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.

Privatisation, corporate control and employment growth:evidence from a panel of large Polish firms, 1996-2002

Using data on Polish firms this paper examines the relationship between corporate control structures, sales growth and the determinants of employment change. Privatised and de novo firms are the main drivers of employment growth; in the case of de novo firms, it is foreign ownership which underpins the result. Being privatised has a positive impact on employment but this is concentrated within a range of 3–6 years after privatisation. There are no systematic differences in employment response to negative sales growth across the ownership categories. Employment in state firms is less responsive to positive sales growth. From these results we infer that the behaviour of state firms is affected by both insider rent sharing and binding budget constraints.

Privatisation, corporate control and employment growth:evidence from a panel of large Polish firms, 1996-2002

Using panel data on large Polish firms this paper examines the relationship between corporate control structures, sales growth and the determinants of employment change during the period 1996-2002. We find that privatised and de novo firms are the main drivers of employment growth and that, in the case of de novo firms, it is foreign ownership which underpins the result. Interestingly, we find that being privatised has a positive impact on employment growth but that this impact is concentrated within a range of three to six years after privatisation. In contrast with the findings of earlier literature, we find evidence that there are no systematic differences in employment response to negative sales growth across the ownership categories. On the other hand, employment in state firms is less responsive to positive sales growth. From these combined results we infer that the behaviour of state firms is constrained by both insider rent sharing and binding budget constraints. Consistent with this, we find that privatised companies, three to six years post-privatisation, are the firms for whom employment is most responsive to positive sales growth and as such, offer the best hope for rapid labour market expansion.

Limited managerial attention and corporate aging

As firms have more assets in place, more of management’s limited attention is focused on managing assets in place rather than developing new growth options. Consequently, as firms grow older, they have fewer growth options and a lower ability to generate new growth options. This simple theory predicts that Tobin’s q falls with age. Further, competition in the product market is expected to slow down the decrease in Tobin’s q because it forces firms to look for alternative sources of rents. Similarly, greater competition in the labor market reduces the decrease in Tobin’s q with age because old firms are in a better position to hire employees that can help with innovation. In contrast, competition in the market for corporate control should accelerate the decline because it forces management to focus more on managing assets in place whose performance is more directly observable than on developing growth options where results may not be observable for some time. We find strong support for these predictions in tests using exogenous variation in competition.

Limited managerial attention and corporate aging

As firms have more assets in place, more of management’s limited attention is focused on managing assets in place rather than developing new growth options. Consequently, as firms grow older, they have fewer growth options and a lower ability to generate new growth options. This simple theory predicts that Tobin’s q falls with age. Further, competition in the product market is expected to slow down the decrease in Tobin’s q because it forces firms to look for alternative sources of rents. Similarly, greater competition in the labor market reduces the decrease in Tobin’s q with age because old firms are in a better position to hire employees that can help with innovation. In contrast, competition in the market for corporate control should accelerate the decline because it forces management to focus more on managing assets in place whose performance is more directly observable than on developing growth options where results may not be observable for some time. We find strong support for these predictions in tests using exogenous variation in competition

Corporate governance and finance in Poland and Russia

This book provides a comparative analysis of the emerging corporate control structures in the transition economies. It details characteristics of corporate governance in the two largest transition economies: Russia and Poland. It explores what kind of ownership structures are emerging in these two countries and to what degree they are they path-dependent and conditional on the initial choice of privatisation methods - fast ownership transfer through the mass privatisation programme and loans-for-equity scheme in Russia, and a more 'organic' growth of the new private sector in Poland. It examines the directions of the subsequent, post-privatisation, secondary ownership flows in both countries and the impact of the government on corporations, implied both by the residual shareholding of the state and by its regulatory and administrative actions.

Mecanismos societ??rios e contratuais de gest??o das sociedades estatais

As sociedades estatais s??o importantes organiza????es societ??rias, que podem servir ao administrador p??blico para a realiza????o de atividades econ??micas que configurem relevante interesse coletivo ou motivo de seguran??a nacional. Com a finalidade de adequarem-se aos limites de investimento p??blico e com vistas ao cumprimento do princ??pio da efici??ncia, elas podem utilizar-se de mecanismos societ??rios e contratuais de gest??o disponibilizados a empresas, sejam elas estatais ou privadas. Os movimentos societ??rios, os mecanismos de controle e partilha de controle e a ado????o das pr??ticas de governan??a corporativa s??o alternativas jur??dicas disponibilizadas aos administradores das empresas estatais. A an??lise do caso da Companhia Paranaense de Energia El??trica (Copel) ?? realizada no artigo com o prop??sito de auxiliar na visualiza????o da aplica????o de tais institutos.

A HIPÓTESE INTEGRADORA DA GOVERNANÇA CORPORATIVA E DA RESPONSABILIDADE SOCIAL CORPORATIVA SOB O ENFOQUE DOS DIREITOS HUMANOS

A governança corporativa e a responsabilidade social corporativa são dois instrumentos que têm o caráter de atingir a excelência da organização empresarial. Por sua vez, os mesmos foram instrumentalizados como meio de proteção dos interesses dos agentes privados com vista à potencialização da sociedade empresarial, motivados pela desconfiança dos processos decisórios dos administradores societários. Posteriormente, evoluiram sob a forma de códigos de condutas, ditados pelos organismos de controle empresarial, sempre conservando o caráter voluntário de sua aceitação. Alguns objetivos sequer foram incluídos nos seus processos internos de excelência, como por exemplo os direitos humanos de determinados stakeholders. Esse ponto é o objeto principal desta investigação, que busca evidenciar a hipótese de integração da governança corporativa e da responsabilidade social corporativa sob o enfoque dos direitos humanos. § The Corporate governance and corporate social responsibility are two instruments that have the character to achieve excellence in business organization. On the other hand, they have been exploited as a way of protecting the interests of private agents for enhancement of corporate society, motivated by the distrust of the decision-making process of corporate managers. Later, it evolved in the form of codes of conduct, dictated by the bodies of corporate control, always preserving the voluntary nature of their acceptance. Some objectives were not even included in its internal process of excellence, such as the human rights of certain stakeholders. This point is the main object of this research, which seeks to demonstrate the possibility of integration of corporate governance and corporate social responsibility in the human rights perspective.

Shareholder wealth creation in response to announcements of acquisitions of unlisted firms: Evidence from Spain

We investigate shareholder value creation of Spanish listed firms in response to announcements of acquisitions of unlisted companies and compare this experience to the purchase of listed firms over the period 1991–2006. Similar to foreign markets, acquirers of listed targets earn insignificant average abnormal returns, whereas acquirers of unlisted targets gain significant positive average abnormal returns. When we relate these results to company and transaction characteristics our findings diverge from those reported in the literature for other foreign markets, as our evidence suggests that the listing status effect is mainly associated with the fact that unlisted firms tend to be smaller and lesser–known firms, and thus suffer from a lack of competition in the market for corporate control. Consequently, the payment of lower premiums and the possibility of diversifying shareholders’ portfolios lead to unlisted firm acquisitions being viewed as value–orientated transactions.

Who owns the largest firms around the world?

In this research paper we evaluate how corporate control around the world is defined and which variables, related to a firm's characteristics and the countries' infrastructures, influences this. We find that there is a small number of countries where firms are widely held. The role of financial institutions seems to be different in civil and common law-based countries. While they seem to act as a monitor of management in common law-based countries, in civil law countries they act as a monitor of large shareholders. Finally, we find that firm's size is the most important determinant of ultimate owners.

Five essays on bankruptcy

Chapter 2 Bankruptcy Initiation In The New Era of Chapter 11 2.1 Abstract The bankruptcy act of 1978 placed corporate managers (as debtor in possession) in control of the bankruptcy process. Between 2000 and 2001 managers apparently lost this control to secured creditors. This study examines financial ratios of firms filing for bankruptcy between 1993 and 2004 and tests the hypothesis that the change from manager to creditor control created or exacerbated the managerial (and dominant creditor) incentive to delay bankruptcy filing. We find a clear deterioration in the financial conditions of firms filing after 2001. This is consistent with managers (or creditors who control them) delaying filing for bankruptcy. We also observe patterns of operating losses and liquidations that suggest adverse economic consequences from such delay. Chapter 3 Bankruptcy Resolution: Priority of Claims with the Secured Creditor in Control 3.1 Abstract We present new evidence on the violation of priority of claims in bankruptcy using a sample of 222 firms that tiled for Chapter 11 bankruptcy over the 1993-2004 period. Our study reveals a dramatic reduction in the violations of priority of claims compared to research on prior periods. These results are consistent with changes in both court practices and laws transferring power to the secured creditors over our sample period. We also find an increase in the time from the date of a bankruptcy filing to reaching plan confirmation where priority is not violated. Chapter 4 Bankruptcy Resolution: Speed, APR Violations and Delaware 4.1 Abstract We analyze speed of bankruptcy resolution on a sample of 294 US firms filing for bankruptcy in the 1993-2004 period. We find strong association between type of Chapter II filing and speed of bankruptcy resolution. We also find that violations to the absolute priority rule reduce the time from bankruptcy filing to plan confirmation. This is consistent with the hypothesis that creditors are willing to grant concessions in exchange for faster bankruptcy resolution. Furthermore, after controlling for the type of filing and violations to the absolute priority rule, we do not find any difference in the duration of the bankruptcy process for firms filing in Delaware, New York, or other bankruptcy districts. Chapter 5 Financial Distress and Corporate Control 5.1 Abstract We examine the replacement rates of directors and executives in 63 firms filing for bank ruptcy during the 1995-2002 period. We find that over 76% of directors and executives are replaced in the four year period from the year prior to the bankruptcy filing through three years after. These rates are higher than those found in prior research and is consistent with changes in bankruptcy procedures and practice (i.e. the increased secured creditors control over the process due to both DIP financing and changes in the Uniform Commercial Code) having a significant impact on the corporate governance of firms in financial distress. Chapter 6 Financial Statement Restatements: Decision to File for Bankruptcy 6.1 Abstract On a sample of 201 firms that restated their financial statements we analyze the process of regaining investor trust in a two year period after the restatement. We find that 20% of firms that restate their financial statements tile for bankruptcy or restructure out of court. Our results also indicate that the decisions to change auditor or management is correlated with a higher probability of failure. Increased media attention appears to partly explain the decision of firms to restructure their debt or tile for bankruptcy.

Local Embeddedness and Knowledge Acquisition and How They Affect Finnish Business Operations in Russia

This pilot project aims examine the factors of the Finnish subsidiaries local embeddedness, their knowledge creation capabilities and the transfer mechanisms of new practices in the context of the Russian market. The research is designed as a multiple case study conducted with a qualitative approach. The empirical data consists of the interviews of the four Finnish case companies operating in the Kaluga region and three local partner companies. The deductive and inductive approaches were employed to conduct the analysis of the data. The propositions for the future study were developed in the conclusive chapters of the research, where we propose that the factor of the economy growth and industrialization matters in terms of subsidiaries’ role dedication, their knowledge creation capabilities, and direction of the knowledge flow within the local environment.

La corporation sert-elle bien ses stakeholders?

"Mémoire présenté à la Faculté des études supérieures En vue de l'obtention du grade de Maîtrise en droit Option recherche (LL.M)"

Desbordamiento de lo político, conflictos y liderazgos en el espacio metropolitano

La transformación del régimen mexicano supone cambios en la relación básica entre el ejercicio del control corporativo y las formas de “gobernar el conflicto” en el espacio metropolitano. En este texto se sostiene la hipótesis de una “crisis decisional”, concebida como una serie de transformaciones en la organización y el ejercicio de liderazgos sociales e institucionales en años recientes (1991-2002), como la constitución de una “nueva” modalidad de lo político. A través de una revisión de la literatura reciente y de la revisión de tres bases de datos, se demuestra que en el campo de los servicios públicos como el agua estos “nuevos” liderazgos favorecerían escenarios de desfase y de renovación en el ejercicio de la legitimidad estatal.-----The transformation of the Mexican regime implies changes in the basic relationship between corporate control execution and ways of “controlling conflict” in the metropolitan areas. This paper sustains the hypothesis of a “decisional crisis” that is conceived as a series of transformations of the organization, and the exercise of social and institutional leadership in recent years (1991-2002) as the constitution of a “new” political mode. Through the review of recent literature and three databases, it is proved that in public service areas such as water, these “new” leaderships favor gap and renovation scenarios in the practice of state legitimacy.