The new European shareholder rights directive: removing barriers and creating opportunities for more shareholder activism and democracy

Shareholder activism has increased within the last years. Traditionally, minority shareholders voted by their feet if they disagreed with managements actions. However, this has certainly changed due to the development of Internet based technologies as well as the emergence of hedge funds and other active institutional investors. As a consequence, listed firms’ costs of communicating with investors globally have increased, specifically the budget of investor relation departments. The EU Commission has recently issued a Directive on shareholders rights which will become part of European Law next year recognizing that cross-border voting should be solved as a matter of urgency. This article analyses the nature of shareholder activism in the light of the new Directive arguing that the Directive is only the first step in a legal process that is expected to substantially increase shareholders′ rights in the coming years. The article also presents the notion of shareholder democracy that is crucially dependent on active minority shareholders. It is argued that the notion of shareholder democracy may serve as guidance for how future legislation should be designed.     

Strong shareholder rights,internal capital allocation efficiency,and the moderating role of market competition and external financing needs

Review of Managerial Science - This study investigates the effect of strong shareholder rights on the internal capital allocation efficiency of multi-segment firms and how market competition and...     

Executive pay, tournaments and corporate performance in UK firms

This paper explores the relationship between executive pay and corporate performance. First, we focus on the pay-for-performance sensitivity (PPS), review recent evidence (mainly UK) and outline a methodology for calculating the PPS itself. Secondly, we review the evidence on tournament theory. Tournament models predict that career concerns generate incentives for executives and can explain observed variations in pay outcomes in the boardroom. Thirdly, we provide evidence on the distribution of the PPS for 532 executives within 100 large UK stock market companies for 1997. Unlike prior work, we include non-CEO executives in the analysis. We show that the PPS increases through organizational levels. Also the statistic is not constant across firms. Finally, we consider the relationship between corporate performance and incentives. We show, consistent with prior evidence, that there is a positive relationship between firm performance and the effective ownership of stock-based compensation by management.     

Considering the shareholder perspective: value-based management systems and stock market performance

We empirically study the use of value-based management systems in listed German firms and examine implications for firms’ stock market performance. Using a novel, hand-collected data set covering 1,083 firm years from 2002 to 2008, we find that value-based management systems become increasingly common. Specifically, in 2008 42% of our sample firms have implemented such a system. In the empirical analysis, we find that firms implementing value-based management systems earn both statistically significant and economically substantial abnormal stock market returns measured within a 2-year adoption phase. These excess returns are not jeopardized by poor post-adoption returns. In the analysis, we carefully control for risk and account for endogeneity concerns. Overall, our findings support the view that shareholders consider the adoption of a value-based management system as a credible signal that management will focus on shareholder interests and that such systems actually increase shareholder value.     

The face says it all: CEOs,gender, and predicting corporate performance

This study examined relationships among CEOs' facial appearance, gender-linked traits, and the financial performance of their company as indicated by Fortune 1000 rank and company profits. Naïve college students rated traits based solely on the facial appearance of male and female CEOs whose companies were matched by Fortune 1000 rank. Female CEOs were rated higher than male CEOs on communal traits (supportiveness, compassion, warmth), whereas male CEOs were rated higher than female CEOs on agentic traits (dominance, leadership, powerfulness), consistent with social role theory. Correlations with company rank and/or profits were found for powerfulness for male CEOs, and for supportiveness, warmth and compassion for female CEOs. For female CEOs, a communal composite predicted company rank and profits, and an agentic composite marginally predicted company rank. The findings do not indicate why these variables are related, but implications for the association of gender-linked traits with top corporate leaders are discussed.     

Definition and effect of productivity on corporate performance

The discussion of productivity is usually dominated by considerations of the productivity of labour, but in general terms a productivity ratio may be defined as the number of physical units of output per unit of resource input. This gives rise to many productivity ratios and it can be shown that they are inter-connected, so that an improvement in one ratio can be achieved at the expense of others. Furthermore, an improvement in labour productivity need not always result in reduced unit costs and increased profitability. The relationships between all these measures need to be explored through a modelling approach to determine the conditions under which productivity contributes to improved corporate performance. Some examples demonstrate the use of the proposed methodology.     

Insider ownership and corporate performance: evidence from Germany

In this paper we address the question whether insider ownership affects corporate performance. Evidence from studies dealing with Anglo-Saxon countries is rather inconclusive, especially because results seem to be significantly affected by endogeneity. Economically, this is due to the fact that in these countries insider ownership seems to be mainly driven by management’s compensation contracts. We argue that Germany is different in this regard, as insider ownership is often related to family control, stock-based compensation is less widespread, and the market for corporate control used to be less developed. Starting from this presumption, our data allows an unbiased observation as to whether insider ownership affects firm performance. Using a pooled data set of 648 firm observations for the years 2003 and 1998, we find evidence for a positive and significant relationship between corporate performance—as measured by stock price performance, market-to-book ratio and return on assets—and insider ownership. This relationship seems to be rather robust, even if we account for potential endogeneity by applying a 2SLS regression approach. Furthermore, the results hold for a sub-sample of firms that did not have a stock-based compensation program in place. Moreover, we find outside block ownership as well as more concentrated insider ownership to have a positive impact on corporate performance. Overall, the results indicate that ownership structure might be an important variable explaining the long term value creation in the corporate sector.

慈善捐赠、公司治理与股东财富

近些年来,越来越多的企业开始从事慈善捐赠,而企业这种利他主义行为会给股东财富带来何种影响却始终没有得到回答。通过研究2008年汶川地震后中国上市公司的捐赠行为,本文发现慈善捐赠对于股东财富来说是一把双刃剑:不论从短期还是长期来看,累计超额回报率均和捐赠排名正相关,表明了慈善捐赠能够提升股东财富;而对于成长性高的公司而言,其捐款的机会成本较高,企业的捐赠活动降低了股东财富。更为重要的是,慈善捐赠对于股东财富的提升仅体现在大股东非绝对控股和机构持股的公司中,说明只有有效的公司治理机制才能够确保企业做出最大化股东财富的捐赠行为。本文的发现为更好地评价和规范企业慈善捐赠活动提供了一定的经验支持。     

中小股东投票权、公司决策与公司治理——来自一项自然试验的证据

基于深交所的一个自然试验,本文考察中小股东参与公司治理程度的提升是否影响公司盈余行为,并尝试回答以下问题:中小股东参与在公司治理中扮演何种角色?对公司而言,中小股东参与扮演了外部监督角色?还是给管理层带来压力而扭曲了公司行为?研究发现,中小股东参与度高的公司更倾向操纵盈余。我们利用滞后变量回归、PSM以及IV回归控制内生性,结论不变;进一步,当企业存在融资或内部交易需求、信息不对称程度较高、投资者整体教育水平较低时,公司更有可能通过操纵盈余来迎合中小股东。本文研究结论具有明晰的政策含义,即在赋予中小投资者参与公司治理的权利的同时,必须提升投资者保护,否则可能会引致适得其反的效果。     

Relationship between boardroom independence and corporate performance: Reflections and perspectives

The perceived economic value of an independent boardroom configuration has progressively emerged as a matter of considerable importance in the academic and popular literature. The normative research paradigm has fundamentally been dominated by positivists who formulate inferential models populated by large sets of archival data. Regrettably, however, several decades of intense inquiries and passionate debates have invariably failed to ascertain (or dispel) the economic value of an independent boardroom configuration. The lingering boardroom independence–corporate performance saga has reached an impasse with no clear resolution in the foreseeable future. In this study, I provide a diagnosis (through the thematic analysis of semi-structured interviews) of why the economic viability of an independent boardroom remains an elusive phenomenon for positivist researchers. A central reason for the research impasse is attributed to ontological complexities intrinsic to the very nature of the corporation, compounded by multiple layers of methodological complexities. Ultimately, the disentanglement of this enigma would require a pivotal reconceptualization of the corporate governance research agenda.     

大股东与经营者合谋行为及法律约束措施

大股东侵害中小股东利益的行为是一种大股东与经营者合谋牟取私下收益的行为,在合谋状态下,大股东的监督检查强度高于非合谋状态.大股东与经营者的合谋行为导致中小股东收入水平下降,它不仅把中小股东应得的利益转移到大股东手中;而且还会降低公司的收入水平.要求大股东承担诚信义务是规范大股东行为的最主要法律措施.     

Shareholder Primacy and Deontology

This article argues that shareholder primacy cannot be defended on the grounds that there is something special about the position of shareholders that grounds a right to preferential treatment on part of management. The notions of property and contract, traditionally thought to ground such a right, are now widely recognized as incapable of playing that role. This leaves shareholder theorists with two options. They can either abandon the project of arguing for their view on broadly deontological grounds and try to advance consequentialist arguments instead or they can search for other morally relevant properties that could ground shareholder rights. The most sustained argument in the latter vein is Marcoux's attempt to show that the vulnerability of shareholders mandates that managers are their fiduciaries. I show that this argument leads to the unacceptable conclusion that it would be unethical for corporations to make incomplete contracts with nonshareholding stakeholders.     

Socially and privately optimal shareholder activism

This paper aims to evaluate the private and social gains of shareholder activism in an optimal contracting framework involving dispersed shareholders who may become active. The social gains are based on the welfare to stake holders in the firm, whereas the private gains are based on shareholder wealth only. Active shareholders influence the contracting game with the CEO, and therefore also the size and the distribution of the surplus to be split between the shareholders and the CEO. Although the model is very simple and focussing on the creation and distribution of welfare between the shareholders and the CEO, we nonetheless identify surprising divergence between the private and social profitability of shareholder activism. Shareholder activism that is privately profitable is not necessarily socially profitable. The distributional effects of shareholder activism may dominate the efficiency effects to make shareholder activism a negative social NPV project.      

Responses of institutional investors corporate to social performance measures

This study represents a first attempt to empirically examine the impact of data relating to corporate social performance (CSP) on institutional ownership. Findings, though not statistically significant, are consistent with the hypothesis that institutional investors increase ownership when CSP data are positive and, minimally, do not decrease investment. Additionally, although fewer institutions invest in the on-average smaller and more highly-leveraged firms in the socially responsible group, institutions invest in about the same percent of overall equity, suggesting that they may be making some sort of risk trade-off.     

International corporate social responsibility and post-entry performance of developing market INVs: The moderating role of corporate governance mechanisms

Building on the stakeholder, agency, and resource dependence theories; this paper investigates the role of international corporate social responsibility (CSR) for the post-entry performance of developing market international new ventures (INVs) in the presence of corporate governance mechanisms to overcome their agency and environmental problems. We test and validate the conceptual model using survey data collected from 110 INVs operating in the developing market of Pakistan. Our results show that international CSR promotes the post-entry performance of developing market INVs. Further, we found that this association is moderated by corporate governance mechanisms of ownership, board independence, and returnee board members. Specifically, the relationship between international CSR and post-entry performance is weaker when ownership is concentrated but stronger when outsider and returnee board members are present in developing market INVs. The findings of this study have important theoretical and practical implications for INVs' social strategies and international performance contingent upon corporate governance.