Shareholder values, not shareholder value : the role of 'ethical funds' and 'ethical entrepreneurs' in connecting shareholders' values with their investments

This article rebuts the still-common assumption that managers of capitalist entities have a duty, principally or even exclusively, to maximise the monetary return to investors on their investments. It argues that this view is based on a misleadingly simplistic conception of human values and motivation. Not only is acting solely to maximise long-term shareholder value difficult, it displays, at best, banal single-mindedness and, at worst, sociopathy. In fact, real investors and managers have rich constellations of values that should be taken account of in all their decisions, including their business decisions. Awareness of our values, and public expression of our commitment to exemplify them, make for healthier investment and, in the long term, a healthier corporate world. Individuals and funds investing on the basis of such values, in companies that express their own, display humanity rather than pathology. Preamble I always enjoyed the discussions that Michael Whincop and I had about the interaction of ethics and economics. Each of us could see an important role for these disciplines, as well as our common discipline of law. We also shared an appreciation of the institutional context within which much of the drama of life is played out. In understanding the behaviour of individuals and the choices they make, it seemed axiomatic to each of us that ethics and economics have a lot to say. This was also true of the institutions in which they operate. Michael ·had a strong interest in 'the new institutional economics' I and I had a strong interest in 'institutionalising ethics' right through the 1990s.' This formed the basis of some fascinating and fruitful discussions. Professor Charles Sampford is Director, Key Centre for Ethics, Law, Justice and Governance, Foundation Professor of Law at Griffith University and President, International Institute for Public Ethics.DrVirginia Berry is a Research Fellow at theKey Centre for Ethics, Law,Justice andGovernance, Griffith University. Oliver Williamson, one of the leading proponents of the 'new institutional economics', published a number of influential works - see Williamson (1975, 1995,1996). Sampford (1991),' pp 185-222. The primary focus of discussions on institutionalising ethics has been in public sectorethics: see, for example, Preston and Sampford (2002); Sampford (1994), pp 114-38. Some discussion has, however, moved beyond the public sector to include business - see Sampford 200408299

Seen but not heard? The significance of shareholders under Pt 5.3A of the Corporations Act

The article considers the interests of company members as stakeholders in the event of a company entering voluntary administration and suggests that while shareholders hold a residual interest, they nonetheless have an interest in ensuring that that the company is rescued and perhaps therefore have a role to play in the rescue of the company’s business. In doing so it argues that there is some inconsistency in recent changes in Ch 5 regarding the role of shareholders with some changes recognising their role while others have sought to downplay it.

Essays on the Costs and Benefits of Large Shareholders in Corporate Governance (summary section only)

“Corporate governance deals with the ways in which suppliers of finance to firms assure themselves of getting a return on their investment” (Shleifer and Vishny (1997, p. 737). According to La Porta et al. (1999), research in corporate finance relevant for most countries should focus on the incentives and capabilities of controlling shareholders to treat themselves preferentially at the expense of minority shareholders. Accordingly, this thesis sets out to answer a number of research questions regarding the role of large shareholders in public firms that have received little attention in the literature so far. A common theme in the essays stems from the costs and benefits of individual large-block owners and the role of control contestability from the perspective of outside minority shareholders. The first essay empirically examines whether there are systematic performance differences between family controlled and nonfamily controlled firms in Western Europe. In contrast to the widely held view that family control penalizes firm value, the essay shows that publicly traded family firms have higher performance than comparable firms. In the second essay, we present both theoretical and empirical analysis on the effects of control contestability on firm valuation. Consistent with the theoretical model, the empirical results show that minority shareholders benefit from a more contestable control structure. The third essay explores the effects of individual large-block owners on top management turnover and board appointments in Finnish listed firms. The results indicate that firm performance is an important determinant for management and board restructurings. For certain types of turnover decisions the corporate governance structure influences the performance / turnover sensitivity. In the fourth essay, we investigate the relation between the governance structure and dividend policy in Finnish listed firms. We find evidence in support of the outcome agency model of dividends stating that lower agency conflicts should be associated with higher dividend payouts.

The cost of multiple large shareholders

Previous research argues that large non-controlling shareholders enhance firm value because they deter expropriation by the controlling shareholder. We propose that the conflicting incentives faced by large shareholders may induce a nonlinear relationship between the relative size of large shareholdings and firm value. Consistent with this prediction, we present evidence that there are costs of having a second (and third) largest shareholder, especially when the largest shareholdings are similar in size. Our results are robust to various relative size proxies, firm performance measures, model specifications, and potential endogeneity issues.

Active Controllers or Wealthy Rentiers?: Large Shareholders in Victorian Public Companies

This article addresses the issue of whether large shareholders in Victorian public companies were active in the control of companies or were simply wealthy rentiers. Using ownership records for 890 firm-years, we examine the control rights, socio-occupational background, and wealth of large shareholders. We find that many large shareholders had limited voting rights and neither they nor family members were directors. This implies that the majority of public companies in the second half of the nineteenth century cannot be characterized as family companies and that large shareholders are better viewed as wealthy gentlemen capitalists rather than entrepreneurs.

Holding Shareholders to Account: British Banking Stability and Contingent Capital

This chapter seeks to explain the relative stability of the British banking system in terms of its capital structure. From 1826 joint-stock banking was allowed, but shareholder liability was jointly and severally unlimited. Limited liability banks were allowed from 1857–8, but these banks issued partly paid shares with an obligation on shareholders to subscribe for uncalled capital. Contingent capital meant that shareholders and managers would suffer losses in the event of failure and this discouraged risk shifting at the expense of note-holders and depositors. Although individual banks collapsed, the failure rate of banks (in terms of number or capital) did not reach a critical level—10 per cent—beyond which the payments system might have been threatened. This chapter argues that agency problems and systemic risk rose after the abolition of contingent share capital in 1958 and the deregulation of the banking sector in the 1970s.

Report of Directors to the Shareholders, 1966

A report of the Directors to the shareholders, it reads "The year 1965 showed a continued trend of decrease in sales. The opening of new wineries in Moose Jaw, Calgary, Nova Scotia and New Brunswick has resulted in a change in wine marketing across Canada and are contributing factors. The Company's sales both retail and wholesale have continued to drop in Ontario, notwithstanding the advertising program undertaken by the Company. This decline is a matter of great concern to the Directors of the Company. Our new package introduced in the late fall of 1965 is now available across Canada which should improve our sales picture during the present year. Net profit is down $19, 000 from 1964, due to increases in the cost of raw materials and supplies and to reduced sales." The directors listed are: John M. Woodbridge, William R. Barnes, A.H. Kidder, P.G.D. Armour, H.M. Pawling, Miss Florence A. Goffin, William D. McLean.

Report of Directors to the Shareholders, 1970

The report reads: "The year 1970 saw many significant changes in our Company. Sales were higher than in any previous year showing an increase in gallons of 8.8% and in dollar volume of 9.7%. The new offices and warehouse are fully operational, the fermenters installed prior to vintage assisted in holding our labour costs to a reasonable level, and the use of liquid sugar proved very successful. We added two representatives to our sales staff during the year and direct contact with our customers will be intensified. Product development is continuing and the addition of new lines and better distribution will be receiving priority. Our venture in the product supply for Valley Rouge Wines of Manitoba will, we trust, increase our sales volume and assist in lowering our fixed overhead. Capital expenses in 1971 will continue at a high level. Our co-operation with the various Government departments in respect to pollution, will obligate our Company to install facilities to satisfy the strict requirements in this regard. Preparations must be made now to handle bulk harvested grapes, the addition of storage and fermenting capacity and the replacement of production equipment, will be under constant review, thus enabling us to maintain production and efficiency. With the continued dedicated service of our personnel and the support of all our Shareholders, we are confident the challenge will be met in 1971."

Long Point Company explanatory memorandum for shareholders

Long Point Company explanatory memorandum for shareholders. This is a 2 page printed flyer put out by J.I. Mackenzie, secretary-treasurer, March 21, 1878.