Yearly Archives: 2017

Managerial Liability and Corporate Innovation: Evidence from a Legal Shock

Liandong Zhang is Professor of Accounting, Singapore Management University. This post is based on a recent paper by Professor Zhang; Yuyan Guan, Associate Professor at City University of Hong Kong; Liu Zheng, Associate Professor at City University of Hong Kong; and Hong Zou, Associate Professor of Finance at University of Hong Kong.

Innovation is vital to the development of core competitive advantages of a firm and to the economic growth of a country (Solow, 1957). By nature, innovation is a risky, costly, and long-term process fraught with failures (Holmstrom, 1989). A salient difficulty that has long been noted by both academics and practitioners is that risk-averse company directors and officers (D&Os) tend to be reluctant to commit to investment in risky research and developments (R&D) even though such investments may create long-term value (Aghion, Van Reenen and Zingales, 2013; Barton and Wiseman, 2015). As Jensen has highlighted, an important source of D&Os’ reluctance is the potential litigation risk. In particular, some investors may have a low tolerance of innovation failures and the resulting lackluster performance, and may challenge a firm’s innovation inefficiency, as can be seen from the following example.

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The ICO Gold Rush

Dirk A. Zetzsche is ADA Chair in Financial Law at the University of Luxembourg and Director of the Center for Business & Corporate Law at Heinrich Heine University in Duesseldorf; Ross Buckley is Scientia Professor and King & Wood Mallesons Chair of International Finance Law at the University of New South Wales; and Douglas Arner is Kerry Holdings Professor in Law at the University of Hong Kong. This post is based on a recent paper by Professor Zetzsche, Professor Buckley, Professor Arner, and Linus Föhr, Research Assistant at the University of Luxembourg.

Initial coin offerings (ICOs) typically use blockchain technology to offer tokens that confer some rights in return, most often, for cryptocurrency. They can be seen as effectively a conjunction of crowdfunding and blockchain.

In the past 18 months more than 1,000 ICOs have raised more than USD 3 billion. While these numbers do not indicate a global phenomenon, the growth rate is accelerating, with more raised in the latest six months than in the previous 3 years together.

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Do Managers Give Hometown Labor an Edge?

Scott Yonker is Assistant Professor & Lynn Calpeter Faculty Fellow in Finance at the Dyson School of Applied Economics and Management at Cornell University. This post is based on his recent article, recently published in the Review of Financial Studies.

Anyone who has been in the workforce has likely either experienced or known someone who has felt the effects of employee favoritism. Whether it is getting passed over for a promotion because your competition was the CEO’s college buddy or being spared from downsizing because your supervisor knew that you, unlike your co-workers, had mouths to feed at home. The pervasive view in economics is that favoritism leads to inefficient human resource allocation and ultimately destroys firm value. However, there is very little direct evidence that top managers (CEOs) at U.S. firms systematically favor some employees over others. In my article, Do Managers Give Hometown Labor an Edge?, which was recently published in the Review of Financial Studies, I test for evidence of employee favoritism by CEOs of large U.S. firms.

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Weekly Roundup: November 23-30, 2017


More from:

This roundup contains a collection of the posts published on the Forum during the week of November 23-30, 2017.

Peer Information and Empowered Voters: Evidence from Voting on Shareholder Proposals


Analysis of SEC Shareholder Proposal Guidance



Comparison of House and Senate “Tax Cuts and Job Acts” Bills


Finance and Corporate Innovation: A Survey


Gender Diversity Index



Cybersecurity Risks in M&A Transactions


Founder Replacement and Startup Performance


Analysis of Section 220 Demand Request


Horizontal Shareholding and Antitrust Policy


Analysis of ISS’ QualityScore Updates




Does Financial Misconduct Affect the Future Compensation of Alumni Managers?


Some Thoughts for Boards of Directors in 2018

Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. This post is based on a Wachtell Lipton publication by Mr. Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles, Vishal Chanani, and Kathleen C. Iannone.

I. Introduction

As 2017 draws to a conclusion and we reflect on the evolution of corporate governance since the turn of the millennium, a recurring question percolating in boardrooms and among shareholders and other stakeholders, academics and politicians is: what’s next on the horizon for corporate governance? In many respects, we seem to have reached a point of relative stasis. The governance and takeover defense profiles of U.S. public companies have been transformed by the widespread adoption of virtually all of the “best practices” advocated to enhance the rights of shareholders and weaken takeover defenses.

While the future issues of corporate governance remain murky, there are some emerging themes that portend a potentially profound shift in the way that boards will need to think about their roles and priorities in guiding the corporate enterprise. While these themes are hardly new, they have been gaining momentum in prompting a rethinking of some of the most basic assumptions about corporations, corporate governance and the path forward.

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Nonvoting Common Stock: A Legal Overview

Steven M. Haas is a partner and Charles L. Brewer is an associate at Hunton & Williams LLP. This post is based on a Hunton & Williams publication by Mr. Haas and Mr. Brewer. This post is part of the Delaware law series; links to other posts in the series are available here. Related research from the Program on Corporate Governance includes The Untenable Case for Perpetual Dual-Class Stock by Lucian Bebchuk and Kobi Kastiel (discussed on the Forum here).

Dual-class stock structures have recently been the subject of significant commentary. Much criticism has been levied at companies with high-vote/low-vote stock structures, but the conversation seemingly reached a boiling point after Snap Inc.’s recent initial public offering of nonvoting common shares. Without taking a position on the merits of dual-class stock structures, this post provides an overview of the legal issues associated with nonvoting common stock of Delaware corporations.

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Does Financial Misconduct Affect the Future Compensation of Alumni Managers?

Boris Groysberg is professor of business administration in the Organizational Behavior unit at the Harvard Business School; Eric Lin is an Assistant Professor at the United States Military Academy; and George Serafeim is the Jakurski Family Associate Professor of Business Administration at Harvard Business School. This post is based on their recent paper.

Corporate scandals can have serious consequences on human capital. While prior research has shown the consequences on executives and directors that had oversight of the organization during a misconduct or were directly responsible for a misconduct, in a recent paper, we examine the effect of stigma on future compensation for individuals that left many years before the misconduct occurred and were never implicated in the misconduct.

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Virtual-Only Shareholder Meetings: Streamlining Costs or Cutting Shareholders Out?

Robert Richardson is manager of North American Proxy Research at Glass, Lewis & Co. This post is based on a Glass Lewis publication by Mr. Richardson.

In a fast-paced technological world, where efficiency and streamlining are often viewed as key drivers of success, it’s no surprise that companies have started to livestream their shareholder meetings and to allow investors to participate remotely. Adding an online component can broaden the franchise, giving shareholders the chance to attend the “hybrid” physical/online meeting even if they can’t travel to it.

However, more and more companies are going a step further—not just adding an option for online participation, but removing the in-person alternative. The 2017 U.S. proxy season saw 163 companies hold virtual-only shareholder meetings, an increase from 122 virtual-only meetings held during the 2016 U.S. proxy season.

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Governance Improvements in 2017

Subodh Mishra is Executive Director at Institutional Shareholder Services, Inc. This post is based on an ISS Analytics publication by Kosmas Papadopoulos, Associate Director at ISS Analytics.

[On Thursday, November 23], the United States celebrates Thanksgiving, a holiday that has roots across many cultures in celebrating a bountiful harvest. And so we thought it fitting to take this week to appreciate the year’s harvest of advances in corporate governance that companies around the world have made since the beginning of the year. While issuers and investors no doubt have their plates full (pun intended) with more complex and numerous governance topics to consider, they have plenty of reasons to cherish the positive changes resulting from their labors throughout the past year.

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Analysis of ISS’ QualityScore Updates

Holly J. Gregory and John P. Kelsh are partners and Rebecca Grapsas is counsel at Sidley Austin LLP. This post is based on a Sidley publication by Ms. Gregory, Mr. Kelsh, Ms. Grapsas, and Claire H. Holland. Related research from the Program on Corporate Governance includes What Matters in Corporate Governance? by Lucian Bebchuk, Alma Cohen and Allen Ferrell (discussed on the Forum here).

On October 30, 2017, Institutional Shareholder Services (ISS) announced new questions and other methodology updates to its ISS Governance QualityScore corporate governance scoring tool that will take effect on December 4, 2017. These and additional updates are reflected in the QualityScore technical document ISS published on November 14, 2017, available here. This post summarizes the QualityScore updates applicable to U.S. companies and reminds companies to verify their data against QualityScore’s methodology until Tuesday, November 28, 2017 at 8:00 p.m. (ET).

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