The Evolution of U.S. Corporate Governance: We Are All Henry Kravis Now
The 1980s brought a phenomenal dollar volume of corporate takeovers and restructuring activity — activity distinguished by an unprecedented level of leveraged buyouts (LBOs) and hostile takeovers led by raiders such as Henry Kravis of Kohlberg Kravis & Roberts (KKR) fame. Despite the resurgence of takeovers in the 1990s, LBOs and raiders have not reappeared. Their legacy, however, remains. As finance professor Steven Kaplan of … [ Read more ]
Content: Article | Author: Steven Neil Kaplan | Source: Capital Ideas | Subject: Corporate Governance
As You Sow Corporate Social Responsibility Program
The Corporate Social Responsibility Program promotes corporate responsibility by engaging publicly held companies to adopt more progressive social and environmental policies – using the power of ownership to promote positive change. We engage in dialogue with selected companies, file shareholder resolutions, build coalitions, and conduct shareholder solicitation and media initiatives to raise awareness and promote more responsible corporate behavior.
Content: Online Resource | Source: As You Sow | Subjects: Corporate Governance, Social Responsibility (ESG)
Corporate Monitoring Project
Since 1996, former U.C. Berkeley finance professor and Wall Street trader Mark Latham has offered the Vancouver-based Corporate Monitoring Project as a kind of Internet samizdat at which he posts dissident shareholder resolutions excluded from proxy material sent to investors.
Content: Online Resource | Author: Mark Latham | Subjects: Corporate Governance, Social Responsibility (ESG)
The Battle for Corporate Power
“The large, publicly owned corporation is, nominally, a representative democracy. But power in most corporations lies everywhere but in the hands of the people. For decades, the shareholders of big U.S. companies have resembled the pre-Revolutionary American colonists, who labored under an indifferent ruling class that looted the people’s wealth and that left them few lawful means of redress. Today, citizen shareholders vote for referenda … [ Read more ]
Content: Article | Author: James Krohe Jr. | Source: Across the Board (ATB) | Subjects: Corporate Governance, Social Responsibility (ESG)
Making Sense of Executive Pay
What is the right way of aligning executive pay and shareholder value? First, be clear about what really drives a company’s value. Second, link pay to successful strategy execution, as well as to outperforming peers in the stock market.
Content: Article | Authors: Marcia Blenko, Orit Gadiesh, Robin Buchanan | Sources: Bain & Company, Global Agenda | Subject: Corporate Governance
Removing the Lump Under the Boardroom Carpet
Creating real movement in the boardroom requires the board to see itself in a different light, own what it sees, set a course forward and hold itself accountable for executing that course.
Content: Article | Authors: Lana J. Furr, Richard M. Furr, Ph.D. | Source: CEO Refresher | Subject: Corporate Governance
CEO Overconfidence and the Urge to Merge
As anyone who reads business headlines can attest, the comeback in merger and acquisition activity that began last fall is continuing to surge ahead in 2004. This M&A uptick has led some scholars to accuse acquisition-hungry executives of being empire builders, interested mainly in benefiting themselves rather than their shareholders. But a recent research paper co-authored by Wharton finance professor Geoffrey Tate suggests that overconfidence, … [ Read more ]
Content: Article | Source: Knowledge@Wharton | Subject: Corporate Governance
To Have and To Hold
On average, stock ownership by officers and directors of publicly traded firms is higher today than earlier in the 20th century.
Content: Article | Author: Randall S. Kroszner | Source: Capital Ideas | Subjects: Corporate Governance, Finance
Powerful CEOs and their Impact on Corporate Performance
Executives can only impact firm outcomes if they have influence over crucial decisions. Based on this idea we develop and test the hypothesis that firms whose CEOs have more decision-making power should experience more variability in performance. We construct proxies for the CEO’s power to influence decisions and show that stock returns are significantly more variable for firms run by powerful CEOs. We find similar … [ Read more ]
Content: Article | Authors: Daniel Ferreira, Heitor Almeida, Renee B. Adams | Source: Social Science Research Network (SSRN) | Subjects: Corporate Governance, Finance
John Nirenberg
Every time researchers study the effect of the CEO on firm performance, they contribute to the idea that the big boss has a make-or-break effect, even though research usually finds that he doesn’t. Most people-including CEOs-would agree they can’t save a company on their own, so why do corporate boards persist in looking for a savior in a shrinking (and somewhat discredited) pool of saviors? … [ Read more ]
Content: Quotation | Source: Across the Board (ATB) | Subjects: Corporate Governance, Management
The Perils of Shareholder Lawsuits
More and more companies are being attacked by shareholders in class-action lawsuits that cost an arm and a leg.
Content: Article | Author: Richard H. Gamble | Source: Business Finance Magazine | Subjects: Corporate Governance, Legal
John Nirenberg
Large companies are neglecting the development of internal executive candidates since the old paternalistic, career-oriented employment contract was destroyed with the downsizings of the 1990s…Similarly, companies invested less in career and executive development because of the new transience and heightened career mobility…So organizations aren’t doing what they need to do to develop executive talent, yet they decry a shortage. Then they poach from other organizations…that … [ Read more ]
Content: Quotation | Source: Across the Board (ATB) | Subjects: Corporate Governance, Organizational Behavior
A Blueprint for Corporate Governance
If the top business schools offered a Ph.D. in corporate governance, their textbooks would cover subjects that extend far beyond recent accounting scandals and the resulting legislation. They would put governance in a historical context to show how problems arose. They would examine factors that make markets inefficient. They would discuss stock valuation and asset pricing models. And they would examine the impact of financing … [ Read more ]
Content: Book | Author: Fred R. Kaen, Ph.D. | Subject: Corporate Governance
Managerial Entrenchment and the Debt-Equity Choice
OK we’ve heard all about shareholder-manager conflicts over the past few years (see Enron, Adelphia, Tyco etc.). And as a result we’ve heard all about corporate governance. But how does it tie back to the classroom in a concrete manner? One of the most frequent ways is to focus on the problems of managerial risk aversion. (For instance: due to risk aversion managers … [ Read more ]
Content: Article | Author: Ayla Kayhan | Source: University of Texas at Austin | Subjects: Corporate Governance, Finance
The Fall of Enron
Abstract:
We will assess how governance and incentive problems contributed to Enron’s rise and fall. A well-functioning capital market creates appropriate linkages of information, incentives, and governance between managers and investors. This process is supposed to be carried out through a network of intermediaries.
We show that despite this elaborate corporate governance and intermediation network, Enron was able to attract large sums of capital to … [ Read more ]
Content: Article | Authors: Krishna Palepu, Paul Murray Healy | Source: Journal of Economic Perspectives | Subject: Corporate Governance
Leadership: Successful CEO Succession Planning
How can board search committees assess and rank equally competent CEO candidates, all with stellar track records, bullet-proof references and articulate, polished rationales for why they should be the next leader?
Editor’s Note: see related Prism aritcle, “Reflections on Succession”
Content: Article | Authors: Jeffrey Cohn, Rakesh Khurana | Source: CEO Refresher | Subject: Corporate Governance
The Real Cost of Finding a CEO
Showing top execs the door can be an expensive proposition-and not just because of hefty severance packages.
Content: Article | Author: Pamela Mendels | Source: Chief Executive | Subject: Corporate Governance
Success Express – A Look at Major Corporate Leaders
Corporate Governance: Hard Facts about Soft Behaviors
Although governance regulations and management culture differ from firm to firm, the following best practices can – and should – cross borders:
1. Select the right directors
2. Train them continuously
3. Give them the right information
4. Balance the power of the CEO and directors
5. Nurture a culture of collegial questioning
6. Gain from directors an adequate commitment of time
7. Measure and … [ Read more ]
Content: Article | Authors: Bill Birchard, Christian Burger, Paul F. Kocourek | Source: strategy+business | Subject: Corporate Governance
Shareholder Democracy
Led by an unlikely activist, Robert A.G. Monks, the years-long push for shareholders’ rights is suddenly gaining steam. Is CEO clout in the boardroom seriously at risk?
Content: Article | Author: Gregory J. Millman | Source: Chief Executive | Subject: Corporate Governance
