corporate_governance  shareholder_value  profit_maximization  principal-agent  fiduciaries  law-and-economics  CSR  capital_as_power  duties-legal  duties-civic  duty_of_care  duty_of_loyalty  Delaware_law  downloaded 
july 2015 by dunnettreader
Reinier Kraakman, Bernard S. Black - A Self Enforcing Model of Corporate Law :: SSRN - Harvard Law Review, vol. 109, pp. 1911-1982, 1996
This paper develops a "self-enforcing" approach to drafting corporate law for emerging capitalist economies, based on a case study: a model statute that we helped to develop for the Russian Federation, which formed the basis for the recently adopted Russian law on joint-stock companies. The paper describes the contextual features of emerging economies that make importing statutes from developed countries inappropriate, including the prevalence of controlled companies and the weakness of institutional, market, cultural, and legal constraints. Against this backdrop, we argue that the best legal strategy for protecting outside investors in emerging economies while simultaneously preserving the discretion of companies to invest is a self-enforcing model of corporate law. The self-enforcing model structures decisionmaking processes to allow large outside shareholders to protect themselves from insider opportunism with minimal resort to legal authority, including the courts. Among the examples of self-regulatory statutory provisions are a mandatory cumulative voting rule for the selection of directors, which assures that minority blockholders in controlled companies have board representation, and dual shareholder- and board-level approval procedures for self-interested transactions. The paper also examines how one can induce voluntary compliance and structure remedies in emerging economies, as well as the implications of the self-enforcing model for the ongoing debate over the efficiency of corporate law in developed economies. -- PDF File: 73 -- downloaded pdf to Note
article  SSRN  corporate_law  corporate_governance  investor_protection  investors  capital_markets  emerging_markets  transition_economies  Russia  privatization  downloaded 
july 2015 by dunnettreader
Bernard S. Black, Reinier Kraakman, Anna Tarassova - Russian Privatization and Corporate Governance: What Went Wrong? :: SSRN - Stanford Law Review, Vol. 52, pp. 1731-1808, 2000
Bernard S. Black, Northwestern School of Law & Kellogg School of Management; European Corporate Governance Institute (ECGI); Reinier Kraakman, Harvard Law School, ECGI; Anna Tarassova, U of Maryland, Center on Institutional Reform and the Informal Sector (IRIS) -- In Russia and elsewhere, proponents of rapid, mass privatization of state-owned enterprises (ourselves among them) hoped that the profit incentives unleashed by privatization would soon revive faltering, centrally planned economies. The revival didn't happen. We offer here some partial explanations. First, rapid mass privatization is likely to lead to massive self-dealing by managers and controlling shareholders unless (implausibly in the initial transition from central planning to markets) a country has a good infrastructure for controlling self-dealing. Russia accelerated the self-dealing process by selling control of its largest enterprises cheaply to crooks, who transferred their skimming talents to the enterprises they acquired, and used their wealth to further corrupt the government and block reforms that might constrain their actions. Second, profit incentives to restructure privatized businesses and create new ones can be swamped by the burden on business imposed by a combination of (among other things) a punitive tax system, official corruption, organized crime, and an unfriendly bureaucracy. Third, while self-dealing will still occur (though perhaps to a lesser extent) if state enterprises aren't privatized, since self-dealing accompanies privatization, it politically discredits privatization as a reform strategy and can undercut longer-term reforms. A principal lesson: developing the institutions to control self-dealing is central to successful privatization of large firms. -- PDF File: 79 -- downloaded pdf to Note
article  SSRN  Russia  privatization  Russian_economy  corporate_governance  corporate_law  corporate_finance  corporate_control  corruption  asset_stripping  downloaded 
july 2015 by dunnettreader
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
La Porta et al -- Investor Protection and Corporate Governance by :: SSRN 2000
Rafael La Porta, Florencio Lopez de Silanes, Andrei Shleifer, Robert W. Vishny -- Recent research on corporate governance has documented large differences between countries in ownership concentration in publicly traded firms, in the breadth and depth of financial markets, and in the access of firms to external finance. We suggest that there is a common element to the explanations of these differences, namely how well investors, both shareholders and creditors, are protected by law from expropriation by the managers and controlling shareholders of firms. We describe the differences in laws and the effectiveness of their enforcement across countries, summarize the consequences of these differences, and suggest potential strategies of reform of corporate governance. We argue that the legal approach is a more fruitful way to understand corporate governance and its reform than the conventional distinction between bank-centered and market-centered financial systems. -- PDF File: 40 -- saved to briefcase
paper  SSRN  corporate_law  corporate_governance  fiduciaries  investor_protection  corporate_ownership  shareholders  capital_markets  banking-universal 
july 2015 by dunnettreader
JW Mason - OECD: Activist Shareholders Are Bad for Investment | Slackwire June 2015
The OECD has just released its new Business and Finance Outlook for 2015. A lot of interesting stuff there. We’ll want to take a closer look at the discussion… Focuses on chapter of report
Instapaper  report  OECD  OECD_economies  investors  corporate_governance  corporate_finance  hedge_funds  investment  asset_prices  asset_stripping  short-termism  from instapaper
july 2015 by dunnettreader
Frederick Tung -Leverage in the Board Room: The Unsung Influence of Private Lenders in Corporate Governance:: SSRN - UCLA Law Review, Vol. 57, 2009 (rev'd 2012)
Boston University School of Law --:The influence of banks and other private lenders pervades public companies. From the first day of a lending arrangement, loan covenants and built-in contingency provisions affect managerial decision making. Conventional corporate governance analysis has been slow to notice or account for this lender influence. Corporate governance discourse has traditionally focused only on corporate law arrangements. The few existing accounts of creditors' influence over firm managers emphasize the drastic actions creditors take in extreme cases - when a firm is in serious trouble - but in fact, private lender influence is a routine feature of corporate governance even absent financial distress. (..) I explain the regularity of lender influence on managerial decision making - "lender governance" - comparing this routine influence to conventional governance arrangements and boards of directors in particular. I show that the extent of private lender influence rivals that of conventional governance mechanisms, and I discuss the doctrinal and policy implications of this unsung influence. Accounting for lender governance requires a new examination of corporate fiduciary duties, debtor-creditor laws, and the regulatory reform proposals that have emerged to address the current financial crisis. I also discuss the implications of private lender influence for future corporate governance research. -- PDF File: 69 -- lender governance, corporate governance, covenants, credit agreement, private lender, private debt, creditor, financial regulation, financial crisis -- saved to briefcase
article  SSRN  corporate_finance  corporate_governance  creditors  banking  relationship_lending  financial_regulation  corporate_law  capital_markets  commercial_law  debtors  debtor-creditor  debt-restructuring  financial_crisis  finance_capital  corporate_control 
july 2015 by dunnettreader
Lyman Johnson, David Millon - Recalling Why Corporate Officers are Fiduciaries :: SSRN - William & Mary Law Review, Vol. 46, 2005
Lyman Johnson, Washington and Lee U Law School; U of St. Thomas, St. Paul/Minneapolis, MN - School of Law -- David Millon,Washington and Lee U Law School -- For all the recent federal attention to ...corporate officer and director functions, ... state fiduciary duty law makes no distinction between the fiduciary duties of these two groups. (..) The thesis of this article is that corporate officers are fiduciaries because they are agents. (..) drawing on the fiduciary duties of agents for guidance in fashioning modern understandings of corporate officer duties - and differentiating those duties from those of directors - can provide much-needed structure to what otherwise threatens to be an ad hoc enterprise. There are at least 3 benefits of our thesis. (1) state law remains the primary source for establishing the basic framework of corporate governance relations, both through corporate statutes and through judge-made fiduciary duty law. (..) (2) our thesis clarifies immensely why courts can and should more closely scrutinize officer conduct than they now review director performance (..). (3) At a theoretical level, ...our thesis has several implications. (..) we are entering an era when, due to heavier corporate regulation, the entity conception of the firm will be strengthened, as positive law, including agency law, still builds on that understanding of corporate relations. This period follows a span of perhaps 20 years when a highly disaggregated conception of corporate relations - the nexus of contracts theory - has predominated. We also believe that in the policy arguments for and against strong fiduciary duties over the years, virtually no attention has been given to distinguishing whether what is fitting for outside directors in the fiduciary duty area - relatively slack duties - is also fitting for corporate officers. -- saved to briefcase
article  SSRN  corporate_law  financial_regulation  capital_markets  fiduciaries  principal-agent  agents  duties-legal  officers-&-directors  corporate_governance  shareholders  investors  state_law  federalism  federal_preemption  SEC  SROs  corporate_personhood  directors  duty_of_care  duty_of_loyalty  conflict_of_interest  legal_remedies  law-and-economics  law-and-finance 
july 2015 by dunnettreader
The Misrepresentation of Earnings by Ilia D. Dichev, John R. Graham, Campbell R. Harvey, Shivaram Rajgopal :: SSRN June 2, 2015
Ilia D. Dichev, Emory University - Goizueta Business School -- John R. Graham, Duke University; NBER -- Campbell R. Harvey, Duke University - Fuqua School of Business; NBER -- Shivaram Rajgopal, Emory University - Goizueta Business School -- We ask nearly 400 CFOs about the definition and drivers of earnings quality, with a special emphasis on the prevalence and detection of earnings misrepresentation. CFOs believe that the hallmarks of earnings quality are sustainability, absence of one-time items, and backing by actual cash flows. Earnings quality is determined in about equal measure by controllable factors like internal controls and corporate governance, and non-controllable factors like industry membership and macroeconomic conditions. On earnings misrepresentation, CFOs believe that in any given period a remarkable 20% of firms intentionally distort earnings, even though they are adhering to generally accepted accounting principles. The economic magnitude of the misrepresentation is large, averaging about 10% of reported earnings. While most misrepresentation involves earnings overstatement, interestingly, one third of the firms that are misrepresenting performance are low-balling their earnings or reversing a prior intentional overstatement. Finally, CFOs provide a list of red flags that can be used to detect earnings misrepresentation. --"PDF File: 23 -- saved to briefcase
paper  SSRN  financial_system  financial_regulation  capital_markets  disclosure  accounting  GAAP  corporate_governance  corporate_citizenship  business_practices  business-norms  business-ethics  market_manipulation  markets-psychology  profits  investors  investor_protection  incentives-distortions 
july 2015 by dunnettreader
Lyman Johnson, David Millon - Corporate Law after Hobby Lobby :: SSRN (rev'd Jan 2015) THE BUSINESS LAWYER, Vol 70 - November 2014
Lyman Johnson, Washington and Lee University - School of Law; University of St. Thomas, St. Paul/Minneapolis, MN - School of Law -- David Millon
Washington and Lee University - School of Law -- We evaluate the U.S. Supreme Court's controversial decision in the Hobby Lobby case from the perspective of state corporate law. We argue that the Court is correct in holding that corporate law does not mandate that business corporations limit themselves to pursuit of profit. Rather, state law allows incorporation 'for any lawful purpose.' We elaborate on this important point and also explain what it means for a corporation to 'exercise religion.' In addition, we address the larger implications of the Court's analysis for an accurate understanding both of state law's essentially agnostic stance on the question of corporate purpose and also of the broad scope of managerial discretion. -- PDF File: 33 -- Keywords: Corporate purpose, Corporate personhood, Shareholder wealth maximization, Shareholder primacy, Corporate social responsibility -- downloaded pdf to Note
article  SSRN  corporate_law  corporate_citizenship  corporate_governance  shareholders  freedom_of_conscience  SCOTUS  civil_liberties  corporate_control  corporate_personhood  limited_liability  corporations-closely-held  corporations  CSR  shareholder_value  shareholder_voting  profit_maximization  law-and-economics  labor_law  employee_benefits  power-asymmetric  capital_as_power  constitutional_law  downloaded 
july 2015 by dunnettreader
Edward B. Rock - Institutional Investors in Corporate Governance (Jan 2015) :: SSRN - Oxford Handbook on Corporate Law and Governance, 2015, Forthcoming
Penn Law School -- chapter examines the role of institutional investors in corporate governance and the role of regulation in encouraging institutional investors to become active stewards. (..) what lessons we can draw from the US experience for the EU’s 2014 proposed amendments to the Shareholder Rights Directive.(...) survey how institutional investors themselves are governed and how they organize share voting. (...) 2 central questions: (a) why, over the last 25 years, have institutional investors not fulfilled the optimists’ hopes?; and (b) can the core incentive problems that subvert Institutional Investor activism be cured by regulation? The US experience [substantial deregulation led to only modest increases in shareholder activism], suggests (..) institutional investors’ relative passivity is a fundamental lack of incentives. I examine the disappointing results of the SEC’s long experiment with incentivizing mutual funds to vote their shares (...) the EU efforts are likely to be similarly disappointing. I then examine the important role that hedge funds now play in catalyzing institutional shareholders, and consider some of the risks in relying on such highly incentivized actors. -- PDF File: 26 -- saved to briefcase
chapter  books  SSRN  law-and-economics  behavioral_economics  financial_economics  financial_regulation  corporate_governance  corporate_law  corporate_finance  capital_markets  corporate_control_markets  institutional_investors  shareholders  shareholder_voting  mutual_funds  incentives  activist_investors  investors  hedge_funds  proxies  comparative_law  administrative_law  EU-law  regulation-harmonization  regulation-enforcement  fiduciaries  profit_maximization  EU-regulation 
july 2015 by dunnettreader
David Millon - Radical Shareholder Primacy :: SSRN - Aug 2014
Washington and Lee University - School of Law -- University of St. Thomas Law Journal, Vol. 10:4 (2013) -- Washington & Lee Legal Studies Paper No. 2014-17 -- written for a symposium on the history of CSR, seeks to make sense of the surprising disagreement on the foundational legal question of corporate purpose: does the law require shareholder primacy or not? (..) disagreement is due to the unappreciated ambiguity in the shareholder primacy idea. (.. ) 2 models, the 'radical' and the 'traditional.' Radical shareholder primacy originated at Chicago in the later 1970s, (Daniel Fischel and Frank Easterbrook). [It asserts] that corporate management is the agent of the shareholders, charged with maximizing their wealth. There is no legal authority for this claim; Fischel drew it from the financial economists Michael Jensen and William Meckling, who used the agency idea in a non-legal sense. [The traditional model is] the idea that shareholders hold a privileged position within the corporation's governance structure, ... and (..) fiduciary duties as being owed to 'the corporation and its shareholders.' (..) shareholders enjoy primacy over (..) other stakeholders, although there is no maximization mandate and shareholders [have limited effective legal means] to insist that management privilege their interests. Nevertheless, this version of shareholder primacy is enshrined in the law, and, if the radical version's agency claim is laid to rest, there is no harm in acknowledging that fact. -- PDF File: 34 -- saved to briefcase
paper  SSRN  corporate_law  corporate_citizenship  corporate_governance  shareholder_value  profit_maximization  principal-agent  fiduciaries  law-and-economics  CSR  capital_as_power  status_quo_bias 
july 2015 by dunnettreader
David Millon - The Single Constituency Argument in the Economic Analysis of Business Law :: SSRN - Jan 2007
David Millon, Washington and Lee University - School of Law -- Research in Law and Economics, 2007 -- Washington & Lee Legal Studies Paper No. 2007-01 -- The essay points out an interesting parallel in law-and-economics business law scholarship. Working largely independently of each other, economically oriented scholars working in different areas have argued that the law should focus on the interests of a single constituency - shareholders in corporate law, creditors in bankruptcy law, and consumers in antitrust law. Economic analysts thus have rejected arguments advanced by progressive scholars working in each of these areas that the law should instead concern itself with the full range of constituencies affected by business activity. The law-and-economics single constituency claim rests in part on skepticism about judicial competence but the underlying objection is to the use of law for redistributive purposes. The primary value is efficiency, defined in terms of market-generated outcomes. In this essay, I question this political commitment, suggesting that it implies a strong tendency toward maintenance of the existing distribution of wealth. Even more importantly, the single constituency claim may actually have redistributive implications. In each of these areas of business law, however, it is a regressive program that favors owners of capital against those who are generally less well of, such as workers and small business owners. -- Number of Pages in PDF File: 31 -- saved to briefcase
paper  SSRN  philosophy_of_law  jurisprudence  legal_theory  political_philosophy  political_economy  law-and-economics  conflict_of_interest  principal-agent  profit_maximization  incentives  incentives-distortions  efficiency  shareholder_value  creditors  consumers  consumer_protection  competition  status_quo_bias  capital  inequality-wealth  inequality-opportunity  power-asymmetric  capital_as_power  distribution-income  distribution-wealth  corporate_governance  corporate_law  corporate_citizenship  bankruptcy  antitrust  conservative_legal_challenges 
july 2015 by dunnettreader
Margaret Blair - What must corporate directors do? Maximizing shareholder value versus creating value through team production | Brookings Institution - June 2015
Blair reviews the legal and economic theories behind the share-value maximization norm, and then lays out a theory of corporate law building on the economics of team production. Arguing that the corporate form itself helps solve the team production problem, Blair details five features which distinguish corporations from other organizational forms: 1. Legal personality -- 2. Limited liability -- 3. Transferable shares -- 4. Management under a Board of Directors -- 5. Indefinite existence -- Blair concludes that these five characteristics are all problematic from a principal-agent point of view where shareholders are principals. However, the team production theory makes sense out of these arrangements. This theory provides a rationale for the role of corporate directors consistent with the role that boards of directors historically understood themselves to play: balancing competing interests so the whole organization stays productive. -- downloaded pdf to Note
paper  corporate_governance  corporate_citizenship  business_practices  shareholder_value  hedge_funds  corporate_law  firms-theory  firms-structure  equity-corporate  equity_markets  investors  long-term_orientation  labor_share  cooperation  coordination  teams  downloaded 
june 2015 by dunnettreader
Lucian A. Bebchuk, Alon Brav, Wei Jiang - The Long-Term Effects of Hedge Fund Activism | NBER June 2015
NBER Working Paper No. 21227 -- We test the empirical validity of a claim that has been playing a central role in debates on corporate governance—the claim that interventions by activist hedge funds have a negative effect on the long-term shareholder value and corporate performance. We subject this claim to a comprehensive empirical investigation, examining a long five-year window following activist interventions, and we find that the claim is not supported by the data. We find no evidence that activist interventions, including the investment-limiting and adversarial interventions that are most resisted and criticized, are followed by short-term gains in performance that come at the expense of long-term performance. We also find no evidence that the initial positive stock-price spike accompanying activist interventions tends to be followed by negative abnormal returns in the long term; to the contrary, the evidence is consistent with the initial spike reflecting correctly the intervention’s long-term consequences. Similarly, we find no evidence for pump-and-dump patterns in which the exit of an activist is followed by abnormal long-term negative returns. Our findings have significant implications for ongoing policy debates.
paper  paywall  corporate_governance  hedge_funds  investors  long-term_orientation  equity-corporate  equity_markets 
june 2015 by dunnettreader
Policy Statement - The implementation of ring-fencing: legal structure, governance and the continuity of services and facilities | Bank of England – PS10/15 - May 2015
The Prudential Regulation Authority is required under the Financial Services and Markets Act 2000 (as amended by the Financial Services (Banking Reform) Act 2013) to make policy to implement the ring-fencing of core UK financial services and activities. This policy statement will be of interest to banks which will be required to ring-fence their core activities. This will include banking groups with core deposits greater than £25 billion. It will also be of interest to financial and other institutions and customers who have dealings with ring-fenced bodies. The policy statement provides feedback on the responses received to Consultation Paper 19/14 published in October 2014, and the amendments to the draft rules and supervisory statements included in CP19/14. The policy statement covers three areas: (1) legal structure arrangements of banking groups subject to ring-fencing; (2) governance arrangements of ring-fenced bodies; and (3) arrangements to ensure continuity of services and facilities to ring-fenced bodies. -- plan for effective date in 2019 -- didn't download
public_policy  financial_regulation  Bank_of_England  banking  deposit_insurance  bank_runs  bank_holding_cos  corporate_governance  too-big-to-fail 
may 2015 by dunnettreader
William Lazonick - Stock buybacks: From retain-and reinvest to downsize-and-distribute | Brookings Institution - April 2015
Stock buybacks are an important explanation for both the concentration of income among the richest households and the disappearance of middle-class employment opportunities in the United States over the past three decades. Over this period, corporate resource-allocation at many, if not most, major U.S. business corporations has transitioned from “retain-and-reinvest” to “downsize-and-distribute,” says William Lazonick in a new paper.
paper  US_economy  capital_markets  capitalism  investment  R&D  corporate_governance  corporate_finance  buybacks  shareholder_value  short-termism  incentives-distortions  labor_share  productivity  productivity-labor_share  inequality  wages  unemployment  downloaded 
may 2015 by dunnettreader
Steve Perlstein - Social Capital, Corporate Purpose, and the Revival of American Capitalism | Brookings Institution - January 2014
Since the Great Recession of 2008, corporate profits have more than rebounded, and yet the rest of the American economy has struggled to recover. Widening income inequality and an erosion of social capital and economic trust has deprived capitalism of its moral high ground. The public has lost confidence in big businesses--asking what purpose they serve in society writ large. Pearlstein argues we can begin to restoring the economic and moral legitimacy of American capitalism by reconsidering the purpose of corporations in American life. Despite the current dominance of the theory of “maximizing shareholder value,” this idea has little basis in history or law. Shifting to a more balanced form of capitalism will take time, but some possible steps for reform include: #-# Support investment funds dedicated to long-term horizons, including socially responsible investment funds #-# Recalibrate corporate governance law to allow for more flexible decision making #-# Rebalance capital gains taxes to encourage long-term stock holding by investors #-# Explore regulatory options for financial services, like a financial transaction tax to dampen the influence of short-term trading #-# Encourage a wider range of corporate metrics beyond quarterly earnings guidance #-# Reform shareholder voting rights to foster a sense of stewardship -- didn't download it -- Brookings also has video of Perlstein in Charlie Rose
paper  video  corporate_governance  corporate_citizenship  business_practices  corporate_finance  corporate_law  corporate_tax  financial_crisis  investors  institutional_investors  shareholder_value  capital_markets  shareholder_voting  capital_gains  financial_transaction_tax  short-termism  capitalism  capitalism-systemic_crisis 
may 2015 by dunnettreader
Bill Galston and Elaine Karmack - Overcoming corporate short-termism: Blackrock's chairman weighs in | Brookings Institution - April 2015
hen the head of the world’s largest investment fund raises fundamental questions about U.S. corporations, we should all pay attention.

In a letter earlier this week to the Fortune 500 CEOs, BlackRock Chairman Larry Fink criticized the short-term orientation that he believes shapes too much of today’s corporate behavior. “It concerns us,” he declared, that “in the wake of the financial crisis, many companies have shied away from investing in the future growth of their companies. Too many have cut capital expenditure and even increased debt to boost dividends and increase share buybacks.” And he concluded, “When done for the wrong reasons and at the expense of capital investment, [returning cash to shareholders] can jeopardize a company’s ability to generate sustainable long-term returns.”
institutional_investors  corporate_governance  corporate_citizenship  corporate_finance  CSR  short-termism  capital_markets  shareholder_value  capital_gains  investment  R&D  buybacks 
may 2015 by dunnettreader
Andrew C.W. Lund and Gregg D. Polsky - Report: Can Executive Compensation Reform Cure Short-Termism? | Brookings Institution - March 2013
There is an increasingly pervasive view among corporate governance observers that senior managers are too focused on short-term results at the expense of long-term interests. Concerns about “short-termism” have been expressed within the financial industry context and outside of it, but because of the recent financial crisis, much of the discussion has been directed at financial institutions. To combat short-termism, several commentators have advocated executive compensation reform to encourage senior managers to adopt a longer-term perspective. Yet these reforms will likely prove ineffective because of other significant pressures on managers to maintain current stock prices. -- Paper highlights include: #-# A general overview short-termism and the causes and effect of overweighing short-term results relative to long-term consequences when making decisions. #-# Proposals to redesign compensation structures to combat short-termism. #-# Questioning the effectiveness of compensation proposals. #-# A look at the new corporate governance world. #-# An examination of changes to senior management job security. #-# Policy proposals for better options to mitigate short-termism. -- didn't download it
paper  corporate_governance  executive_compensation  capital_markets  incentives-distortions  short-termism  firms-organization  management  managerialism 
may 2015 by dunnettreader
Kathleen Perkins Miller, George Serafeim - Chief Sustainability Officers: Who Are They and What Do They Do? (revised September 2014) :: SSRN
Kathleen Perkins Miller, Miller Consultants -- George Serafeim, Harvard University - Harvard Business School *--* Chapter 8 in Leading Sustainable Change, Oxford University Press, 2014 *--* While a number of studies document that organizations go through numerous stages as they increase their commitment to sustainability over time, we know little about the role of the Chief Sustainability Officer (CSO) in this process. Using survey and interview data we analyze how a CSO’s authority and responsibilities differ across organizations that are in different stages of sustainability commitment. We document increasing organizational authority of the CSO as organizations increase their commitment to sustainability moving from Compliance to Efficiency and then to Innovation. However, we also document a decentralization of decision rights from the CSO to different functions, largely driven by sustainability strategies becoming more idiosyncratic at the Innovation stage. The study concludes with a discussion of practices that CSOs argue to accelerate the commitment of organizations to sustainability. -- Pages in PDF File: 22 -- Keywords: sustainability, organizational change, Chief Sustainability Officer, innovation, -- downloaded pdf to Note
chapter  SSRN  business_practices  business-norms  CSR  sustainability  firms-organization  firms-structure  Innovation  corporate_governance  accountability  institutional_change  institutional_capacity  downloaded 
april 2015 by dunnettreader
Robert G. Eccles, Jock Herron, George Serafeim - Reliable Sustainability Ratings: The Influence of Business Models on Information Intermediaries (revised October 2014) :: SSRN
ility Ratings: The Influence of Business Models on Information Intermediaries

Robert G. Eccles, Harvard Business School -- Jock Herron, Harvard University - School of Design -- George Serafeim, Harvard University - Harvard Business School -- Chapter in Routledge Handbook on Responsible Investing (Forthcoming) *--* A new generation of corporate reporting - integrated reporting - is emerging that will help investors and other key stakeholders such as employees, customers, suppliers, and NGOs develop a deeper and more comprehensive appreciation of corporate performance than what is currently provided by GAAP financial reporting. The purpose of this paper is to examine the optimal design of information intermediaries that can increase the impact of sustainability information on corporate conduct. Specifically, we focus on two issues: who pays for the information and which performance metrics should be included in assessing the sustainability performance of a company. -- Pages in PDF File: 28 -- Keywords: sustainability, ratings, corporate performance, rating agencies, conflicts of interest, integrated reporting, corporate social responsibility -- downloaded pdf to Note
chapter  SSRN  CSR  sustainability  accounting  disclosure  disclosure-integrated  corporate_governance  corporate_citizenship  business_practices  information-markets  information-intermediaries  rating_agencies  ratings  conflict_of_interest  downloaded 
april 2015 by dunnettreader
Robert G. Eccles, George Serafeim - Corporate and Integrated Reporting: A Functional Perspective (revised September 2014) :: SSRN
Robert G. Eccles, Harvard Business School -- George Serafeim, Harvard University - Harvard Business School *--* Chapter in Stewardship of the Future, edited by Ed Lawler, Sue Mohrman, and James O’Toole, Greenleaf, 2015. *--* In this paper, we present the two primary functions of corporate reporting (information and transformation) and why currently isolated financial and sustainability reporting are not likely to perform effectively those functions. We describe the concept of integrated reporting and why integrated reporting could be a superior mechanism to perform these functions. Moreover, we discuss, through a series of case studies, what constitutes an effective integrated report (Coca-Cola Hellenic Bottling Company) and the role of regulation in integrated reporting (Anglo-American). -- Pages in PDF File: 21 -- Keywords: corporate reporting, integrated reporting, information, investing, sustainability, accounting -- downloaded pdf to Note
paper  SSRN  CSR  sustainability  accounting  disclosure  disclosure-integrated  corporate_governance  corporate_citizenship  business_practices  information-markets  investors  risk_management  institutional_change  downloaded 
april 2015 by dunnettreader
George Serafeim - The Role of the Corporation in Society: An Alternative View and Opportunities for Future Research b(revised June 2014) :: SSRN
Harvard University - Harvard Business School *--* A long-standing ideology in business education has been that a corporation is run for the sole interest of its shareholders. I present an alternative view where increasing concentration of economic activity and power in the world’s largest corporations, the Global 1000, has opened the way for managers to consider the interests of a broader set of stakeholders rather than only shareholders. Having documented that this alternative view better fits actual corporate conduct, I discuss opportunities for future research. Specifically, I call for research on the materiality of environmental and social issues for the future financial performance of corporations, the design of incentive and control systems to guide strategy execution, corporate reporting, and the role of investors in this new paradigm. -- Pages in PDF File: 27 -- Keywords: corporate performance, corporate size, sustainability, corporate social responsibility, accounting -- downloaded pdf to Note
paper  SSRN  corporate_governance  corporate_citizenship  global_economy  global_governance  international_political_economy  shareholder_value  shareholders  CSR  disclosure  accountability  accounting  institutional_economics  institutional_investors  incentives  institutional_change  long-term_orientation  business-and-politics  business-norms  business_practices  business_influence  sustainability  MNCs  firms-theory  firms-structure  firms-organization  power  power-concentration  concentration-industry  downloaded 
april 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
Robert G. Eccles, Ioannis Ioannou, George Serafeim - The Impact of Corporate Sustainability on Organizational Processes and Performance - November 23, 2011 :: SSRN - Management Science, Forthcoming
Robert G. Eccles, Harvard Business School -- Ioannis Ioannou, London Business School -- George Serafeim, Harvard University - Harvard Business School *--* We investigate the effect of a corporate culture of sustainability on multiple facets of corporate behavior and performance outcomes. Using a matched sample of 180 companies, we find that corporations that voluntarily adopted environmental and social policies many years ago – termed as High Sustainability companies – exhibit fundamentally different characteristics from a matched sample of firms that adopted almost none of these policies – termed as Low Sustainability companies. In particular, we find that the boards of directors of these companies are more likely to be responsible for sustainability and top executive incentives are more likely to be a function of sustainability metrics. Moreover, they are more likely to have organized procedures for stakeholder engagement, to be more long-term oriented, and to exhibit more measurement and disclosure of nonfinancial information. Finally, we provide evidence that High Sustainability companies significantly outperform their counterparts over the long-term, both in terms of stock market and accounting performance. The outperformance is stronger in sectors where the customers are individual consumers instead of companies, companies compete on the basis of brands and reputations, and products significantly depend upon extracting large amounts of natural resources. -- Keywords: sustainability, corporate social responsibility, culture, governance, disclosure, performance -- didn't download
paper  SSRN  corporate_governance  corporate_citizenship  corporate_finance  CSR  brands  reputation  incentives  sustainability  long-term_orientation  natural_resources  firms-theory  firms-structure  firms-organization  executive_compensation  business-norms  profit  disclosure 
april 2015 by dunnettreader
CDP - About us
CDP works to transform the way the world does business to prevent dangerous climate change and protect our natural resources. We see a world where capital is efficiently allocated to create long-term prosperity rather than short-term gain at the expense of our environment.

Evidence and insight is vital to driving real change. We use the power of measurement and information disclosure to improve the management of environmental risk. By leveraging market forces including shareholders, customers and governments, CDP has incentivized thousands of companies and cities across the world’s largest economies to measure and disclose their environmental information. We put this information at the heart of business, investment and policy decision making.

We hold the largest collection globally of self reported climate change, water and forest-risk data. Through our global system companies, investors and cities are better able to mitigate risk, capitalize on opportunities and make investment decisions that drive action towards a more sustainable world.
website  Lon  risk_management  risk-systemic  climate  climate-adaptation  institutional_investors  disclosure  water  energy  energy-markets  industry  supply_chains  sustainability  corporate_governance  green_finance  green_economy 
march 2015 by dunnettreader
Claus Holm, Morten Balling and Thomas Poulsen - Corporate governance ratings as a means to reduce asymmetric information (2014) | T&A Online
Downloaded to iPhone -- Cogent Economics & Finance - Volume 2, Issue 1, 2014 -- Can corporate governance ratings reduce problems of asymmetric information between companies and investors? To answer this question, we set out to examine the information basis for providing such ratings by reviewing corporate governance attributes that are required or recommended in laws, accounting standards, and codes, respectively. After that, we scrutinize and organize the publicly available information on the methodologies actually used by rating providers. However, important details of these methodologies are treated as confidential property, thus we approach the evaluation of corporate governance ratings as a means to reduce asymmetric information in a more general manner. We propose that the rating process may be seen as consisting of two general activities, namely a data reduction phase, and a data weighting, aggregation, and classification phase. Findings based on a Danish data-set suggest that rating providers by selecting relevant attributes in an intelligent way can improve the screening of companies according to governance quality. In contrast, it seems questionable that weighting, aggregation, and classification of corporate governance attributes considerably improve discrimination according to governance quality.
paper  corporate_finance  asymmetric_information  capital_markets  disclosure  investors  risk  asset_prices  corporate_governance  ratings  reputation  EMH  accountability  financial_regulation  self-regulation  norms  business_practices  business-ethics  downloaded 
january 2015 by dunnettreader
Geoffrey Jones (HBS Working Papers 2013) - Debating the Responsibility of Capitalism in Historical and Global Perspective
This working paper examines the evolution of concepts of the responsibility of business in a historical and global perspective. It shows that from the nineteenth century American, European, Japanese, Indian and other business leaders discussed the responsibilities of business beyond making profits, although until recently such views have not been mainstream. There was also a wide variation concerning the nature of this responsibility. This paper argues that four factors drove such beliefs: spirituality; self-interest; fears of government intervention; and the belief that governments were incapable of addressing major social issues.

Keywords: Rachel Carson; Sustainability; Local Food; Operations Management; Supply Chain; Business And Society; Business Ethics; Business History; Corporate Philanthropy; Corporate Social Responsibility; Corporate Social Responsibility And Impact; Environmentalism; Environmental Entrepreneurship; Environmental And Social Sustainability; Ethics; Globalization; History; Religion; Consumer Products Industry; Chemical Industry; Beauty and Cosmetics Industry; Energy Industry; Food and Beverage Industry; Forest Products Industry; Green Technology Industry; Manufacturing Industry; Asia; Europe; Latin America; Middle East; North and Central America; Africa
paper  downloaded  economic_history  business_history  imperialism  US  British_Empire  France  Germany  Japan  Spain  Dutch  Latin_America  Ottoman_Empire  India  18thC  19thC  20thC  corporate_citizenship  corporate_governance  business  busisness-ethics  business-and-politics  common_good  communitarian  environment  labor  patriarchy  paternalism  labor_standards  regulation  product_safety  inequality  comparative_economics  capital_as_power  capitalism  CSR  political_economy  economic_culture  economic_sociology  self-interest  ideology 
january 2015 by dunnettreader
For CEOs, Equity and Press Releases, Timing Is Everything | Knowledge@Wharton
Is the Pope Catholic?!?! "Do corporate leaders time the release of information to the public to boost their stock prices just before their equity vests?"
corporate_governance  capital_markets  executive_compensation  business_ethics  incrntives 
january 2015 by dunnettreader
Chris Dillow - For worker control | Stumbling & Mumbling - Dec 2014
Neal Lawson is absolutely right. Social democracy is "hopelessly prepared for the 21st century." This is because it is yet another example of an idea that has outlived its usefulness. Social democrats used to think that they did not need to challenge the fundamental power structures of capitalism because, with a few good top-down economic and social policies, capitalism could be made to deliver increased benefits for workers and the poor in terms both of rising real wages and better public services. (..) Secular stagnation means real incomes mightn't grow much. Globalized (pdf) labour markets and mass unemployment might exacerbate the effect of this in depressing real wages. Job polarization and the degradation of once-good jobs means workers face deteriorating job quality. And (self-imposed) austerity means that what economic growth we do get won't translate into better public services. Times have changed. So the left must change. Neal says: "Instead of pulling policy levers, the job is to create the platforms so that people can collectively change things for themselves." There's one context in which this is especially necessary - the workplace.
21stC  political_economy  stagnation  labor  wages  social_democracy  left-wing  corporate_governance  worker_co-ops  unions  managrrialism  corporate_citizenship  common_good  profit  links  ideology  power-asymnetric 
january 2015 by dunnettreader
Leo Strine, Chief Justice of the Delaware Supreme Court - Delaware Benefit Corporations: Making It Easier for Directors To “Do The Right Thing” in Harvard Business Law Review — The Harvard Law School Forum on Corporate Governance and Financial Regul
Pdf of a recently published an article in the Harvard Business Law Review. -- Abstract - Some scholars(..) argue that managers should “do the right thing,” while ignoring that in the current corporate accountability structure, stockholders are the only constituency given any enforceable rights, and thus are the only one with substantial influence over managers. Few (..real proposals) that would give corporate managers more ability and greater incentives to consider the interests of other constituencies. This Article posits that benefit corporation (bencorps) statutes have the potential to change the accountability structure within which managers operate. Certain provisions (..) can create a meaningful shift in the balance of power that will in fact give corporate managers more ability to and impose upon them an enforceable duty to “do the right thing.” But (..) important questions must be answered to determine whether (bencorp) statutes will have the durable, systemic effect desired. (1) the initial wave of entrepreneurs who form (bencorps) must demonstrate a genuine commitment to (..CSR) to preserve the credibility of the movement. (2) (..) socially responsible investment funds must be willing to vote their long-term consciences instead of cashing in for short-term gains. To that end, it is crucial that (bencorps) show that doing things “the right way” will be profitable in the long run. (3) (bencorpos) must pass the “going public” test. Finally, subsidiaries that are governed as (bencorps) must honor their commitments and grow successfully, if the movement is to grow to scale. - downloaded pdf to Note
article  US_legal_system  corporate_law  corporate_governance  corporate_citizenship  corporate_ownership  corporate_control  principal-agent  management  CSR  institutional_investors  investment-socially_responsible  stakeholders  investment  accountability  benefit_corporations  public_interest  common_good  downloaded  EF-add 
november 2014 by dunnettreader
Kobi Kastiel - Executive Compensation in Controlled Companies — The Harvard Law School Forum on Corporate Governance and Financial Regulation - November 13, 2014
Co-editor, HLS Forum on Corporate Governance and Financial Regulation -- Conventional wisdom among corporate law theorists has long suggested that the presence of a controlling shareholder should alleviate the problem of managerial opportunism because such a controller has both the power and incentives to curb excessive executive pay. My Article (..) forthcoming (,..) proposes a different view that is based on an agency problem paradigm, and presents a comprehensive framework for understanding the relationship between concentrated ownership and executive pay. On the theoretical level, the Article shows that controlling shareholders often have incentives to overpay professional managers instead of having an arm’s-length contract with them, and therefore it suggests that compensation practices in a large number of controlled companies may have their own pathologies. (..) controllers may wish to overpay managers in order to maximize their consumption of private benefits, while providing professional managers with a premium for their “loyalty” and for colluding with tunneling activities. (..) aggravated by the use of control-enhancing mechanisms, such as dual-class share structures, which distort controllers’ monitoring incentives due to the wedge it creates between controllers’ cash flow rights and control rights. (..) certain controllers, (..) could be “weak” due to their lack of experience, motivation or talent, and thus are more easily captured by professional CEOs.(..) biased due to their longstanding professional and social relationship with professional managers, (..) help explain recent puzzling phenomena such as the overly generous pay patterns in Viacom or other controlled companies, as well as the rise in say-on-pay rules in countries with concentrated ownership (as observed in a recent study by Thomas & Van der Elst). -- links to article
article  SSRN  corporate_governance  corporate_ownership  corporate_control  principal-agent  asset_stripping  tunneling  conflict_of_interest  executive_compensation  1-percent  investors  shareholders  shareholder_voting  institutional_investors 
november 2014 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
Mark S. Mizruchi - Berle and Means Revisited: The Governance and Power of Large U.S. Corporations | JSTOR: Theory and Society, Vol. 33, No. 5 (Oct., 2004), pp. 579-617
In The Modern Corporation and Private Property (1932), Berle and Means warned of the concentration of economic power brought on by the rise of the large corporation and the emergence of a powerful class of professional managers, insulated from the pressure not only of stockholders, but of the larger public as well. In the tradition of Thomas Jefferson, Berle and Means warned that the ascendance of management control and unchecked corporate power had potentially serious consequences for the democratic character of the United States. Social scientists who drew on Berle and Means in subsequent decades presented a far more benign interpretation of the rise of managerialism, however. For them, the separation of ownership from control actually led to an increased level of democratization in the society as a whole. Beginning in the late 1960s, sociologists and other social scientists rekindled the debate over ownership and control, culminating in a series of rigorous empirical studies on the nature of corporate power in American society. In recent years, however, sociologists have largely abandoned the topic, ceding it to finance economists, legal scholars, and corporate strategy researchers. In this article, I provide a brief history of the sociological and finance/legal/strategy debates over corporate ownership and control. I discuss some of the similarities between the two streams of thought, and I discuss the reasons that the issue was of such significance sociologically. I then argue that by neglecting this topic in recent years, sociologists have failed to contribute to an understanding of some of the key issues in contemporary business behavior. I provide brief reviews of four loosely developed current perspectives and then present an argument of my own about the changing nature of the U.S. corporate elite over the past three decades. I conclude with a call for sociologists to refocus their attention on an issue that, however fruitfully handled by scholars in other fields, cries out for sociological analysis. -- downloaded pdf to Note
article  jstor  economic_history  intellectual_history  20thC  21stC  US_economy  US_politics  political_economy  political_sociology  economic_sociology  law-and-finance  law-and-economics  capitalism  corporations  MNCs  corporate_governance  corporate_finance  capital_markets  shareholder_value  shareholders  principal-agent  management  managerialism  corporate_citizenship  corporate_control_markets  corporate_law  M&A  business-and-politics  business-norms  power  power-asymmetric  status  interest_groups  lobbying  regulation  bibliography  downloaded  EF-add 
september 2014 by dunnettreader
Brayden G King and Nicholas A. Pearce - The Contentiousness of Markets: Politics, Social Movements, and Institutional Change in Markets | JSTOR: Annual Review of Sociology, Vol. 36 (2010), pp. 249-267
While much of economic sociology focuses on the stabilizing aspects of markets, the social movement perspective emphasizes the role that contentiousness plays in bringing institutional change and innovation to markets. Markets are inherently political, both because of their ties to the regulatory functions of the state and because markets are contested by actors who are dissatisfied with market outcomes and who use the market as a platform for social change. Research in this area focuses on the pathways to market change pursued by social movements, including direct challenges to corporations, the institutionalization of systems of private regulation, and the creation of new market categories through institutional entrepreneurship. Much contentiousness, while initially disruptive, works within the market system by producing innovation and restraining capitalism from destroying the resources it depends on for survival. -- still paywall -- 155 references-- see bibliography on jstor information page
article  jstor  paywall  social_theory  political_sociology  economic_sociology  markets-structure  markets_in_everything  Innovation  social_movements  conflict  political_economy  regulation  capitalism  environment  institutional_change  social_process  change-social  CSR  corporate_governance  corporate_citizenship  self-regulation  bibliography  EF-add 
september 2014 by dunnettreader
John Groenewegen - European Integration and Changing Corporate Governance Structures: The Case of France | JSTOR: Journal of Economic Issues, Vol. 34, No. 2 (Jun., 2000), pp. 471-479
Speculates that the economic and business cultures of major countries are distinctive enough that the expectation of global convergence on Anglo-Saxon corporate governance norms is too simplistic. It's based implicitly or explicitly on the assumption that liberalization of European capital markets will produce a European-wide market in corporate control that will impose its Anglo-Saxon norms and values via access to and pricing of international capital. He looks at ways that European Integration might reinforce local norms or converge toward a more European set of values and governance practices. Short article, didn't download
article  jstor  France  Eurozone  EU  market_integration  capital_markets  corporate_governance  shareholder_value  corporate_control_markets  busisness-ethics  business-norms  corporate_finance  corporate_citizenship 
september 2014 by dunnettreader
theAIRnet.org - Home
The Academic-Industry Research Network – theAIRnet – is a private, 501(c)(3) not-for-profit research organization devoted to the proposition that a sound understanding of the dynamics of industrial development requires collaboration between academic scholars and industry experts. We engage in up-to-date, in-depth, and incisive research and commentary on issues related to industrial innovation and economic development. Our goal is to understand the ways in which, through innovation, businesses and governments can contribute to equitable and stable economic growth – or what we call “sustainable prosperity”.
website  economic_growth  industry  technology  Innovation  green_economy  development  business  business-and-politics  capitalism  global_economy  public-private_partnerships  public_policy  public_health  public_goods  urban_development  health_care  IP  Labor_markets  wages  unemployment  education-training  sustainability  financial_system  corporate_citizenship  corporate_governance  corporate_finance  CSR  firms-theory  management  plutocracy  MNCs  international_political_economy  human_capital  OECD_economies  emerging_markets  supply_chains  R&D  common_good  1-percent  inequality  working_class  work-life_balance  workforce  regulation  regulation-harmonization  incentives  stagnation 
september 2014 by dunnettreader
Edward J. Kane -The Flummery of Capital-Requirement Repairs Since The Crisis | The Institute for New Economic Thinking - September 16, 2014
Government safety nets give protected institutions an implicit subsidy and intensify incentives for value-maximizing boards and managers to risk the ruin of their firms. Standard accounting statements do not record the value of this subsidy and forcing subsidized institutions to show more accounting capital will do little to curb their enhanced appetite for tail risk. This paper proposes new accounting and ethical standards that would reclassify the legal status of the financial support a firm receives from the safety net and record it as an equity investment. The purpose is to recognize statutorily that a safety net is a contract that promises to deliver loss-absorbing equity capital to firms at times when no other investors will. The explicit recognition of the public's stakeholder interest in economically, politically, and administratively difficult-to-unwind firms is a first and necessary step toward assigning to their managers enforceable fiduciary duties of loyalty, competence, and care towards taxpayers. These duties are meant to parallel those that managers owe to shareholders, including the right to share in the firm’s profits and to receive information relevant for assessing their investment. The second step in this process is to change managerial behavior: to implement and enforce a series of requirements and penalties that can lead managers to measure and record on the balance sheet of each subsidized firm – as a special class of equity – the capitalized value of the safety-net subsidies it receives from its “taxpayer put.” -- and by defining a class of particularly vexing acts of safety-net arbitrage as criminal theft. -- downloaded pdf to Note
paper  law-and-economics  law-and-finance  corporate_governance  financial_system-government_back-stop  too-big-to-fail  financial_regulation  subsidies-financial_institutions  fiduciaries  accounting  risk-systemic  risk-mitigation  financial_crisis  bailouts  leverage  capital_adequacy  Basle  downloaded  EF-add 
september 2014 by dunnettreader
The 21st Century Investor: Ceres Blueprint for Sustainable Investing — Ceres
Unprecedented risks to the global economy make this a challenging time for the 21st century investor—institutional asset owners and their investment managers—most of which have multi-generational obligations to beneficiaries. Climate change, resource scarcity, population growth, energy demand, ensuring the human rights of workers across global supply chains, and access to fresh water are some of the major issues challenging our ability to build a sustainable economy, one that meets the needs of people today without compromising the needs of future generations. -- This Blueprint is written for the 21st Century investor— institutional asset owners and their investment managers—who need to understand and manage the growing risks posed by climate change, resource scarcity, population growth, human and labor rights, energy demand and access to water—risks that will challenge businesses and affect investment returns in the years and decades to come. -- section of Ceres website devoted to investor related initiatives - proxy voting guides, etc - and corporate and public finance isuues, such as sustainability risk disclosure, listing srandards, Climate Bonds Principles -- downloaded pdf of executive summary of report
report  climate  energy  water  ocean  demography  supply_chains  global_economy  global_governance  sustainability  financial_system  capital_markets  institutional_investors  corporate_governance  corporate_finance  public_finance  investors  disclosure  asset_management  political_economy  international_political_economy  Labor_markets  human_rights  downloaded  EF-add 
september 2014 by dunnettreader
Home -- European Securities and Markets Authority - ESMA [formerly CESR]
ESMA’s mission is to enhance the protection of investors and reinforce stable and well functioning financial markets in the European Union. ESMA, as an independent EU Authority, achieves this mission by building a single rule book for EU financial markets and ensuring its consistent application and supervision across the EU. ESMA contributes to the supervision of financial services firms with a pan-European reach, either through direct supervision or through the active co-ordination of national supervisory activity. -- successor agency as of January 2011 to the Committee of European Securities Regulators
website  government_agencies  administrative_agencies  administrative_law  EU  Europe  capital_markets  financial_regulation  regulation-harmonization  rating_agencies  equity-corporate  derivatives  markets-structure  market_integration  clearing_&_settlement  cross-border  corporate_finance  NBFI  disclosure  accounting  corporate_governance 
september 2014 by dunnettreader
Network for Sustainable Financial Markets | Home
The Network for Sustainable Financial Markets is an International, non-partisan network of finance sector professionals, academics and others who have an active interest in long-term investing. We believe that the recurring crises recently experienced in our financial markets are not isolated incidents. Rather, this instability is evidence that the financial market system is in need of well thought-out reform so that it can better serve its core purpose of creating long-term sustainable value. Our primary concern today is not that reform efforts will result in the adoption of too much or too little regulation. Rather, we see the greatest peril as inappropriate regulation and governance reforms that fail to address the real causes of financial market instability. While increased transparency, better risk management, additional liquidity and other surface fixes might address the current symptoms, they are not enough to resolve underlying systemic problems. Delay will only make things worse since failure to deal with these deep-rooted design flaws can only mean repetitive, deepening crises with growing economic and social destabilisation. The time to act is now. The Network’s goal is to foster interdisciplinary collaboration on research and advocacy projects between market professionals, academics and other opinion-leaders. We seek to fill the gaps between existing initiatives, to engage on problems which have received attention but have not still been solved and also to involve many more opinion-shapers than has previously been the case. We also intend that the Network be time-limited – our ultimate goal is to embed the Network’s guiding principles into the approaches used by other entities involved in research and public policy, then dissolve. -- connected to Climate Bond Initiative
website  financial_system  financial_crisis  financial_regulation  financial_innovation  financial_sector_development  reform-finance  green_finance  investors  corporate_governance  corporate_finance  capital_markets  banking  international_finance  international_monetary_system  risk-systemic  standards-sustainability  disclosure  accounting 
september 2014 by dunnettreader
Edward D. Kleinbard - 'Competitiveness' Has Nothing to Do With It (Tax Notes, Forthcoming) :: SSRN August 27, 2014
USC Gould School of Law -- USC CLASS Research Papers Series No. CLASS 14-26 - USC Legal Studies Research Papers Series No. 14-34 -- The recent wave of corporate tax inversions has triggered interest in what motivates these tax-driven transactions now. Corporate executives have argued that inversions are explained by an "anti-competitive" U.S. tax environment, as evidenced by the federal corporate tax statutory rate, which is high by international standards, and by its "worldwide" tax base. This paper explains why this competitiveness narrative is largely fact-free, in part by using one recent articulation of that narrative (by Emerson Electric Co.’s former vice-chairman) as a case study. The recent surge in interest in inversion transactions is explained primarily by U.S. based multinational firms’ increasingly desperate efforts to find a use for their stockpiles of offshore cash (now totaling around $1 trillion), and by a desire to "strip" income from the U.S. domestic tax base through intragroup interest payments to a new parent company located in a lower-taxed foreign jurisdiction. These motives play out against a backdrop of corporate existential despair over the political prospects for tax reform, or for a second "repatriation tax holiday" of the sort offered by Congress in 2004. '- Number of Pages in PDF File: 32 -- didn't download
paper  SSRN  US_economy  taxes  tax_havens  tax_collection  Congress  US_politics  globalization  global_economy  business-and-politics  corporate_finance  corporate_governance  corporate_citizenship 
september 2014 by dunnettreader
Richard Briffault - The Uncertain Future of the Corporate Contribution Ban (Valparaiso University Law Review, Forthcoming) July 25, 2014 :: SSRN
Columbia Law School -- Columbia Public Law Research Paper No. 14-405 -- Concern about the role of corporate money has been a longstanding theme in American politics. The first permanent federal campaign finance law – the Tillman Act of 1907 – prohibited federally-chartered corporations from making contributions in any election and prohibited all corporations from making contributions in federal elections. Subsequently amended, continued, and strengthened over a century the federal corporate contribution ban is still on the books. Twenty-one states also prohibit corporate contributions to candidates in state elections. SCOTUS sustained the federal corporate contribution ban as recently as 2003 in FEC v. Beaumont, but that decision and the corporate contribution ban today rest on shaky ground. The Roberts Court has demonstrated little respect for either legislated campaign finance restrictions or the Court’s own campaign finance precedents. -- In Citizens United and McCutcheon, the Court emphasized that campaign finance restrictions cannot be justified by the goal of reducing the political power of the wealthy. Although much of the impetus for the corporate contribution ban is public anxiety over corporate wealth and power, the shareholder-protection and anti-circumvention justifications are not triggered by concern about corporate wealth but, rather, reflect other key features of the corporate form – its artificial existence as a legal to achieve ends desired by the individuals who have created it, and the potential for those who control the corporation to exploit shareholders. These two interests work in tandem, with shareholder-protection having greater purchase for multi-shareholder publicly-held entities, and anti-circumvention more relevant for single-shareholder, closely-held or nonprofit corporations. Together, they make the case for the corporate contribution ban for reasons other than the equality-promoting goal that Citizens United and McCutcheon so vehemently rejected. -- another paper beginning to deal with inherent conflict between management and shareholder interests in political spending that puts 2 conservative trends on collision
article  SSRN  SCOTUS  constitutional_law  corporate_law  campaign_finance  elections  corporate_governance  shareholders  shareholder_value  investors  management  principal-agent  capital_markets  downloaded  EF-add 
september 2014 by dunnettreader
Leo E. Strine , Nicholas Walter - Conservative Collision Course?: The Tension between Conservative Corporate Law Theory and Citizens United (Cornell Law Review, Forthcoming) - August 1, 2014 :: SSRN
Leo E. Strine Jr. - Supreme Court of Delaware; Harvard Law School; University of Pennsylvania Law School -- Nicholas Walter, Yale University -- Harvard Law School John M. Olin Center Discussion Paper No. 788 -- One important aspect of Citizens United has been overlooked: the tension between the conservative majority’s view of for-profit corporations, and the theory of for-profit corporations embraced by conservative thinkers. This article explores the tension between these conservative schools of thought and shows that Citizens United may unwittingly strengthen the arguments of conservative corporate theory’s principal rival. Citizens United posits that stockholders of for-profit corporations can constrain corporate political spending and that corporations can legitimately engage in political spending. Conservative corporate theory is premised on the contrary assumptions that stockholders are poorly-positioned to monitor corporate managers for even their fidelity to a profit maximization principle, and that corporate managers have no legitimate ability to reconcile stockholders’ diverse political views. Because stockholders invest in for-profit corporations for financial gain, and not to express political or moral values, conservative corporate theory argues that corporate managers should focus solely on stockholder wealth maximization and non-stockholder constituencies and society should rely upon government regulation to protect against corporate overreaching. Conservative corporate theory’s recognition that corporations lack legitimacy in this area has been strengthened by market developments that Citizens United slighted: that most humans invest in the equity markets through mutual funds under section 401(k) plans, cannot exit these investments as a practical matter, and lack any rational ability to influence how corporations spend in the political process. -- Keywords: Corporate governance, political spending, Citizens United, conservative corporate theory, regulatory externalities, lobbying, profit maximization, constitutional law, election law, labor law
article  SSRN  SCOTUS  legal_history  legal_system  legal_theory  corporate_law  corporate_governance  principal-agent  management  shareholders  shareholder_value  campaign_finance  lobbying  elections  labor_law  US_constitution  constitutional_law  public_policy  interest_groups  oligarchy  rent-seeking  investors  savings  capitalism  capital_markets  downloaded  EF-add 
september 2014 by dunnettreader
Steve Denning - The Copernican Revolution In Management - Forbes - July 2013
Today’s hierarchical bureaucracies are so out-of-step with the current marketplace in which power has shifted from seller to buyer that we cannot wait for the results of definitive long-term scientific studies. As Don Tapscott said in this column last week, “The fundamental problem facing all our institutions today, including government, is not related to conjunctural economic changes. It’s not a business cycle that we are going through. It’s not a cyclical change. It’s a secular change. We are at a punctuation point in human history where the industrial age and institutions have finally come to their logical conclusion. They have essentially run out of gas.” The shareholder value theory is thus only a small part of the problem. It is part of a web of obsolete management ideas that no longer fit the 21st Century marketplace. As noted below, other once-sacred truths in management are part of the same failing paradigm. Absorbing even a couple of these fundamental shifts will take time. Absorbing them all, and acquiring the skills and attitudes necessary to implement them, will not be easy or quick. -- large number of links to recent articles, papers etc
globalization  global_economy  business  management  corporate_governance  technology  networks-business  hierarchy  shareholder_value  capital_markets  investors  financialization  Labor_markets  Innovation  capitalism  executive_compensation  1-percent  inequality  links 
august 2014 by dunnettreader
Deloitte | Risk Intelligent governance: Lessons from state-of-the-art board practices (2013 report) | Deloitte Corporate Governance Center
As a follow-up to our 2009 report, Risk Intelligent governance: A practical guide for boards, we’ve taken a fresh a look at helping board members achieve Risk Intelligent governance. To that end, this paper provides real-world examples and case studies compiled in our work with boards that employ state-of-the-art practices. These practices focus on six key areas: defining the board’s risk oversight role, fostering a risk intelligent culture, approving the risk appetite, helping management incorporate risk intelligence into strategy, assessing the maturity of the risk governance process and making sure the organization discloses the risk story to stakeholders. We offer this paper to directors as food for thought and a catalyst for focused action, with the caveat that Risk Intelligent governance is not a one-size-fits-all approach to be adopted by every organization or within each industry. - 24 page white paper -- downloaded pdf to Note
corporate_governance  risk  management  downloaded 
august 2014 by dunnettreader
Steve Denning - HBR Blows The Lid Off C-Suite Over-Compensation - Forbes - Feb 2012
At the heart of the disaster, according to Desai, is market-based compensation—the idea that the C-Suite and financial managers should be compensated by the issuance of stock. The idea was intended to align managers’ interests with those of shareholders, but the result has been the opposite. According to Desai, the idea is “intellectually flawed” and “a foundational myth.” That’s because in implementing market-based compensation, there is a failure to distinguish results due to sheer luck (beta) from the results due to skill (alpha). Moreover those who should be monitoring compensation—pension funds, mutual funds and foundations—have not only been asleep at the wheel: they have been actively complicit in the debacle. They have “readily outsourced performance evaluation and compensation in order to avoid their obligation to make tough decisions and bring pay into line with performance.” “The combination of a foundational myth and absent monitors over the past 2 decades gave rise to harmful incentives, asymmetrical payoffs and windfall compensation levels… The result has been the creation of perhaps the largest and most pernicious bubble of all: a giant financial incentive bubble.” This in turn results in “the twin crises of American capitalism: repeated governance failures, which lead many to question the stewardship abilities of American managers and investors and rising income inequality.” Even worse, the skewed incentives and huge unearned windfalls have given rise to righteous but unwarranted belief in entitlement: the individuals “now consider themselves entitled to such rewards. Until the financial incentives bubble is popped, we can expect mis-allocations of financial, real and human capital to continue.” -- Desai is pessimistic re reforms - Denning continues with things Desai left out
capitalism  management  executive_compensation  financialization  corporate_governance  capital_markets  shareholders  shareholder_value  investors  norms-business  1-percent  inequality 
august 2014 by dunnettreader
Steve Denning - From CEO 'Takers' To CEO 'Makers': The Great Transformation - Forbes - August 2014
CEOs, through the pervasive use of share buybacks, have become takers, not makers. Instead of creating value for their organizations and society, they are extracting value. Pervasive share buybacks are an economic, social and moral disaster: they contribute to loss of shareholder value, crippled capacity to innovate, runaway executive compensation, destruction of jobs, rapidly increasing inequality and sustained economic stagnation. Yet share buybacks have become “an unhealthy corporate obsession,” even “an addiction.” The situation is one of fundamental institutional failure. CEOs are extracting value from their firms. Business schools are teaching them how to do it. Institutional shareholders are complicit in what the CEOs are doing. Regulators pursue individuals but remain indifferent to systemic failure. Rating agencies reward malfeasance. Analysts applaud short-term gains and ignore obvious long-term rot. Politicians stand by and watch. In a great betrayal, the very leaders who should be fixing the system are complicit in its continuance. Unless our society reverses course, it is heading for a cataclysm. The solution to fundamental institutional failure goes beyond passing a few regulations or changing the behavior of a few CEOs. It involves changes in behavior in a whole set of institutions and actors: -- Change won’t happen merely by pointing out that shareholder primacy is a bad idea. Bad ideas don’t die just because they are bad. They hang around until a consensus forms around another idea that is better. Fortunately, a consensus is emerging around a better idea. The idea isn’t new. It’s Peter Drucker’s foundational insight of 1973: the only valid purpose of a firm is to create a customer. It’s through providing value to customers that firms justify their existence. Profits and share price increases are the result, not the goal of a firm’s activities
business  busisness-ethics  norms-business  corporate_governance  corporate_finance  investment  investors  management  financialization  finance_capital  capital_markets  inequality  1-percent  Drucker_Peter  Friedman_Milton  shareholder_value  profit 
august 2014 by dunnettreader
Whatever Happened to Corporate Stewardship? - Rick Wartzman - Harvard Business Review
Rick Wartzman is the executive director of the Drucker Institute at Claremont Graduate University. Author or editor of five books, he is currently writing one about how the social contract between employer and employee in America has changed since the end of World War II -- In November 1956, Time magazine explored a phenomenon that went by various names: “capitalism with a conscience,” “enlightened conservatism,” “people’s capitalism,” and, most popularly, “The New Conservatism.” No matter which label one preferred, the basic concept was clear: Business leaders were demonstrating an ever increasing willingness, in the words of the story, to “shoulder a host of new responsibilities” and “judge their actions, not only from the standpoint of profit and loss” in their financial results “but of profit and loss to the community.” -- It is easy to overly romanticize 1950s corporate America. People of color faced terrible workplace discrimination at that time, as did women. Late in the decade, many big companies hardened their stance against organized labor, hastening its steep decline. Business culture could be rigid and stifling. Fear of communism and socialism, as much as altruism, was often at the root of corporate generosity. But for all the faults of that period, an ethos has been lost. The University of Michigan’s Mark Mizruchi, in his book The Fracturing of the American Corporate Elite, describes it as “concern for the well-being of the broader society.” Notably, Mizruchi points to the 1956 Time article as a good representative of the ideas that then “dominated in the corporate discourse.”
CSR  corporate_governance  corporate_citizenship  shareholders  elites  elite_culture  labor  labor_history  post-WWII  neoliberalism  unions  US_history  US_economy  norms-business  business_cycles  business  business-and-politics  firms-theory  tax_havens 
august 2014 by dunnettreader
Chris Dillow - Stumbling and Mumbling: Am I a Tory? - July 2014
Am I a Tory, or is Jesse Norman a socialist? I'm prompted to ask because the other day he reminded me of his superb lecture (pdf) on Burke and Oakeshott. What I mean is that, as Jesse says, both men, in their different ways, supported tradition against rationalism. This anti-rationalism, says Jesse, is "one of the central intellectual roots of conservatism through the ages." -- Jesse continues: Rationalism can be seen in totalitarian societies, which seek to capture and organize the staggeringly diverse potential of human beings, and frame it on some Procrustean bed". It certainly can. But for me, managerialist rationalism is also totalitarian, in the sense both that it wants to extend to places such as universities where it is unwarranted, and that it seeks to suppress diversity in favour of conformist careerism. So, it seems that me, Jesse, Burke and Oakehott have much in common. And, indeed, Jesse is well aware (pdf) that crony capitalism and excessive CEO pay are inconsistent with conservative tradition he praises. -- downloaded pdfs
political_economy  political_philosophy  political_culture  conservatism  Tories  Burke  Oakeshott  MacIntyre  managerialism  totalitarian  ideology  capitalism  power  crony_capitalism  corporate_governance  rationalist 
july 2014 by dunnettreader
"Corporate Shaming Revisited: An Essay for Bill Klein" by David A. Skeel Jr. | Penn Law School
C David A. Skeel Jr., University of Pennsylvania -- published as 2 Berkeley J. L. & Bus. 105 -- Recommended Citation -- Skeel, David A. Jr., "Corporate Shaming Revisited: An Essay for Bill Klein" (2005). Faculty Scholarship. Paper 692. - http://scholarship.law.upenn.edu/faculty_scholarship/692 -- downloaded pdf to Note
corporate_governance  corporate_citizenship  corporate_law  busisness-ethics  downloaded 
july 2014 by dunnettreader
The Avalon Project : Charter of Georgia : 1732
Original charter for proprietary colony to be governed by trustees -- And our will and pleasure is, that the first president of the said corporation is and shall be our trusty and well-beloved, the said Lord John Viscount Percival; ... And our will and pleasure is, and we, by these presents, for us, our heirs, and successors, grant, ordain, and direct, that the common council of this corporation shall consist of fifteen in number; and we do, by these presents, nominate, constitute, and appoint our right - trusty and well-beloved John Lord Viscount Percival, our trusty and beloved Edward Digby, George Carpenter, James Oglethorpe, George Heathcote, Thomas Laroche, James Vernon, William Beletha, esqrs., and Stephen Hales, Master of Arts, to be the common council of the said corporation, to continue in the said office during their good behavior. And whereas it is our royal intention, that the members of the said corporation should be increased by election, as soon as conveniently may be, to a greater number than is hereby nominated; Our further will and pleasure is, and we do hereby, for us, our heirs and successors, ordain and direct, that from the time of such increase of the members of the said corporation, the number of the said common council shall be increased to twenty-four; ...in order to preserve an indifferent rotation of the several offices, of president of the corporation, and of chairman of the common council of the said corporation we do direct and ordain that all and every the person and persons, members of the said common council for the time being, and no other, being present at such meetings, shall severally and respectively in their turns, preside at the meetings which shall from time to time be held of the said corporation, or of the common council of the said corporation respectively:
etexts  18thC  British_history  Atlantic  American_colonies  Georgia  slavery  1730s  corporate_governance  legal_history  British_Empire-constitutional_structure  UK_government-colonies  EF-add 
june 2014 by dunnettreader
Seth Ackerman - Piketty’s Fair-Weather Friends | Jacobin May 2014
Re Piketty not fitting in MIT-liberal economics -- Piketty “misreads the literature by conflating gross and net returns to capital,” Summers wrote. “I know of no study suggesting that measuring output in net terms, the elasticity of substitution is greater than 1, and I know of quite a few suggesting the contrary.” A reader at this point could be forgiven for feeling confused. Didn’t Piketty gather his own data? He did, of course. --As Piketty makes clear, those data — which he’s made freely available on the internet for anyone to check — are indeed “explained” by a net elasticity of 1.3-1.6, which would indicate an extremely weak force of diminishing returns to capital. Yet it’s also true that this figure is far higher than any found in the existing literature — probably more than twice as high as the highest typical estimates. -- Piketty’s estimate of the elasticity of substitution can’t really be compared with those in the literature. His is based on economy-wide data covering decades and centuries while estimates in the literature typically cover only a few years, and often just a few industries. Moreover, his pertain to all private wealth, while the literature focuses narrowly on production capital. -- But most importantly, given the flawed marginalist theory behind it, and its even more flawed basis of measurement... the elasticity of substitution simply cannot be regarded as a meaningful measure of an economy’s technology (or anything else), or as providing any clue to its future. What’s essential, rather, is Piketty’s empirical demonstration that the rate of return on wealth has been remarkably stable over centuries — and, contra Summers, with no visible tendency to vary in any consistent way against the “supply of capital.”
books  reviews  Piketty  economic_history  economic_theory  economic_models  macroeconomics  heterodox_economics  productivity  capital  labor  profit  wages  technology  economic_growth  savings  inheritance  1-percent  inequality  meritocracy  wealth  supermanagers  corporate_governance  corporate_finance  political_economy  economic_culture  economic_sociology  EF-add 
june 2014 by dunnettreader
Suresh Naidu - Capital Eats the World | Jacobin May 2014
A first step could be a multisector model with both a productive sector and an extractive, rent-seeking outlet for investment, so that the rate of return on capital has the potential to be unanchored from the growth of the economy. This model could potentially do a better job of explaining r > g in a world where capital has highly profitable opportunities in rent-seeking ....More fundamentally, a model that started with the financial and firm-level institutions underneath the supply and demand curves for capital, rather than blackboxing them in production and utility functions, could illuminate complementarities among the host of other political demands that would claw back the share taken by capital and lower the amount paid out as profits before the fiscal system gets its take. This is putting meat on what Brad Delong calls the “wedge” between the actual and warranted rate of profit. -- We need even more and even better economics to figure out which of these may get undone via market responses and which won’t, and to think about them jointly with the politics that make each feasible or not. While Piketty’s book diagnoses the problem of capital’s voracious appetite, it would require a different kind of model to take our focus off the nominal quantities registered by state fiscal systems, and instead onto the broader distribution of political power in the world economy.
books  reviews  kindle-available  Piketty  political_economy  economic_theory  heterodox_economics  neoclassical_economics  economic_models  economic_growth  wealth  capital  finance_capital  capitalism  labor  Labor_markets  unemployment  markets_in_everything  tax_havens  investment  investors  savings  inheritance  profit  corporate_governance  corporate_citizenship  inequality  technology  1-percent  rent-seeking  rentiers  class_conflict  oligarchy  taxes  productivity  corporate_finance  property  property_rights  neoliberalism 
june 2014 by dunnettreader
Martin Wolf - AstraZeneca is more than investors’ call - FT.com - May 8 2014
The questions any normal person would ask are three. Would a takeover increase competition? Would it increase investment in life-transforming research? Would assurances given by the bidder about future production and research be credible? The answer to all is “no”. Yet the merger is likely to go ahead, because the only people whose interests count are shareholders, whether they have owned their shares for 10 years or 10 seconds. AstraZeneca can be sold and bought like a sack of potatoes. Does this make sense? Until recently I believed it to be the least bad arrangement. Now I am not so sure, as I shall argue in a conference on Inclusive Capitalism in London later this month. We need to rethink ownership and control of limited liability companies
UK_Government  corporate_governance  corporate_finance  corporate_citizenship  shareholders  investors  Innovation  M&A  pharma  R&D 
may 2014 by dunnettreader
JW Mason - The Slack Wire: Wealth Distribution and the Puzzle of Germany - April 2014
In other words, one reason household wealth is low in Germany is because German households exercise their claims on the business sector not via financial assets, but as workers. -- It’s not a coincidence that Europe’s dominant economy has the least market wealth. The truth is, success in the world market has depended for a long time now on limiting dependence on asset markets, just as the most successful competitors within national economies are the giant corporations that suppress the market mechanism internally. Germany, as with late industrializers like Japan, Korea, and now China, has succeeded largely by ensuring that investment is not guided by market signals, but through active planning by banks and/or the state. There’s nothing new in the fact that greater real wealth in the sense of productive capacity goes hand hand with less wealth in the sense of claims on the social product capitalized into assets. Only in the poorest and most backward countries does a significant fraction of the claims of working people on the product take the form of asset ownership. The world of small farmers and self-employed artisans isn’t one we can, or should, return to. Perhaps the world of homeowners managing their own retirement savings isn’t one we can, or should, preserve.
economic_history  economic_growth  political_economy  20thC  21stC  development  wealth  inequality  investment  capital_markets  labor  wages  profit  SMEs  Germany  EU  corporate_governance  corporate_finance  working_class  EF-add 
may 2014 by dunnettreader
Determining Materiality | Sustainability Accounting Standards Board
SASB’s Materiality Map™ creates a unique materiality profile for different industries. In order to comply with the SEC’s view of materiality, our approach is designed to provide a view into the information needs of the reasonable investor. The Map relies heavily on evidence of investor interest and evidence of financial impact, and it allows for adjustments based on financial impact and long-term sustainability principles. The quantitative model is designed to prioritize the issues that are most important within an industry, to keep the standards to a minimum set of issues that are likely to be material. Sustainability accounting standards are then developed based on both the quantitative results from the Map and a qualitative research process informed by SASB’s research team. The Map looks at 40+ sustainability issues and analyzes their importance in the context of the 80+ industries in SICS. -- Issues are classified under five categories: Environmental Capital, Social Capital, Human Capital, Business Model & Innovation, and Leadership & Governance. Traditionally, sustainability issues are classified under the common ESG structure; however, SASB uses a finer grained analysis in order to surface potential impacts on the company’s ability to create long-term value.
financial_regulation  accountability  accounting  corporate_governance  corporate_finance  corporate_citizenship  CSR  risk  sustainability  climate  investment  capital_markets  industry 
may 2014 by dunnettreader
Vision and Mission | Sustainability Accounting Standards Board
Facts About SASB *--* The Sustainability Accounting Standards Board is an independent 501(c)3 non-profit. *--* Through 2016 SASB is developing sustainability accounting standards for more than 80 industries in 10 sectors. *--* SASB standards are designed for the disclosure of material sustainability issues in mandatory SEC filings, such as the Form 10-K and 20-F. -**- SASB is accredited to establish sustainability accounting standards by the American National Standards Institute (ANSI). Accreditation by ANSI signifies that SASB’s procedures to develop standards meet ANSI’s requirements for openness, balance, consensus, and due process. *--* SASB is not affiliated with FASB, GASB, IASB or any other accounting standards boards. --- For more information about the principles, processes and definitions relevant to SASB’s standards setting process, please read our Conceptual Framework. (Pdf downloaded to Note)
financial_regulation  accountability  accounting  corporate_governance  corporate_finance  corporate_citizenship  CSR  risk  sustainability  climate  investment  capital_markets  industry  downloaded  EF-add 
may 2014 by dunnettreader
An Insider’s Guide to The SASB Experience | Sustainability Accounting Standards Board - May 2014
After a year of research, stakeholder engagement, feedback and refinement, SASB celebrated the reveal of its latest research results with evocative discourse about the Services Industry and its role in non-financial reporting. With over 190 participants representing 120 companies, the May Delta Series, which is the research process capstone, brought together its Industry Working Group participants as well as other integral stakeholders, to discuss the outcomes of their sector-specific research. -- panelists discussed experience getting buy in from different parts of organization and Board -- how using the quarterly 10-K form provided a familiar focus for measurement and reporting -- links to CSR and risk management, not just profitability measures, were especially important for directors
financial_regulation  accountability  accounting  corporate_governance  corporate_finance  corporate_citizenship  CSR  risk  sustainability  climate  investment  capital_markets  industry 
may 2014 by dunnettreader
Yves Fassin - The Stakeholder Model Refined | JSTOR: Journal of Business Ethics, Vol. 84, No. 1 (Jan., 2009), pp. 113-135
The popularity of the stakeholder model has been achieved thanks to its powerful visual scheme and its very simplicity. Stakeholder management has become an important tool to transfer ethics to management practice and strategy. Nevertheless, legitimate criticism continues to insist on clarification and emphasises on the perfectible nature of the model. The ambiguity and the vagueness of the stakeholder concept are discussed from managerial and legal approaches. The impacts of two major shortcomings of the popular stakeholder framework are examined: the boundaries and the level of the firm's environment, and the ambivalent position of pressure groups and regulators. Working pragmatically, with a focus on the managerial and organisational perspective, an attempt is made to clarify the categorisations and classifications by introducing new terminology with a distinction between stakeholders, stakewatchers and stakekeepers. -- didn't download -- large references list -- confirms my allergy to stakeholders
article  jstor  corporate_governance  CSR  bibliography  EF-add 
may 2014 by dunnettreader
Heterodox Economics - Readings | HMiRN
Extensive list of books, chapters, journal articles, periodically updated since 2011 -- Contents --
1. History and Methodology of Heterodox Microeconomics
2. Critiques of Mainstream Microeconomics
3. Principles of Heterodox Microeconomic Theory
4. Theory of the Business Enterprise
5. Structure of Production and Costs of the Business Enterprise
6. Costing, Pricing, and Prices
7. Investment, Finance, and Employment
8. Households, Consumption, and Market Demand
9. Industry and Market
10. Competition
11. Corporate Governance, Market Governance, and Market Regulation
12. Social Welfare
13. Heterodox Microfoundations and Modeling the Economy
bibliography  economic_theory  economic_history  economic_models  economic_sociology  firms-theory  Labor_markets  capital  corporate_governance  corporate_finance  M&A  regulation  consumers  consumer_demand  monopolies  finance_capital  taxes  competition  investment  prices  wages  heterodox_economics  microeconomics  macroeconomics  neoclassical_economics  EF-add 
february 2014 by dunnettreader
Thomas Donaldson and Lee E. Preston - The Stakeholder Theory of the Corporation: Concepts, Evidence, and Implications | JSTOR: The Academy of Management Review, Vol. 20, No. 1 (Jan., 1995), pp. 65-91
The stakeholder theory has been advanced and justified in the management literature on the basis of its descriptive accuracy, instrumental power, and normative validity. These three aspects of the theory, although interrelated, are quite distinct; they involve different types of evidence and argument and have different implications. In this article, we examine these three aspects of the theory and critique and integrate important contributions to the literature related to each. We conclude that the three aspects of stakeholder theory are mutually supportive and that the normative base of the theory-which includes the modern theory of property rights-is fundamental. -- see bibliography on jstor information page -- didn't download -- cited by more than 150 on jstor
article  jstor  corporate_governance  busisness-ethics  legal_theory  property_rights  externalities  CSR  lit_survey  bibliography  EF-add 
february 2014 by dunnettreader
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