Showing papers on "Corporate governance published in 1993"

Board of director involvement in restructuring: The effects of board versus managerial controls and characteristics

Abstract: Board of director involvement in restructuring reveals whether restructuring is brought on as an action by the board in its central oversight role or whether managers are purusing positive strategic action or correction Therefore, based on an integration of organization economics (agency theory and market for corporate control) and strategic management theory (internal control and strategic leadership contingencies), this research examines board involvement in restructuring Board involvement is hypothesized to be contingent on the governance mechanisms used by the board to monitor top management, control emphasis used by managers to process strategic information and board and managerial characteristics The basic premise of the paper is that, due to their oversight role, board members (especially outside directors) become involved in restructuring only when managerial strategy implementation appears to be deficient Top management team equity stakes are found to be negatively related to board involvement in restructuring, while outside director ownership is found to be positively related Emphasis on strategic controls by managers was found to be negatively related to board involvement in restructuring Top management team tenure and top management organizational tenure are negatively related to board involvement Outsider representation on the board is positively related to board involvement in restructuring, while board tenure was found to be unrelated Results imply that incentives to monitor (ownership) and emphasis on strategic controls reinforced by higher top management team tenure result in less board involvement in restructuring However, restructuring may be initiated by outsiders on the board when other governance and control mechanisms fail This implies a substitution process between governance tactics (ownership vs board monitoring) and internal controls (managerial vigilance)

Modern Governance: New Government-Society Interactions

Abstract: Social-Political Governance - Jan Kooiman Introduction PART ONE: CONCEPTUALIZATIONS Governing Failures and the Problem of Governability - Renate Mayntz Some Comments on a Theoretical Paradigm Modes of Governance - Andrew Dunsire Governance and Governability - Jan Kooiman Using Complexity, Dynamics and Diversity PART TWO: PREDICAMENTS Lost Opportunity - Fr[ac]ed[ac]eric Royall The Case of Labour Market Management in the Republic of Ireland Public Policy Planning and the Problem of Governance - Kirsti Stenvall The Question of Education in Finland Women's Emancipation as a Question of Governance - Marijke Prins Actors, Institutions and the Room for Manoeuvre PART THREE: EXPERIENCES The Governance of Data Protection - Charles Raab Environmental Regulation of Business - Martijn van Vliet Options and Constraints for Communicative Governance Public-Private Partnership - Vincent Kouwenhoven A Model for the Management of Public-Private Cooperation Dynamics and Room for Manoeuvre in Governance - Mich[gr]ele Breuillard The Channel Tunnel Decision in France and Britain Governance between Legitimacy and Efficiency - Geert Bouckaert Citizen Participation in the Belgian Fire Services Governance in Interaction - Herman Aquina and Hans Bekke Public Tasks and Private Organisations PART FOUR: PROSPECTS FOR REFORM Public Management from Imitation to Innovation - Les Metcalfe Complexity, Governance and Dynamics - Walter Kickert Conceptual Explorations of Public Network Management Governance and the Problem of Representation in Public Administration - Ky[um]osti Pekonen The Case of Finland Modes of Governance and Administrative Change - Torben Beck J[/]orgensen PART FIVE: EVALUATIONS The Governance of Education - Roger Duclaud-Williams Britain and France Findings, Speculations and Recommendations - Jan Kooiman

Sharing Power: Public Governance and Private Markets

Abstract: Reformers from both Left and Right have urged the US Govenment to turn as many functions as possible over to the private sector and to allow market competition to instil efficiency and choice. In fact, the Government has been doing just this for years: every major policy initiative launched since World War II has been managed through public-private partnerships. Yet such privatization has not solved government's problems. Kettl shows that the conditions essential for competitive markets usually do not apply to the kinds of programmes the Government assigns to the private sector. He uses case studies to demonstrate that as market imperfections increase, so do problems in governance and management. Extreme examples are Superfund programme and the Department of Energy's production of nuclear weapons. When competition does not exist, the Government must act as a "smart buyer", knowing what it wants and being able to judge what it has bought. If it does not do so, the Government risks losing its sovereignty to the private suppliers. The author concludes that the issue is not more government bureaucracy, but a smarter bureaucracy, which, in turn, requires strong political leadership to build support for the resources needed and to change the bureaucratic culture.

Board of directors leadership and structure: control and performance implications

Abstract: Research examining the association of corporate governance structures and firm performance has relied almost exclusively on the large-scale firm This may, however, be a limited forum for questions

Governance, democracy and development in the Third World

Abstract: (1993). Governance, democracy and development in the Third World. Third World Quarterly: Vol. 14, No. 3, pp. 605-624.

Public Pension Fund Activism in Corporate Governance Reconsidered

Abstract: A key organizational feature of large United States corporations is the separation of ownership from control. This separation creates an agency problem, that managers may run the firm in their own, rather than the shareholders' interest, choosing the quiet life over the maximization of share value. In the 1980s, corporate takeovers provided a measure of discipline by threatening poor performers with replacement by bidders who would reunite ownership and control.' With the lull in takeovers in the 1990s, commentators concerned about corporate performance have turned their attention to identifying alternative mechanisms for disciplining management. The principal solution has been to call for more active monitoring of management by institutional investors. The focus has been on a subset of these investors, public pen-

Law as an autopoietic system

Abstract: "And God laughed" the new self-referentiality law - a hypercycle blind legal evolution social regulation through reflexive law intersytemic law of conflict unitas multiplex - corporate governance as an example.

The Network as a Governance Structure: Interfirm Cooperation Beyond Markets and Hierarchies

Abstract: The Network as a Governance Structure: Interfirm Cooperation Beyond Markets and Hierarchies

Economic Approaches to Organizations

Abstract: Part I Foundations 1 Markets and organizations 2 Markets 3 Organizations 4 Information 5 Game theory Part II Economic Approaches 6 Behavioural theory of the firm 7 Agency theory 8 Transaction cost economics 9 Economic contributions to business / competitive strategy 10 Economic contributions to corporate strategy 11 Evolutionary approaches to organizations 238 12 All in the family Part III Applications 13 Mergers and acquisitions 14 Hybrid forms 15 Corporate governance

Performance and successor choice: the moderating effects of governance and ownership

Abstract: This study examined influences on whether chief executive successors are chosen from inside or outside an organization. We examined the choice of a successor as a function of organizational performance as moderated by the composition of an organization's board of directors and its ownership structure. Results indicate that performance influences successor choice, but board composition, firm ownership, and ownership concentration moderate that relationship. These relationships were examined using data from 67 semiconductor producers over a 22-year period. Few events that occur in organizations are as substantively important or as open to potential contention as chief executive succession. The replacement of a chief executive can critically enhance or diminish the power of organizational members and have important consequences for an organization's future strategy and structure (Pfeffer, 1981). How a succession event occurs and who is appointed as the successor reflect the future direction of an organization and can indicate how organizational resources will be allocated in the future (Allen & Panian, 1982; Friedman & Olk, 1989). In particular, researchers have singled out whether a successor comes from inside or outside a firm as critical in succession (Reinganum, 1985). This study examined the influence of the composition of a firm's board of directors and the structure of its ownership in the choice of a chief executive successor. Following past research, we predicted that the type of successor chosen will depend on the organization's past performance. However, the particular focus of this research was on how board and ownership influences moderate the relationship between performance and successor choice.

Information, Ownership Structure, and Shareholder Voting: Evidence from Shareholder-Sponsored Corporate Governance Proposals

Abstract: This paper examines how information and ownership structure affect voting outcomes on shareholder-sponsored proposals to change corporate governance structure. We find that the outcomes of votes vary systematically with the governance and performance records of target firms, the identity of proposal sponsors, and the type of proposal. We also find that outcomes vary significantly as a function of ownership by insiders, institutions, outside blockholders, ESOPs, and outside directors who are blockholders. These results suggest that both public information and ownership structure have a significant influence on voting outcomes.

The Governance of the European Union: A New Institutionalist Approach*

Abstract: The analysis of European integration has tended to use a toolkit drawn from international relations. But since the revival of integration in the mid-1980s, the governance of the European Community and European Union has increasingly come to resemble that of a multi-tiered state. Accordingly, this article analyzes the governance of the European Union from a comparative public policy perspective. Using new or historical institutionalism, three levels are considered. In the first part, attention is focused on the EU's institutions and the available instruments of governance. The second part examines the analysis of governance at the policy-specific or sub-system level, and puts forward an approach based on governance regimes. The final part considers the institutional roots of the persistent, regulatory character of governance in the European Union.

Leadership instability in hospitals: the influence of Board-CEO relations and organizational growth and decline.

Abstract: This study tested whether leadership instability--a systemic pattern of frequent succession in the top management position of an organization--was associated with sociopolitical structures that define the relationship between the board and chief executive officer (CEO), controlling for temporal patterns of the organizational life-cycle stage. In organizations that are not profit maximizing and subject to considerable uncertainty, such governance properties were hypothesized to affect leadership instability independent of organizational growth or decline. Results of regression analyses demonstrate strong main effects of board-CEO relations, net of the impact of organizational life cycle, on leadership instability.

Host‐country managerial behaviour and learning in chinese and hungarian joint ventures*

Abstract: Close similarities in the behaviour reported of host country managers in Chinese and Hungarian joint ventures have emerged from recent research. an assessment is offered of four perspectives which purport to account for managerial behaviour in these contexts, namely those referring to the system of industrial governance, the nature of industrialization, national culture and resistance to change. the system of industrial governance provides the most direct and comprehensive explanation, and is also linked with influences from national culture and industrialization. the article concludes by examining the modes of host country learning in process within the joint ventures as foreign partners endeavour to change the behaviour of local managers.

The Genius of American Corporate Law

Abstract: This is a study of the structure of American corporate law, which combines economic analysis with empirical insights to produce a number of policy insights. It is suitable for anyone studying corporate law, securities regulation, comparative company law or federalism.

Executive Defense: Shareholder Power and Corporate Reorganization

Abstract: A quiet revolution came to corporate America during the late 1980s and early 1990S. Large shareholders - pension funds, insurance companies, money managers, and commercial banks - exercised new-found muscle, pressuring senior managers to meet heightened financial expectations by reshaping their organizations. Michael Useem attempts to reveal how those shareholder pressures have transformed the inside structures of many corporations. Useem draws on numerous sources, including interviews with senior managers and intensive studies of seven large corporations representing a range of restructuring experiences and industries - including pharmaceuticals, transportation, chemicals, retailing, electronics, and financial services. He shows that organizational changes have affected many areas of corporate life: headquarters staffs have been reduced, authority has filtered down to operating units, and compensation has become more closely tied to performance. Change also extends to corporate governance, where managers have sought legal safeguards against takeovers and board terms have been staggered. Companies have made significant commitments to building more effective relations with their major investors. As Useem demonstrates, this revolution has reached even beyond the corporation, influencing American politics and law. As new ownership alignment has caused companies to focus attention on shareholders, corporate political agendas have shifted from fighting government regulation to resisting shareholder intrusion. This book aims to be useful reading for managers, economists, lawyers, financial analysts, and all observers of American business.

Issues In Corporate Accountability and Governance: An Editorial

Abstract: (1993). Issues In Corporate Accountability and Governance: An Editorial. Accounting and Business Research: Vol. 23, Corporate Governance Special Issue, pp. 291-303.

Determinants of corporate restructuring: The relative importance of corporate governance, takeover threat, and free cash flow

Abstract: This study seeks to estimate the relative importance of free cash flow, corporate governance, and takeover threat in determining financial and portfolio restructuring. The free cash flow hypothesis and agency theory prescriptions are used as the basis for developing a model of restructuring. A simple analysis of variance method is used to decompose restructuring transactions and outcomes into the three effects. The results support the hypothesis that financial and portfolio restructuring are motivated, in part, by agency costs. Decomposition of variances indicates that restructuring is equally explained by free cash flow and interaction of governance and takeover threat with free cash flow.

Ownership Concentration, Corporate Control Activity, and Firm Value: Evidence from the Death of Inside Blockholders

Abstract: We analyze how ownership concentration affects firm value and control of public companies by examining effects of deaths of inside blockholders. We find shareholder wealth increases, ownership concentration falls, and extensive corporate control activity ensues. Share price responses are related to the deceased's equity stake. Control group holdings fall for two-thirds of the firms due to either the estate's dispersal or inheritors selling stock. A majority of firms become targets of control bids: three-quarters of bids are successful; one-third are hostile. Our evidence is broadly consistent with Stulz's (1988) model of the relationship between ownership concentration and firm value. THE OBJECTIVE OF THIS paper is to assess how changes in insider ownership concentration affect firm value, corporate governance, and the control of public companies. We obtain our evidence on these issues by examining the effects of the death of an inside blockholder-that is, a member of the firm's control group as defined by Securities and Exchange Commission (SEC) disclosure rules-who holds 5 percent or more of a firm's equity. Overall, we find that the death of an inside blockholder, an exogenous event, is value enhancing, reduces ownership concentration, and leads to extensive corporate control activity. Our analysis has three components. One, we use market-based evidence to evaluate how changes in ownership concentration affect firm value by analyzing the share price response to the death of an inside blockholder. Financial market efficiency implies that share prices capitalize gains or losses from changes in ownership concentration and future control events expected to ensue from an inside blockholder's death. Thus, such valuation effects provide a test of the continuing controversy as to whether ownership concentration promotes managerial entrenchment or aligns insider and noninsider interests. We find that the share price response to the death of an inside blockholder is significantly positive when the level of ownership concentra

Accounting expertise and the politics of the product: Economic citizenship and modes of corporate governance

Abstract: The “rediscovery of the factory” has been one of the key events in American political and economic debates of the past decade. This paper addresses the complex of arguments, claims and strategies that have centered on the factory and manufacturing processes in American industry. These it terms the “politics of the product”. Accounting expertise, defined as a changing set of legitimated claims to competence, is fundamentally implicated in the politics of the product. For accounting expertise has been identified as an important part of the problem, rather than the solution. But the politics of the product is more than a set of claims and arguments. It also involves attempts to change the ways in which production processes are represented and acted upon. Three dimensions are identified: problematizations, programmes and technologies. Current attempts to reform the calculative technologies of accounting, through such mechanisms as activity based costing, are seen to be more than technical devices for better representing new manufacturing systems. Rather, they are considered to be an integral component of a significant shift in modes of corporate governance. Attempts to transform accountancy are held be intrinsically linked to attempts to foster a new form of economic citizenship. Changes in accounting expertise are thus seen to be centrally implicated in transformations in the government of economic life.

Understanding the Japanese Keiretsu: Overlaps between Corporate Governance and Industrial Organization

Abstract: We aim here for a better understanding of the Japanese keiretsu. Our essential claim is that to understand the Japanese system-banks with extensive investment in industry and industry with extensive cross-ownership-we must understand the problems of industrial organization, not just the problems of corporate governance. The Japanese system, we assert, functions not only to harmonize the relationships among the corporation, its shareholders, and its senior managers, but also to facilitate productive efficiency.

Remuneration Committees and Corporate Governance

Abstract: Using a sample of 220 large publicly held British companies, this study examines the role of the remuneration committee in British boardrooms. Some 30 per cent of the sample reported having such a committee. A reported remuneration committee seemed to be associated with higher levels of pay and made no positive impact on the incentive structure of pay.

The Economic Structure of Corporate Law

Abstract: The corporate contract limited liability voting the fiduciary principle the business judgment rule, and the derivative suit corporate control transactions the appraisal remedy tender offers the incorporation debate and state antitakeover statutes close corporations trading on inside information mandatory disclosure optimal damages.

An Introduction to Business Ethics

Abstract: Part 1 Setting the scene: why business ethics? the history of business ethics. Part 2 Business ethics - its scope and purpose: what is business ethics? how is it done? how is it possible? why do it? does it work? cases and issues - ethically active businesses - the work of business in the community. Part 3 Ethical theory: cognitivism and non-cognitivism religious morality consequentialism v non-consequentialism utilitarianism - an ethic of warfare Kantianism - an ethic of duty natural law - an ethic of rights applying ethical theories cases and issues - the new consumer survey. Part 4 Capitalism, markets and justice: what is capitalism? markets, social markets, and market socialism is capitalism just? cases and issues - the story of NFC. Part 5 Corporations and responsibility: the nature of business corporations social responsibility identity and accountability corporate governance cases and issues - making the punishment fit the crime - the Zeebrugge disaster. Part 6 The workplace - employment: employment and rights the "right to work"? equality of opportunity affirmative action the fair wage trade unions employer rights and employee loyalties cases and issues - Opportunity 2000. Part 7 Accounting and investment: ethics and the world of finance the ethics of investment privatization case study - Polly Peck. Part 8 Reaching the markets: the ethics of persuasion persuasion and respect for persons a consequentialist view advertising the readings case study - cigarette advertising. Part 9 The greening of business: what is a green business? green business or customer choice case study - the Body Shop. Part 10 Ethics and international business: cases and issues - City of Joy.

Governance in Exchange: Contract Law and Its Alternatives:

Abstract: Conceptual debate centering on the efficacious nature of contract law for regulating exchange has prompted recent emphasis on alternative modes of governance. The emergence of this interest has bee...