The governance system that a company adopts is not independent of its environment. Instead, it is shaped by a variety of factors inherent to the business setting.
This Quick Guide explains the factors that shape governance systems around the world. It also provides an overview of governance systems in selected countries.
It answers the questions:
• Why do governance systems vary?
• How important are capital markets?
• What is the impact of legal tradition?
• Why do accounting standards matter?
• How do societal values shape governance?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
The recipient of a juris doctor from the University of Illinois-John Marshall Law School in Illinois, Robert Heist is the owner and principal attorney at R. Connor & Associates, P.C. and the Chairman of the Board at Hershey Trust Company and leading the way with corporate governance as a NACD Governance Fellow. Attorney Robert Heist has practiced in the area of general corporate laws, including corporate governance, corporate compliance, and mergers and acquisitions.
Introduction to Corporate Governance Sep 17 2011Demir Yener
Introductory remarks on good corporate governance practices and implications on board performance and rights and responsibilities for Mongolian directors.
This presentation talks about meaning of Corporate Governance, models of corporate Governance. It includes Anglo-American, German, Japanese Model of governance.
Go through to know more about the CG & Business Models.
The recipient of a juris doctor from the University of Illinois-John Marshall Law School in Illinois, Robert Heist is the owner and principal attorney at R. Connor & Associates, P.C. and the Chairman of the Board at Hershey Trust Company and leading the way with corporate governance as a NACD Governance Fellow. Attorney Robert Heist has practiced in the area of general corporate laws, including corporate governance, corporate compliance, and mergers and acquisitions.
Introduction to Corporate Governance Sep 17 2011Demir Yener
Introductory remarks on good corporate governance practices and implications on board performance and rights and responsibilities for Mongolian directors.
This presentation talks about meaning of Corporate Governance, models of corporate Governance. It includes Anglo-American, German, Japanese Model of governance.
Go through to know more about the CG & Business Models.
Role of board of directors -Corporate GovernanceRehan Ehsan
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
The board of directors plays a central role in the corporate governance system. All countries require that publicly listed companies have a board. While their attributes vary across nations, they universally share common responsibilities.
This Quick Guide provides an introduction to the roles and responsibilities of the board of directors.
It answers the questions:
• What is the purpose of a board?
• How does a board function?
• What does it mean to be “independent”?
• What are the legal and fiduciary requirements?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
CH- 3 CONCEPTUAL FRAMEWORK OF CORPORATE GOVERNANCE Bibek Prajapati
CH- 3 CONCEPTUAL FRAMEWORK OF CORPORATE GOVERNANCE
FOR CS PROFESSONAL, CA, CMA
Definitions of Corporate Governance
• ICSI Principles of Corporate Governance
• Need for Corporate Governance
• Theories of Corporate Governance
• Evolution and Development of Corporate Governance
• Elements of Good Corporate Governance
The root of the word Governance is from ‘gubernate’, which means to steer. Corporate governance would mean to steer an organization in the desired direction. The responsibility to steer lies with the board of directors/governing board.
• Kautilya’s Arthashastra maintains that for good governance, all administrators, including the king were considered servants of the people. Good governance and stability were completely linked. There is stability if leaders are responsive, accountable and removable. These tenets hold good even today.
• Corporate Governance Basic theories: Agency Theory; Stock Holder Theory; Stake Holder Theory; Stewardship Theory
OECD has defined corporate governance to mean “A system by which business corporations are directed and controlled”. Corporate governance structure specifies the distribution of rights and responsibilities among different participants in the company such as board, management, shareholders and other stakeholders; and spells out the rules and procedures for corporate decision making. By doing this, it provides the structure through which the company’s objectives are set along with the means of attaining these objectives as well as for monitoring performance.
Role of board of directors -Corporate GovernanceRehan Ehsan
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
The board of directors plays a central role in the corporate governance system. All countries require that publicly listed companies have a board. While their attributes vary across nations, they universally share common responsibilities.
This Quick Guide provides an introduction to the roles and responsibilities of the board of directors.
It answers the questions:
• What is the purpose of a board?
• How does a board function?
• What does it mean to be “independent”?
• What are the legal and fiduciary requirements?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
CH- 3 CONCEPTUAL FRAMEWORK OF CORPORATE GOVERNANCE Bibek Prajapati
CH- 3 CONCEPTUAL FRAMEWORK OF CORPORATE GOVERNANCE
FOR CS PROFESSONAL, CA, CMA
Definitions of Corporate Governance
• ICSI Principles of Corporate Governance
• Need for Corporate Governance
• Theories of Corporate Governance
• Evolution and Development of Corporate Governance
• Elements of Good Corporate Governance
The root of the word Governance is from ‘gubernate’, which means to steer. Corporate governance would mean to steer an organization in the desired direction. The responsibility to steer lies with the board of directors/governing board.
• Kautilya’s Arthashastra maintains that for good governance, all administrators, including the king were considered servants of the people. Good governance and stability were completely linked. There is stability if leaders are responsive, accountable and removable. These tenets hold good even today.
• Corporate Governance Basic theories: Agency Theory; Stock Holder Theory; Stake Holder Theory; Stewardship Theory
OECD has defined corporate governance to mean “A system by which business corporations are directed and controlled”. Corporate governance structure specifies the distribution of rights and responsibilities among different participants in the company such as board, management, shareholders and other stakeholders; and spells out the rules and procedures for corporate decision making. By doing this, it provides the structure through which the company’s objectives are set along with the means of attaining these objectives as well as for monitoring performance.
The G7's precursor was the 'Group of Six'. It was founded ad hoc in 1975, consisting of finance ministers and central bank governors from France, West Germany, Italy, Japan, the United Kingdom and the United States.
The G7 countries represent more than 64% of the net global wealth ($263 trillion). A net national wealth and a very high Human Development Index are the main requirements to be a member of this group.
The G7 countries also represent the 46% of the global GDP evaluated at market exchange rates and the 32% of the global purchasing power parity GDP.
The organization was originally founded to facilitate shared macroeconomic initiatives by its members in response to the collapse of the exchange rate 1971, during the time of the Nixon Shock, the 1970s energy crisis and the ensuing recession.
To identify and work together on issues pertaining to security ,economies , climate change , Peace, geo political issues.
Develop framework for regulation for the above issues.
Global Carbon Budget (http://www.globalcarbonproject.org/carbonbudget/)
Global carbon dioxide emissions from burning fossil fuels and cement production continue to grow at a high pace
* Global CO2 emissions from burning fossil fuel and cement production grew 2.3 per cent to a record high of 36 billion tonnes CO2 in 2013. Emissions from deforestation remain low in comparison, at 3.3 billion tonnes CO2 in 2013, accounting for 8% of total emissions.
* Fossil fuel CO2 emissions are projected to increase 2.5% in 2014, bringing the total CO2 emissions from all sources above 40 billion tonnes CO2.
* Fossil fuel emissions in the last ten years grew at 2.5% per year on average, lower than the growth rate in the 2000s (3.3%) but higher than the growth rate in the 1990s (1%). The declining growth rate in recent years is associated with lower GDP growth compared to the 2000s, particularly in China.
* Fossil fuel emissions track the high end of emissions scenarios used by the IPCC to project climate change, due to smaller improvements in carbon intensity of GDP than expected in most scenarios, and continued GDP growth.
* Given current projection of the World GDP, emissions are expected to grow further in the absence of more stringent mitigation.
* The largest emitters were China, USA, EU28 and India, together accounting for 58% of the global emissions and 80% of the growth in 2013 (top 20 emitters provided below). Key results for the top four emitters are:
- Chinese emissions grew at 4.2%, the lowest level since the 2007-2008 because of weaker economic growth and improvements in the carbon intensity of the economy.
- USA emission increased 2.9% in 2013 due to a rebound in coal consumption, reversing the declining trend in emissions since 2008.
- Indian emissions grew at 5.1% caused by robust economic growth and an increase in the carbon intensity of the economy.
- EU28 emissions decreased 1.8% on the back of a weak economy and emission decreases in some countries offsetting a return to coal led by Poland, Germany, Finland.
Basic understanding of Cross-Border M&A
Mai Doan
20 May 2014
Why use M&A strategy?
From the buyer side:
To enter a new market
To have network foundation
To secure control over the business
Why use M&A strategy?
From the seller side:
<49%:>49%: because they can!!!
100%: to retire, get the cash and move to another business
How do they do that?
Horizontal acquisition: same industry
M&A between companies in the same industry
Vertical acquisition: in the supply chain
M&A between companies in different stages of the supply chain or distribution channels.
Related acquisition: related industry
M&A between companies in highly related industries.
Wait, so what is M&A?
M&A= Merge and Acquisition
Just another corporate strategy?
(There are different levels in an M&A transaction based on how it is done.)
Merge: Company A and Company B are willing to comes together co-equal basis.
Acquisition: Company A buys Company B’s stock in order to have management control.
Take over: Company B could not resist being hostile take over by Company A.
How about cross-border M&A?
Still exactly the same thing but more complicated because:
It’s a cross-border transaction.
Legal barriers are more complex.
The gap between business cultures is larger.
And so many other things needed to be considered.
For those who are still being confused out there, cross-border M&A is a concept in which…
It’s an international “marriage” between two companies to form a “family”.
The two parties will be responsible for the “family” finance and management strategies.
The two parties will share the profit/loss accordingly.
Cross-border M&A between Japan and Vietnam in 2013-2014
Here is just a review
Cross-border M&A really helps to overcoming entry barriers into new market.
It also saves cost but adds more skills and capability for new product development.
And it definitely create added-value and reshapes your competitive scope.
Thank you!!!
The concept of M&A and all the “tricks” along with it have been written in piles and piles of books. Please note this presentation serve the purpose to simplify the idea of cross-border M&A for a clueless person like myself. Hope it helps to introduce you to this fun and exciting remarks of the finance industry. I’m looking forward to having more to add on this topic. Anyhow, good luck!!!
Recent trends show that in spite of economic uncertainties cross border merger and acquisitions are gaining importance and considered to be a vital tool for growth. Read on to understand all about cross border mergers and acquisitions with the help of an case study.
The Easiest way to understand International taxation , Concept of Double taxation and its avoidance agreements (DTAA) and its types . Tax implication of activities of foreign enterprise in India: Mode of entry and taxation respectively.
Paul Ostling presentation about State -Controlled Entities.
Conflicts of interests between the large shareholders and the minority shareholders are likely to influence the success of privatization.
Authored by: David F. Larcker, Bradford Lynch, Brian Tayan, and Daniel J. Taylor, June 29, 2020
Investors rely on corporate disclosure to make informed decisions about the value of companies they invest in. The COVID-19 pandemic provides a unique opportunity to examine disclosure practices of companies relative to peers in real time about a somewhat unprecedented shock that impacted practically every publicly listed company in the U.S. We examine how companies respond to such a situation, the choices they make, and how disclosure varies across industries and companies.
We ask:
• What motivates some companies to be forthcoming about what they are experiencing, while others remain silent?
• Do differences in disclosure reflect different degrees of certitude about how the virus would impact businesses, or differences in management perception of its obligations to shareholders?
• What insights will companies learn to prepare for future outlier events?
Authored by: avid F. Larcker, Brian Tayan, CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), April 2020
This Research Spotlight provides a summary of the academic literature on board composition, quality, and turnover. It reviews the evidence of:
The appointment of outside CEOs as directors
The importance of industry expertise to performance
The relation between director skills and performance
The stock market reaction to director resignations
Whether directors are penalized for poor oversight
This Research Spotlight expands upon issues introduced in the Quick Guide Board of Directors: Selection, Compensation, and Removal.
David F. Larcker and Brian Tayan, April 21, 2020, Stanford Closer Look Series
Little is known about the process by which pre-IPO companies select independent, outside board members—directors unaffiliated with the company or its investors. Private companies are not required to disclose their selection criteria or process, and are not required to satisfy the regulatory requirements for board members set out by public listing exchanges. In this Closer Look, we look at when, why, and how private companies add their first independent, outside director to the board.
We ask:
• Why do pre-IPO companies rely on very different criteria and processes to recruit outside directors than public companies do?
• What does this teach us about governance quality?
• How important are industry knowledge and managerial experience to board oversight?
• How important are independence and monitoring?
• Does a tradeoff exist between engagement and fit on the one hand and independence on the other?
Authored by David F. Larcker and Brian Tayan, April 1, 2020, Stanford Closer Look Series
We examine the size, structure, and demographic makeup of the C-suite (the CEO and the direct reports to the CEO) in each of the Fortune 100 companies as of February 2020. We find that women (and, to a lesser extent, racially diverse executives) are underrepresented in C-suite positions that directly feed into future CEO and board roles. What accounts for this distribution?
By John D. Kepler, David F. Larcker, Brian Tayan, and Daniel J. Taylor, January 28, 2020
Corporate executives receive a considerable portion of their compensation in the form of equity and, from time to time, sell a portion of their holdings in the open market. Executives nearly always have access to nonpublic information about the company, and routinely have an information advantage over public shareholders. Federal securities laws prohibit executives from trading on material nonpublic information about their company, and companies develop an Insider Trading Policy (ITP) to ensure executives comply with applicable rules. In this Closer Look we examine the potential shortcomings of existing governance practices as illustrated by four examples that suggest significant room for improvement.
We ask:
• Should an ITP go beyond legal requirements to minimize the risk of negative public perception from trades that might otherwise appear suspicious?
• Why don’t all companies make the terms of their ITP public?
• Why don’t more companies require the strictest standards, such as pre-approval by the general counsel and mandatory use of 10b5-1 plans?
• Does the board review trades by insiders on a regular basis? What conversation, if any, takes place between executives and the board around large, single-event sales?
Short summary
We identify potential shortcomings in existing governance practices around the approval of executive equity sales. Why don’t more companies require stricter standards to lessen suspicion around insider equity sales activity? Do boards review trades by insiders on a regular basis?
By David F. Larcker, Brian Tayan
Core Concepts Series. Corporate Governance Research Initiative,
A roadmap to understanding the fundamental concepts of corporate governance based on theory, empirical research, and data. This guide takes an in-depth look at the Principles of Corporate Governance.
Authors: David F. Larcker and Brian Tayan, Stanford Closer Look Series, November 25, 2019
Among the controversies in corporate governance, perhaps none is more heated or widely debated across society than that of CEO pay. The views that American citizens have on CEO pay is centrally important because public opinion influences political decisions that shape tax, economic, and regulatory policy, and ultimately determine the standard of living of average Americans. This Closer Look reviews survey data of the American public to understand their views on compensation. We ask:
• How can society’s understanding of pay and value creation be improved and the controversy over CEO pay resolved?
• How should the level of CEO pay rise with complexity and profitability, particularly among America’s largest corporations?
• Should pay be reformed in the boardroom, or should high pay be addressed solely through the tax code?
• Are negative views of CEO pay driven by broad skepticism and lack of esteem for CEOs? Or do high pay levels themselves contribute to low regard for CEOs?
By David F. Larcker and Brian Tayan
CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, November 2019.
In fall 2019, the Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of In October 2019, the Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of 3,062 individuals—representative by age, race, political affiliation, household income, and state residence—to understand the American population’s views on current and proposed tax policies.
Key findings include:
--Tax rates for high-income earners are about right
--Majority favor a wealth tax … but not if it harms the economy
--Americans do not want to set limits on personal wealth
--Americans do not believe in a right to universal basic income
--Trust in the ability of the U.S. government to spend tax dollars effectively is low
--Americans believe in higher taxes for corporations who pay their CEO large dollar amounts
--Little appetite exists to break up “big tech”
By David F. Larcker, Brian Tayan, Dottie Schindlinger and Anne Kors, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance and the Diligent Institute, November 2019
New research from the Rock Center for Corporate Governance at Stanford University and the Diligent Institute finds that corporate directors are not as shareholder-centric as commonly believed and that companies do not put the needs of shareholders significantly above the needs of their employees or society at large. Instead, directors pay considerable attention to important stakeholders—particularly their workforce—and take the interests of these groups into account as part of their long-term business planning.
• While directors are largely satisfied with their ESG-related efforts, they do not believe the outside world understands or appreciates the work they do.
• Directors recognize that tensions exist between shareholder and stakeholder interests. That said,
most believe their companies successfully balance this tension.
• In general, directors reject the view that their companies have a short-term investment horizon in
running their businesses.
In the summer of 2019, the Diligent Institute and the Rock Center for Corporate Governance at Stanford University surveyed nearly 200 directors of public and private corporations globally to better understand how they balance shareholder and stakeholder needs.
by David F. Larcker and Brian Tayan, Stanford Closer Look Series, October 7, 2019
A reliable system of corporate governance is considered to be an important requirement for the long-term success of a company. Unfortunately, after decades of research, we still do not have a clear understanding of the factors that make a governance system effective. Our understanding of governance suffers from 1) a tendency to overgeneralize across companies and 2) a tendency to refer to central concepts without first defining them. In this Closer Look, we examine four central concepts that are widely discussed but poorly understood.
We ask:
• Would the caliber of discussion improve, and consensus on solutions be realized, if the debate on corporate governance were less loosey-goosey?
• Why can we still not answer the question of what makes good governance?
• How can our understanding of board quality improve without betraying the confidential information that a board discusses?
• Why is it difficult to answer the question of how much a CEO should be paid?
• Are U.S. executives really short-term oriented in managing their companies?
David F. Larcker, Brian Tayan, Vinay Trivedi, and Owen Wurzbacher, Stanford Closer Look Series, July 2, 2019
Currently, there is much debate about the role that non-investor stakeholder interests play in the governance of public companies. Critics argue that greater attention should be paid to the interest of stakeholders and that by investing in initiatives and programs to promote their interests, companies will create long-term value that is greater, more sustainable, and more equitably shared among investors and society. However, advocacy for a more stakeholder-centric governance model is based on assumptions about managerial behavior that are relatively untested. In this Closer Look, we examine survey data of the CEOs and CFOs of companies in the S&P 1500 Index to understand the extent to which they incorporate stakeholder needs into the business planning and long-term strategy, and their view of the costs and benefits of ESG-related programs.
We ask:
• What are the real costs and benefits of ESG?
• How do companies signal to constituents that they take ESG activities seriously?
• How accurate are the ratings of third-party providers that rate companies on ESG factors?
• Do boards understand the short- and long-term impact of ESG activities?
• Do boards believe this investment is beneficial for the company?
By David F. Larcker, Brian Tayan, Vinay Trivedi and Owen Wurzbacher, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, July 2019
In spring 2019, the Rock Center for Corporate Governance at Stanford University surveyed 209 CEOs and CFOs of companies included in the S&P 1500 Index to understand the role that stakeholder interests play in long-term corporate planning.
Key Findings
• CEOs Are Divided On Whether Stakeholder Initiatives Are A Cost or Benefit to the Company
• Companies Tout Their Efforts But Believe the Public Doesn’t Understand Them
• Blackrock Advocates … But Has Little Impact
By David F. Larcker, Brian Tayan
Core Concepts Series. Corporate Governance Research Initiative, June 2019
A roadmap to understanding the fundamental concepts of corporate governance based on theory, empirical research, and data. This guide will take an in-depth look at Shareholders and Activism.
By Brandon Boze, Margarita Krivitski, David F. Larcker, Brian Tayan, and Eva Zlotnicka
Stanford Closer Look Series
May 23, 2019
Recently, there has been debate among corporate managers, board of directors, and institutional investors around how best to incorporate ESG (environmental, social, and governance) factors into strategic and investment decision-making processes. In this Closer Look, we examine a framework informed by the experience of ValueAct Capital and include case examples.
We ask:
• What is the investment horizon prevalent among most companies today?
• Do companies miss long-term opportunities because of a focus on short-term costs?
• How many companies have an opportunity to profitably invest in ESG solutions?
• What factors determine whether a company can profitably invest in ESG solutions?
• Can investors earn competitive risk-adjusted returns through ESG investments?
• If so, how widespread is this opportunity?
This Research Spotlight provides a summary of the academic literature on environmental, social, and governance (ESG) activities including:
• The relation between ESG activities and firm value
• The impact of environmental and social engagements on firm performance
• The market reaction to ESG events
• The relation between ESG and agency problems
• The performance of socially responsible investment (SRI) funds
This Research Spotlight expands upon issues introduced in the Quick Guide “Investors and Activism”.
This Research Spotlight provides a summary of the academic literature on how dual-class share structures influence firm value and corporate governance quality. It reviews the evidence of:
• The relation between dual-class shares and governance quality
• The relation between dual-class shares and tax avoidance
• The relation between dual-class shares and firm value and performance
This Research Spotlight expands upon issues introduced in the Quick Guide “The Market for Corporate Control.”
By Courtney Hamilton, David F. Larcker, Stephen A. Miles, and Brian Tayan, Stanford Closer Look Series, February 15, 2019
Two decades ago, McKinsey advanced the idea that large U.S. companies are engaged in a “war for talent” and that to remain competitive they need to make a strategic effort to attract, retain, and develop the highest-performing executives. To understand the contribution of the human resources department to company strategy, we surveyed 85 CEOs and chief human resources officers at Fortune 1000 companies. In this Closer Look, we examine what these senior executives say about the contribution of HR to the strategic efforts and financial performance of their companies.
We ask:
• What role does HR play in the development of corporate strategy?
• Does HR have an equal voice or is it junior to other members of the senior management team?
• Do boards see HR and human capital as critical to corporate performance?
• How do boards ascertain whether management has the right HR strategy?
• How adept are companies at using data from HR systems to learn what programs work and why?
By David F. Larcker and Brian Tayan, Stanford Closer Look Series, December 3, 2018
Companies are required to have a reliable system of corporate governance in place at the time of IPO in order to protect the interests of public company investors and stakeholders. Yet, relatively little is known about the process by which they implement one. This Closer Look, based on detailed data from a sample of pre-IPO companies, examines the process by which companies go from essentially having no governance in place at the time of their founding to the fully established systems of governance required of public companies by the Securities and Exchange Commission. We examine the vastly different choices that companies make in deciding when and how to implement these standards.
We ask:
• What factors do CEOs and founders take into account in determining how to implement governance systems?
• Should regulators allow companies greater flexibility to tailor their governance systems to their specific needs?
• Which elements of governance add to business performance and which are done only for regulatory purposes?
• How much value does good governance add to a company’s overall valuation?
• When should small or medium sized companies that intend to remain private implement a governance system?
By David F. Larcker, Brian Tayan, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, November 2018
In summer and fall 2018, the Rock Center for Corporate Governance at Stanford University surveyed 53 founders and CEOs of 47 companies that completed an Initial Public Offering in the U.S. between 2010 and 2018 to understand how corporate governance practices evolve from startup through IPO.
David F. Larcker, Stephen A. Miles, Brian Tayan, and Kim Wright-Violich
Stanford Closer Look Series, November 8, 2018
CEO activism—the practice of CEOs taking public positions on environmental, social, and political issues not directly related to their business—has become a hotly debated topic in corporate governance. To better understand the implications of CEO activism, we examine its prevalence, the range of advocacy positions taken by CEOs, and the public’s reaction to activism.
We ask:
• How widespread is CEO activism?
• How well do boards understand the advocacy positions of their CEOs?
• Are boards involved in decisions to take public stances on controversial issues, or do they leave these to the discretion of the CEO?
• How should boards measure the costs and benefits of CEO activism?
• How accurately can internal and external constituents distinguish between positions taken proactively and reactively by a CEO?
More from Stanford GSB Corporate Governance Research Initiative (20)
What is the TDS Return Filing Due Date for FY 2024-25.pdfseoforlegalpillers
It is crucial for the taxpayers to understand about the TDS Return Filing Due Date, so that they can fulfill your TDS obligations efficiently. Taxpayers can avoid penalties by sticking to the deadlines and by accurate filing of TDS. Timely filing of TDS will make sure about the availability of tax credits. You can also seek the professional guidance of experts like Legal Pillers for timely filing of the TDS Return.
3.0 Project 2_ Developing My Brand Identity Kit.pptxtanyjahb
A personal brand exploration presentation summarizes an individual's unique qualities and goals, covering strengths, values, passions, and target audience. It helps individuals understand what makes them stand out, their desired image, and how they aim to achieve it.
Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
www.seribangash.com
Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
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of marketing resources. Formulating such competitive strategies fundamentally
involves recognizing relationships between elements of the marketing mix (e.g.,
price and product quality), as well as assessing competitive and market conditions
(i.e., industry structure in the language of economics).
1. David F. Larcker and Brian Tayan
Corporate Governance Research Initiative
Stanford Graduate School of Business
INTERNATIONAL
CORPORATE GOVERNANCE
2. • Governance systems are not uniform across countries.
• They are shaped by a variety of factors that are inherent to the business
environment:
1. Efficiency of local capital markets
2. Protections afforded by legal system
3. Reliability of accounting standards
4. Enforcement of regulations
5. Societal and cultural values
• Differences in these factors impact the prevalence of agency problems and
the control mechanisms needed to prevent them.
CORPORATE GOVERNANCE
4. • When capital markets are efficient, prices (labor, capital, and natural resources)
are “correct,” which improves decision making.
• Efficient capital markets “discipline” corporations:
– Poor decisions are punished.
– Stock prices decline.
– Cost of capital increases.
– Risk of bankruptcy or being taken over increases.
1. CAPITAL MARKET EFFICIENCY
Adverse Selection
One party in a transaction has an information
advantage, and uses this advantage to receive
preferential pricing or risk transfer.
Moral Hazard
One party does not bear the full risk of its actions
and so engages in excessively risky transactions.
EFFICIENT MARKETS PROTECT AGAINST:
5. • If a country lacks an efficient capital market, something must take its place:
– Wealthy families
– Large banking institutions
– Other companies
– Governments
• These institutions “discipline” corporations in order to protect their
investment.
• However, their interests may be different from those of minority shareholders
and stakeholders.
• On average, private parties are less effective at monitoring companies than
capital markets.
1. CAPITAL MARKET EFFICIENCY
6. • A country’s legal system has important implications on the rights afforded
to business owners:
– Protection of property against expropriation.
– Predictability of how claims will be resolved.
– Enforceability of contracts.
– Efficiency and honesty of judiciary.
• A strong legal system mitigates agency problems because self-interested
managers know illegal actions will be punished.
2. LEGAL TRADITION
A corrupted political system
reduces economic development by
discouraging investment.
Mauro (1995)
7. • Accounting standards give investors confidence that financial reports are
correct and can be relied upon to evaluate risk and reward.
• If accounting standards are compromised, manipulated, or lack
transparency:
– Investment decisions will suffer.
– Oversight of management will suffer.
– Management incentives will be inappropriate.
Companies that adopt international
standards receive an “accounting
premium” from investors.
3. RELIABILITY OF ACCOUNTING STANDARDS
Ernstberger and Vogler (2008)
8. • Even if legal system is strong, officials must be willing to enforce
regulations in a fair and consistent manner.
• Regulatory enforcement signals that management is being monitored,
which contributes to investor confidence that their interests will be
protected.
4. ENFORCEMENT OF REGULATIONS
Companies apply more conservative
accounting when enforcement of
securities regulations is strong.
Bushman and Piotroski (2006)
Participation in equity markets
increases when countries adopt insider
trading laws.
Brudney (1979); Leland (1992)
9. • Managerial behavior is influenced by the society in which the company
operates.
• Activities that are acceptable in one culture may be unacceptable in
another (such as conspicuous consumption).
• Executives in a country that values “individualism” may be more likely to
take self-interested actions than executives in a country that values
“collectivism,” because they do not risk the same level of scorn for their
behavior.
• Societal values will also influence whether the company takes a more
shareholder-centric or stakeholder-centric approach.
5. SOCIETAL AND CULTURAL VALUES
10. • Large and liquid capital markets; active market for corporate control.
• Investor interests protected by the Securities and Exchange Commission.
• Accounting standards defined by professional body (FASB).
• Governance standards established by:
– Exchange listings (NYSE, NASDAQ).
– Legislation (Sarbanes Oxley, Dodd Frank).
• Mostly shareholder centric.
THE UNITED STATES
11. • Similar to the United States (the “Anglo-Saxon model”).
• Governance standards are recommended in “U.K. Corporate Governance
Code”:
– Separation of chairman and CEO roles.
– Senior independent director.
– Independent board and committees.
– Board, directors, and committees subject to an annual review.
– Emphasis on transparency of procedures and decisions.
– Maintain sound internal controls.
• Companies required to disclose reasons for non-compliance with these
standards (“comply or explain” approach).
THE UNITED KINGDOM
12. • Two-tiered board structure:
– Management board: “runs the company”
– Supervisory board: “oversees the company”
• Supervisory board:
– Appoints members to the management board
– Up to 50% labor representatives (“co-determination”)
– Includes founding family members, financial institutions, retired management, etc.
• Board structure is a legal requirement.
• Public shareholder voting rights are somewhat limited.
GERMANY
13. • History of strong interconnections among firms (“keiretsu”):
– Cross-ownership among customers, suppliers, affiliates, and financiers.
– Systems encourage business relations and cooperation toward shared
objectives.
• Stakeholder-centric:
– Maintain healthy employment.
– Preserve wages and benefits.
– Discourage hostile interactions among firms.
• Large boards comprised mostly of executive directors.
JAPAN
14. • Dominated by “chaebol” (affiliated companies that operate under the
strategic and financial guidance of headquarters):
– Led redevelopment following Korean War.
– Benefited from subsidized government loans.
• Deficiencies brought to light by Asian Financial Crisis of 1997:
– Low profitability.
– Hidden debts.
– Shielded from disciplining force of capital markets.
• Reforms to stabilize the system:
– Eliminate inter-group guarantees (foster self-sufficiency).
– Greater independence standards.
– Greater rights to minority shareholders.
SOUTH KOREA
15. • Partial transition from communism to capitalism:
– Government continues to be the primary owner.
– Protects societal concerns (maintain employment, protect key industries from
foreign competition).
• Two-tiered board:
– Board of directors: mostly company executives.
– Board of supervisors: 33% employee representation.
• Individual shareholders are minority owners with little voting power.
• Little foreign ownership.
CHINA
16. • “Clause 49:” improved governance standards for listed companies
(adopted 1999, revised 2004):
– Majority of non-executives on the board.
– If chairman is a non-executive (executive), 33% (50%) of board must be
independent.
– Board must meet at least four times a year.
– A director cannot be a member of more than 10 committees across all companies.
– Independent, financially literate audit committee.
– Extensive disclosure of related party transactions
• Challenges to reform:
– Underdeveloped capital markets.
– Continued dominance of family-controlled business groups.
INDIA
17. • Governance characterized by weak protection:
– Excessive influence by insiders.
– Low levels of disclosure.
– Limited voting rights for minority shareholders.
• Deregulation of capital markets is driving reform.
• Three markets for listing based on a company’s governance:
– Nivel 1 (lowest); Nivel 2 (mid); Novo Mercado (best).
• To list on the Novo Mercado, a company must have:
– Equal voting rights.
– 20% independent directors.
– Financials prepared according to U.S. GAAP or IFRS.
BRAZIL
18. • Weak governance systems:
– Concentrated ownership of shares.
– Control by insiders.
– Weak legal protections for minority shareholders.
– Lack of disclosure.
– Inefficient capital markets.
– Heavy involvement by government.
• Controlling shareholders use influence to gain advantages:
– Manipulation of transfer pricing to siphon money.
– Forced dilution of minority interests.
• Government has tendency to intervene in business to promote its own
interests.
RUSSIA
19. • Governance systems vary greatly around the world.
• Formerly “closed” economies face the pressure of globalization:
– Capital market financing.
– International investors demanding rights and returns.
– Hostile market for corporate control (activist investors, hedge funds, private
equity).
• Trend toward international standards of governance.
• Unlikely that a standard system will work well in all countries.
• Challenge of adapting to international standards while staying true to
societal values.
GLOBALIZATION
20. Paulo Mauro. Corruption and Growth. Quarterly Journal of Economics. 1995.
Jürgen Ernstberger and Oliver Vogler. Analyzing the German Accounting Triad: ‘Accounting Premium’ for IAS/IFRS and U.S. GAAP vis-
à-vis German GAAP? International Journal of Accounting. 2008.
Robert M. Bushman and Joseph D. Piotroski. Financial Reporting Incentives for Conservative Accounting: The Influence of Legal and
Political Institutions. Journal of Accounting and Economics. 2006.
Victor Brudney. Insiders, Outsiders, and Informational Advantages under the Federal Securities Law. Harvard Law Review. 1979.
Hayne E. Leland. Insider Trading: Should It Be Prohibited? Journal of Political Economy. 1992.
BIBLIOGRAPHY