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Corporate Control (corporate + control)
Selected AbstractsBoard Monitoring, Regulation, and Performance in the Banking Industry: Evidence from the Market for Corporate ControlCORPORATE GOVERNANCE, Issue 5 2010Jens Hagendorff ABSTRACT Manuscript Type: Empirical Research Question/Issue: The specific monitoring effect of boards of directors versus industry regulation is unclear. In this paper, we examine how the interaction between bank-level monitoring and regulatory regimes influences the announcement period returns of acquiring banks in the US and twelve European economies. Research Findings/Insights: We study three board monitoring mechanisms , independence, CEO-chair duality, and diversity , and analyze their effectiveness in preventing underperforming merger strategies under bank regulators of varying strictness. Only under strict banking regulation regimes, do board independence and diversity improve acquisition performance. In less strict regulatory environments, corporate governance is virtually irrelevant in improving the performance outcomes of merger activities. Theoretical/Academic Implications: Our results indicate a complementary role between monitoring by boards and bank regulation. This study is the first to report evidence consistent with complementarity by investigating the effectiveness (rather than the prevalence) of governance arrangements across regulatory regimes. Practitioner/Policy Implications: Our work offers insights to policymakers charged with improving the quality of decision-making at financial institutions. Attempts to improve the ability of bank boards to critically assess managerial initiatives are most likely to be successful if internal governance is accompanied by strict industry regulation. [source] Governance and the Market for Corporate Control , By John L. TeallCORPORATE GOVERNANCE, Issue 5 2007Professor Marc Goergen No abstract is available for this article. [source] Private Equity, Corporate Governance, and the Reinvention of the Market for Corporate ControlJOURNAL OF APPLIED CORPORATE FINANCE, Issue 3 2008Karen H. Wruck In the early 1980s, during the first U.S. wave of debt-financed hostile takeovers and leveraged buyouts, finance professors Michael Jensen and Richard Ruback introduced the concept of the "market for corporate control" and defined it as "the market in which alternative management teams compete for the right to manage corporate resources." Since then, the dramatic expansion of the private equity market, and the resulting competition between corporate (or "strategic") and "financial" buyers for deals, have both reinforced and revealed the limitations of this old definition. This article explains how, over the past 25 years, the private equity market has helped reinvent the market for corporate control, particularly in the U.S. What's more, the author argues that the effects of private equity on the behavior of companies both public and private have been important enough to warrant a new definition of the market for corporate control,one that, as presented in this article, emphasizes corporate governance and the benefits of the competition for deals between private equity firms and public acquirers. Along with their more effective governance systems, top private equity firms have developed a distinctive approach to reorganizing companies for efficiency and value. The author's research on private equity, comprising over 20 years of interviews and case studies as well as large-sample analysis, has led her to identify four principles of reorganization that help explain the success of these buyout firms. Besides providing a source of competitive advantage to private equity firms, the management practices that derive from these four principles are now being adopted by many public companies. And, in the author's words, "private equity's most important and lasting contribution to the global economy may well be its effect on the world's public corporations,those companies that will continue to carry out the lion's share of the world's growth opportunities." [source] Institutional Change and the Social Sources of American Economic Empire: Beyond Stylised FactsPOLITICAL STUDIES REVIEW, Issue 1 2007Leonard Seabrooke The three volumes commented on here present some of the very best political economy and economic sociology scholarship on change within the US economy, as well as US-led changes in the international political economy. This review article seeks to identify the key contributions made by these works and how they improve our understanding of institutional change within the US economy. At a time when international relations and political science is populated by critiques of US empire, this article submits that understanding the ,economic taproot' of US power is essential in exposing its enduring character and weaknesses. Gourevitch, P. A. and Shinn, J. J. (2005) Political Power and Corporate Control: The New Global Politics of Corporate Governance. Princeton NJ: Princeton University Press. Sinclair, T. J. (2005) The New Masters of Capital: American Bond Rating Agencies and the Politics of Creditworthiness. Ithaca NY: Cornell University Press. Whitford, J. (2005) The New Old Economy: Networks, Institutions, and the Organizational Transformation of American Manufacturing. Oxford: Oxford University Press. [source] Contesting "Corporate Value" Through Takeover Bids in JapanCORPORATE GOVERNANCE, Issue 1 2007D. Hugh Whittaker Livedoor's attempted takeover of Nippon Broadcasting System in February 2005 marked a watershed in the history of mergers and acquisitions in Japan. The drama was played out in public, changing popular perceptions, influencing policy makers and sending managers scurrying to debate and erect legitimate defence measures in case they themselves should be targeted. Tensions on the investor relations interface were not subsequently reversed by Livedoor's equally dramatic demise. The article considers the rise of takeover bids in Japan, responses to it, and their significance for corporate control and governance, as well as for the "community firm". [source] Price Differentials between Dual-class Stocks: Voting Premium or Liquidity Discount?EUROPEAN FINANCIAL MANAGEMENT, Issue 3 2003Robert Neumann G32; G34 Abstract A series of papers suggest that private benefits can explain the price differentials between stock classes carrying different voting rights. However, in Denmark the premium is negative for several firms over long periods. This indicates that in the absence of takeover contests, where the voting right becomes crucial in a transfer of corporate control, the price differential in stock classes with identical dividend rights is more likely to reflect investors' liquidity risks. Whereas the existing literature tends to focus primarily on corporate control-related explanations, this paper documents the impact of liquidity on price spreads between dual-class shares. [source] Investor Protections and Concentrated Ownership: Assessing Corporate Control Mechanisms in the NetherlandsGERMAN ECONOMIC REVIEW, Issue 2 2004Robert Chirinko Corporate governance; legal approach; the Netherlands Abstract. The Berle,Means problem , information and incentive asymmetries disrupting relations between knowledgeable managers and remote investors , has remained a durable issue engaging researchers since the 1930s. However, the Berle,Means paradigm , widely dispersed, helpless investors facing strong, entrenched managers , is under stress in the wake of the cross-country evidence presented by La Porta, Lopez-de-Silanes, Shleifer and Vishny, and their legal approach to corporate control. This paper continues to investigate the roles of investor protections and concentrated ownership by examining firm behaviour in the Netherlands. Our within-country analysis generates two key results. First, the role of investor protections emphasized in the legal approach is not sustained. Rather, firm performance is enhanced when the firm is freed of equity market constraints. Second, ownership concentration does not have a discernible impact on firm performance, which may reflect large shareholders' dual role in lowering the costs of managerial agency problems but raising the agency costs of expropriation. [source] Private equity and HRM in the British business systemHUMAN RESOURCE MANAGEMENT JOURNAL, Issue 3 2007Ian Clark Who owns the firm? Do changes in owner matter? Will change affect the operational and strategic role of the HR function? For some, the answer will be no precisely because mergers and acquisitions, takeovers, buyouts and privatisations are central activities for a British-based business where short-term value for shareholders and financial engineering are key management objectives that structure and inform the work of HR professionals. For other readers, the answer may well be yes; ownership and owner strategies do matter, particularly if a firm is acquired by a relatively new actor in the market for corporate control , the private equity firm. [source] Changes in Korean Corporate Governance: A Response to CrisisJOURNAL OF APPLIED CORPORATE FINANCE, Issue 1 2008E. Han Kim In the last months of 1997, the value of the Korean currency lost over half its value against the dollar, and the ruling party was swept from power in presidential elections. One of the fundamental causes of this national economic crisis was the widespread failure of Korean companies to earn their cost of capital, which contributed to massive shareholder losses and calls for corporate governance reform. Among the worst performers, and hence the main targets of governance reform, were family-controlled Korean business groups known as chaebol. Besides pursuing growth and size at the expense of value, such groups were notorious for expropriating minority shareholders through "tunneling" activities and other means. The reform measures introduced by the new administration were a mix of market-based solutions and government intervention. The government-engineered, large-scale swaps of business units among the largest chaebol,the so-called "big deals" that were designed to force each of the groups to identify and specialize in a core business,turned out to be failures, with serious unwanted side effects. At the same time, however, new laws and regulations designed to increase corporate transparency, oversight, and accountability have had clearly positive effects on Korean governance. Thanks to reductions in barriers to foreign ownership of Korean companies, such ownership had risen to about 37% at the end of 2006, up from just 13% ten years earlier. And in addition to the growing pressure for better governance from foreign investors, several newly formed Korean NGOs have pushed for increased transparency and accountability, particularly among the largest chaebol. The best governance practices in Korea today can be seen mainly in three kinds of corporations: (1) newly privatized companies; (2) large corporations run by professional management; and (3) banks with substantial equity ownership in the hands of foreign investors. The improvements in governance achieved by such companies,notably, fuller disclosure, better alignment of managerial incentives with shareholder value, and more effective oversight by boards,have enabled many of them to meet the global standard. And the governance policies and procedures of POSCO, the first Korean company to list on the New York Stock Exchange,as well as the recent recipient of a large equity investment by Warren Buffett,are held up as a model of best practice. At the other end of the Korean governance spectrum, however, there continue to be many large chaebol-affiliated or family-run companies that have resisted such reforms. And aided by the popular resistance to globalization, the lobbying efforts of such firms have succeeded not only in reducing the momentum of the Korean governance reform movement, but in reversing some of the previous gains. Most disturbing is the current push to allow American style anti-takeover devices, which, if successful, would weaken the disciplinary effect of the market for corporate control. [source] Private Equity, Corporate Governance, and the Reinvention of the Market for Corporate ControlJOURNAL OF APPLIED CORPORATE FINANCE, Issue 3 2008Karen H. Wruck In the early 1980s, during the first U.S. wave of debt-financed hostile takeovers and leveraged buyouts, finance professors Michael Jensen and Richard Ruback introduced the concept of the "market for corporate control" and defined it as "the market in which alternative management teams compete for the right to manage corporate resources." Since then, the dramatic expansion of the private equity market, and the resulting competition between corporate (or "strategic") and "financial" buyers for deals, have both reinforced and revealed the limitations of this old definition. This article explains how, over the past 25 years, the private equity market has helped reinvent the market for corporate control, particularly in the U.S. What's more, the author argues that the effects of private equity on the behavior of companies both public and private have been important enough to warrant a new definition of the market for corporate control,one that, as presented in this article, emphasizes corporate governance and the benefits of the competition for deals between private equity firms and public acquirers. Along with their more effective governance systems, top private equity firms have developed a distinctive approach to reorganizing companies for efficiency and value. The author's research on private equity, comprising over 20 years of interviews and case studies as well as large-sample analysis, has led her to identify four principles of reorganization that help explain the success of these buyout firms. Besides providing a source of competitive advantage to private equity firms, the management practices that derive from these four principles are now being adopted by many public companies. And, in the author's words, "private equity's most important and lasting contribution to the global economy may well be its effect on the world's public corporations,those companies that will continue to carry out the lion's share of the world's growth opportunities." [source] Corporate Governance and Financial Constraints on Strategic Turnarounds*JOURNAL OF MANAGEMENT STUDIES, Issue 3 2006Igor Filatotchev abstract The paper extends the Robbins and Pearce (1992) two-stage turnaround response model to include governance factors. In addition to retrenchment and recovery, the paper proposes the addition of a realignment stage, referring specifically to the realignment of expectations of principal and agent groups. The realignment stage imposes a threshold that must be crossed before the retrenchment and hence recovery stage can be entered. Crossing this threshold is problematic to the extent that the interests of governance-stakeholder groups diverge in a crisis situation. The severity of the crisis impacts on the bases of strategy contingent asset valuation leading to the fragmentation of stakeholder interests. In some cases the consequence may be that management are prevented from carrying out turnarounds by governance constraints. The paper uses a case study to illustrate these dynamics, and like the Robbins and Pearce study, it focuses on the textile industry. A longitudinal approach is used to show the impact of the removal of governance constraints. The empirical evidence suggests that such financial constraints become less serious to the extent that there is a functioning market for corporate control. Building on governance research and turnaround literature, the paper also outlines the general case necessary and sufficient conditions for successful turnarounds. [source] Boards of Directors and Shark Repellents:Assessing the Value of an Agency Theory PerspectiveJOURNAL OF MANAGEMENT STUDIES, Issue 3 2000Steven A. Frankforter Because shark repellents decrease the vulnerability of firms (and their incumbent managers) to the market for corporate control, the decision to adopt these devices represents an excellent test of agency theory. In this empirical study, we examined the relationships between the adoption of shark repellents and several mechanisms that, according to agency theory, should align the interests of corporate board members and shareholders and/or make directors more effective monitors of management behaviour. Of the variables included, only board stock ownership (especially by employee directors) was linked to a reduced propensity to adopt shark repellents in the predicted manner. Two variables not immediately as- sociated with agency theory , the proportion of inside directors appointed by the incumbent chief executive officer (CEO) and a lower ratio of CEO compensation to the compensation of other top executives , were linked to higher rates of shark repellent adoption. Given that agency theory explains relatively little of the variance in shark repellent adoption, we advocate serious consideration of other theoretical formulations for corporate governance, including two approaches , stewardship theory and agent morality , that take the moral (,other regarding') obligations of directors seriously. [source] Top executive turnovers: Separating decision and control rightsMANAGERIAL AND DECISION ECONOMICS, Issue 1 2005Robert Neumann This paper examines the relationship between performance and top executive turnovers using a sample of 81 turnovers and matching companies listed on the Copenhagen Stock Exchange. We find that poor market performance increases the probability of management replacements and that forced layoffs are value-increasing events while voluntary resignations are value-decreasing events. Large shareholders as active monitors, or part of corporate control, are not exhibited in the results. If large shareholders have any influence on CEO turnovers it is not revealed in our data. Indeed, separating control rights from decision rights does not appear to affect managerial turnovers. Copyright © 2004 John Wiley & Sons, Ltd. [source] Are Friendly Acquisitions Too Bad for Shareholders and Managers?BRITISH JOURNAL OF MANAGEMENT, Issue S1 2006Friendly Acquirers, Long-Term Value Creation, Top Management Turnover in Hostile The well-documented failure of the majority of acquisitions to create value is often identified in popular discussion with hostile acquisitions, whereas friendly acquirers seem to get a friendly press. The relative performance of friendly and hostile acquirers therefore warrants a rigorous empirical investigation. Clear evidence of superior value creation in hostile over friendly acquisitions allows us to judge the efficacy of the market for corporate control. In this article we examine the long-term shareholder wealth performance of four types of acquirers , friendly bidder, hostile bidder, white knight and hostile bidder facing a white knight or another hostile bidder. For a sample of 519 acquisitions of UK target firms during 1983,1995, we estimated the three-year post-acquisition gains to acquirer shareholders and found that hostile acquirers deliver significantly higher shareholder value than friendly acquirers. We found that friendly acquirers with high stock-market ratings destroyed more value than hostile acquirers with a similar rating. Friendly acquirer top managers suffered greater job losses than those of hostile acquirers, perhaps paying the price for their inferior value-creation performance. Our study provides evidence of the superior value-creation performance of hostile acquirers and makes the case against takeover regulatory rules that may impede hostile takeovers. [source] Commerce with a conscience: corporate control and academic investmentBUSINESS ETHICS: A EUROPEAN REVIEW, Issue 4 2001Diane Huberman-Arnold Corporations have been investing in academia to an extent that could be classified as a corporate takeover of universities. Intra-university critics see this as an ethical problem, because of the degree of business control over university policies and decisions which accompanies the funding. University critics rarely suggest that the corporate funding be given up, returned, or even limited. What they protest against is corporate control, which they see as threatening university autonomy, and as inimical to the public good. Multi-university conferences have been held focusing on this problem, and the most serious solution proposed thus far is to construct a relevant code of ethics regulating and limiting corporate involvement, through standards and guidelines which corporations will then have to subscribe to, in order to fund universities. However, there is a conflict of interest here. Universities have a public trust and a fiduciary duty not to compromise education. This implies a covenant not to cede power to outside interests, not to use university resources, or faculty and students, as a means to an educationally irrelevant end. Universities cannot sell out. However, it seems equally dishonest not to offer their students a well-funded first-rate, quality education in applied fields with current skills, maximum research opportunity, and the corporate ties that would allow them to obtain jobs. We examine three cases showing errors made by universities in ceding control to corporate investment, and draw some policy conclusions. [source] | |||||||||||||||||||||||||