Governance →
- 19 Jan 2011
- Research & Ideas
Activist Board Members Increase Firm’s Market Value
Board members nominated by activist investors presumably have one primary goal: change the status quo. Does that agenda create or diminish value of the firm in the eyes of shareholders? New evidence offered by Harvard Business School professors Bo Becker, Daniel B. Bergstresser, and Guhan Subramanian suggests financial markets value a new approach. Key concepts include: Firms that would have been most affected by the Federally-proposed shareholder proxy access rule, based on institutional ownership, lost share price value on October 4, 2010. This finding suggests that financial markets place positive value on shareholders' access to the company's proxy statement. The loss in value was greatest at firms at which activist investors such as hedge fund managers, held significant stakes. Open for comment; 0 Comments.
- 27 Dec 2010
- Research & Ideas
HBS Faculty on 2010’s Biggest Business Developments
Three Harvard Business School professors—former Medtronic chairman and CEO Bill George, economist and entrepreneurship expert William Sahlman, and innovation and strategy authority Rosabeth Moss Kanter—offer their thoughts on the most significant business and economic developments of 2010. Key concepts include: Social networking is the most significant business development of 2010, says Bill George, noting that some 600 million people are now active on Facebook—and half of them spend at least an hour per day on the site. The problems of the Great Recession continued to dominate the economy in 2010, according to Bill Sahlman, who says that the popular media have grossly underestimated both the current deficit and level of debt in the United States. Rosabeth Kanter points out that new technology shined in 2010, in spite of the world's economic anxieties. She gives kudos to the Apple iPad, which accelerated the trend toward digital content. Closed for comment; 0 Comments.
- 02 Nov 2010
- Working Paper Summaries
Making the Numbers? ‘Short Termism’ & the Puzzle of Only Occasional Disaster
Executives at public companies are always under pressure to "meet the numbers" each quarter, often so much so that they sacrifice long-term investments in order to make everything look rosy in the short term. In this paper, Harvard Business School professor Rebecca M. Henderson and Sloan School of Management professor Nelson P. Repenning set out to reconcile the apparently contradictory strategies of short-term results and long-term investments. Key concepts include: The capability of a company is similar to that of stock, in that managers cannot influence it directly but can only control its rate of change. A company's tendency to focus almost solely on short-term earnings can have very different consequences depending on how close a firm's capability is to a critical "tipping threshold". Above this threshold, focusing on short-term earnings has little effect on long-term performance. Below it, the firm's performance may begin to spiral downward. Closed for comment; 0 Comments.
- 10 Sep 2010
- Working Paper Summaries
The Impact of Corporate Social Responsibility on Investment Recommendations
Security analysts are increasingly awarding more favorable ratings to firms with corporate socially responsible (CSR) strategies, according to this paper by Ioannis Ioannou and HBS professor George Serafeim. Their work explores how CSR strategies can affect value creation in public equity markets through analyst recommendations. Key concepts include: Top executives and managers interested in implementing CSR strategies in their organizations know that negative analysts' reactions, and subsequent value destruction in capital markets is a real possibility when they initially attempt to implement such strategies. Managers should be aware that not only what is communicated matters but also to whom it is communicated in the investment community. Research analysts differ in their ability to understand the implications of CSR. Among theoretical contributions, the research integrates diverse theoretical streams and offers the first empirical piece of evidence about how CSR strategies are perceived as value-creating by an important information intermediary: sell-side analysts. The work also integrates the CSR management literature with a large body of research in accounting and finance, to shed light on aspects of CSR activity for which little is known and much less is being understood; namely, the channels and the mechanisms through which the CSR impact is perceived and realized in public equity markets. Closed for comment; 0 Comments.
- 02 Sep 2010
- What Do You Think?
How Transparent Should Boards Be?
Summing Up: When should boards fire CEOs? How transparent should boards be? Jim Heskett's readers are divided as they look at the HP/Mark Hurd case. What do you think? (Online forum has closed; next forum opens October 8.) Closed for comment; 0 Comments.
- 18 Aug 2010
- Working Paper Summaries
The Role of Organizational Scope and Governance in Strengthening Private Monitoring
Governments have long debated which tasks should be outsourced to the private sector. Although often justified on the basis of the cost-efficiencies of market competition, outsourcing to private firms carries its own risks, which can reduce the quality of services provided. In addition to more conventional services such as garbage and recycling collection, some governments outsource the enforcement of laws and regulations. This paper by Olin Business School's Lamar Pierce and HBS professor Michael W. Toffel examines the automobile emissions testing market in one state where this form of regulatory enforcement has been outsourced to the private sector. Their analysis illustrates the importance of considering organizational scope and private governance mechanisms such as monitoring provided by corporate headquarters and independent third-parties in efforts to assure the reliability of firms that provide outsourced services. Key concepts include: The risk of poor enforcement quality is greatest among firms whose organizational scope includes products and services where enticing customer loyalty can enhance profits. Enforcement quality is higher at subsidiaries and branded affiliates than at independent facilities. Because subsidiaries and branded affiliates will face worse consequences if leniency were to be exposed, they are more likely to invest in private governance mechanisms including standard operating procedures and internal policing. Third-party certification of related services can also be an indicator of higher enforcement quality. Closed for comment; 0 Comments.
- 10 Jun 2010
- Working Paper Summaries
Corporate Governance and Internal Capital Markets
What is the impact of corporate ownership on corporate diversification and on the efficiency of firms' internal capital markets? Corporate governance and internal capital markets are two topics closely intertwined in theoretical research; for example, agency problems—which corporate governance mechanisms seek to mitigate in a variety of ways—are at the heart of every theory of inefficient internal capital markets. Yet surprisingly few empirical studies have looked into the actual link between corporate governance and internal capital markets. This paper by University of Amsterdam professor Zacharias Sautner and HBS professor Belén Villalonga seeks to fill the gap by taking advantage of a natural experiment provided by a tax change in Germany in 2002. The researchers provide direct evidence of the effect of governance structures on how markets work, as well as new evidence about the benefits and costs of ownership concentration. Key concepts include: In 2002, Germany repealed the prevailing 52 percent corporate tax on capital gains from investments in other corporations, thus eliminating a significant barrier to changes in ownership structures. Corporate governance has a significant impact on internal capital markets. Specifically, ownership concentration reduces the extent of corporate diversification, but increases the probability that internal capital markets are efficient. Both ownership concentration and corporate diversification have potential benefits and costs, as documented in prior studies. Given prior findings that there is no diversification discount in Germany, our results imply that the benefits and costs of ownership concentration just offset each other when it comes to diversification strategies. However, our own finding that more concentrated ownership leads to more efficient allocation of internal resources suggests that the net benefits of ownership concentration may in fact be positive. There is no "one size fits all" solution to governance problems. The recent tax reform in Germany may have been partially counterproductive. The broader policy implication is that caution should be exercised when implementing tax or other legal reforms that seek convergence in international corporate governance systems. Closed for comment; 0 Comments.
- 22 Apr 2010
- Working Paper Summaries
Audit Quality and Auditor Reputation: Evidence from Japan
High-quality external auditing is a central component of sound corporate governance, yet what determines audit quality? Douglas J. Skinner, of the University of Chicago Booth School of Business, and Suraj Srinivasan, of Harvard Business School, study the Japanese audit market, where recent events provide a powerful setting for investigating the effect of auditor reputation on audit quality absent litigation effects. Specifically, Skinner and Srinivasan analyze events surrounding the collapse of ChuoAoyama, the PricewaterhouseCoopers affiliate in Japan that was implicated in a massive accounting fraud at Kanebo, a large Japanese cosmetics company. Taken as a whole, the researchers' evidence provides support for the view that auditor reputation is important in an economy where the legal system does not provide incentives for auditors to deliver quality. Key concepts include: Auditors' reputation for delivering quality is extremely important. A substantial number of clients dropped ChuoAoyama as the extent of its audit quality problems became apparent, but before it became clear that the firm would be forced out of business. The events at ChuoAoyama and particularly the decision by the Japanese Financial Services Agency (FSA) to suspend the firm's operations can be seen as a watershed event in Japanese audit practice. The FSA used these events to send a message to the Japanese auditing community that the old ways of doing business would no longer be tolerated, and that it was serious about reforming audit practice. Closed for comment; 0 Comments.
- 11 Mar 2010
- Working Paper Summaries
The Many Faces of Nonprofit Accountability
Nonprofit leaders face multiple, and sometimes competing, accountability demands: from numerous actors (upward, downward, internal), for varying purposes (financial, governance, performance, mission), and requiring differing levels of organizational response (compliance and strategic). Yet is it feasible, or even desirable, for nonprofit organizations to be accountable to everyone for everything? The challenge for leadership and management is to prioritize among competing accountability demands. This involves deciding both to whom and for what they owe accountability. HBS professor Alnoor Ebrahim provides an overview of the current debates on nonprofit accountability, while also examining the tradeoffs inherent in a range of accountability mechanisms. Key concepts include: Accountability is not simply about compliance with laws or industry standards, but is more deeply connected to organizational purpose and public trust. Nonprofits will continue to face multiple and competing accountability demands, so they must be deliberate in prioritizing among these demands. A critical challenge is to find a balance between upward accountability to their patrons and remaining true to their missions. Few nonprofits have paid serious attention to how they might be more accountable to the communities they seek to serve. Juggling the many expectations of accountability—for finances, governance, performance, and mission—requires integration and alignment throughout the organization. Numerous mechanisms of accountability are available to nonprofits, such as greater transparency and disclosure, performance assessment, industry self-regulation, and adaptive learning. But leaders must adapt any such mechanisms to suit their organization. The greatest payoffs rest with strategy-driven forms of accountability that can help nonprofits to achieve their missions. Closed for comment; 0 Comments.
- 10 Mar 2010
- Working Paper Summaries
A Reexamination of Tunneling and Business Groups: New Data and New Methods
"Tunneling" refers to efforts by firms' controlling owner-managers to take money for themselves at the expense of minority shareholders. Looking at emerging economies in general and at India in particular, HBS professor Jordan I. Siegel and doctoral student Prithwiraj Choudhury argue for a simultaneous analysis of corporate governance and strategic activity differences in order to reveal the quality of firm-level corporate governance. The development of rigorous methodology in corporate governance is not merely an academic issue but has enormous real-world consequences. It is critical that scholars gain deeper empirical and theoretical insights into the question of whether these business groups serve primarily as theft devices for the controlling owners, or whether they serve primarily as a positive force that enables the creation of scale and scope efficiencies. Key concepts include: It is too simple to say that business groups are the primary culprits of bad governance in emerging economies. Scholars need to analyze strategic activity differences across firms. In contrast to prior views, Indian business groups are not, on average, engaging in tunneling, but are on average exhibiting good corporate governance, especially in light of the markedly different business strategies they typically undertake. Business groups, through knowledge-based capabilities, have grown larger and more diversified with market liberalization, and they continue to tower over stand-alones in their marketing and technological capabilities. Closed for comment; 0 Comments.
- 19 Jan 2010
- Sharpening Your Skills
Sharpening Your Skills: Managing the Economic Crisis
The economic crisis is tapping the inner reserves of experienced leaders and introducing a new generation of managers to crisis management. These previous WK articles explore leadership, the role of the Board, the emotional needs of managers, and the risk to corporate giving programs. Closed for comment; 0 Comments.
- 21 Dec 2009
- Research & Ideas
Good Banks, Bad Banks, and Government’s Role as Fixer
Government action to stem collapse of the U.S. financial system was certainly warranted, agrees professor Robert Pozen. But results include less competition and increased risk to taxpayers. A Q&A from the HBS Alumni Bulletin and book excerpt from Too Big to Save? Key concepts include: Most of the 600 institutions recapitalized by the federal government over the last year do not satisfy basic bailout criterion. The U.S. needs to get loan securitization going because that's what drives loan volume. The Fed should not be the primary risk regulator. Splitting troubled institutions into two banks is a better approach than creating heavily subsidized public-private partnerships to try to buy toxic assets. Closed for comment; 0 Comments.
- 02 Dec 2009
- What Do You Think?
Should Immigration Policies Be More Welcoming to Low-Skilled Workers?
Immigration is a topic that stirs passions globally, judging from the responses to this month's column, says HBS professor Jim Heskett. Readers suggested ways to bring immigration policy into alignment with the reality of what is happening at borders and in workplaces around the world. (Online forum now closed. Next forum begins January 6.) Closed for comment; 0 Comments.
- 02 Nov 2009
- Research & Ideas
Shareholders Need a Say on Pay
"Say on pay" legislation now under debate Washington D.C. can be a useful tool for shareholders to strengthen the link between CEO pay and performance when it comes to golden parachutes, says Harvard Business School professor Fabrizio Ferri. Here's a look at how the collective involvement of multiple stakeholders could shape the future of executive compensation. Key concepts include: "Say on pay" means shareholders hold an annual advisory vote on executive pay based on a report prepared by the firm's board of directors. Say on pay might create more communication and awareness between shareholders and boards because it forces both entities to grapple with an extremely complex issue. Ferri advocates tailoring executive pay to a company's individual circumstances. Closed for comment; 0 Comments.
- 29 Oct 2009
- Working Paper Summaries
Estimating the Effects of Large Shareholders Using a Geographic Instrument
Are large shareholders good monitors of management? A public firm's shareholders have extensive legal control rights in the corporation, but in practice much of this control is delegated to managers. In companies with small, dispersed shareholders, owners may find it costly to coordinate and exercise monitoring and control, leaving management with considerable discretion. Large shareholders, however—by concentrating a block of shares in the hands of a single decision-maker—may play a beneficial role in facilitating effective owner control. Yet large shareholders are not without their costs. HBS professor Bo Becker and coauthors develop and test a framework to quantify the impact of large owners (individual non-managerial blockholders, not mutual funds or other institutions) on several key aspects of firm behavior. They show that such shareholders play an important role for corporate governance in sizable U.S. public firms, and can affect several firm policies. Key concepts include: Non-managerial individual shareholders hold blocks in firms that are headquartered close to where they reside. Large shareholders systematically target firms based on where the benefits from additional monitoring are expected to be more significant, such as smaller and relatively poorly performing firms. The presence of a large shareholder significantly reduces a firm's investments, reduces corporate cash holdings, increases payouts to shareholders, reduces total top executive pay, and increases firm performance. Firms with blockholders also have significantly more outside directors on their boards. Block presence also comes with costs, such as less liquid publicly traded shares. This may reflect a smaller float as well as the presence of privately informed traders (the blockholders). Closed for comment; 0 Comments.
- 28 Sep 2009
- Research & Ideas
Improving Accountability at the World Bank
Its legitimacy and effectiveness on the line, the World Bank faces criticism from its constituents and the civil society organizations that serve them. What options and arguments for accountability make the most sense for global governance institutions like the World Bank? HBS professor Alnoor Ebrahim testified before the U.S. House of Representatives on paths to change. Key concepts include: As one of the most visible institutions of global governance, the World Bank is also one of the most frequently targeted by civil society organizations. Alnoor Ebrahim examines its accountability mechanisms at the level of projects, policy, and board governance. Despite important improvements over the past two decades, major shortfalls remain. His recommendations address public participation, performance incentives, transparency of governance and operations, and national political processes. Closed for comment; 0 Comments.
- 21 Sep 2009
- Research & Ideas
Excessive Executive Pay: What’s the Solution?
Now that the worst fears about economic meltdown are receding, what should be done about lingering issues such as over-the-top executive compensation? Does government have a role? Is it time we rethink corporate governance? HBS faculty weigh in. From the HBS Alumni Bulletin. Key concepts include: With White House support, congressional leaders are intent on shifting the balance of power in the boardroom away from management. Skeptics say more than two decades of well-meaning attempts to constrain ever-soaring corporate pay and to reform governance through legislation, regulation, and shareholder pressure have, for the most part, failed or even backfired. According to Professor Brian Hall, it is not a given that executive pay practices had a role in creating the financial crisis. Director independence on boards is a mixed blessing. Independence has a downside when directors don't understand the business, says Professor Jay Lorsch. We need to rethink corporate governance structure in fundamental ways for the 21st century, according to Professor Rakesh Khurana. Closed for comment; 0 Comments.
- 11 Sep 2009
- Working Paper Summaries
Financing Constraints and Entrepreneurship
Financing constraints are one of the biggest concerns impacting potential entrepreneurs around the world. Given the important role that entrepreneurship is believed to play in the process of economic growth, alleviating financing constraints for would-be entrepreneurs is also an important goal for policymakers worldwide. In this paper HBS professors William R. Kerr and Ramana Nanda review two major streams of research examining the relevance of financing constraints for entrepreneurship. They then introduce a framework that provides a unified perspective on these research streams, thereby highlighting some important areas for future research and policy analysis in entrepreneurial finance. Key concepts include: Promoting entrepreneurship is an important goal of many governments, and researchers need to define for policymakers a more unified perspective for how studies and samples fit together. The "slice" of entrepreneurship examined is very important for the appropriate positioning of research on financing constraints, but studies too often fail to consider this dimension in the conclusions drawn from empirical results. The framework presented here is useful for thinking about the appropriate role of public policy in stimulating entrepreneurship. Closed for comment; 0 Comments.
- 09 Sep 2009
- Working Paper Summaries
Perspectives from the Boardroom--2009
Chief executives and regulators have been blamed for the current economic crisis, but in some ways what is surprising is that boards have generally escaped notice. Clearly the experience of corporate boards in the downturn has not been explored. To understand what transpired in the boardrooms of complex companies, and to offer a prescription to improve board effectiveness, eight senior faculty members of the HBS Corporate Governance Initiative talked with 45 prominent directors about what has happened to their companies and why. These directors, who serve on the boards of financial institutions and other complex companies, were asked two broad questions: How well did their boards function before the recession? And, what do they believe should be improved as they look to the future? This white paper [PDF] first explains how the interviewees characterize the strengths of their boards, then examines in depth six areas in which they identified shortcomings or needs for improvement: 1) clarifying the board's role; 2) acquiring better information and deeper knowledge of the company; 3) maintaining a sound relationship with management; 4) providing oversight of company strategy; 5) assuring management development and succession; 6) improving risk management. Finally, the paper discusses two issues that appeared not to trouble the interviewees but that the public feels are important: executive compensation and the relationship between the board and shareholders. This paper was written by Jay Lorsch with the assistance of Joseph Bower, Clayton Rose, and Suraj Srinivasan. The interviews were conducted by Joseph Bower, Srikant Datar, Raymond Gilmartin, Stephen Kaufman, Rakesh Khurana, Jay Lorsch, and Clayton Rose. Key concepts include: Regulations and laws offer little guidance about what specifically boards should do, and, given this lack of specificity, most boards have gradually developed an implicit understanding of what their job should be. Directors expressed strong consensus that the key to improving boards' performance is not government action but action on the part of each board. To improve board effectiveness, each board should achieve clarity about its role in relation to that of management: the extent and nature of the board's involvement in strategy, management succession, risk oversight, and compliance. If, as interviewees insisted, each board's effectiveness is directly attributable to its activities, it follows that boards have a responsibility to define their own roles with clarity, and to decide how to perform those roles in light of the nature of the firm, its industry, and its particular challenges. If boards are to decide on their goals and activities, they must expect to invest extended time in hard-headed discussions of both, leading to concrete and actionable conclusions. Boards need to maintain a delicate balance in their relationship with management. They must be challenging and critical on the one hand and supportive on the other. They have to sustain an open and candid flow of communication in both directions. And they must seek sources of understanding their company beyond just management without offending management. Issues of executive compensation and the relationship between boards and shareholders cannot be ignored, if only because they affect public perceptions of business and therefore its social legitimacy. Paper Information Full Working Paper Text Working Paper Publication Date: September 2009 Faculty Unit: Organizational Behavior Closed for comment; 0 Comments.
The Importance of ‘Don’t’ in Inducing Ethical Employee Behavior
In a new study, HBS professors Francesca Gino and Joshua D. Margolis look at two ways that companies can encourage ethical behavior: the promotion of good deeds or the prevention of bad deeds. It turns out that employees tend to act more ethically when focused on what not to do. That can be problematic in firms where success is commonly framed in terms of advancement of positive outcomes rather than prevention of bad ones. Key concepts include: In general, there are two ways a company can encourage ethical conduct among its employees: either the promotion of good actions and outcomes or the prevention of bad ones. Through several experiments, the professors found that inducing a prevention focus will lead to ethical behavior more than inducing a promotion focus. In encouraging ethical behavior among employees, it behooves firms to consider focusing on preventing negative outcomes, not only in creating a code of ethics but also in setting goals and framing task directives. Closed for comment; 0 Comments.