Yearly Archives: 2017

Product Market Competition in a World of Cross-Ownership: Evidence from Institutional Blockholdings

Jie (Jack) He is Associate Professor at the University of Georgia Terry College of Business and Jiekun Huang is an Assistant Professor of Finance at the College of Business at the University of Illinois Urbana-Champaign. This post is based on a recent article by Professor He and Professor Huang, forthcoming in the Review of Financial Studies.

Over the past few decades, publicly traded firms have become increasingly interconnected through common stock ownership. For example, the fraction of U.S. public firms held by institutional blockholders that simultaneously hold at least 5% of the common equity of other same-industry firms has increased from below 10% in 1980 to about 60% in 2014. This increasing trend of institutional cross-ownership of same-industry firms suggests that treating firms as independent decision-makers in the product market may no longer adequately capture real strategic interactions among them. In fact, ample anecdotal evidence suggests that large common blockholders can exert influence on the corporate decisions and product market strategies taken by their cross-held firms. Given the tremendous growth in same-industry institutional cross-ownership and the fact that such ownership is still largely unregulated (as opposed to the heavy regulations on direct same-industry ownership such as horizontal mergers), understanding the economic consequences of same-industry institutional cross-ownership, especially its implications for product market dynamics, is important for both academics and policy makers.

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U.S. Board Practices

Rob Yates is Vice President at Institutional Shareholder Services, Inc. This post is based on an ISS publication by Mr. Yates, Rachel Hedrick, and Andrew Borek.

This year’s Board Practices Study focuses not only on longstanding issues traditionally covered, but on those which have driven increased shareholder interest in the boardroom over the past several years. Governance continues to evolve, but investor focus in recent years has been particularly pointed as new concerns have emerged, and the ways in which companies address those concerns adapts to meet market demands. Particular focus has been placed on the role of the board as a representative of shareholders at a company, and how the board’s structure and practices promulgate this responsibility. As always, this study provides a snapshot of these facets of public company boards in the S&P 1500 for investors and issuers to compare and contrast.

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Columbia Pipeline: Directors’ Self-Interest Does Not Exclude “Cleansing” Under Corwin

Gail Weinstein is Senior Counsel and Warren S. de Wied is a Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank publication by Ms. Weinstein, Mr. de Wied, Philip RichterSteven EpsteinRobert C. Schwenkel, and Scott B. Luftglass. This post is part of the Delaware law series; links to other posts in the series are available here.

In Columbia Pipeline Group, Inc. Stockholder Litigation (March 7, 2017), Vice Chancellor Laster granted the defendants’ motion to dismiss a putative class action challenging the $13 billion sale of Columbia Pipeline Group, Inc. to TransCanada Corporation. The plaintiffs alleged that all of the Columbia Pipeline directors and certain officers had breached their duty of loyalty by having engineered a self-interested plan (when they were directors and officers of the company’s former parent) to spin the company off and then to sell the post-spin company in order to trigger their change-in-control benefits. In what has become an increasingly familiar pattern for disposition by the Court of Chancery of post-closing challenges to M&A transactions (not involving a controller who has extracted a personal benefit), the court: (i) found that the stockholders had approved the transaction in a fully informed vote; (ii) held that, as a result, under Corwin, the business judgment rule standard of review applied; and (iii) dismissed the case.

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CEO Power and Board Dynamics

John Graham is D. Richard Mead, Jr. Family Professor at Duke University’s Fuqua School of Business. This post is based on a recent paper by Professor Graham; Hyunseob Kim, Assistant Professor of Finance at SC Johnson Graduate School of Management at Cornell University; and Mark Leary, Associate Professor of Finance at Washington University in St. Louis.

Corporate boards are expected to oversee and monitor managers on behalf of shareholders. However, too much monitoring by the board can hinder the ability of management teams to make nimble, optimal decisions. In equilibrium, theory suggests that talented CEOs, whose skills match well to the firms they manage, should be optimally monitored less intensely by the board. Theory also suggests that inside directors (who have other ties or past work experience with the firm) are likely to monitor the CEO less intensely. Thus, an equilibrium outcome may result in talented CEOs working at firms with less independent boards of directors and the independence of the board falling over the tenure of a given CEO.

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Cash Holdings and Labor Heterogeneity: The Role of Skilled Labor

Mohamed Ghaly is Assistant Professor of Finance at Lancaster University and Konstantinos Stathopoulos is Professor of Accounting and Finance at the University of Manchester’s Alliance Manchester Business School. This post is based on a recent article by Professor Ghaly, Professor Stathopoulos, and Viet Anh Dang, Associate Professor of Finance at the University of Manchester’s Alliance Manchester Business School.

In today’s competitive labor market, many firms are facing challenges in recruiting and retaining talent. The Manpower Group, a leader in human resource consultancy, has been conducting a worldwide “Talent Shortage Survey” in recent years. In 2015, 38% of 41,000 employers in 42 countries reported difficulty filling jobs due to lack of available skills. In the presence of skill shortages firms should hold onto their valuable hard-to-replace human capital, even during economic downturns. But what are firms prepared to do in their efforts to keep skilled employees? In our article, Cash Holdings and Labor Heterogeneity: The Role of Skilled Labor, which was recently accepted for publication in the Review of Financial Studies, we examine how firms’ cash reserves are determined by their reliance on skilled workers. We show that firms with a higher share of skilled workers hold more precautionary cash.

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As the U.S. Seeks to Roll Back Regulations, the European Parliament Adopts New Corporate Governance Rules

Cydney S. Posner is Special Counsel at Cooley LLP. This post is based on a Cooley publication.

Just when the U.S. is looking at how to roll back its regulations on corporations (among others) (see, e.g., this PubCo postthis PubCo post and this PubCo post), the rest of the world seems to be headed in the opposite direction. On Tuesday, the EU Parliament approved a Shareholder Rights Directive, which introduces, among other things, the concept of binding say-on-pay votes for companies listed in EU markets (over 8,000 of them). The Directive also includes some interesting measures intended to impede short-termism. According to the press release fact sheet issued by the European Commission, the Directive must still be adopted by the European Council (expected shortly) and, assuming adoption, will become effective two years thereafter.

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How Delaware May Be Dethroned and Why It Should Not

Charles M. Elson is the Edgar S. Woolard, Jr. Chair in Corporate Governance and Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. This post is based on his recent paper and is part of the Delaware law series; links to other posts in the series are available here.

Delaware’s preeminent role in corporate regulation has endured for several important reasons. Most importantly, the state’s entire approach to the corporate law has been centered on investor protection. Although through the years the ways by which it has tried to achieve this protection have changed, it is this animating principle that defines its laws. Investors are keenly aware of this fact and seek and respect the approach. Delaware’s primary industry is corporate regulation, and to maintain its franchise, it must carry out its responsibilities fairly, intelligently and responsibly. Its corporate code is the most advanced in the country. Its judiciary has unusual expertise in the field and is highly respected in the resolution of corporate disputes. [1] In recent years, the state has maintained a delicate balance between upholding shareholder power and board prerogative. It is favored as the nation’s finest and most balanced forum for corporate dispute resolution by both investors and managers as there are no real major local corporate interests as seen in other larger jurisdictions to affect its perceived neutrality. While other states, most notably Nevada and North Dakota, have attempted to usurp its franchise either through statutes that are seemingly more protective of management or shareholder friendly, none has succeeded largely because of the difficulty in creating an experienced and recognized corporate judiciary. Delaware possesses a powerful franchise that would be difficult for any other state to reproduce both judicially and, because of the potential influence in other jurisdictions of local corporate interests, practically.

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Governance in the Changing U.S. Political Landscape

George Dallas is Policy Director and Kerrie Waring is Executive Director at International Corporate Governance Network (ICGN). The following post is based on an ICGN publication. Additional posts addressing legal and financial implications of the Trump administration are available here.

Consistent with their stewardship obligations, institutional investors around the world regularly monitor and assess changing political dynamics, geopolitical tensions, economic stability and systemic risks. This broad purview of political assessment includes the outcomes of key elections in 2016 that triggered a new policy trajectory in important global markets where global institutional investors have considerable holdings and exposure. A particular focus is currently on the United States, with the new Trump Administration now in place. The specific policy changes of the Trump Administration and their implications are still taking shape, and remain a point of controversy, both politically and economically. These developments in several cases challenge or may contradict established principles of corporate governance and sustainability, and present potential conundrums for companies and investors—and for standard setters and regulators who aim to attract inward investment whilst ensuring efficient markets.

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Weekly Roundup: March 24–30, 2017


More from:

This roundup contains a collection of the posts published on the Forum during the week of March 24–30, 2017.

Is the American Public Corporation in Trouble?




Does the Market Value Professional Directors?




Are Large Banks Valued More Highly?


Another “Choice” for Bank Regulatory Reform?






Corporate Employee-Engagement and Merger Outcomes



The Investor Stewardship Group: An Inflection Point in U.S. Corporate Governance?

John C. Wilcox is Chairman of Morrow Sodali. This post is based on a Morrow Sodali publication by Mr. Wilcox. Additional posts on the Investor Stewardship Code are available here.

A potentially influential new organization of institutional investors has made its presence known in the U.S. corporate governance scene. On January 31, 2017, the Investor Stewardship Group (ISG), a “collective” of some of the largest U.S. and international investors, announced the launch of an ambitious program to establish a set of basic corporate governance principles for U.S. listed companies and a parallel set of stewardship principles for U.S. institutional investors (discussed on the Forum here). This unprecedented event could be a turning point in the evolution of U.S. governance practice.

Here are some of the reasons why the ISG and its principles could have a significant impact on U.S. companies:

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