Investor protection: effects of takeover convergence

2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Jyoti Dixit ◽  
Poonam Singh ◽  
Arunima Haldar
Keyword(s):  
Corporate Governance ◽  
Common Law ◽  
Investor Protection ◽  
Critical Role ◽  
Emerging Economy ◽  
International Standards ◽  
Governance Mechanism ◽  
Content Type ◽  
Global Standards ◽  
Corporate Governance Mechanism

Purpose Takeovers play a critical role as an external corporate governance mechanism to ensure investor protection. There is a long-standing debate on whether the convergence of corporate governance to global standards can enable emerging economies to ensure investor protection. This paper aims to analyse the evolution of the takeover code, namely, Securities Exchange Board of India’s Substantial Acquisition of Shares and Takeovers (2011) in India from the lens of investor protection. It then compares the takeover provisions in India, the USA, the UK, Singapore and Australia to examine the extent of convergence and its implications for investor protection. Design/methodology/approach Using a cross-national comparative analysis of takeover mechanisms in common law countries, the study analyses the extent and relevance of convergence in form. The focus of the comparison is on regulations governing offer size, offer price, creeping acquisition and initial trigger limit for the mandatory open offer. Findings The findings suggest that certain provisions such as the initial trigger threshold for the mandatory offer and the offer prices of the Indian takeover code are converging with the standards in common law countries. However, the offer price determination based on market prices may not reflect true market value in an inefficient market like India. Other provisions such as creeping acquisition and offer size are not only diverging from the international standards but are also inconsistent with the key objective of investor protections of the Indian regulator. Research limitations/implications Indian takeover regulation needs to converge to higher global standards to ensure adherence to improved investor protection. This needs to be done for the initial trigger limit for mandatory bid and offer prices, after accounting for the differences in institutional structure. The Indian regulators need to revisit provisions on the initial trigger, creeping acquisition to converge to the broader principle of investor protection. Originality/value This technical paper provides a comprehensive depiction of takeover mechanisms in an emerging economy context as a means of investor protection. Further using a comparative lens, it analyses the relevance of convergence of takeover laws. Thus, advances the theoretical knowledge of limited extant work on external corporate governance mechanism in an emerging economy context.

scholarly journals Corporate governance in practice: the role of practitioners' understanding in implementing compliance programs

2020 ◽  
Vol 33 (4) ◽  
pp. 887-911
Author(s):  
Riccardo Stacchezzini ◽  
Francesca Rossignoli ◽  
Silvano Corbella
Keyword(s):  
Corporate Governance ◽  
Governance Mechanism ◽  
Content Type ◽  
Case Study Analysis ◽  
Implementation Processes ◽  
Compliance Programs ◽  
Corporate Governance Mechanisms ◽  
Potential Benefits ◽  
Corporate Governance Mechanism

PurposeThis article investigates the implementation of a compliance programme (CP) in terms of how practitioners conceive of and execute the responsibilities arising from this corporate governance mechanism.Design/methodology/approachThis study involves a practice lens approach forms the case study analysis and interpretation, involving both interviews and documentary materials collected from an Italian company with prolonged compliance experience. Schatzki's (2002, 2010) practice organisation framework guides the interpretation of CP as a practice organised by rules, practical and general understandings and teleoaffective structures.FindingsCP practice evolves over time. A practical understanding of daily actions required to accomplish the CP and a general understanding of the responsibilities connected with the CP, such as the attitudes with which the CP is performed, are mutually constitutive and jointly favour this evolution. Dedicated artefacts – such as IT platforms, training seminars and compliance performance indicators – help spread both of these types of understanding. These artefacts also align practitioners' general understanding with the CP's teleoaffective structures imposed, including the CP's assigned objectives and the desired reactions to them.Research limitations/implicationsThe findings have theoretical and practical implications by revealing the relevance of practitioners' understanding of corporate governance mechanisms in their implementation processes.Originality/valueThis study reveals the potential benefits of practice lens approaches in corporate governance studies. It responds to the call for qualitative studies that demonstrate corporate governance as implemented in daily activities.

Corporate governance: institutional arrangement or market choice?

2014 ◽  
Vol 8 (4) ◽  
pp. 717-744 ◽  
Author(s):  
Mian Du ◽  
Siyan Chen ◽  
Huan Shao
Keyword(s):  
Corporate Governance ◽  
Firm Value ◽  
Institutional Arrangement ◽  
Listed Companies ◽  
Managerial Ownership ◽  
Governance Mechanism ◽  
Director Compensation ◽  
Content Type ◽  
Market Choice ◽  
Corporate Governance Mechanism

Purpose – The purpose of this paper is to investigate the relationship between corporate governance mechanism and firm value of the listed companies in China. Does the better corporate governance lead to the higher firm value? Or does the higher firm value make it easy to choose a better governance mechanism? Or they affect each other? In other words, this paper tries to answer whether the corporate governance mechanism is only decided by institutional arrangement, or by market choice according to firm value or performance or by the interaction of institutional arrangement and market choice? It tries to answer whether institutional arrangement maximizes the firm value, or an invisible hand pushes them to arrive at its maximum. Design/methodology/approach – This paper establishes an analytic framework of simultaneous equations based on causality, which includes five endogenous variables: ownership of larger shareholders, managerial ownership, director compensation, debt financing and firm value. It adopts 1,644 data samples from 274 Chinese listed companies in Shanghai and Shenzhen Stock Exchange during 2007- 2012 after the non-tradable shares reform. Ordinary least squares (OLS) estimation of single equation, 2SLS and 3SLS estimation of simultaneous equations are respectively done to show the differences of these three kinds of estimations. Findings – The empirical results show that differences exist among OLS, 2SLS and 3SLS estimation. Finally, 3SLS estimation should be adopted because the OLS and 2SLS estimation are biased. There are endogenous relationships between corporate governance mechanism and firm value. Through the 3SLS estimation, it is found that first, ownership concentration and firm value affect each other positively. Second, managerial ownership and firm value affect each other positively; third, director compensation and firm value affect each other negatively, while director compensation and firm performance affect each other positively. Finally, debt financing level and firm value are negatively related to each other. Practical implications – It means that ownership of large shareholders, managerial ownership, director compensation and debt financing in the Chinese listed companies are found to have a root in the interaction between institutional arrangement and market choice. It is also found that adverse selection occurs when creditors loan to the listed companies. Managerial compensation is positively related to accounting profit, but it is negatively related to firm value because managers increase profit due by earning management. This could only increase the accounting profits and obtain huge cash compensation, but not increase firm value and even harm the interests of shareholders. Originality/value – This paper not only shows the difference between OLS and 2SLS estimation but also compares the estimation of 2SLS and 3SLS in terms of empirical methods. It gives answers to the following questions: whether the relationship is one-way causality or bilateral causality between ownership concentration, managerial ownership, director compensation and firm value; whether governance mechanism affects firm value by institutional arrangement, or market drives both of them to strike a balance by an invisible hand. In other words, does it make them arrive at equilibrium through the competitive selection process when shareholders, directors, managers and creditors attempt to maximize themselves of their interests?

Firm, industry, and country level determinants of capital structure: evidence from Pakistan

2016 ◽  
Vol 5 (3) ◽  
pp. 362-384 ◽  
Author(s):  
Tanveer Ahsan ◽  
Man Wang ◽  
Muhammad Azeem Qureshi
Keyword(s):  
Corporate Governance ◽  
Capital Structure ◽  
Economic Conditions ◽  
Governance Mechanism ◽  
Short Term ◽  
Policy Makers ◽  
Content Type ◽  
Financial Firms ◽  
Country Level ◽  
Corporate Governance Mechanism

Purpose The purpose of this paper is to find out firm, industry, and country level determinants of capital structure of Pakistani listed non-financial firms. Design/methodology/approach The authors use a fixed effects panel data model over a 39 years (1972-2010) unbalanced panel data of Pakistani non-financial listed firms to determine the factors that influence capital structure of these firms. Findings The authors find that Pakistani firms prefer retained earnings to finance their business projects, and debt is easily available for experienced firms. Moreover, socio-economic collusive networks, poor corporate governance mechanism along with weak legal system provide these firms an opportunity to pass on their risk to the creditors (banks). Research limitations/implications The data set does not contain factors characterizing inter-industry heterogeneity, therefore, the authors use mean industry leverage and mean industry profitability to explore if any relationship exists between leverage of firms, and their respective industry leverage/profitability. Practical implications Pakistani non-financial firms are highly leveraged increasing their probability to face financial distress in erratic economic conditions. As such, the policy makers need to develop capital markets of Pakistan to enable a resilient corporate capital structure. Further, erratic economic conditions of Pakistan create uncertain business environment yielding short-term opportunities and to finance them Pakistani firms use short-term debt as a main financing source. The policy makers need to improve corporate governance mechanism and strengthen legal system that will go a long way to develop Pakistani capital market on sound and sustainable footing. Originality/value This is the first study that uses an extended number of variables and discovers financial behavior of firms in a bank-based economy having limited financing options, and facing erratic economic conditions.

Investor protection and market liquidity revisited

2015 ◽  
Vol 15 (4) ◽  
pp. 517-529 ◽  
Author(s):  
Xiaofeng Shi ◽  
Michael Dempsey ◽  
Huu Nhan Duong ◽  
Petko S. Kalev
Keyword(s):  
Corporate Governance ◽  
Hong Kong ◽  
Stock Market ◽  
Common Law ◽  
Investor Protection ◽  
Civil Law ◽  
Market Liquidity ◽  
Stock Liquidity ◽  
Content Type ◽  
Practical Implications

Purpose – This paper aims to establish the relation between corporate governance – as represented by investor protection at both the legal and firm levels – and stock market liquidity. Design/methodology/approach – This paper avails of the unique features of Hong Kong- and China-based stocks that are traded on the Hong Kong Stock Exchange so as to test whether differences between “common law” and “civil law” legal environments contribute to differences in stock liquidity. In addition, by constructing an internal corporate governance index score for each firm based on board size, board independence and information on the audit and remuneration committee, we document whether firms with better corporate governance scores have narrower spreads, greater depth and higher trading volumes. Findings – Overall, results provide support for a linkage between corporate governance issues – as investor rights protection at both the environment and firm protection levels – and stock market liquidity. Research limitations/implications – This paper recognizes that investor protection constitutes a single component of the desirability of investing in a firm’s stock. Nevertheless, it does appear to constitute an important component of a stock’s attractiveness. Practical implications – The practical implications are clear, namely, that good corporate governance of firms leads to their attractiveness as investment vehicles (for both the shorter and the longer terms). Social implications – The paper has clear social implications. In particular, the paper serves to highlight that prospects for enduring wealth creation are contingent on the safeguards accorded to the equity ownership of a firm’s stock. Originality/value – The originality lies in taking advantage of the unique features of the Chinese and Hong Kong firms on the Hong Kong Exchange, so as to examine the contrasting influences of common law and civil law on stock liquidity. Thus, the authors allow for the effects of corporate governance across the two legal environments (China and Hong Kong) to be compared and contrasted while maintaining other influences unchanged across Chinese and Hong Kong shares.

Legal protection systems, corporate governance and firm performance: a cross-country comparison

2022 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Yosra Ghabri
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Legal System ◽  
Institutional Environment ◽  
Common Law ◽  
Investor Protection ◽  
Civil Law ◽  
Legal Protection ◽  
Content Type ◽  
Valuation Effect

Purpose This paper builds on the “Law and Finance” theory and aims to examine the effect of the legal and institutional environment on the governance–performance relationship in the context of non-US firms. More precisely, it examines whether and how the country’s legal system and the level of investor protection interact with the firm-level corporate governance and affect firm performance. Design/methodology/approach The authors used the “G-Index” governance score developed by the Governance Metrics International rating for a sample of 12,728 firm-year observations from 23 countries over the 2009–2016 period. Findings The results show that the interaction between the country-level institutions and corporate governance system significantly affect the firm performance. In particular, the findings indicate that firms operating in common law countries tend to exhibit a positive valuation effect and higher performance than firms with a comparable corporate governance level operating in civil law countries. More precisely, the authors find that in common law countries, higher investor protection with enhanced corporate governance is associated with better firm performance. However, firms operating in civil law countries with weaker investor protection and a comparable corporate governance level tend to experience a negative valuation effect. Originality/value The findings suggest that the institutional and legal environment is crucial and important in determining the value-maximizing level of good governance practices. Managers and regulators should carefully analyze the cost of these initiatives and should coordinate it with the needs of the country’s legal system. The challenge for the company will be how to adjust its corporate governance strategy according to the needs and demands of the country’s legal system in which the company operates to improve its performance. The regulators should ensure a fit between the specifics of the national legal and institutional environment and corporate governance standards and practices.

Corporate governance and investment efficiency in Indonesia: the moderating role of industry competition

2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Irenius Dwinanto Bimo ◽  
Engelbertha Evrantine Silalahi ◽  
Ni Luh Gde Lydia Kusumadewi
Keyword(s):  
Corporate Governance ◽  
Generalized Method Of Moments ◽  
Investment Efficiency ◽  
Governance Mechanism ◽  
Content Type ◽  
Industry Competition ◽  
Corporate Governance Mechanisms ◽  
Corporate Governance Mechanism ◽  
The Relationship

Purpose This study aims to analyse the effect of corporate governance on investment efficiency and the moderating impact of industry competition on the relationship between corporate governance and investment efficiency. Design/methodology/approach The research sample includes a total of 36 publicly listed companies assessed by the Indonesian Institute for Corporate Directorship from 2012 to 2018. Testing is performed on full sample and overinvestment and underinvestment subsamples. Additional testing is further carried out using the generalized method of moments to address endogeneity problems and a robustness test is performed to assess the estimated investment efficiency. Findings Corporate governance can increase investment efficiency and the effectiveness of corporate governance is found to drop when the level of industry competition is higher. Practical implications The results of the present study corroborate the suggestion that companies need to implement corporate governance mechanisms. Furthermore, designing a corporate governance mechanism requires the scrutiny of the external environment, including industry competition. Originality/value The present study adds the profitability factor in the calculation of investment efficiency levels. This study also considers external factors that can influence the effectiveness of corporate governance in determining investment efficiency.

Do bank independency and diversification affect bank failures in Europe?

2019 ◽  
Vol 18 (3) ◽  
pp. 366-398
Author(s):  
Mehdi Mili ◽  
Anis Khayati ◽  
Amira Khouaja
Keyword(s):  
Corporate Governance ◽  
Bank Failure ◽  
Bank Failures ◽  
Governance Mechanism ◽  
Content Type ◽  
Failure Risk ◽  
Corporate Governance Mechanism ◽  
The Impact ◽  
The Relationship

Purpose Motivated by agency theory, this paper aims to explore the impact of bank diversification and bank independency on the likelihood of bank failure. The effects of corporate governance (ownership and board structures) are also examined. Design/methodology/approach Logistic regressions are used to explore the role of corporate governance on bank failure risk. This sample covers 608 banks from eight European countries. Findings The results suggest that the well-documented finding that diversification and bank independency may increase bank failure risk does not persist under strong corporate governance mechanism. Thus, to reduce the bank failure risk, diversification should be strongly monitored by the management to avoid excessive risk-taking by shareholders. Originality/value The approach used in this study differs from that used in previous studies from certain perspectives. First, unlike most previous studies that focused on the relationship between bank performance and bank diversification, the impact of income and asset diversification on bank failure is tested. Also, the impact of a combined effect of diversification and corporate governance variables on bank failure is tested. This allows the control for different ownership and board variables as factors that would potentially affect the likelihood of bank failure.

Corporate governance, risky business and construction industry: a divergence between Bursa and Construction Industry Development Board (CIDB) Klang Valley, Malaysia

2019 ◽  
Vol 19 (3) ◽  
pp. 438-457 ◽  
Author(s):  
Malik Hussain ◽  
Abdul Hadi
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Construction Industry ◽  
Comparative Approach ◽  
Governance Mechanism ◽  
Industry Development ◽  
Content Type ◽  
Depth Analysis ◽  
Corporate Governance Mechanism ◽  
Klang Valley

Purpose This study aims to examine the association between corporate governance mechanism and firm performance measured by return on assets (ROA). The question is whether an effective corporate governance mechanism is able to increase the firm performance of Bursa and Construction Industry Development Board (CIDB) Klang Valley, Malaysia. The main purpose of this study is the in-depth analysis of the corporate governance mechanism and construction industry Malaysia via Bursa and CIDB. Design/methodology/approach Following the primary and secondary data comparative approach, data are collected from 46 listed construction companies and 250 CIDB-registered SMEs for the financial year 2015. Descriptive statistics, Pearson correlation test are reported, and model estimation is performed using logistic regression. Findings The empirical outcome shows that the corporate governance mechanism is significant in case of the CIDB Malaysia-registered SMEs. While, it has insignificant impact on firm’s performance for Bursa Malaysia. Practical implications This paper offers evidence specifically for Bursa and CIDB Malaysia construction industry. It can also provide guidance to the board of directors for the subscription of shares under the corporate governance measures at Bursa Malaysia. The findings also suggest that CIDB should increase awareness regarding institutional investment to assist the securities market to develop further. Originality/value This study gives an indication about corporate governance, specifically for the CIDB-registered SMEs and Bursa Malaysia. It also discusses the matter of firm performance under the light of corporate governance.

Competition, corporate governance and corporate performance

2015 ◽  
Vol 6 (3) ◽  
pp. 251-271
Author(s):  
Olufemi Bodunde Obembe ◽  
Rosemary Olufunmilayo Soetan
Keyword(s):  
Corporate Governance ◽  
Private Sector ◽  
Productivity Growth ◽  
Interaction Effect ◽  
Interactive Effect ◽  
Bank Loans ◽  
Sustainable Growth ◽  
Governance Mechanism ◽  
Content Type ◽  
Corporate Governance Mechanism

Purpose – The purpose of this paper is to examine the nature of interactive effect of competition and corporate governance on productivity growth of firms in Nigeria. Studies that have considered this issue were mainly from developed countries possessing strong institutions as against those of developing countries like Nigeria. Moreover, studies from Nigeria have focused exclusively on corporate governance and firm performance. The interaction effect of competition on corporate governance is yet to be addressed in the context of Nigeria. Design/methodology/approach – The study adopts the dynamic panel data analysis approach suggested by Arellano and Bond for productivity growth analysis. Data on 76 non-financial firms for 11 years beginning from 1997 were extracted from the financial statements of companies collected from the Nigerian Stock Exchange and subsequently analysed using General Methods of Moments (GMM). Findings – The results show that competition had a positive impact on productivity growth, however, its interaction effect with corporate governance had a substitute but not significant impact on productivity growth. When competition was interacted with an alternative corporate governance mechanism – bank – a positive and significant impact was, however, observed which shows that competition and bank loans are complementary in stimulating productivity growth of firms in Nigeria. Research limitations/implications – The study could not be carried out beyond year 2007 owing to the exit of some firms after 2007 which could have reduced the sample size drastically. The findings emanating from this study suggests that government should focus much more on implementing competitive policies and bother less on writing corporate governance codes. Practical implications – The results demonstrate that corporate governance had no significant impact on productivity growth even when it was interacted with competition. However, competition on its own had a significant impact on productivity which means that Nigeria should concentrate more on building a competitive private sector, and in this regard, government should try and pursue policies that will foster competition and eliminate monopolistic tendencies. Once, there is effective competition, the corporate governance may be strengthened. However, the interactive effect of competition and bank loans was found with a positive and significant impact which indicates that banks as alternate corporate governance mechanism can only be effective if competition is strong. This goes to show that the financial sector may not be able to effectively and positively impact the real sector in Nigeria if the prevailing level of competition is low. In such a situation finance may not be channelled to projects that have long-run implications on sustainable growth and development. Social implications – Socially, if the environment for competition is not fostered in Nigeria, the country may face an uphill task in combating the problem of poverty through a private sector-led solution. Hence, there is a need for government to begin to formulate comprehensive competition policies that will ensure that resources are optimally utilized in Nigeria. Originality/value – In the context of Nigeria, this study is novel, the use of productivity growth as against firm financial performance is unique for Nigeria while the use of GMM method of analysis helps in reducing the effect of endogeneity inherent in corporate governance and performance of firms in Nigeria.

Triggering changes in corporate governance: before and after external whistleblowing

2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Nadia Smaili ◽  
Paulina Arroyo
Keyword(s):  
Corporate Governance ◽  
Chief Executive ◽  
Independent Directors ◽  
Governance Mechanism ◽  
Financial Statement Fraud ◽  
Content Type ◽  
Financial Crimes ◽  
Before And After ◽  
The Board Of Directors ◽  
Corporate Governance Mechanism

Purpose The purpose of this paper is to investigate whether a change of corporate governance occurs after financial crimes in Canada revealed through external whistleblowing. Design/methodology/approach Based on the methodology of Smaili and Arroyo (2019), the authors implement a qualitative research framework to examine 11 alleged Canadian corporate financial statement fraud cases publicly exposed during the 1995–2012 period. Findings The analysis suggests that firms had a weak traditional corporate governance mechanism before the external whistleblowing occurred. In almost every case, the chief executive officer (CEO) was also the chair of the board of directors. Although the reports by Dey and Saucier recommend that independent directors make up at least 75% of Canadian boards, we note that the percentage of independent directors was under 70% in six cases. Moreover, only two firms had a whistleblowing policy in place, and seven firms had a major shareholder. Regarding the consequences for corporate governance after whistleblowing, the analysis shows that the companies that survived the whistleblowing had enhanced their internal corporate governance by the third year after the whistleblowing. In fact, at all the surviving companies, the CEO was no longer the chair, and the percentage of independent directors had increased to 80%. However, for those survival companies that did not have a whistleblowing policy before the event, the situation did not change quickly, and they only implemented a policy after the enforcement of the new regulation in the year 2003. Originality/value This paper adds new insights to the research on financial crime by investigating the relation between corporate governance and whistleblowing.

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