Universal banks and corporate control: Evidence from the global syndicated loan market

We investigate the effects of bank control over borrower firms whether by representation on boards of directors or by the holding of shares through bank asset management divisions. Using a large sample of syndicated loans, we find that banks are more likely to act as lead arrangers in loans when they exert some control over the borrower firm. Bank-firm governance links are associated with higher loan spreads during the 2003-2006 credit boom, but lower spreads during the 2007-2008 financial crisis. Additionally, these links mitigate credit rationing effects during the crisis. The results are robust to several methods to correct for the endogeneity of the bank- firm governance link. Our evidence, consistent with intertemporal smoothing of loan rates, suggests there are costs and benefits from banks’ involvement in firm governance.

Micro-insurance through corporate-NGO partnerships in West Bengal : opportunities and constraints

This Practical Note examines the nascent micro-insurance sector in West Bengal, paying particular attention to the corporate- NGO partnership model for micro-insurance distribution,which has been enabled by India's unique regulatory framework. We challenge the popularconstruction of this model as a 'win - win' for all parties by analysing conflicting understandings of micro-insurance schemes and their purposes by insurance companies, NGOs, and poorvillagers. The article also considers the role of the specific political context of West Bengal inconstricting corporate- NGO micro-insurance

Corporate responsibility in the postnational constellation : a multiple-case study

In my thesis I present the findings of a multiple-case study on the CSR approach of three multinational companies, applying Basu and Palazzo's (2008) CSR-character as a process model of sensemaking, Suchman's (1995) framework on legitimation strategies, and Habermas (1996) concept of deliberative democracy. The theoretical framework is based on the assumption of a postnational constellation (Habermas, 2001) which sends multinational companies onto a process of sensemaking (Weick, 1995) with regards to their responsibilities in a globalizing world. The major reason is that mainstream CSR-concepts are based on the assumption of a liberal market economy embedded in a nation state that do not fit the changing conditions for legitimation of corporate behavior in a globalizing world. For the purpose of this study, I primarily looked at two research questions: (i) How can the CSR approach of a multinational corporation be systematized empirically? (ii) What is the impact of the changing conditions in the postnational constellation on the CSR approach of the studied multinational corporations? For the analysis, I adopted a holistic approach (Patton, 1980), combining elements of a deductive and inductive theory building methodology (Eisenhardt, 1989b; Eisenhardt & Graebner, 2007; Glaser & Strauss, 1967; Van de Ven, 1992) and rigorous qualitative data analysis. Primary data was collected through 90 semi-structured interviews in two rounds with executives and managers in three multinational companies and their respective stakeholders. Raw data originating from interview tapes, field notes, and contact sheets was processed, stored, and managed using the software program QSR NVIVO 7. In the analysis, I applied qualitative methods to strengthen the interpretative part as well as quantitative methods to identify dominating dimensions and patterns. I found three different coping behaviors that provide insights into the corporate mindset. The results suggest that multinational corporations increasingly turn towards relational approaches of CSR to achieve moral legitimacy in formalized dialogical exchanges with their stakeholders since legitimacy can no longer be derived only from a national framework. I also looked at the degree to which they have reacted to the postnational constellation by the assumption of former state duties and the underlying reasoning. The findings indicate that CSR approaches become increasingly comprehensive through integrating political strategies that reflect the growing (self-) perception of multinational companies as political actors. Based on the results, I developed a model which relates the different dimensions of corporate responsibility to the discussion on deliberative democracy, global governance and social innovation to provide guidance for multinational companies in a postnational world. With my thesis, I contribute to management research by (i) delivering a comprehensive critique of the mainstream CSR-literature and (ii) filling the gap of thorough qualitative research on CSR in a globalizing world using the CSR-character as an empirical device, and (iii) to organizational studies by further advancing a deliberative view of the firm proposed by Scherer and Palazzo (2008).

Three essays in dynamic corporate finance

The three essays constituting this thesis focus on financing and cash management policy. The first essay aims to shed light on why firms issue debt so conservatively. In particular, it examines the effects of shareholder and creditor protection on capital structure choices. It starts by building a contingent claims model where financing policy results from a trade-off between tax benefits, contracting costs and agency costs. In this setup, controlling shareholders can divert part of the firms' cash ows as private benefits at the expense of minority share- holders. In addition, shareholders as a class can behave strategically at the time of default leading to deviations from the absolute priority rule. The analysis demonstrates that investor protection is a first order determinant of firms' financing choices and that conflicts of interests between firm claimholders may help explain the level and cross-sectional variation of observed leverage ratios. The second essay focuses on the practical relevance of agency conflicts. De- spite the theoretical development of the literature on agency conflicts and firm policy choices, the magnitude of manager-shareholder conflicts is still an open question. This essay proposes a methodology for quantifying these agency conflicts. To do so, it examines the impact of managerial entrenchment on corporate financing decisions. It builds a dynamic contingent claims model in which managers do not act in the best interest of shareholders, but rather pursue private benefits at the expense of shareholders. Managers have discretion over financing and dividend policies. However, shareholders can remove the manager at a cost. The analysis demonstrates that entrenched managers restructure less frequently and issue less debt than optimal for shareholders. I take the model to the data and use observed financing choices to provide firm-specific estimates of the degree of managerial entrenchment. Using structural econometrics, I find costs of control challenges of 2-7% on average (.8-5% at median). The estimates of the agency costs vary with variables that one expects to determine managerial incentives. In addition, these costs are sufficient to resolve the low- and zero-leverage puzzles and explain the time series of observed leverage ratios. Finally, the analysis shows that governance mechanisms significantly affect the value of control and firms' financing decisions. The third essay is concerned with the documented time trend in corporate cash holdings by Bates, Kahle and Stulz (BKS,2003). BKS find that firms' cash holdings double from 10% to 20% over the 1980 to 2005 period. This essay provides an explanation of this phenomenon by examining the effects of product market competition on firms' cash holdings in the presence of financial constraints. It develops a real options model in which cash holdings may be used to cover unexpected operating losses and avoid inefficient closure. The model generates new predictions relating cash holdings to firm and industry characteristics such as the intensity of competition, cash flow volatility, or financing constraints. The empirical examination of the model shows strong support of model's predictions. In addition, it shows that the time trend in cash holdings documented by BKS can be at least partly attributed to a competition effect.

Peatlands and plantations in Sumatra, Indonesia : Complex realities for resource governance, rural development and climate change mitigation

Peatlands play a crucial role in Indonesia's economic development, and in its stated goal of reducing greenhouse gas emissions. Improved peatland management - including a national moratorium on the granting of any new conversion licenses - forms a cornerstone of Indonesia's climate change mitigation commitment. At the same time, rapid expansion of the plantation sector is driving wide-scale drainage and conversion of peat swamp ecosystems. The province of Riau, in central Sumatra, finds itself at the crossroads of these conflicting agendas. This essay presents a case study of three islands on Riau's east coast affected by industrial timber plantation concessions. It examines the divergent experiences, perceptions and responses of communities on the islands. A mix of dramatic protests, localised everyday actions and constructive dialogue has succeeded in delaying or perhaps halting one of the concessions, while negotiations and contestation with the other two continue. With the support of regional and national non-governmental organisations and local government, communities are pursuing alternative development strategies, including the cultivation of sago, which requires no peat drainage. While a powerful political economy of state and corporate actors shapes the contours of socio-environmental change, local social movements can alter trajectories of change, promoting incremental improvements and alternative pathways.

Corporate responsibility guaranteed by dialogue? Examining the relationship between nongovernmental organizations and business

The main objective of this doctoral dissertation is to examine the relationship between non-governmental organizations and business in the context of academic discourse, corporate responsibility discourse, and stakeholder dialogue. More specifically, motivated by the increasing emphasis on stakeholder dialogue as a tool for corporate responsibility and accountability, the aim is to critically assess the role of stakeholder dialogue as a self-regulatory mechanism, in particular from the perspective of foreign direct investments. The study comprises two parts; an introductory essay containing the research objectives, theoretical foundations and methodological choices, and four research articles that address one sub-objective: 1) to review the literature on NGO-business relations in business and society, management, and international business journals from 1998–2007; 2) to critically analyze the academic discourse on NGO-business relations; 3) to analyze the problematic aspects of sustainable foreign direct investments as a conceptual construct; and 4) to analyze the problematic aspects of stakeholder dialogue in connection with a foreign direct investment. The ontological and epistemological foundations of this dissertation build on the social constructionist view of reality. The dialogue in this study is viewed as a legitimacy bargaining process that is actively shaped by societal parties in discourse. Similarly, articulations of ‘partnership’ and ‘adversarial’ in NGO-business relations in academic business and society discourse are viewed as competing hegemonic interventions in the field. More specifically, the methods applied in the articles are literature review (Article 1), discourse theory (Article 2), conceptual analysis (Article 3), and case study with document analysis (Article 4). This dissertation has three main arguments and contributions. First, it is argued that the potential of stakeholder dialogue as a tool for corporate responsibility and accountability is inherently limited in both contexts. Second, the study shows the power implications of privileging partnership oriented NGO-business relations over adversarial ones, and of placing business at the centre of governance discourse. The third contribution is methodological: a new way to analyze academic discourse is presented by focusing on the problem setting of an article.

Globalization of pharmaceutical R&D. Pharmaceutical R&D governance forms in People's Republic of China

Yrityksen selviytyminen ja menestyminen ovat riippuvaisia sen kyvystä innovoida, luoda tietoa ja hyödyntää tietämystä ja keksintöjä (Dunk ja Kilgore 2001). Yrityksen menestyminen erityisesti korkean teknologian alalla on siten suoraan riippuvainen sen T&T:stä, johon tehdyt investoinnit tuovat merkittäviä taloudellisia etuja yritykselle uusien tuotteiden, palveluiden ja prosessien muodossa (McEvily ja Chakravarthy 1999). Teknologinen etumatka ja sen tuotteistaminen innovatiivisiksi tarjoamiksi mahdollistaa monopolististen etujen saavuttamisen yrityksen kansainvälisessä kilpailussa (Lall 1977). Tämä kaltainen kilpailuetu voidaan saavuttaa yrityksen kyvyllä yhdistää maantieteellisesti hajautettu T&T:nsä tehokkaaksi verkostoksi (Porter 1986). Boehen (2008) mukaan T&T:n globalisoitumista voidaan johtaa eri hallintömuodoilla: T&T:n kansainvälistymisellä, T&T:n ulkomaille sijoittamisella ja T&T ulkomaille ulkoistamisella. T&T:n globalisoituminen on osa 2000-luvun taloudellista muutosta, ja sille on esitetty useita vaikuttavia tekijöitä, kuten kustannuserot, työvoimaresurssit, erityisosaamiskeskukset, paikallinen teknologia osaaminen ja kohdemarkkinoiden potentiaali (bardhan 2006; Norwood, ym. 2006; von Zedtwitz ja Gassmann 2002). Tutkimuksen on osoitettu eroavan tuotekehityksestä ja eri tekijöiden on osoitettu vaikuttavan niihin (von Zedtwitz ja Gassmann 2002; Leifer ja Triscari 1987). Samoin T&T on osoitettu olevan jatkumo perustavanlaatuisesta soveltavaan ja lääkekehityksen muodostavan vastaavan T&T jatkumon (Lall 1980; Iansiti 1993), jonka yksittäiset osat vaikuttavat sen hallintomuotoon. Tutkimus esittää eri tekijöitä voivan hyödyntää hallintomuodosta riippuen. Tätä tutkimusta varten tutkija haastatteli lääketeollisuuden johtajia Kiinassa vahvistaakseen tai hylätäkseen eri tekijöitä ja niiden suhdetta lääketeollisen T&T:n hallintomuotoihin. Markkinoiden todettiin olevan ensisijainen tekijä mutta myös kustannuserojen, insentiivien, työvoimaresurssien ja erityisosaamiskeskusten merkitys T&T:n globalisoitumiseen vaikuttavina tekijöinä vahvistettiin yhdessä perusvaatimusten ja riskitekijöiden kanssa. Tutkimuksessa vahvistetaan myös lääketeollisen T&T-jatkumon vaikutus ja esitetään viitekehys hallintomuodoille.

Globalization of pharmaceutical R&D Pharmaceutical R&D governance forms in People's Republic of China

Firm's survival and success, which are dependent on its ability to innovate, to create knowledge and to capitalize on inventions and know-how, is in essence directly linked to its R&D process (Dunk and Kilgore 2001). Especially in technology driven industries, such as the pharmaceuticals, there are significant positive returns to R&D investments through introduction of new or improved products and services (McEvily and Chakravarthy 1999). Technological lead and its transformation to innovative products as fruits of corporate R&D can be seen as monopolistic advantage that helps enterprises to compete in today’s market (Lall 1977). This competitive advantage can be derived from corporation's ability to integrate its activities across geographic locations (Porter 1986). According to Boehe (2008) globalization of R&D can executed with different governance forms: R&D internationalization, R&D offshoring or R&D offshore outsourcing. Globalization of R&D is intervened with the changes in global economy of the 21st century. Some studies argue for its influencing factors to be access to vast skilled labor pools and centers of excellence (Bardhan 2006). Other studies indicate the R&D cost differentials between countries to be the major expected benefit (Norwood et al. 2006). Von Zedtwitz and Gassmann (2002) presented benefits as divided to accessing markets and customers or to accessing local science and technology. This study proposes that based on governance form distinct factor derived benefits can be capitalized. To corroborate or refute factors and their relations on R&D globalization governance forms, an empirical study based on expert interviews of pharmaceutical directors was conducted in the People's Republic of China. The market was found to be the major influencing factor. Local requirements and adaptation were corroborated as factors connected with markets. Furthermore, influencing factors, such as labour, centers of excellence, cost, financial incentives were corroborated together with conditional and risk factors. Furthermore this research argues that the globalization of pharmaceutical R&D is dependent on the financial, scientific and operational requirements of the drug discovery stage. And thus establishes the influence of drug discovery's stages continuum on pharmaceutical R&D globalization. Finally, a R&D globalization governance form decision framework is proposed based on the frameworks presented in literature and author's corroborated empirical findings.

The effect of governance mechanism and structure on fees and performance of Mutual Funds in Canada

Taking advantage of the unique Canadian setting, this study empirically analyzes the impact of presence of the board of directors, as an internal governance mechanism, on fees and performance of mutual funds. Further, the impact of the board structure on fees and performance of corporate class funds is analyzed. We find that corporate class funds, which have a separate board of directors for the fund, charge higher fees; however, they also provide superior performance than trust funds. Furthermore, we find that for corporate class funds, smaller board, with higher percentage of independent directors, and with the fund CEO acting as the chairman of the board is likely to charge lower fees. Also, more independent boards are strongly associated with superior fee-adjusted performance.

Comparative Lessons on Corporate law and CSR: Hard Law as Solution? Do the French offer the way ahead?

This paper provides a comparative analysis of corporate law and CSR and asks whether there are lessons for Australia from corporate law and CSR developments in France. This presentation presents a summary of the provisions of the new French Act Number 2010-788 passed on 12 July 2010 – called “Grenelle 2” –. Firstly, article 225 of Law’s Grenelle 2 changes the Commercial Code to extend the reach of non-financial reporting and to ensure its pertinence. Secondly, article 227 Law’s Grenelle 2 amends certain provisions of the Commercial and Environmental Codes and incorporates into substantive law the liability of parent companies for their subsidiaries. In fine, article 224 of Law’s Grenelle 2 reinforces the pressure on the market to act in a responsible manner. It modifies article 214-12 of the Monetary and Financial Code in order to compel institutional investors (mutual funds and fund management companies) to take social, environmental and governance criteria into account in their investment policy.

India’s Carbon Governance: The Clean Development Mechanism

Carbon Governance systems – institutional arrangements in place for mitigating greenhouse gas emissions – are different in emerging countries. Indeed, carbon is the same everywhere but Carbon Governance isn’t: in Brazil, the financial community is actively interested in carbon trading, but Chinese banks have hardly any interest in it; and while the Chinese government takes an active interest in providing capacity to project developers, the Brazilian authorities see their role uniquely as guarantors of environmental integrity of emissions reductions projects. In the case of India, carbon governance offers specific features of patterns and interactions mostly because India strongly developed the Clean Development Mechanism and its market. This article proposes a study to the research and understanding of how exactly carbon governance works in the Indian case, knowing that India is the second largest host of CDM projects.

Las prácticas de recursos humanos y su incidencia en el bienestar laboral de los empleados

El objetivo del presente trabajo es formular, mediante una profunda revisión documental, bibliográfica y empírica, una fundamentación teórica sobre si existe o no incidencia de las prácticas de recursos humanos sobre el bienestar laboral de los empleados, y el que grado en que esta se presenta sobre aspecto como el engagement y la satisfacción laboral. Se realizó la revisión de múltiples estudios empíricos que aportaran evidencia sobre la relación que se presenta entre las principales prácticas de recursos humanos – provisión de personal, formación y desarrollo, promoción de personal, evaluación de desempeño, compensación y pago, y balance trabajo-familia – y el bienestar laboral, representado en el engagement y satisfacción en el trabajo de los empleados. Los resultados de este trabajo indican la existencia de una relación e incidencia de las prácticas de recursos humanos, el bienestar laboral, el engagement y la satisfacción laboral. De igual forma se encontró que estas relaciones son principalmente de carácter positivo, lo cual indica que las organizaciones que desarrollan este tipo de prácticas en su interior, fomentan tanto el desarrollo y la presencia de bienestar laboral en sus empleados, como su perdurabilidad.

Trust and governance of global value chains: The case of a Brazilian beef processor

Purpose - The purpose of this paper is to offer an exploratory case study comparing one Brazilian beef processor's relationships supplying two different distribution channels, an EU importer and an EU retail chain operating in Brazil. Design/methodology/approach - The paper begins with a short review of global value chains and the recent literature on trust. It gives the background to the Brazilian beef chain and presents data obtained through in-depth interviews, annual reports and direct observation with the Brazilian beef processor, the EU importer and the retailer. The interviews were conducted with individual firms, but the analysis places them in a chain context, identifying the links and relationships between the agents of the chains and aiming to describe each distribution channel. Findings - Executive chain governance exercised by the domestic retailer stimulates technical upgrading and transferring of best practices to local. suppliers. Consequently, this kind of relationship results in more trust within the global value chain. Practical implications - There are difficulties and challenges facing this Brazilian beef processor that are party related to the need to comply with increasingly complex and demanding food safety and food quality standards. There is still a gap between practices adopted for the export market and practices adopted locally. The strategies of transnational retailers in offering differentiated beef should be taken in account. Originality/value - The research outlines an interdisciplinary framework able to explain chain relationships and the kind of trust that emerges in relationships between EU importer/retail and a developing country supplier.

‘Inherited commitments’: do changes in ownership affect corporate social responsibility (CSR) at African gold mines?

This paper critically examines the issue of ‘inherited corporate social responsibility’ in the gold mining industry, focusing specifically on the case of sub-Saharan Africa, a region plagued with excessive corruption, rampant poverty and weak governance. Whilst there appears to be little incentive to proactively engage with communities and implement cutting-edge environmental policies in the region, mine managers argue otherwise, highlighting a number of reasons for embracing corporate social responsibility (CSR). After briefly reviewing the philosophical underpinnings of CSR, the paper provides an in-depth analysis of these arguments, in the process, underscoring how tenuous the case for CSR in the extractive industries, and gold mining more specifically, is in the context of sub-Saharan Africa. Following a change in ownership, new management faces few pressures to embrace CSR in its entirety and therefore, more often than not, finds itself in a position to implement programs and policies of its choice. More research is needed that further popularizes the issue of ‘inherited CSR’ in the gold mining sector and extractive industries more generally.

The Corporate Gini Index (CGI) determinants and advantages: lessons from a multinational retail company case study

This article identifies and compares the determinants of CEO compensation to median employee earnings with those of the Corporate Gini Index (CGI). Using a multinational retail company, the article posits that the CGI is an advantageous corporate alternative pay inequality measure that concerns CEO pay multiples to median employee earnings, which regulators should consider using and disclosing in proxy statements. Although CGI and the official measure of multiples of CEO pay to median employee earnings share some of the challenges, the advantages of CGI as an alternative measure are greater. Our findings suggest that the CGI is a much better measure of corporate income inequality bringing clear benefits at both micro and macro levels of intervention.