Regulating State Aid: Inter-jurisdictional competition, public choice, and corporate governance

Depending on the regulatory regime they are subject to, governments may or may not be allowed to hand out state aid to private firms. The economic justification for state aid can address several issues present in the competition for capital and the competition for transfers from the state. First, there are principal-agent problems involved at several stages. Self-interested politicians might enter state aid deals that are the result of extensive rent-seeking activities of organized interest groups. Thus the institutional design of political systems will have an effect on the propensity of a jurisdiction to award state aid. Secondly, fierce competition for firm locations can lead to over-spending. This effect is stronger if the politicians do not take into account the entirety of the costs created by their participation in the firm location race. Thirdly, state aid deals can be incomplete and not in the interest of the citizens. This applies if there are no sanctions if firms do not meet their obligations from receiving aid, such as creating a certain number of jobs or not relocating again for a certain amount of time. The separation of ownership and control in modern corporations leads to principal-agent problems on the side of the aid recipient as well. Managers might receive personal benefits from subsidies, the use of which is sometimes less monitored than private finance. This can eventually be to the detriment of the shareholders. Overall, it can be concluded that state aid control should also serve the purpose of regulating the contracting between governments and firms. An extended mandate for supervision by the European Commission could include requirements to disincentive the misuse of state aid. The Commission should also focus on the corporate governance regime in place in the jurisdiction that awards the aid as well as in the recipient firm.

La renuncia al ejercicio de la acción social de responsabilidad

En el presente estudio se aborda un tema, el del régimen jurídico de la renuncia a la acción social de responsabilidad, que ha sido objeto de un escaso tratamiento por parte de la doctrina española. Estamos ante una institución controvertida, que regula la posibilidad de que una sociedad de capital abandone voluntariamente las pretensiones indemnizatorias que pudiera ostentar frente a alguno de sus administradores por los daños que éstos hubieran ocasionado en el patrimonio social como consecuencia del incumplimiento sus deberes de diligencia y lealtad. El hecho de que una sociedad de capital pueda acordar esta renuncia es un claro indicio del carácter dispositivo de las normas que regulan la responsabilidad de los administradores frente a la sociedad. Después de abordar de los antecedentes y evolución histórica de la renuncia a la acción social, la primera parte del estudio se centra en el análisis del ámbito material y temporal de su régimen jurídico, concluyendo que éste regula no sólo la renuncia o la transacción procesal, sino que se aplica cualquier acuerdo de la junta general que tenga como efecto una exoneración total o parcial de los administradores. La segunda parte del estudio profundiza en el régimen jurídico de la renuncia, haciendo hincapié en el derecho de veto que la Ley española y el Codice civile reconocen a la minoría y que se configura como una auténtica excepción al principio mayoritario que rige, con carácter general, la formación de la voluntad social. En el último capítulo se analizan los efectos de la renuncia acordada por la junta sobre la legitimación extraordinaria que ostentan los socios minoritarios y los acreedores sociales para el ejercicio de la acción social.

Doveri e responsabilita' degli amministratori nella crisi dei gruppi di societa'

Il presente studio si propone di individuare i doveri e le responsabilità, di tipo risarcitorio, degli amministratori, in particolare degli amministratori della società che esercita attività di direzione e coordinamento, in una situazione di crisi o insolvenza nel gruppo, anche in un’ottica di “prevenzione”, e, più precisamente, il complesso di regole di corretta gestione societaria e imprenditoriale, con le quali il silenzio della legge fallimentare in tema di gruppi di società non può non confrontarsi. In particolare, si indagherà sulla possibilità di individuare nel nostro ordinamento giuridico, nel momento di emersione della crisi, doveri di comportamento in capo agli organi di governo della società o ente che esercita attività di direzione e coordinamento, al fine di fronteggiare la crisi, evitando il peggioramento della stessa, ovvero per un risanamento anticipato e, quindi, più suscettibile di esito positivo, nella prospettiva di tutela dei soci c.d. esterni e dei creditori delle società figlie e, nello stesso tempo, dei soci della capogruppo medesima e, quindi, in una prospettiva più ampia e articolata rispetto a una società individualmente considerata. L’oggetto dell’analisi viene introdotto mediante un inquadramento generale della disciplina in materia di gruppi di società presente nel nostro sistema normativo, con particolare riguardo alla disciplina dell’attività di direzione e coordinamento introdotta dal legislatore della riforma del diritto societario (d.lgs. 17 gennaio 2003, n. 6) con gli artt. 2497 ss. cod. civ.. Nella seconda parte verranno individuati e approfonditi i criteri e i principi dai quali ricavare le regole di governance nei gruppi di società e la relativa responsabilità degli amministratori nelle situazioni di crisi nel gruppo. Sulla scorta delle suddette argomentazioni, nell'ultima parte verranno individuate le regole di gestione nell'ambito del gruppo nel momento di “emersione” della crisi e, in particolare, i possibili “strumenti” che il nostro legislatore offre per fronteggiarla.

Tradurre per le imprese. Analisi e traduzione in inglese della Nota integrativa al Bilancio consolidato 2013 di MNLG S.r.l.-Holding Sorma Group

The aim of this dissertation is to provide a translation in English of the Notes on the Consolidated Financial Statements of MNLG S.r.l., holding company of the Italian Sorma Group. This translation work is one example of the technical material produced in accordance with the project called Language Toolkit, set up by the Chamber of Commerce of Forlì-Cesena, to support the internationalization of the companies established in the territory. This initiative has represented a unique opportunity for me to put into practice the knowledge and abilities learnt in the translation field during these years at university. It also allowed me to give a concrete purpose to my dissertation, that is to provide a technical document translated into a foreign language. By making its Consolidated Financial Statement readily available in English, the company MNLG S.r.l. can in fact increase the number of possible investors and guarantee a more transparent financial informative to its shareholders. This translation work is divided into six chapters: the first one describes the project, its main objectives and the ways in which it was developed. The second chapter deals with the notions of Consolidated Financial Statements and presents the accounting documents of which the Financial Statements are made up as well as the norms according to which they are prepared. The third chapter, instead, focuses on the translation procedure applied and especially on the documentation process, analysing the differences between the International Accounting Standards and the accounting standards used in Italy. The fourth chapter provides a description of the translation resources built for the translation of this specific document. The fifth chapter includes the English version of the Notes on the Consolidated Financial Statements and, to conclude, the sixth chapter analyses the difficulties encountered in translating and the strategies adopted to overcome them.

The Dual Ownership Structure: a Model to Connect the Cooperative Model With Financial Markets

In business literature, the conflicts among workers, shareholders and the management have been studied mostly in the frame of stakeholder theory. The stakeholder theory recognizes this issue as an agency problem, and tries to solve the problem by establishing a contractual relationship between the agent and principals. However, as Marcoux pointed out, the appropriateness of the contract as a medium to reduce the agency problem should be questioned. As an alternative, the cooperative model minimizes the agency costs by integrating the concept of workers, owners and management. Mondragon Corporation is a successful example of the cooperative model which grew into the sixth largest corporation in Spain. However, the cooperative model has long been ignored in discussions of corporate governance, mainly because the success of the cooperative model is extremely difficult to duplicate in reality. This thesis hopes to revitalize the scholarly examination of cooperatives by developing a new model that overcomes the fundamental problem in the cooperative model: the limited access to capital markets. By dividing the ownership interest into financial and control interest, the dual ownership structure allows cooperatives to issue stock in the capital market by making a financial product out of financial interest.

Socialism and intrafirm asset allocation

We rely on a survey of Swiss firms to document deviation from first-best for reasons of internal 'fairness' when allicating resources. This 'socialist' practice is more widespread in smaller than in larger firms. It ignores the reputation and past performance of the managers who apply for dunding, but takes into account their hierarchical position and their past use of resources. Socialism is only partially explained by concerns about empire building and managerial optimism, and it is not meant to benefit shareholders.

Mergers, executive risk reduction and stockholder wealth

Among the possible consequences of agency problems between owners and managers is a tendency by managers to make investment decisions for their firms that are deliberately aimed at reducing firm risk, as a means to control managers' personal wealth risk. The literature has suggested that such behavior may occur to the detriment of shareholder wealth, and that mrgers may be a particular class of investment decisions for which the behavior would be observable. We test these hypotheses empirically, but find no evidence from our merger sample that risk reduction for the aqquiring firm is the typical outcome nor that, when it occurs, it is differentially costly for shareholders.

Executive compensation and executive incentive problems: an empirical analysis

The question of whether the design of the corporate executive pay package reflects an attempt to reduce agency costs between shareholders an managers is adressed. The components of senior executive pay are found to vary systematically across firms in a manner that cannot easily be explained by tax effects, and which would indicate that individual elements of pay are aimed at controlling for limited horizon and risk exposure problems. Managerial decisions and the structure of managerial pay therefore appear to be interrelated.

Say on Pay: ein Überblick über Gestaltungsoptionen, ökonomische Konsequenzen und Erkenntnisse aus Empirie und Laborexperimenten

Unter dem Stichwort Say on Pay (SoP) haben in den letzen Jahren die meisten Länder der EU und die USA den Aktionären Abstimmungsrechte im Zusammenhang mit der Vergütung des Top-Managements eingeräumt. Zwischen den einzelnen Ländern bestehen jedoch erhebliche Unterschiede hinsichtlich der konkreten Ausgestaltung des SoP. Dieser Beitrag diskutiert die Wirkungen unterschiedlicher Gestaltungsoptionen des SoP auf die Anreizgestaltung und den Nutzen des Managements und der Aktionäre im Rahmen eines einfachen linearen Agency Modells. Dabei erweisen sich das vorvertragliche bindende SoP und das bedingt verpflichtende, nachvertragliche bindende SoP gegenüber den anderen untersuchten Varianten als überlegen. Während das konsultative SoP an seiner mangelnden Durchsetzbarkeit leidet, bietet das nachvertragliche bindende SoP Anreize für opportunistisches Verhalten auf Seiten der Aktionäre und führt deshalb zu Wohlfahrtsverlusten. In Ergänzung der Modellanalyse wird ein Überblick über die wichtigsten empirischen und experimentellen Studien zum Thema SoP gegeben und deren Inhalt im Lichte der Modellergebnisse diskutiert. Most countries of the European Union as well as the US recently introduced shareholder votes on the remuneration of executives, also referred to as “Say on Pay” (SoP). Interestingly, legislators in different jurisdictions opted for quite dissimilar voting right regimes. We provide an overview of the main regulatory approaches and discuss the potential impact of variations in SoP design on the structure of compensation contracts and the utility of shareholders and executives. We find that pre-contractual SoP and conditional post-contractual SoP with binding consequences are in the best interest of shareholders. By contrast, advisory SoP typically suffers from lacking enforceability. We also find that post-contractual SoP with binding consequences results in efficiency losses because it fuels moral hazard on the part of shareholders. We complement the theoretical analysis with a discussion of recent empirical and experimental studies on Say on Pay.

A test of the Bolton-Scheinkman-Xiong hypothesis of how speculation affects the vesting time of options granted to directors

This paper investigates empirically the Bolton, Scheinkman, and Xiong (2006) hypothesis, according to which initial shareholders may provide incentives to managers to take actions that stimulate speculative bubbles. We test this hypothesis with data on up to 8,544 directors and up to 1,677 companies between 2004-2008. Using vesting time as a measure of the short-term performance weighting in CEO compensation and various alternative measures of the extent of speculation, the findings support the hypothesis: vesting time decreases with more intensive speculation. The results prove robust in various empirical model specifications.

Heterogeneous Beliefs and the Demand for D&O Insurance by Listed Companies

This paper introduces a new rationale for the existence of “Directors’ and Officers’” (D&O) insurance. We use a model with volatile stock markets where shareholders design compensation schemes that incentivize managers to stimulate short-term increases in stock prices that do not maximize long run stock market value. We show that D&O insurance provides a convenient instrument for the initial shareholders of a company to take advantage of differences in beliefs between insiders and outsiders in capital markets. The empirical results support the idea that both the insurance coverage and the premium are higher in the presence of new shareholders and volatile markets. The results prove robust in various empirical model specifications.

Three Essays on Age and Firm Performance

Old captains at the helm: Chairman age and firm performance Urs Waelchli and Jonas Zeller December, 2012 This paper examines whether the chairmen of the board (COBs) impose their life-cycles on the firms over which they preside. Using a large sample of unlisted firms we find a robust negative relation between COB age and firm performance. COBs age much like ‘ordinary’ people. Their cognitive abilities deteriorate and they experience significant shifts in motivation. Deteriorating cognitive abilities are the main driver of the performance effect that we observe. The results imply that succession planning problems in unlisted firms are real. Mandatory retirement age clauses cannot solve these problems. Corporate Aging around the World Jonas Zeller January, 2014 This paper examines whether firms internationally age as US firms do (Loderer, Stulz, and Wälchli, 2013). Using a large panel, I find that Tobin’s Q monotonically falls with firm Age across all nineteen countries in the sample. The decrease varies across countries but is generally extremely robust and economically significant. ROA, sales growth, and market share decrease over a firm’s lifetime in most countries as well. Furthermore, older firms reduce their capital expenditures and R&D outlays. Instead, they distribute more cash to their shareholders. Overall, the results suggest that corporate aging is not confined to the US but is a genuine phenomenon that affects listed firms worldwide. This evidence supports the hypothesis that corporate aging is driven by managers who optimally focus on managing their assets in place and neglect the development of growth opportunities. I finally ask whether the managers’ choice and with it the magnitude of the decline in Tobin’s Q is a function of country-level institutional settings. I find that most notably firms age faster in countries where employees are relatively well protected by labor regulation. Is employment protection the fountain of corporate youth? Claudio Loderer, Urs Wälchli, Jonas Zeller* September 2014 Acharya, Baghai, and Subramanian (2012, 2013) find that employment protection legislation (EPL) encourages innovation. We argue that this effect should be particularly strong in mature firms. We would therefore also expect EPL to boost growth opportunities. Using the natural Experiment created by the staggered passage of changes in EPL across seventeen countries, we find evidence that employment protection legislation does indeed stimulate Innovation efforts, especially in mature firms. The effect is stronger in countries in which patents are owned by the firm and in the context of regular contracts. Consistent with that, EPL encourages risk taking. Overall, however, there is Little evidence that the effect of EPL on innovation effort translates into higher firm value, not even in mature firms. EPL does motivate employees in those firms to put in a greater effort, as evidenced by stronger sales growth. Yet it also increases costs, reduces profitability, and depresses Tobin’s Q ratios in all firms, especially the mature ones, possibly because of the rigidities that characterize these firms [Loderer, Stulz, and Waelchli (2014)].

Risk management at board level: a practical guide for board members

isk Management today has moved from being the topic of top level conferences and media discussions to being a permanent issue in the board and top management agenda. Several new directives and regulations in Switzerland, Germany and EU make it obligatory for the firms to have a risk management strategy and transparently disclose the risk management process to their stakeholders. Shareholders, insurance providers, banks, media, analysts, employees, suppliers and other stakeholders expect the board members to be pro-active in knowing the critical risks facing their organization and provide them with a reasonable assurance vis-à-vis the management of those risks. In this environment however, the lack of standards and training opportunities makes this task difficult for board members. This book with the help of real life examples, analysis of drivers, interpretation of the Swiss legal requirements, and information based on international benchmarks tries to reach out to the forward looking leaders of today's businesses. The authors have collectively brought their years of scientific and practical experience in risk management, Swiss law and board memberships together to provide the board members practical solutions in risk management. The desire is that this book will clear the fear regarding risk management from the minds of the company leadership and help them in making risk savvy decisions in quest to achieve their strategic objectives.

The Acceleration of Stock Options in Anticipation of FAS 123 (R)

The Financial Accounting Standards Board (FASB) mandated the expensing of stock options with FAS 123 (R). As of March 2006, 749 companies had accelerated the vesting of their employee stock options and avoided a reduction in their reported profits that otherwise would have occurred under the new standard. There are many different motives for the acceleration strategy, and the focus of this study is to determine whether shareholders viewed these motives as either positive or negative. A favorable return subsequent to an acceleration announcement would signify that shareholder's viewed management's motives as positive. An unfavorable return subsequent to an acceleration announcement would signify that shareholder's viewed management's motives as negative. The evidence from this study suggests that shareholders reacted favorably, on average, to acceleration announcements. However, these results lack statistical significance and are based on a small sample, thus, they should be interpreted with caution.

Family Business in Peru: Survival and Expansion under the Liberalization

It is argued that joint stock companies would be transformed from family firms to managerial firms with their development in size and scope. Such managerial firms would have many small shareholders; hence the ownership and management of the firm would be separated. However, in many developing countries including Peru, family businesses, in which families control both ownership and management, still play an important role in the national economy. After the liberalization of economy, which started in Peru in the 1990s, the national market has become more competitive due to the increase in participation of foreign capitals. To secure competitiveness, it is indispensable for family businesses to obtain management resources such as financial, human and technological resources from outside of the families. In order to do so without losing the control over ownership and management, Peruvian family businesses have incorporated companies with distinct characteristics to the extent that they can secure the control over ownership and management inside of their group. While keeping exclusive control of companies in traditional sectors, they actively seek alliance with other families and foreign capitals in competitive sectors. The management of companies with different degrees of control allows them to survive in today's rapidly changing business environment.