Corporate governance development in privately held family businesses: a multiple case analysis

The objective of this study is to better understand and illustrate the process and the motivations for corporate governance implementation in Brazilian privately held family businesses. Three case companies were analyzed through an adapted developmental framework to illustrate the progression in corporate governance in response to changes in the ownership, investment and management dimensions over time. In this development, causal relationships between corporate governance and the three other framework dimensions were identified. It was found that the analyzed companies´ corporate governance implementation was motivated by the need to curb agency costs, whereas a cornerstone in this development was the first generational change. Only after the family businesses have reached the necessary maturity on all three dimensions, corporate governance practices were implemented. Put simply, the analyzed case companies developed formal systems as they grew more complex. This study complements the academic discussions on corporate governance in family businesses by offering Brazilian evidence on its underlying motivations and sequential implementation over time.

Implied Hazard Rates Analysis Through Brazilian Corporate Debt

No Brasil, o mercado de crédito corporativo ainda é sub-aproveitado. A maioria dos participantes não exploram e não operam no mercado secundário, especialmente no caso de debêntures. Apesar disso, há inúmeras ferramentas que poderiam ajudar os participantes do mercado a analisar o risco de crédito e encorajá-los a operar esses riscos no mercado secundário. Essa dissertação introduz um modelo livre de arbitragem que extrai a Perda Esperada Neutra ao Risco Implícita nos preços de mercado. É uma forma reduzida do modelo proposto por Duffie and Singleton (1999) e modela a estrutura a termo das taxas de juros através de uma Função Constante por Partes. Através do modelo, foi possível analisar a Curva de Perda Esperada Neutra ao Risco Implícita através dos diferentes instrumentos de emissores corporativos brasileiros, utilizando Títulos de Dívida, Swaps de Crédito e Debêntures. Foi possível comparar as diferentes curvas e decidir, em cada caso analisado, qual a melhor alternativa para se tomar o risco de crédito da empresa, via Títulos de Dívida, Debêntures ou Swaps de Crédito.

Comparison and analysis of corporate social responsibility (CSR) reports of the top five companies ranked on the 2013 CSR RepTrak

In the 1970s, Corporate Social Responsibility (CSR) was discussed by Nobel laureate Milton Friedman in his article “The Social Responsibility of Business Is to Increase Its Profits.” (Friedman, 1970). His view on CSR was contemptuous as he referred to it as “hypocritical window-dressing” a reflection of the view of Corporate America on CSR back then. For a long time short-term maximization of shareholder value was the only maxim for top management across industries and companies. Over the last decade, CSR has become a more important and relevant factor of a company’s reputation, shifting the discussion from whether CSR is necessary to how best CSR commitments should be done (Smith, 2003). Inevitably, companies do have an environmental, social and economic impact, thereby imposing social costs on current and future generations. In 2013, 50 of the world biggest companies have been responsible for 73 percent of the total carbon dioxide (CO2) emission (Global 500 Climate Change Report 2013). Post et al. (2002) refer to these social costs as a company’s need to retain its “license to operate”. In the late 1990s, CSR reporting was nearly unknown, which drastically changed during the last decade. Allen White, co-founder of the Global Reporting Initiative (GRI), said that CSR reporting”… has evolved from the extraordinary to the exceptional to the expected” (Confino, 2013). In confirmation of this, virtually all of the world’s largest 250 companies report on CSR (93%) and reporting by now appears to be business standard (KPMG, 2013). CSR reports are a medium for transparency which may lead to an improved company reputation (Noked, 2013; Thorne et al, 2008; Wilburn and Wilburn, 2013). In addition, it may be used as part of an ongoing shareholder relations campaign, which may prevent shareholders from submitting Environmental and Social (E&S)1 proposals (Noked, 2013), based on an Ernst & Young report 1 The top five E&S proposal topic areas in 2013 were: 1. Political spending/ lobbying; 2. Environmental sustainability; 3. Corporate diversity/ EEO; 4.Labor/ human rights and 5. Animal testing/ animal welfare. Three groups of environmental sustainability proposal topics of sub-category number two (environmental sustainability) 6 2013, representing the largest category of shareholder proposals submitted. PricewaterhouseCoopers (PwC) even goes as far as to claim that CSR reports are “…becoming critical to a company’s credibility, transparency and endurance.” (PwC, 2013).

Impact assessment and quality analysis of corporate social responsability (CSR) programs of mining companies and their contribution to sustainable development in the communities they operate: case study Tenke Fungurume Mining SA in the Democratic Republic of Congo (DRC)

Purpose – This case study presents an impact assessment of Corporate Social Responsibility (CSR) programs of the TFM Company in order to understand how they contribute to the sustainable development of communities in areas in which they operate. Design/Methodology/Approach - Data for this study was collected using qualitative data methods that included semi-structured interviews and Focus Group Discussions most of them audio and video recorded. Documentary analysis and a field visit were also undertaken for the purpose of quality analysis of the CSR programs on the terrain. Data collected was analyzed using the Seven Questions to sustainability (7Qs) framework, an evaluation tool developed by the Mining, Minerals and Sustainable Development (MMSD) North America chapter. Content analysis method was on the other hand used to examine the interviews and FGDs of the study participants. Findings - Results shows that CSR programs of TFM SA do contribute to community development, as there have been notable changes in the communities’ living conditions. But whether they have contributed to sustainable development is not yet the case as programs that enhance the capacity of communities and other stakeholders to support these projects development beyond the implementation stage and the mines operation lifetime need to be considered and implemented. Originality/Value – In DRC, there is paucity of information of research studies that focus on impact assessment of CSR programs in general and specifically those of mining companies and their contribution to sustainable development of local communities. Many of the available studies cover issues of minerals and conflict or conflict minerals as mostly referred to. This study addressees this gap.

Corporate capital structure revisited: incomplete markets and default

After Modigliani and Miller (1958) presented their capital structure irrelevance proposition, analysis of corporate Önancing choices involving debt and equity instruments have generally followed two trends in the literature, where models either incorporate informational asymmetries or introduce tax beneÖts in order to explain optimal capital structure determination (Myers, 2002). None of these features is present in this paper, which develops an asset pricing model with the purpose of providing a positive theory of corporate capital structure by replicating main aspects of standard contractual practice observed in real markets. Alternatively, the imperfect market structure of the economy is tailored to match what is most common in corporate reality. Allowance for default on corporate debt with an associated penalty of seizure of Örmís future cash áows by creditors is introduced, for instance. In this context, a qualitative assessment of Önancial managersídecisions is carried out through numerical procedures.

Essays in corporate risk management

This research investigates the factors that lead Latin American non-financial firms to manage risks using derivatives. The main focus is on currency risk management. With this purpose, this thesis is divided into an introduction and two main chapters, which have been written as stand-alone papers. The first paper describes the results of a survey on derivatives usage and risk management responded by the CFOs of 74 Brazilian non-financial firms listed at the São Paulo Stock Exchange (BOVESPA), and the main evidence found is: i) larger firms are more likely to use financial derivatives; ii) foreign exchange risk is the most managed with derivatives; iii) Brazilian managers are more concerned with legal and institutional aspects in using derivatives, such as the taxation and accounting treatment of these instruments, than with issues related to implementing and maintaining a risk management program using derivatives. The second paper studies the determinants of risk management with derivatives in four Latin American countries (Argentina, Brazil, Chile and Mexico). I investigate not only the decision of whether to use financial derivatives or not, but also the magnitude of risk management, measured by the notional value of outstanding derivatives contracts. This is the first study, to the best of my knowledge, to use derivatives holdings information in emerging markets. The use of a multi-country setting allows the analysis of institutional and economic factors, such as foreign currency indebtedness, the high volatility of exchange rates, the instability of political and institutional framework and the development of financial markets, which are issues of second-order importance in developed markets. The main contribution of the second paper is on the understanding of the relationship among currency derivatives usage, foreign debt and the sensitivity of operational earnings to currency fluctuations in Latin American countries. Unlikely previous findings for US firms, my evidence shows that derivatives held by Latin American firms are capable of producing cash flows comparable to financial expenses and investments, showing that derivatives are key instruments in their risk management strategies. It is also the first work to show strong and robust evidence that firms that benefit from local currency devaluation (e.g. exporters) have a natural currency hedge for foreign debt that allows them to bear higher levels of debt in foreign currency. This implies that firms under this revenue-cost structure require lower levels of hedging with derivatives. The findings also provide evidence that large firms are more likely to use derivatives, but the magnitude of derivatives holdings seems to be unrelated to the size of the firm, consistent with findings for US firms.

Do private equity and venture capital backed firms have better corporate governance after going public?

Mercados financeiros e finanças corporativas

Voice over IP 2.0: an analysis of limits and potential of IP2IP telecommunication

Internet Telephony (VoIP) is changing the telecommunication industry. Oftentimes free, VoIP is becoming more and more popular amongst users. Large software companies have entered the market and heavily invest into it. In 2011, for instance, Microsoft bought Skype for 8.5bn USD. This trend increasingly impacts the incumbent telecommunication operators. They see their main source of revenue – classic telephony – under siege and disappear. The thesis at hand develops a most-likely scenario in order to determine how VoIP is evolving further and it predicts, based on a ten-year forecast, the impact it will have on the players in the telecommunication industry.The paper presents a model combining Rogers’ diffusion and Christensen’s innovation research. The model has the goal of explaining the past evolution of VoIP and to isolate the factors that determine the further diffusion of the innovation. Interviews with industry experts serve to assess how the identified factors are evolving.Two propositions are offered. First, VoIP operators are becoming more important in international, corporate, and mobile telephony. End-to-end VoIP (IP2IP) will exhibit strong growth rates and increasingly cannibalize the telephony revenues of the classic operators. Second, fix-net telephony in SMEs and at home will continue to be dominated by the incumbents. Yet, as prices for telephony fall towards zero also they will implement IP2IP in order to save costs. By 2022, up to 90% of the calls will be IP2IP. The author recommends the incumbents and VoIP operators to proactively face the change, to rethink their business strategies, and to even be open for cooperation.

Tax reform under fiscal stress: a CGE analysis of the Brazilian tax reform

In spite of a general agreement over the distortion imposed by the current Brazilian tax system, attempts to reform it during the last decade have faced several restrictions to its implementation. Two of these restrictions were particular binding: a) fiscal adjustment restriction (public sector debt cannot increase), b) fiscal federalist restriction (revenues from individual states and municipalities cannot decrease). This paper focuses on a specific reform that overcomes in principle the fiscal federalist restriction. Using Auerbach and Kotlikoff (1987) model calibrated for the Brazilian economy, I analyze the short and long run macroeconomic effects of this reform subject to the fiscal adjustment restriction. Finally, I look at the redistributive effects of this reform among generations as a way to infer about public opinion’s reaction to the reform. The reform consists basically of replacing indirect taxes on corporate revenues, which I show to be equivalent to a symmetric tax on labor and capital income, by a new federal VAT. The reform presented positive macroeconomic effects both in the short and long run. Despite a substantial increase in the average VAT rate in the first years after the reform, a majority of cohorts experienced an increase in their lifetime welfare, being potentially in favour of the reform.

Do dividends signal more earnings? a theoretical analysis

The signaling models have contributed to the literature of corporate finance by the formalization of "the informational content of dividends hypothesis". However, these models are under criticism of empirical works, as weak evidences were found supporting one of the main predictions: the positive relation between changes in dividends and changes in earnings. We claim that the failure to verify this prediction does not invalidate the signaling approach. The mo deIs developed up to now assume or derive utility functions with the single-crossing property. We show that signaling is possible in the absence of this property and, in this case, changes in dividend and changes in earnings can be positively or negatively related.

Aligning sustainability and corporate strategies: the case of hybrid-electric vehicles and Fiat-Chrysler Automobiles

Este estudo analisa a integração da sustentabilidade ambiental na estratégia das empresas no contexto da indústria automobilística. A implementação de estratégias de sustentabilidade e o desenvolvimento de veículos híbrido-elétricos são investigados com referência ao caso de um ator principal na indústria. Entre as aplicações de mobilidade eléctrica, que irá aumentar a presença no mercado nos próximos anos devido às regulamentações rigorosas e as preferências dos clientes, a pesquisa está focada em veículos híbrido-elétricos. As estratégias de sustentabilidade das grandes fabricantes de automóveis e as implicações subsequentes em termos de desenvolvimento de produtos, com uma atenção especial aos veículos elétricos híbridos, foram analisados através de dados secundários. Além disso, os dados primários foram coletados sobre a estratégia de sustentabilidade de um ator importante na indústria e usados para realizar um estudo de caso. A análise incidiu sobre os fatores críticos e os aspectos que têm impacto sobre as estratégias de sustentabilidade, que visam reduzir o impacto ambiental da indústria automobilística, e sobre o desenvolvimento de veículos híbridos. A análise dos dados mostrou que a Fiat-Chrysler Automobiles (FCA) teve uma ênfase menor na mobilidade eléctrica em termos de relatórios de sustentabilidade. A conclusão apresenta uma avaliação da estratégia corporativa da FCA, em termos de sustentabilidade ambiental, e apresenta um quadro para o desenvolvimento de veículos híbridos com quatro abordagens diferentes que têm impacto sobre a estratégia de sustentabilidade de uma montadora.

The impact of corporate social responsibility on the Peruvian consumer’s purchasing behavior

This exploratory research aims to find out the extent to which Corporate Social Responsibility (CSR) impacts the purchasing behavior of Peruvian consumers when it comes to convenience food products. The study includes qualitative and quantitative analysis. Qualitative analysis consists of in-depth interviews with CSR representatives from consumer product companies, CSR practitioners and some consumers from the quantitative sample. That group’s composition was selected in order to obtain a wide picture of the consumers’ perception towards CSR, including their understanding of the concept and the relevance in their decision making process when buying convenience food products. The quantitative analysis portion consists of an on-line survey focused on Peruvian consumers who live in Lima during the year 2015. Consumers included in the sample were selected by convenience. After analyzing the 134 completed surveys, the results obtained suggest that even though there is an increasing interest in CSR, including CSR as an attribute of the purchased goods, interest is not fully demonstrated by the purchasing behavior of consumers. The main breach leading to this inconsistency appears to be the lack of or failure in the companies’ CSR communication towards consumers. Consumers demand reliable information which socially responsible companies usually provide; however at this stage, the target audiences of such information are mostly corporations and communities surrounding the manufacturing plants of convenience food products.

The corporate financial effects of corporate social responsibility, as executed by, and impacted upon, Prime Bank Limited, Bangladesh

Corporate Social Responsibility (CSR) is being implemented in the corporate world at an ever increasing rate, benefitting societies around the world. Several theories have been proposed that contend that the corporations who are implementing CSR programs also benefit financially, making the relationship a symbiotic one. This paper analyzes the financial health of Prime Bank Limited, Bangladesh, (PBL) over a period of a decade in order to determine if PBL has indeed benefited financially from implementing its CSR program. The analysis focuses on examining PBL’s internal and external financial indicators over an extended period of time to determine what the net effect, if any, that the CSR program has had on them. This analysis concludes that the evidence does not support the claim of a causal relationship between CSR spending and positive effects upon PBL, as measured by PBL’s financial indicators.

A sociometric analysis for the creation of an integrated multicultural work team

This research aimed to apply the sociometric theory and its methodology to create an integrated multicultural work team. The study focused on the application of the sociometry theory, developed by Jacob L. Moreno in 1934, to analyze the small multicultural group. In the beginning, a review of the literature was done to have a better understanding of Sociometric Theory as well as the modern tools and software developed to analyze and map the social networks. After this part of the study, the qualitative study was done, in which 26 students from 12 countries, which studied together in a Corporate International Master (2014-2015), developed by Georgetown University’s McDonough School of Business, Corporate Master of Business Administration from ESADE Business School and FGV/EBAPE, were surveyed and asked them to choose people, among the selected group, who they attracted, rejected or they were neutral towards, in 4 different scenarios: work team, leadership, trip (leisure time) and personal problem. Additionally, there were, two questions asked about how they felt when they answered the survey and which question(s) was/were difficult to answer and why. The focus on these two questions was to understand the emotional state of the respondents when they answered the survey and related this emotional state to the Sociometric Theory. The sociometric matrix, using Microsoft Excel, was created using the answers and the total of the positive, negative and neutral choices were analyzed for each scenario as well as the mutualities and incongruences of the choices. Furthermore, the software Kumu was used to analyze the connections between the people in the selected group using three metrics: size, degree centrality and indegree. Also Kumu was used to draw the social maps or sociometric maps. Using the relationship level analyses of the sociometric matrix and maps, it was possible to create an integrated multicultural work team. In the end, the results obtained suggest that it is possible to apply the sociometric methodology to study the relationships inside companies, project teams and work teams and identify the best work team based on the interrelationship between the people as well as the lack of communication among the team members, project team or inside the company as a whole.