The SEC’s Impact on the Federalization of Corporate Governance—A Traditional Perspective

2018 ◽  
Author(s):  
Marc I. Steinberg
Keyword(s):  
Corporate Governance ◽  
Mergers And Acquisitions ◽  
Insider Trading ◽  
Securities And Exchange Commission ◽  
Outside Directors ◽  
Tender Offers ◽  
Going Private ◽  
Rule Making

This chapter examines, from a traditional perspective, several areas where the Securities and Exchange Commission (SEC) has impacted corporate governance in a meaningful way. By way of example, these subjects include insider trading, qualitative materiality, the role of gatekeepers (such as outside directors, attorneys, and accountants), the Commission’s use of disclosure to influence conduct, the implementation by subject companies of undertakings pursuant to SEC enforcement proceedings, and mergers and acquisitions (including tender offers and going-private transactions). This chapter’s focus is on the manner in which the SEC for well over 50 years has impacted corporate governance by means of exercising its rule-making and oversight authority.

Unresolved Business: Federal Corporate Governance Enhancements

2018 ◽  
Author(s):  
Marc I. Steinberg
Keyword(s):  
Corporate Governance ◽  
Insider Trading ◽  
Securities And Exchange Commission ◽  
Federal Courts ◽  
Professional Conduct ◽  
State Law ◽  
Federal Law ◽  
Tender Offers ◽  
Federal Level ◽  
Federal Statute

This chapter analyzes and recommends federal corporate governance enhancements that should be implemented. These enhancements, which should be adopted in a measured and directed manner, are necessary to remediate certain deficiencies that currently exist. Consistent therewith, this chapter focuses on several important matters that merit attention, including the undue deference by federal courts to state law, the appropriate application of federal law to tactics undertaken in tender offers, the need for a federal statute encompassing insider trading, and the propriety of more vigorous oversight by the Securities and Exchange Commission (such as with respect to the “current” disclosure regime, the SEC’s Standards of Professional Conduct for Attorneys, and the Commission’s neglecting at times to invoke its statutory resources). Thus, the analysis set forth in this chapter identifies significant deficiencies that currently exist and recommends measures that should be implemented on the federal level to enhance corporate governance standards.

Summary of Recommendations for Adoption

2021 ◽  
pp. 301-322
Author(s):  
Marc I. Steinberg
Keyword(s):  
Corporate Governance ◽  
Mergers And Acquisitions ◽  
Insider Trading ◽  
Securities And Exchange Commission ◽  
Business Practices ◽  
Due Diligence ◽  
Securities Litigation ◽  
Legitimate Business ◽  
Adoption And Implementation ◽  
The U.S

This chapter summarizes key recommendations that are proffered throughout this book. Recommendations that are proposed encompass the areas of the disclosure framework, issuer exemptions from Securities Act registration, exemptions for resales of securities, the Securities Act registration framework, due diligence in registered offerings, the federalization of corporate governance, private securities litigation, insider trading, mergers and acquisitions, and the Securities and Exchange Commission. In total, well over 100 recommendations are set forth in this chapter. Hence, this book has identified problematic areas, analyzed their shortcomings, and recommended solutions that should ameliorate the deficiencies that exist. With the adoption and implementation of the recommendations made herein, the U.S. securities framework should become more transparent, even-handed, and investor-oriented without imposing undue burdens on legitimate business practices.

The role of toeholds on asymmetric information in mergers and acquisitions

2017 ◽  
Vol 34 (2) ◽  
pp. 260-280
Author(s):  
Sebouh Aintablian ◽  
Wissam El Khoury ◽  
Zouhaier M’Chirgui
Keyword(s):  
Asymmetric Information ◽  
Mergers And Acquisitions ◽  
Intangible Assets ◽  
Negative Relationship ◽  
Multinomial Logit Model ◽  
Target Firm ◽  
Content Type ◽  
Tender Offers ◽  
Asymmetry Of Information

Purpose This paper aims to examine empirically the role of toeholds in reducing asymmetric information in mergers and acquisitions by establishing a relationship between the toehold and some relevant characteristics of the acquiring and the target firm. Design/methodology/approach A regression analysis is conducted to examine the relation between the dependent variable (the toehold) and a set of independent variables. A multinomial logit model is used to test for the occurrence of toeholds. A probit selection model and two-step Heckman correction tests are used to correct the data and to check for robustness of the results. Findings The regression results for acquisitions with prior toeholds are consistent with the studied hypotheses that asymmetric information is more observed in foreign acquisitions, in different industries, with tender offers and with higher levels of intangible assets. A negative relationship is found between toehold size and the number of competing bidders. Originality/value Consistent with previous literature, the study finds that majority of bidders abstain from purchasing a toehold before entering a bid contest. The study also emphasizes the role of intangible assets in assessing the efficacy of toeholds under asymmetric information. The ratio of target intangible assets to target total serves as a proxy for asymmetric information. Regression results are consistent with the hypotheses that asymmetry of information is observed when the acquiring and the target firm operate in different countries and industries.

scholarly journals The Urge to Merge: The Role of Governance Structures in Mergers and Acquisitions

1970 ◽  
Vol 13 (2) ◽  
pp. 151-166
Author(s):  
Catherine Daily ◽  
Dan Dalton
Keyword(s):  
Decision Making ◽  
Mergers And Acquisitions ◽  
Board Of Directors ◽  
Board Composition ◽  
Outside Directors ◽  
Target Firm ◽  
Target Firms ◽  
The Board Of Directors ◽  
The Relationship

The 1990s have witnessed merger and acquisition activity which rivals that of the 1980s "merger mania." As firms continue to consolidate either within industries or across industries it is appropriate to investigate those aspects of a target firm which might attract a bidder. The board of directors, a central decision-making body in the corporation, may provide insights into this process. This study investigates the relationship between board composition and size and the incidence of a firm being targeted for a merger or acquisition. Results of a logistic regression analysis of a matched set of target firms and firms not targeted for merger or acquisition reveal that target firms have higher proportions of independent outside directors and more total numbers of directors. Moreover, we find that target firms have greater exposure to institutional investors.

MERGERS AND ACQUISITIONS STRATEGY: THE ROLE OF CORPORATE GOVERNANCE

2014 ◽  
Vol 14 (1) ◽  
pp. 155-161
Author(s):  
Jay Tran ◽  
Peng Chan ◽  
Lam Pennsylvania
Keyword(s):  
Corporate Governance ◽  
Mergers And Acquisitions

The effect of characteristics of audit committee and board on corporate profitability in Iran

2018 ◽  
Vol 34 (1) ◽  
pp. 71-88 ◽  
Author(s):  
Mahdi Salehi ◽  
Mohammad Tahervafaei ◽  
Hossein Tarighi
Keyword(s):  
Corporate Governance ◽  
Audit Committee ◽  
Stock Exchange ◽  
Emerging Market ◽  
Board Independence ◽  
Outside Directors ◽  
Governance Mechanisms ◽  
Content Type ◽  
Corporate Governance Mechanisms

Purpose The purpose of this paper is to evaluate the relationship between the characteristics of the audit committee and the board and profitability among the companies listed on the Tehran Stock Exchange (TSE) in Iran. Design/methodology/approach In this study, the companies listed on the TSE during the period from 2010 to 2015 are investigated. The Linear panel regression method is employed for this purpose. The independent variables of the study are composed of some corporate governance mechanisms including audit committee size, audit committee expertise, board size, board independence, chief executive officer (CEO) duality, and institutional ownership. Findings In spite of the fact that there does not exist any significant association between audit committee size and corporate financial performance, the results indicate that there is a positive and significant relationship between audit committee financial expertise and profitability. The authors found that the number of board members cannot affect corporate performance; moreover, duality of CEO role in Iranian companies does not affect company performance. However, the outcomes showed a positive and significant association between the proportion of outside directors on the board (board independence) and profitability at 99 percent confidence level. This implies that the role of non-executive directors in Iran is inconsistent with the stewardship theory. This is due to the fact that independent directors understand the status of business and market better than the board’s executive members. Finally, the results indicated that there is no significant association between institutional owners and Iranian companies’ performance. Practical implications The findings of this study will reveal more than ever the role of corporate governance mechanisms for society and users of financial statements because as tools on the CEO actions, they always have to pay attention to the implementation of corporate principles in the economic entity’ operation. Originality/value This is one of the most important studies that simultaneously examine the impacts of characteristics of the audit committee and the board on profitability in an emerging market, and the results of the study may give strength to Iranian as well other developing countries.

scholarly journals Evaluating the Impact of Corporate Governance on Firm Performance Using Board Index

2016 ◽  
Author(s):  
Basil Okoth ◽  
Metin Coşkun
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Positive Relationship ◽  
Stock Exchange ◽  
Negative Relationship ◽  
Vital Role ◽  
Outside Directors ◽  
General Business ◽  
The Impact

In 2013, the CMA at the İstanbul Stock Exchange increased the weight assigned to the Board of Directors component of its Corporate Governance Index to 35% from the previous 25%. Interpreting this as a recognition of the increasing vital role of the board, this study seeks to enhance the work of Abdıoğlu and Kılıç (2015) by putting more focus on the role of women in the boards and the effect of the busy chairman as well as the presence of outside directors on the effectivity of the Board. (The general business structure is associated with family owned groups and holdings which results into a network of intertwined board membership and cases of multiple directorship where, one board chairman can hold the same position or any directorship in as many as ten firmshence the busy chairman). I employ a different method of evaluating performance (EVA) together with the accounting measures of ROE and ROA (as opposed to the overused Tobin’s Q), which I regress against the Board Index to be created. The focus is on firms on the BIST 100 index (excluding financial) between 2009 and 2013. The results reveal that the BINDEX has a significant and positive relationship with firm performance as measured by EVA. A second model reveals no relationship between the BINDEX and firm ROA, similar to the results of Kiliç and Abdioğlu (2015). ROA however has a positive relationship with the proportion of female directors in the board, as earlier reported by LückerathRovers (2013). Another model using ROE as the proxy for performance registers a significant negative relationship with the index. The contradiction obtained in the results from these three models underscore the importance choosing the right methods when estimating the performance of a firm.

scholarly journals Board Structures and Financial Performance of UK Top Firms: An Investigation of the Moderating Role of the Directors’ Compensation

2015 ◽  
Vol 9 (3) ◽  
pp. 219
Author(s):  
James O. Alabede ◽  
Tony Muff
Keyword(s):  
Corporate Governance ◽  
Financial Performance ◽  
Board Composition ◽  
Outside Directors ◽  
Corporate Board ◽  
Financial Compensation ◽  
The Uk ◽  
The Relationship ◽  
Moderating Role

Although several studies have empirically investigated the connection between corporate governance structures and financial performance, evidence from the literature indicates that findings from these studies are inconsistent, hence inconclusive. In this light, some scholars suggest that the inconsistency in the findings could be an indication that there is factor(s) moderating the relationship between the two variables. For this reason, we investigate how corporate board structures relate to financial performance and the effect of directors’ financial compensation on such relationship using samples of the UK top firms. The findings of the study suggest that board composition is positively associated with financial performance (Tobin q). Other than that, the study also indicates that the effect of directors’ financial compensation interacts positively with board composition to influence financial performance. By implication, this finding demonstrates that financial rewards to the outside directors play an inevitable role in influencing the relationship between corporate board and financial performance.

Mergers and Acquisitions

2021 ◽  
pp. 239-266
Author(s):  
Marc I. Steinberg
Keyword(s):  
Mergers And Acquisitions ◽  
Federal Government ◽  
National Policy ◽  
Necessary Condition ◽  
Primary Role ◽  
Federal Law ◽  
Tender Offers ◽  
Federal Level ◽  
Going Private ◽  
Takeover Bids

This chapter focuses on mergers and acquisitions (M&A), entailing going-private transactions, tender offers, proxy contests, mergers, and similar types of transactions. While the framework established by the SEC and Congress on the federal level is commendable, significant gaps exist. This chapter focuses on these gaps and recommends specified measures that should be implemented. The recommended measures are directed toward elevating the federal government’s role to serve as the principal regulator overseeing the M&A process. Among the measures that should be adopted are that: state anti-takeover statutes should be federally preempted; the legitimacy of tactics undertaken in response to takeover bids should be within the province of federal law; and a necessary condition as to whether an offensive or defensive maneuver is permissible and given effect is whether the requisite shareholder approval has been obtained. Importantly, the recommendations advanced in this chapter do not materially impede M&A transactions, recognize that shareholder voice merits a primary role in this process, and correctly place matters of national policy with the federal government rather than the applicable state of incorporation.

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