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Essays On Corporate Governance And Delaware Incorporation
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Book Synopsis Essays on Corporate Governance and Delaware Incorporation by : Qian Xie
Download or read book Essays on Corporate Governance and Delaware Incorporation written by Qian Xie and published by . This book was released on 2010 with total page 226 pages. Available in PDF, EPUB and Kindle. Book excerpt: This dissertation consists of three essays on director compensation, CEO compensation, executive dismissal, and Delaware incorporation. Delaware incorporation is popular among publicly traded firms. However, the question of whether Delaware incorporation favors shareholders is an on-going debate.
Book Synopsis Essays in Corporate Governance by : Syed Walid Reza
Download or read book Essays in Corporate Governance written by Syed Walid Reza and published by . This book was released on 2013 with total page 142 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Essays in Corporate Governance by : Jared Ian Wilson
Download or read book Essays in Corporate Governance written by Jared Ian Wilson and published by . This book was released on 2016 with total page 332 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate governance examines the mechanisms through which managers and directors are incentivized to act in the best interests of shareholders. The three essays of this dissertation focus on internal and external control mechanisms in the CEO and director labor markets and their effectiveness in aligning the interests of mangers, directors and shareholders. The first essay examines the influence of industry shocks and peer firms on board monitoring decisions. Recent evidence documents that industry factors influence CEO turnover decisions, despite agency theory's proposition that boards should filter out industry shocks when evaluating CEO performance. Consistent with industry dynamics affecting board monitoring decisions, I document that industries exhibit CEO turnover waves. During these periods of abnormally high turnover, executives face a heightened threat of discipline as boards increase turnover-performance sensitivity. This increased scrutiny inside waves represents a meaningful managerial incentive that curbs value-destroying behavior of CEOs. Overall, this essay documents the existence of CEO turnover waves, which motivate boards to monitor management differently and have real effects on CEO behavior and shareholder wealth. The second essay examines the shareholder wealth effects associated with a required venue for shareholder litigation. In response to the increased threat of shareholder litigation filed in multiple states, firms have adopted exclusive forum provisions which limit lawsuits to a single venue of the board's choice. It is unclear whether these provisions impose increased costs on shareholders' ability to discipline managers and directors or provide benefits to shareholders by eliminating multi-forum and duplicative lawsuits. I use the Delaware Chancery Court's announcement upholding the adoption of these provisions as a natural experiment to evaluate their wealth implications. Overall, this essay suggests that exclusive forum provisions create value for shareholders by specifying a required venue for corporate litigation. The final essay, with David Becher and Ralph Walkling, examines the stability and composition of acquirer boards around mergers and the director characteristics associated with selection for the post-merger board. Our results indicate that the post-merger board changes substantially and variation is significantly different from both non-merger years and non-merging firms. Adjustments reflect firms upgrading skills associated with executive and merger experience and bargaining between targets and acquirers, rather than agency motives. Conversely, director selection at non-merging firms is driven by general skills and diversity. Our analyses provide insight into the dynamic nature of board structure and characteristics valued in the director labor market.
Book Synopsis The Accountable Corporation: Corporate governance by : Marc J. Epstein
Download or read book The Accountable Corporation: Corporate governance written by Marc J. Epstein and published by Greenwood. This book was released on 2006 with total page 312 pages. Available in PDF, EPUB and Kindle. Book excerpt: A collection of essays on the role of business in society. This book provides provocative analysis, cultural and historical context, and solutions from the public, private, and non-profit sectors toward more responsible, ethical, and accountable business. It features articles by the world's leading scholars, executives, and practitioners.
Book Synopsis Delaware Corporations by : United States Corporation Company
Download or read book Delaware Corporations written by United States Corporation Company and published by Legare Street Press. This book was released on 2023-07-18 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This concise and comprehensive guide to the legal landscape of Delaware's corporate law offers insights and analysis for lawyers, executives, and investors seeking to navigate the complexities of corporate governance and finance. An indispensable resource for anyone doing business in the First State. This work has been selected by scholars as being culturally important, and is part of the knowledge base of civilization as we know it. This work is in the "public domain in the United States of America, and possibly other nations. Within the United States, you may freely copy and distribute this work, as no entity (individual or corporate) has a copyright on the body of the work. Scholars believe, and we concur, that this work is important enough to be preserved, reproduced, and made generally available to the public. We appreciate your support of the preservation process, and thank you for being an important part of keeping this knowledge alive and relevant.
Book Synopsis Can Delaware Be Dethroned? by : Stephen M. Bainbridge
Download or read book Can Delaware Be Dethroned? written by Stephen M. Bainbridge and published by Cambridge University Press. This book was released on 2018-01-11 with total page 270 pages. Available in PDF, EPUB and Kindle. Book excerpt: Delaware is the state of incorporation for almost two-thirds of the Fortune 500 companies, as well as more than half of all companies listed on the New York Stock Exchange, NASDAQ, and other major stock exchanges. This gives Delaware a seemingly unchallengeable position as the dominant producer of US corporate law. In recent years, however, some observers have suggested that Delaware's competitive position is eroding. Other states have long tried to chip away at Delaware's position, and recent Delaware legal developments may have strengthened the case for incorporating outside Delaware. More important, however, the federal government increasingly is preempting corporate governance law. The contributors to this volume are leading academics and practitioners with decades of experience in Delaware corporate law. They bring together a variety of perspectives that collectively provide the reader with a broad understanding of how Delaware achieved its dominant position and the threats it faces.
Book Synopsis Modern Corporate Governance and the Erosion of the Business Judgment Rule in Delaware Corporate Law by : William T. Allen
Download or read book Modern Corporate Governance and the Erosion of the Business Judgment Rule in Delaware Corporate Law written by William T. Allen and published by . This book was released on 2014 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This essay addresses the relationship between the forces shaping modern corporate governance and wisdom of a liability rule to enforce the fiduciary duty of care against corporate directors.
Book Synopsis Delaware Corporations by : United States Corporation Company
Download or read book Delaware Corporations written by United States Corporation Company and published by . This book was released on 1920 with total page 96 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Essays on Corporate Governance by : Radhakrishnan Gopalan
Download or read book Essays on Corporate Governance written by Radhakrishnan Gopalan and published by . This book was released on 2006 with total page 109 pages. Available in PDF, EPUB and Kindle. Book excerpt: My dissertation consists of three essays on Corporate Governance. The first essay studies a situation where corporate governance assumes importance because the manager and shareholders may disagree about optimal decisions due to heterogeneous prior beliefs. An important contribution of the essay is to characterize the optimal governance arrangement in such situations and to highlight the optimality of joint control. We apply our theory to an entrepreneur/manager's choice between private and public ownership and derive a number of testable predictions.
Book Synopsis The New Corporate Governance in Theory and Practice by : Stephen Bainbridge
Download or read book The New Corporate Governance in Theory and Practice written by Stephen Bainbridge and published by Oxford University Press. This book was released on 2008-07-23 with total page 260 pages. Available in PDF, EPUB and Kindle. Book excerpt: Forty years ago, managerialism dominated corporate governance. In both theory and practice, a team of senior managers ran the corporation with little or no interference from other stakeholders. Shareholders were essentially powerless and typically quiescent. Boards of directors were little more than rubber stamps. Today, the corporate governance landscape looks vastly different. The fall-out from the post-Enron scandal and implementation of the Sarbanes-Oxley Act have resulted in shareholder activism becoming more widespread, while many observers call for even greater empowerment. The notion that the board of directors is a mere pawn of top management is increasingly invalid, and as a result, modern boards of directors typically are smaller than their antecedents, meet more often, are more independent from management, own more stock, and have better access to information. The New Corporate Governance in Theory and Practice offers an interdisciplinary analysis of the emerging board-centered system of corporate governance. It draws on doctrinal legal analysis, behavioral economic insights into how individuals and groups make decisions, the work of new institutional economics on organizational structure, and management studies of corporate governance. Using those tools, Stephen Bainbridge traces the process by which this new corporate governance system emerged, and explores whether such changes are desirable or effective.
Book Synopsis Essays in Corporate Governance by : Waquar Ahmad
Download or read book Essays in Corporate Governance written by Waquar Ahmad and published by . This book was released on 2012 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: This dissertation titled "Essays in Corporate Governance" contains two essays in matters relating to corporations and their governance practices. The titles and the abstracts of the two papers are presented below. Does it pay to play? Political donations around mergers and acquisitions: This study focuses on corporate political donations around mergers and acquisitions of U.S. firms. I track the political contributions made by firms involved in large U.S. mergers from 2000 to 2010 by focusing on four different ways that corporations contribute to political parties: political action committee (PAC) donations, PAC to PAC donations, soft money and 527 committees' donations, and individual donations. Consistent with politicians' rent-seeking behavior, I document evidence that participants in mergers and acquisitions alter their donations around these deals in attempts to influence the deal outcome and appear to do so particularly around deals where donations may be more effective. Overall, I find that large shifts in donations around mergers and acquisitions increase the likelihood of deal completion. After controlling for firm and merger characteristics, the firms involved in mergers make more political contributions after a deal is announced compared to periods before the announcement and after a deal is finalized. This behavior is more pronounced when the deal continues for an extended period of time, which is consistent with the notion that these deals may face more regulatory hurdles and donations may likely impact the merger outcome. Furthermore, I document higher bidder and target abnormal donations after a merger announcement when the market reaction is negative. Finally, donation intensity increases when the merger would cause the industry concentrations ratios to increase above normal. These results collectively suggest that firms aggressively manage political donations around merger and acquisition activity, potentially indicating agency conflicts driving these donations. Director Alpha: An objective measure of director contribution: The appointment of high value directors is associated with immediate positive market reaction, and the presence of high value directors in the board enhances long-run firm value. We identify the contribution of directors by alpha, or the abnormal risk-adjusted stock returns that are generated in other firms on whose boards they sit. We find that investors react positively when high alpha directors are appointed to high alpha boards. CEOs and individuals with MBA or CPA designations are more likely to be high value directors. We find that high alpha directors contribute significantly to firm value. For the typical firm, our parameter estimates imply that replacing a negative alpha director with a positive one is associated with a 3.3% improvement in firm value.
Book Synopsis Essays on Corporate Governance by : Radhakrishnan Gopalan
Download or read book Essays on Corporate Governance written by Radhakrishnan Gopalan and published by . This book was released on 2006 with total page 155 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Delaware Corporations by : Corporation Trust Company
Download or read book Delaware Corporations written by Corporation Trust Company and published by . This book was released on 1917 with total page 40 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Folk on the Delaware General Corporation Law by : Edward P. Welch
Download or read book Folk on the Delaware General Corporation Law written by Edward P. Welch and published by Wolters Kluwer. This book was released on 2006-09-01 with total page 4478 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Four Essays in Corporate Governance by : Renée Birgit Adams
Download or read book Four Essays in Corporate Governance written by Renée Birgit Adams and published by . This book was released on 2001 with total page 398 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Essays in Corporate Governance by : Ian Appel
Download or read book Essays in Corporate Governance written by Ian Appel and published by . This book was released on 2015 with total page 334 pages. Available in PDF, EPUB and Kindle. Book excerpt: In the first chapter ("Governance by Litigation") I study the role of shareholder litigation rights in corporate governance. To empirically identify the effects of shareholder lawsuits, I use the staggered adoption of universal demand (UD) laws in 23 states between 1989 and 2005. These laws impose a significant obstacle to lawsuits against directors and officers for breach of fiduciary duty. UD laws are associated with increased use of governance provisions (e.g., classified boards) that entrench managers or otherwise limit shareholder voice. I also document fewer institutional blockholders, changes to financial policies and CEO compensation, and impaired performance for firms subject to UD. Overall, my findings cast doubt on the notion that shareholder lawsuits primarily benefit attorneys rather than corporations or their shareholders.
Book Synopsis Two Essays on Corporate Activities and the Market for Corporate Control by : Zheng Liu
Download or read book Two Essays on Corporate Activities and the Market for Corporate Control written by Zheng Liu and published by . This book was released on 2017-01-26 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: This dissertation, "Two Essays on Corporate Activities and the Market for Corporate Control" by Zheng, Liu, 刘峥, was obtained from The University of Hong Kong (Pokfulam, Hong Kong) and is being sold pursuant to Creative Commons: Attribution 3.0 Hong Kong License. The content of this dissertation has not been altered in any way. We have altered the formatting in order to facilitate the ease of printing and reading of the dissertation. All rights not granted by the above license are retained by the author. Abstract: This dissertation addresses concerns regarding corporate activities in relation to agency costs and studies the effect of the market for corporate control. In the first essay, we use the mid-1990s Delaware takeover regime shift as an exogenous shock to examine how the removal of takeover threats affects managerial decisions on corporate financing and investment and how it affects firm value. Based on a differences-in-differences-in-differences (DDD) approach, we find that managers reduce debt financing and increase capital investment when they are protected against hostile takeovers, which is consistent with managerial agency models of capital structure and the free cash flow hypothesis proposed by Jensen (1986). We demonstrate that engaging in these entrenched behaviors consequently destroys firm value. Moreover, our evidence indicates that the effect of the takeover regime shift is more pronounced in firms with fewer institutional holdings or lower managerial ownership, supporting the argument of Jensen (1993) that effective internal control systems can alleviate the negative outcomes of a weakened market for corporate control. The substitution effect of internal controls is more substantial than that of the external product market competition. Finally, we determine that empire building, rather than quiet life, is the main consequence of a weakened market for corporate control. In the second essay, we directly examine the causal relationship between managerial entrenchment and diversification. We demonstrate that more entrenched managers adopt higher levels of diversification than do less entrenched managers. We verify the result by using two-stage least squares (2SLS) regression and treating entrenchment as endogenous. In addition, based on an exogenous change in takeover legislation in Delaware in the mid-1990s, we adopt the differences-in-differences-in-differences (DDD) approach and demonstrate that managers increase diversification activities when they are protected against hostile takeovers. Given that diversification destroys value, these results are consistent with the agency costs explanation of diversification. We then explore the motivations that drive managers to diversify. We document that entrenched managers diversify to gain private benefits and to reduce firm risk. Finally, we demonstrate that CEO equity-based incentives increase when takeover-protected firms diversify, suggesting that firms proactively respond to counterbalance the increased costs associated with discretional diversification, which is consistent with theories of optimal contract. DOI: 10.5353/th_b5153698 Subjects: Capital investments Corporate governance Corporations - Finance
