Browsing by Subject "corporate governance"

Now showing 1 - 5 of 5

Corporate Governance, Conflicts of Interest, and Disclosure
(Salem Center, 2021-08-17) Aggarwal, Reena; Knight, Edward; Nilsson, Mattias; Kothari, SP
A panel of experts discuss corporate governance, conflicts of interest, and disclosure at the 2nd annual UT PhD Symposium. Special Track Session for the 2nd Annual UT PhD Symposium with: -Reena Aggarwal, Georgetown (moderator); -Edward Knight, Nasdaq; -Mattias Nilsson, U.S. SEC; -SP Kothari, MIT
Decoupling Policy From Practice: The Case Of Stock Repurchase Programs
(2001-06) Westphal, J. D.; Zajac, E. J.; Westphal, James D.
This study examines firms' decoupling of informal practices from formally adopted policies through analysis of the implementation of stock repurchase programs by large U.S. corporations in the late 1980s and early 1990s, when firms were experiencing external pressures to adopt policies that demonstrate corporate control over managerial behavior. We develop theory to explain variation in the responses of firms to such pressures, i.e., why some firms acquiesce by actually implementing stock repurchase programs, while others decouple formally adopted repurchase programs from actual corporate investments, so that the plans remain more symbolic than substantive. Results of a longitudinal study of stock repurchase programs over a six-year time period show that decoupling is more likely to occur when top executives have power over boards to avoid institutional pressures for change and when social structural or experiential factors enhance awareness among powerful actors of the potential for organizational decoupling. The study has implications for future research on decoupling, organizational learning, and corporate governance.
Director Reputation, Ceo-Board Power, And The Dynamics Of Board Interlocks
(1996-09) Zajac, E. J.; Westphal, J. D.; Westphal, James D.
This study advances research on CEO-board relationships, interlocking directorates, and director reputation by examining how contests for intraorganizational power can affect interorganizational ties. We propose that powerful top managers seek to maintain their control by selecting and retaining board members with experience on other, passive boards and excluding individuals with experience on more active boards. We also propose that powerful boards similarly seek to maintain their control by favoring directors with a reputation for more actively monitoring management and avoiding directors with experience on passive boards. Hypotheses are tested longitudinally using CEO-board data taken from 491 of the largest U.S. corporations over a recent seven-year period. The findings suggest that variation in CEO-board power relationships across organizations has contributed to a segmentation of the corporate director network. We discuss how our perspective can reconcile contrary views and debates on whether increased board control has diffused across large U.S. corporations.(.)
The Pacification Of Institutional Investors
(2008-03) Westphal, J. D.; Bednar, M. K.; Bednar, Michael K.
A large-scale survey of U. S. top executives and fund managers is used to examine how executives may use interpersonal influence behavior to prevent powerful institutional investors from using their coercive power to force changes in corporate governance and strategy. We theorize that high levels of institutional ownership may prompt CEOs to engage in interpersonal influence behavior in the form of ingratiation and persuasion directed at institutional fund managers, which deters them from using their ownership power to coerce changes that could benefit shareholders at the expense of top management. The results support our theory, indicating that CEOs' ingratiation and persuasion tactics toward institutional fund managers reduce the effect of institutional ownership on specific changes in board structure and composition, CEO compensation, and corporate strategy that are believed to compromise management's interests. Our theory and findings suggest the importance of considering how interpersonal influence processes can provide an alternative source of influence in relationships between corporate leaders and external constituents.
Rewrapping the Package: Managerial Incentives and Corporate Governance
(Bureau of Business Research, The University of Texas at Austin, 2002-12) Parrino, Robert
The modern corporation is an efficient means of organizing large-scale production because it encourages efficient contracting. The corporate form of organization also facilitates combining the capital from many dispersed investors with the skills of a professional management team. Therefore, it is not necessary for the investors who provide the capital to manage or even understand the business. However, when one party delegates the authority to make decisions on its behalf to another party, there may be a misalignment of incentives and resulting agency costs. This article illustrates four general conflicts of interest that occur between stockholders and managers.