Found 23 article(s) for author 'Corporate Governance'

The Agency Problems of Institutional Investors

The Agency Problems of Institutional Investors. Lucian Bebchuk, Summer 2017, Paper, “Financial agency result from problems economics the dispersion between and corporate of  corporate ownership governance managers in large have publicly and long shareholders traded focused corpora- on that the Financial agency problems between corporate managers and shareholders that result from the dispersion of ownership in large publicly traded corporations. In this paper, we focus on how the rise of institutional investors over the past several decades has transformed the corporate landscape and, in turn, the governance problems of the modern corporation. The rise of institutional investors has led to increased concentration of equity ownership, with most public corporations now having a substantial proportion of their shares held by a small number of institutional investors. At the same time, these institutions are controlled by investment managers, which have their own agency problems vis-à-vis their own beneficial investors. These agency problems are the focus of our analysis.Link

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Independent Directors and Controlling Shareholders

Independent Directors and Controlling Shareholders. Lucian Bebchuk, May 2017, Paper, “This Article is part of the research of the Controlling Shareholders Project of the Harvard Law School Program on Corporate Governance. The Article was partly written while Hamdani was a visiting professor at Harvard Law School during the fall of 2015. As detailed below, during the years 2006–2008 and 2011–2012, the authors contributed to reforming Israeli corporate law in directions advocated in this Article, and this Article draws on the authors’ work and experience in connection with those reforms.Link

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The Untenable Case for Perpetual Dual-Class Stock

The Untenable Case for Perpetual Dual-Class Stock. Kobi Kastiel, Lucian Bebchuk, April 24, 2017, Paper, “We recently placed on SSRN our study, The Untenable Case for Perpetual Dual-Class Stock. The study, which will be published by the Virginia Law Review in June 2017, analyzes the substantial costs and governance risks posed by companies that go public with a long-term dual-class structure.  The long-standing debate on dual-class structure has focused on whether dual-class stock is an efficient capital structure that should be permitted at the time of initial public offering (“IPO”). By contrast, we focus on how the passage of time since the IPO can be expected to affect the efficiency of such a structure.Link

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Stock Splits to Profit Insider Trading: Lessons from an Emerging Market

Stock Splits to Profit Insider Trading: Lessons from an Emerging Market. Richard Zeckhauser, February 28, 2017, Paper, “Stock splits have long presented financial puzzles: Why are they undertaken? Why are they associated with abnormal returns? Abnormal returns, particularly those coming shortly before a split’s announcement date, should raise strong suspicions of insider trading, particularly in nations with weak regulatory structures. We examined the 718 split events in the emerging stock market of Vietnam from 2007 through 2011. We found evidence consistent with illegal insider trading, particularly in firms that were vulnerable to insider manipulation and, therefore, more likely to split their stocks. When vulnerable firms’ stocks did split, they provided significant excess short-term returns.Link

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Monetary Liability for Breach of the Duty of Care?

Monetary Liability for Breach of the Duty of Care? Holger Spamann, September 2015, Paper, “This paper clarifies why optimal corporate governance generally excludes monetary liability for breach of directors’ and managers’ fiduciary duty of care. In principle, payments predicated on judicial evaluations of directors’ and managers’ business decisions could usefully supplement payments predicated on stock prices or accounting figures in the provision of performance incentives. In particular, the optimally adjusted combination of standard performance pay and tailored partial liability could impose less risk on directors and managers, and provide better risk-taking incentives, than standard performance pay alone. This paper shows this in a formal model summarizing well-known results.Link

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Interview with Dr. Robert Eccles on Sustainability, Data, and ESG Innovations

Interview with Dr. Robert Eccles on Sustainability, Data, and ESG Innovations. Robert Eccles, August 11, 2015, Video, “Dr. Robert Eccles, Professor of Management Practice at Harvard Business School, discusses the importance of sustainability, the trends behind Environmental, Social, and Corporate Governance (ESG) reporting and data sets, and the latest innovations that are helping investors better understand the implications and potential materiality of ESG issues within their investments.Link

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Corporate Governance 2.0 – We need to return to first principles rather than meander toward “best practices.”

Corporate Governance 2.0 – We need to return to first principles rather than meander toward “best practices. Guhan Subramanian, March 2015, Paper. “Although corporate governance is a hot topic in boardrooms today, it is a relatively new field of study. Its roots can be traced back to the seminal work of Adolf Berle and Gardiner Means in the 1930s, but the field as we now know it emerged only in the 1970s. Achieving best practices has been hindered by a patchwork system of regulation, a mix of public and private policy makers, and the lack of an accepted metric for determining what constitutes successful corporate governance.Link

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The Role of the Corporation in Society: An Alternative View and Opportunities for Future Research

The Role of the Corporation in Society: An Alternative View and Opportunities for Future Research. George Serafeim, May 5, 2014, Paper. “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…” Link Verified October 11, 2014

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Corporate Reporting in the Big Data Era

Corporate Reporting in the Big Data Era. George Serafeim, April 29, 2014, Opinion. “Advancements in information technology can improve corporate communication with shareholders, but not through incessant data dumps. Instead, companies will more likely be poised for continued success if they use digital platforms for long-term oriented engagement and communication in the context of our changing global economy. This is characterized by increased demand for corporate transparency, heightened global competition leading to customer mobility, and resource scarcity that raises the importance of innovation in…” Link Verified October 11, 2014

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Structural Corporate Degradation Due to Too-Big-To-Fail Finance

Structural Corporate Degradation Due to Too-Big-To-Fail Finance. Mark Roe, April 9, 2014, Paper. “Corporate governance incentives at too-big-to-fail financial firms deserve systematic examination. For industrial conglomerates that have grown too large to be efficient, internal and external corporate structural pressures push to resize the firm. External activists press the firm to restructure to raise its stock market value. Inside the firm, boards and managers see that the too-big firm can be more efficient and more profitable if restructured via spin-offs and sales…” Link verified June 19, 2014

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