scholarly journals Activist investors and implications for corporate governance: A case study of Barington Capital Group and L Brands

2019 ◽  
Vol 15 (2) ◽  
pp. 28-36 ◽  
Author(s):  
Hugh Grove ◽  
Mac Clouse
Keyword(s):  
Corporate Governance ◽  
Initial Public Offering ◽  
Boards Of Directors ◽  
Financial Analysis ◽  
Research Question ◽  
Public Information ◽  
Corporate Executives ◽  
Governance Analysis ◽  
Public Offering

The key research question of this paper is to explore the implications for both financial and corporate governance performances from the emergence of activist investors. This paper uses a dramatic case study of one specific activist investor’s role, Barington Capital Group, in analyzing the performance of a public company, L Brands, which lost $20 billion in market capitalization in the last three years while the U.S. stock market was going up significantly. In conclusion, this activist investor’s approach and recommendations in this case study could be used as operational guidelines by boards of directors and corporate executives for improving both their financial and corporate governance performances. From its financial analysis, Barington recommended either an initial public offering of the superior performing Bath & Body Works brand or a spinoff of the weak performing Victoria’s Secret brand. From its corporate governance analysis, Barington recommended that L Brands improve the composition of its board of directors whose deficiencies in director independence, industry experience, and diversity have hindered its ability to effectively oversee and advise management. Accordingly, the major sections of this paper are financial analysis, operational zeitgeist brand analysis, and corporate governance analysis. It is important to note that this paper was prepared exclusively with public information.

scholarly journals An activist investor’s successful corporate governance and strategic management impacts: An updated L Brands case study

2021 ◽  
Vol 17 (3) ◽  
pp. 61-71
Author(s):  
Hugh Grove ◽  
Maclyn Clouse
Keyword(s):  
Corporate Governance ◽  
Strategic Management ◽  
Initial Public Offering ◽  
Financial Analysis ◽  
Public Information ◽  
The Public ◽  
Public Company ◽  
Public Offering ◽  
Industry Experience

The key research aim of this paper is to analyze whether an activist investor’s recommendations for financial, corporate governance, and strategic management performances were successful or not. This paper updates the initial case study of the activist investor, Barington Capital Group, in analyzing the performance of a public company, L Brands, which had lost $20 billion in market capitalization in the last three years prior to the public letter from Barington to the L Brands CEO in March 2019. This updated case study analyzes whether Barington’s initial recommendations worked as operational guidelines for improving L Brands’ financial, corporate governance, and strategic management performances. From its financial analysis, Barington recommended either an initial public offering of the superior performing Bath & Body Works brand or a spinoff of the weak performing Victoria’s Secret brand. From its corporate governance and strategic management analysis, Barington recommended that L Brands improve the composition of its board of directors whose deficiencies in director independence, industry experience, and diversity hindered its ability to effectively oversee and advise strategic management. It is important to note that this paper was prepared exclusively with public information.

scholarly journals Corporate governance and IPO underpricing: evidence from the italian market

2021 ◽  
Author(s):  
Emanuele Teti ◽  
Ilaria Montefusco
Keyword(s):  
Corporate Governance ◽  
Initial Public Offering ◽  
Boards Of Directors ◽  
Stock Option ◽  
Board Members ◽  
Ipo Underpricing ◽  
Italian Market ◽  
Public Offering ◽  
The Impact ◽  
Positive Effect

AbstractThis paper aims to analyse the impact of firms’ corporate governance characteristics on the degree of first-day returns (i.e., underpricing) in the Italian initial public offering (IPO) market. In particular, this work investigates the impacts of the characteristics of boards of directors (BoDs) and ownership structure on the underpricing of newly offered shares. By studying a sample of 128 Italian IPOs between 2000 and 2016, it is concluded that corporate governance characteristics affect the degree of first-day returns following a company’s IPO. More specifically, the size of the BoD negatively affects underpricing, while the ownership of institutional investors and board members has a positive effect on the degree of underpricing. Conversely, no significant evidence is found with regard to board independence, the number of female directors in the boardroom, the implementation of stock option plans and ownership concentration.

The Steinhoff signals: The role of responsible investing for asset managers

2020 ◽  
pp. 1-17
Author(s):  
Hendrik Jacobus Haasbroek ◽  
Geoff Bick ◽  
Stephanie Giamporcaro
Keyword(s):  
Corporate Governance ◽  
Boards Of Directors ◽  
Financial Analysis ◽  
Real Life ◽  
List Type ◽  
Responsible Investment ◽  
Teaching Case ◽  
Responsible Investing ◽  
Asset Managers

Subject area of the teaching case: The case can be used in the subject areas of finance and in particular investments, corporate governance, ESG, or responsible investments. It is suitable for students from all financial backgrounds, from a novice in the financial markets to an expert in finance. It is, however, expected that the class should have a sound fundamental grounding in financial analysis and valuations. The purpose of this case is to prepare students for future investments they would make in whatever capacity – whether in private or listed companies – and to prepare them for future roles on boards of directors. The examples of real-life events in this case study are used to prepare students for future similar situations in which they might find themselves. Student level: This teaching case is aimed at postgraduate students pursuing an MBA or a specialist Masters in a finance programme. This case can be used as a master class in corporate governance, investments, or responsible investments. This case is also suited for an executive education class in management. It is particularly relevant to a module that focusses on investments, corporate governance, ESG, or responsible investments. Brief overview of the teaching case: The case study chronicles meetings held on 8 November 2017 at a fictional South African asset manager, Active Investment Management (AIM). These meetings discuss the firm's investment in JSE-listed Steinhoff International Holdings. The case deals with the questions that active fund managers need to address when balancing financial analysis; environmental, social, and governance (ESG) analysis; portfolio management; and the need to comply with their fiduciary duty to clients. It also looks at the need for responsible investing in decision-making. Expected learning outcomes: The understanding of the assessment around the complexities of asset management when it comes to responsible investment. To determine why institutional investors should apply responsible investment principles when making investment decisions. An understanding of the evaluation of the unique roles of the three pillars of corporate governance, namely asset managers, auditors, and the board of directors. The ability to assess how to integrate financial analysis and ESG principles in making investment recommendations.

scholarly journals Due Diligence Procedures and Principles for Financial Analysis and Corporate Governance

2018 ◽  
Vol 12 (1) ◽  
pp. 107-114
Author(s):  
Hugh Grove ◽  
Mac Clouse
Keyword(s):  
Corporate Governance ◽  
Boards Of Directors ◽  
Financial Analysis ◽  
Financial Analysts ◽  
Forensic Analysis ◽  
Common Stock ◽  
Corporate Executives ◽  
Governance Practices ◽  
Global Companies ◽  
A Company

An initial set of seven procedures is developed for assessing a company’s common stock. A second set of ten procedures is developed for performing stealth or external financial (forensic) analysis on a company’s common stock. Also, a set of eight corporate governance principles, developed in secret over one year by 13 prominent CEOs of U.S. based, global companies, are elaborated for analyzing a company’s corporate governance practices in this paper. The purpose of this paper is to portray how these procedures and principles can be used by financial analysts and Boards of Directors in helping to assess the viability of the companies they are analyzing or serving and to develop key questions to ask of corporate executives. Thus, the first set of procedures elaborates seven reasons to consider in assessing a company’s stock. The second set of procedures develops ten steps of stealth forensics to investigate the possibility of financial shenanigans or fraud by a company. The last set of eight principles assesses the strength of corporate governance in a company. The importance of these principles is demonstrated by matching them with the practices of just 18 mainly global companies that managed to destroy $1.5 trillion of market capitalization. All these twenty-five procedures and principles will help strengthen financial analysis and corporate governance, especially for the role of financial analysts and Boards of Directors in assessing the value of companies’ common stock for investors.

scholarly journals Evolution of corporate governance towards intrinsic value

2019 ◽  
Vol 1 (1) ◽  
pp. 8-15 ◽  
Author(s):  
Hugh Grove ◽  
James C. Lockhart
Keyword(s):  
Corporate Governance ◽  
Boards Of Directors ◽  
Intrinsic Value ◽  
Research Question ◽  
Three Dimensional ◽  
Success Factor ◽  
Company Stock ◽  
Corporate Executives ◽  
Legal Personhood ◽  
Challenges And Opportunities

The major research question addressed by this paper is how to evolve corporate governance beyond its traditional shareholder focus towards the broader perspective of a stakeholder focus with intrinsic value. Intrinsic value refers to the monetary value of a company, stock, currency, or product determined by fundamental analysis, without reference to extant market value. It is ordinarily calculated by summing the discounted future income generated by the company, stock, currency or product to obtain its present value. In this paper we observe the evolution of corporate governance towards an intrinsic, long-term value focus by the boards of directors, corporate executives, owners and shareholders, regulators and legislators, and other stakeholders. These major players are encouraged to develop more wisdom in order to assess the emerging threats, challenges, and opportunities from technology for intrinsic value, especially with the perspective of the public corporation as a separate legal personhood, as advocated by the European Parliament’s Committee on Legal Affairs in 2015. The rapid increase in the development of artificial intelligence (AI) and other technologies has tremendous significance for these major players broadly contributing to effective corporate governance. To facilitate the development and evolution of intrinsic value for public corporations and other entities, these major players need wisdom for more effective corporate governance in challenging times. Accordingly, this paper discusses the evolution of corporate governance and board members’ perspectives from a shareholder focus to a stakeholder focus with intrinsic value; the key success factor being wisdom for boards; the three-dimensional wisdom scale; and, the AI challenge, including the “Deadly Soul” of a new machine, to the wisdom of company executives and their boards of directors.

scholarly journals Struktur Corporate Governance, Reputasi Underwriter Dan Initial Public Offering (Ipo) Underpricing Di Indonesia

2019 ◽  
Vol 8 (1) ◽  
Author(s):  
Purwanto Purwanto ◽  
Bambang Nur Cahyaningrum
Keyword(s):  
Corporate Governance ◽  
Initial Public Offering ◽  
Cross Sectional Study ◽  
Sectional Study ◽  
Ipo Underpricing ◽  
Cross Sectional ◽  
Purposive Sampling ◽  
Public Offering

Penelitian ini bertujuan untuk mengkaji apakah struktur corporate governance perusahaan dan reputasi underwriter mempengaruhi IPO underpricing perusahaan yang go public dengan menggunakan periode tahun 2010-2016. Penelitian ini menitikberatkan pada pengaruh reputasi underwriter dan struktur corporate governance yaitu komposisi dewan komisaris independen, komite audit dan dewan direksi. Penelitian ini merupakan penelitian ekspost facto dengan menggunakan dimensi waktu cross sectional study. Populasi yang digunakan dalam penelitian ini adalah seluruh perusahaan yang melakukan Initial Public Offering (IPO) di Bursa Efek Indonesia (BEI) selama periode 2010-2016. Jumlah sampel dalam penelitian ini adalah 117 perusahaan. Teknik pengambilan sampel yang digunakan adalah purposive sampling. Hasil penelitian ini menunjukkan bahwa reputasi underwriter dan dewan direksi berpengaruh signifikan terhadap IPO Underpricing di Indonesia.

scholarly journals New risks related to emerging technologies and reputation for corporate governance

2020 ◽  
Vol 9 (2) ◽  
pp. 64-74
Author(s):  
Hugh Grove ◽  
Mac Clouse ◽  
Tracy Xu
Keyword(s):  
Artificial Intelligence ◽  
Corporate Governance ◽  
Boards Of Directors ◽  
Emerging Technologies ◽  
Research Question ◽  
World Intellectual Property Organization ◽  
Global Marketplace ◽  
Challenges And Opportunities ◽  
Potential Risks ◽  
Management Issues

Artificial intelligence (AI) has moved from theory into the global marketplace. The United Nations World Intellectual Property Organization released the first report of its Technology Trends series on January 31, 2019. It considered more than 340,000 AI-related patent applications over the last 70 years. 50 percent of all AI patents have been published in just the last five years. The challenges, potential risks, and opportunities for business and corporate governance from emerging technologies, especially artificial intelligence, have been summarized as whereby machines and software can analyze, optimize, prophesize, customize, digitize and automate just about any job in every industry. Boards of directors and executives need to recognize and understand the new risks associated with these emerging technologies and related reputational risks. The major research question of this paper is how boards of directors and executives can deal with both risk challenges and opportunities to strengthen corporate governance. Accordingly, the following sections of this paper discuss key risk management issues: deep shift risks, global risks, digital risks and opportunities, AI initiatives risks, business risks from millennials, business reputational risks, and conclusions.

scholarly journals Opening the black box: Unpacking board involvement in innovation

2019 ◽  
Vol 18 (4) ◽  
pp. 487-519 ◽  
Author(s):  
Patricia Klarner ◽  
Gilbert Probst ◽  
Michael Useem
Keyword(s):  
Corporate Governance ◽  
Boards Of Directors ◽  
Company Strategy ◽  
Behavioral Diversity ◽  
Pharmaceutical Firms ◽  
Scientific Innovation ◽  
Multiple Case ◽  
Temporal Dimensions

Corporate governance research suggests that boards of directors play key roles in governing company strategy. Although qualitative research has examined board–management relationships to describe board involvement in strategy, we lack detailed insights into how directors engage with organizational members for governing a complex and long-term issue such as product innovation. Our multiple-case study of four listed pharmaceutical firms reveals a sequential process of board involvement: Directors with deep expertise govern scientific innovation, followed by the full board’s involvement in its strategic aspects. The nature of director involvement varies across board levels in terms of the direction (proactive or reactive), timing (regular or spontaneous), and the extent of formality of exchanges between directors and organizational members. Our study contributes to corporate governance research by introducing the concept of board behavioral diversity and by theorizing about the multilevel, structural, and temporal dimensions of board behavior and its relational characteristics.

Why Do IPO Offer Prices Only Partially Adjust?

2014 ◽  
Vol 04 (03) ◽  
pp. 1450009 ◽  
Author(s):  
Özgür Ş. İnce
Keyword(s):  
Initial Public Offering ◽  
Private Information ◽  
Information Acquisition ◽  
Structural Model ◽  
Public Information ◽  
Public And Private ◽  
New Information ◽  
Pricing Process ◽  
Ipo Pricing ◽  
Public Offering

This study develops a structural model of the initial public offering (IPO) pricing process that enables the estimation of adjustment rates for public and private pricing information gathered during bookbuilding. The estimated upward adjustment rate of public information is only 21%, significantly less than the 28% rate of private information. Adjustment rates decline towards the IPO date, especially for upward adjustments. The findings contradict information acquisition theories that predict a complete adjustment to public information and highlight the inefficiency of the IPO bookbuilding mechanism in handling new information even when information is publicly available and especially when it is favorable.

The Relationship between Boards of Directors and Initial Public Offerings in the Biotechnology Industry

1998 ◽  
Vol 22 (3) ◽  
pp. 5-29 ◽  
Author(s):  
Todd A. Finkle
Keyword(s):  
Initial Public Offerings ◽  
Initial Public Offering ◽  
Boards Of Directors ◽  
Biotechnology Industry ◽  
Public Offerings ◽  
Biotechnology Firms ◽  
The Board Of Directors ◽  
And Performance ◽  
Public Offering ◽  
Performance Results

Utilizing the entire population of public biotechnology firms from 1980-1994, three models were tested to determine If a relationship exists between the size and composition of the board of directors and performance. Results indicate significant positive relationships between director expertise and the size of a firm's initial public offering. Going public during hot markets and larger firms were also related to larger Initial public offerings. These findings will benefit practitioners in the formation of boards within the biotechnology Industry. Managers of firms within the biotechnology industry who are contemplating a public offering will be able to proactively address the composition of their boards.

Sign in / Sign up

Export Citation Format

Share Document