Effects Of External And Internal Corporate Governance Mechanisms On Investment Opportunity Set And Firm Performance

�公司治理__受到__界和__界人士的_泛_注。_有研究_注更多的是西方成熟__体的公司治理__。在新_市__家，_中小股__益的法律保_相比成熟__体有所欠缺，如何_解控股股__中小股__富的侵占__是公司治理的一_重要__。中_公司所有__构高度集中、存在非流通股，容易_生大股__中小股_利益的侵占__。由_春燕、_田交_著的《公司治理_构与治理机制研究--基于金融危机股_分置改革的_角》_用中__据研究公司治理机制如何保_中小股_利益的__。具体__，本_研究了以下三_方面的__：(1)在全球金融危机期_公司治理机制_公司市___的影_；(2)高管更替后公司市___的_期表_；(3)公司_金股利支付与公司所有__构之_的_系。已有文___了中_公司治理_公司__的影_，本_在受到更少治理_量內生性__影_的研究_置下再一次__中_公司治理_公司__的影_。 2007—2009年全球金融危机___公司__是不可__的，采用全球金融危机期_的_据__治理机制_公司__的影_可以避免治理_量的內生性__。研 究__在金融危机前表_差一些的_有企_在金融危机期_反而表_更好了，特_是那些公司所有__构集中和_行__多的_有企_。__果表明集中的_家所有__解了金融危机期__有企_的__困境。_研究___在控制了各种公司特征_量后，管理者持股与有企_金融危机期_的市___呈_著正相__系，表明管理者持股_解了_有企_的委托代理__。最后，___聘用有__的___事_所_任__的公司在全球金危机期___了更少的市___下降。 2005年，_了消除非流通股，中______了股_分置改革，__中_的公司治理_构__了巨大_化。本_分_探究了股_分置改革前后高管更替公司的市___表_，_果表明股_分置改革前高管更替_有改_公司市___，但在股_分置改革完成后，_那些投_者股票回___的公司的高管_行更替后，公司股票__取得了_著改善。_表明在股_分置改革后，公司控股股_有_力去_戒市___表_ 差的公司高管。 本_探究了中_上市公司_金股利支付相_的侵占__，具体研究了股_分置改革前后非流通比例的改_、控股股_持股比例的改_与公司_金股利支付_化的_系。本_研究表明，在中_，由于_中小股_保__不足，加上集中的所有__构，控股股_的_机非常重要。股_分置改革在一定程度上使控股股_与中小股_的利益__一致，但是只要控股股_有_机持有充足的股份以_到他_控制公司的目的，控股股_与中小股_之_的利益_突就不_完全消除。

This publication examines the role of corporate governance arrangements in providing right incentives to contribute the value creation process within the private enterprises and the implications of the differences in ownership structures on corporate governance practices and frameworks.

Written by an international team of authors, this book provides the first systematic account of the control of corporate Europe based on voting block data disclosed in accordance with the European Union's Large Holdings Directive (88/627/EEC). The study provides detailed information on the voting control of companies listed on the official markets in Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, the United Kingdom, and, as a benchmark comparison, the United States. The authors record a high concentration of control of corporations in many European countries with single blockholders frequently controlling more than fifty per cent of corporate votes. In contrast, a majority of UK listed companies have no blockholder owning more than ten per cent of shares, and a majority of US listed companies have no blockholder with more than six per cent of shares. Those chapters devoted to individual countries illustrate how blockholders can use legal devices to leverage their voting power over their cash-flow rights, or how incumbents prevent outsiders from gaining voting control. It is shown that the cultural and linguistic diversity of Europe is (almost) matched by its variety of corporate control arrangements.

We examine the effects of internal and external corporate governance and monitoring mechanisms on the dual-class status and the firm value of dual-class firms. Employing 736 dual-class firms and 7,027 single-class firms in U.S., we find that dual-class firms tend to be larger, and have higher director ownership, higher institutional ownership, lower blockholdings, and a smaller fraction of independent directors on their boards than single-class firms. In addition, we observe that dual-class firms are followed by a smaller number of security analysts. After correcting for endogeneity bias, our results show that not only firms with higher analyst coverage, but also firms with higher analyst following and a lower wedge, measured as the difference between voting rights and cash flow rights, are strongly associated with Tobin's q. In contrast, blockholders' ownership, board independence, and institutional ownership play a relatively insignificant role in enhancing dual-class firm value. We interpret these results suggest that security analysts are one of the most effective monitoring mechanisms that influence both the dual-class choice and firm value. Our results are not attributed either to the difference in firm size or to an industry effect.

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.

This dissertation examines the impact of internal governance on firms' earnings quality. Analytically developed by Acharya et al. (2011), internal governance is the checks-and-balances imposed by subordinates on the CEO, forcing the CEO to focus on the firm's long-term value. While there is a burgeoning literature on the impact of internal governance on various dimensions of firm performance such as investment and innovation efficiency, there is a lack of understanding about how internal governance affects the quality of reported accounting numbers. Given the importance of earnings quality for decisions such as investment, I investigate whether the above-mentioned bottom-up governance mechanism has any influence upon the quality of earnings. Specifically, I focus on the impact of internal governance on firms' earnings persistence, earning smoothness, accruals quality, internal control weaknesses, and financial restatements. Based on samples for the 2004-2018 period, I document that firms with effective internal governance have higher quality earnings. This finding is robust to firm- and year-fixed effects, an alternative measure of internal governance effectiveness, and additional control variables related to corporate governance. Additionally, I find some evidence that the impact of internal governance on earnings quality is weaker for firms with powerful or overconfident CEOs.This dissertation contributes to the literature on internal governance as well as the literature on earnings quality by documenting the effect of internal governance on earnings quality. The findings of this dissertation also have practical implications for various parties such as investors, financial analysts, auditors, management, and boards of directors.

Corporate CEOs are headline news. Stock prices rise and fall at word of their hiring and firing. Business media debate their merits and defects as if individual leaders determined the health of the economy. Yet we know surprisingly little about how CEOs are selected and dismissed or about their true power. This is the first book to take us into the often secretive world of the CEO selection process. Rakesh Khurana's findings are surprising and disturbing. In recent years, he shows, corporations have increasingly sought CEOs who are above all else charismatic, whose fame and force of personality impress analysts and the business media, but whose experience and abilities are not necessarily right for companies' specific needs. The labor market for CEOs, Khurana concludes, is far less rational than we might think. Khurana's findings are based on a study of the hiring and firing of CEOs at over 850 of America's largest companies and on extensive interviews with CEOs, corporate board members, and consultants at executive search firms. Written with exceptional clarity and verve, the book explains the basic mechanics of the selection process and how hiring priorities have changed with the rise of shareholder activism. Khurana argues that the market for CEOs, which we often assume runs on cool calculation and the impersonal forces of supply and demand, is culturally determined and too frequently inefficient. Its emphasis on charisma artificially limits the number of candidates considered, giving them extraordinary leverage to demand high salaries and power. It also raises expectations and increases the chance that a CEO will be fired for failing to meet shareholders' hopes. The result is corporate instability and too little attention to long-term strategy. The book is a major contribution to our understanding of corporate culture and the nature of markets and leadership in general.

This report reflects long-term, in-depth discussion and debate by participants in the Latin American Roundtable on Corporate Governance.