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By. Jorge A. Chan-Lau

This paper uses a stochastic continuous-time model of the firm to study how different corporate governance structures affect the agency cost of debt. In the absence of asymmetric information, it shows that control of the firm by debtholders with a minority stake delays the exit decision and reduces the underinvestment problem. Such a governance structure may play an important role in diminishing conflicts between shareholders and debtholders.


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Kazuo Ogawa and Hirokuni Uchiyama

An attempt is made to estimate a state space model of investment and borrowing in a Bayesian framework and extract the unobservable agency cost of Japanese firms by firm size. Our estimates of the agency cost exhibited a declining trend in the late 80s and then switched to an increasing trend in the 90s. We pin down the driving force of agency cost to be the market value of land. Furthermore, we find that investment and borrowing behavior of small firms is very much affected by their agency cost in the late 80s and the 90s. Our evidence demonstrates that imperfection of capital market is notable for small firms in Japan.

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Jon L. Pierce; Stephen A. Rubenfeld; Susan Morgan
The Academy of Management Review, Vol. 16, No. 1. (Jan., 1991), pp. 121-144.


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Steen Thomsen; Torben Pedersen
Strategic Management Journal, Vol. 21, No. 6. (Jun., 2000), pp. 689-705.


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Ross L. Watts

This paper examines conservatism in accounting. Conservatism is defined as thedifferential verifiability required for recognition of profits versus losses. In its extreme form the definition incorporates the traditional conservatism adage: “anticipate no profit, but anticipate all losses.” Despite criticism from many quarters, including standard-setters, conservatism appears not only to have survived in accounting for many centuries, but also to have increased in the last 30 years.

The paper lays out the various alternative explanations for conservatism: contracting; shareholder litigation; taxation and accounting regulation (e.g., SEC and FASB). It also summarizes the empirical evidence on the existence of conservatism and the extent to which it is consistent with the alternative explanations for conservatism. The evidence is consistent with both the existence of conservatism and its increase in recent years. Contracting and shareholder litigation explanations appear to be important in these results. The evidence on the effect of taxation and regulation is weaker, but is still consistent with those explanations playing a role. Earnings management could also produce some of the evidence on conservatism, but it is unlikely to be the major explanation.

The explanations and evidence have important implications for accounting regulators (SEC and FASB). First, the contracting explanation implies that conservatism will exist even in the absence of formal contractual use of financial statements. As long as income and net asset measures have meaning and are used in a way that affects management’s welfare, conservatism is likely to be an optimal accounting principle. Absent differential verifiability, financial measures such as income and net assets are likely to be subject to sufficient manipulation to render them meaningless. Second, recent FASB moves to apply rules such as mark-to-market without appropriate concern for verifiability are likely to be disastrous for the FASB and capital markets. Third, attempts to introduce unverifiable estimates of future cash flows into the financial statements are likely to just as disastrous.


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by. Shuo Wu

This paper investigates how managerial ownership affects earnings timeliness and conservatism. Prior research has provided mixed evidence on the relation between managerial ownership and earnings qualities. This paper complements the literature by providing additional evidence on this topic. I define earnings timeliness and conservatism following Basu (1997): Timeliness is defined as the speed at which accounting earnings incorporate news, and is empirically measured by the sensitivity of earnings to unexpected stock returns; conservatism is defined as when bad news is reflected in accounting earnings more quickly than good news, and is empirically measured by the asymmetry in earnings’ sensitivity to positive returns and negative returns. To test the impact of managerial ownership, I extend the model in Basu (1997) by incorporating a dummy variable that equals 1 if the firm’s percentage of managerial ownership is above a threshold and zero otherwise. Specifically, I allow this dummy variable to interact with each term in the original Basu (1997) model. Using a sample of 8,886 firm-year observations from 1994 to 2003, I find that firms with a higher percentage of managerial ownership exhibit more timely and conservative patterns in their annual earnings.


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Ryan LaFond and Sugata Roychowdhury

In this paper we examine the effect of managerial ownership on financial reporting conservatism. Separation of ownership and control gives rise to agency problems between managers and shareholders. Financial reporting conservatism is one potential mechanism to address these agency problems. We hypothesize that as managerial ownership declines, the severity of agency problem increases, increasing the demand for conservatism. Consistent with our hypothesis, we find that conservatism as measured by the asymmetric timeliness of earnings declines with managerial ownership. The negative association between managerial ownership and asymmetric timeliness of earnings is robust to various controls for the investment opportunity set. We thus provide evidence of a demand for conservatism from the firm’s shareholders.


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Dan Givoly, Carla Hayn and Sharon P. Katz

To better understand how equity investors influence earnings quality, we compare the quality of accounting numbers produced by two types of public firms – those with publicly-traded equity and those with privately-held equity that are nonetheless considered public by virtue of having publicly-traded debt. We develop and test two hypotheses. The “demand” hypothesis holds that earnings of public equity firms are of higher quality than earnings of private equity firms due to the stronger demand by investors and creditors stemming from, among other concerns, higher litigation risk. The “opportunistic behavior” hypothesis posits that public equity firms have lower earnings quality than their private equity peers due to management intervention in the earnings process as a result of capital market considerations as well as their own equity-based compensation. We identify a number of attributes associated with the notion of earnings quality – persistence and estimation error of accruals, prevalence of earnings management, timeliness of loss versus gain recognition (conditional conservatism) and the extent of conservatism due to the use of asset-decreasing accounting principles (unconditional conservatism). The results indicate that, consistent with the “opportunistic behavior” hypothesis, private-equity firms have higher quality accruals and a lower propensity to manage income than public equity firms. However, in line with the “demand” hypothesis, public equity firms’ financial reports are generally more
conservative.


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Christina Dargenidou, Stuart McLeay, Ivana Raonic

This study examines the interactive influence of corporate ownership, corporate governance and investor protection on the incorporation of current value shocks in the accounting earnings of European companies. This influence is investigated not only by means of the association between current news and current earnings but also with respect to the association of the same news with expected future earnings, and its persistence. Consistent with the contractual explanation of accounting conservatism, it is shown that the accounting behaviour examined is a function of the demand created by shareholders, and that the institutional arrangements in force are of lesser significance in the presence of widely held ownership. On the other hand, greater separation between supervision and management and stronger investor protection are seen to be influential under close ownership, as these are shown to curb aggressive accounting in the form of a persistenty lower recognition of bad news in earnings. Evidence is also provided that stricter corporate governance practices in Europe can substitute for weaknesses in investor protection provisions in law.

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Sudipta Basu
Journal of Accounting Research, Vol. 37, Studies on Credible Financial Reporting. (1999), pp.
89-99.

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Jennifer E. Bethel; Julia Liebeskind
Strategic Management Journal, Vol. 14, Special Issue: Corporate Restructuring. (Summer, 1993),
pp. 15-31.

This paper investigates the relationship between ownership structure and corporate restructuring in a sample of 93 surviving public Fortune 500 firms during the period 1981-87. The results show that blockholder ownership is associated significantly with corporate restructuring, suggesting that many managers restructured their corporations during the 19802 only when pressured to do so by large shareholders.


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by. J. Lawrence French
The Academy of Management Review, Vol.12, No.3. (Jul., 1987), pp.427-435.


This paper explores employee ownership as financial investment rather than a mechanisme of control. Viewed from such a perspective, relations among employee ownership, satisfaction, and desired influence are more complex than supposed. Employee owners' satisfaction with the firm and their jobs depends, in part of their perceptions of the firm's financial performance and of the effectiveness of other employees. Dissatisfaction may increase efforts by employee owners to influence decision making.

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Robert G. Hansen; John R. Lott, Jr.
The Journal of Financial and Quantitative Analysis, Vol.31, No.1. (Mar.,1996), pp.43-68.


If shareholders own diversified portfolios, and if companies impose externalities on one another, shareholders do not want value maximization to be corporate policy. Instead, shareholders want companies to maximize portfolio values. This occurs when firms internalize between-firms externalities. Any kind of externality, pecuniary or nonpecuniary, vertical or horizontal, suffices. What matters is simply that one company's actions affect another's value. Thus, besides the tradional benefit of risk reduction, portfolio deversification offers additional benefits to shareholders through helping internalize externalities.
This paper documents the extent of diversification and cross-ownership of stocks among companies where these externalities are likely to be large and provides a capital market test of how merger offers vary with the extent of cross-ownership
.

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Lilli A. Gordon; John Pound
The Journal of Finance, Vol.48, No.2. (Jun.,1993), pp.697-718.

This paper examines how information and ownership structure affect voting outcomes on shareholders sponsored proposal to change corporate governance structure. We find that the outcomes of votes vary systematically with the governance and performance records of target firms, the identity of proposal sponsors, and the type of proposal. We also find that outcomes vary significantly as a function of ownership by insiders, institutions, outside blockholders, ESOPs, and outside directors who are blockholders. These results suggest that both public information and ownership structure have a significant influence on voting outcomes.



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Mike Burkart; Denis Gromb; Fausto Panunzi
The Quarterly Journal of Economics, Vol.112, No.3. (Aug.,1997), pp.693-728.

We proposed that dispersed outside ownership and the resulting managerial discreation come with costs but also with benefits. Even when tight control by shareholders is ex post efficient, it constitutes ex ante an expropriantion threat that reduces managerial initiative and noncontractible investments. In addition, we show that equity implements state contingent control, a feature ussualy associated with debt. Finally, we demonstrate that monitoring, and hence ownership concentration, may conflict with performance-based incentive schemes.


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Michael J. Brennan; Anjan V. Thakor
The Journal of Finance, Vol. 45, No. 4. (Sep., 1990), pp. 993-1018.

This paper develops a theory of choice among alternative procedures for distributing cash form corporations to shareholders. Despite the preferential tax treatment of capotal gains for individual investors, it is shown that a majority of a firm's shareholders may support a dividend payment for small distributions. For larger distributions, an open market stock repurchase is likely to be preferred by majority of shareholders, and for the largest distributions tender offer repurchases dominate.


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Archie B. Carroll
The Academy of Management Review, Vol.4, No.4.(Oct.,1979),pp.497-505.

Offered here is a conceptual model that comprehendively describes essential aspects of corporate social performance. The three aspects of the model address major questions of concern to academics and managers alike: (1) What is included in corporate social responsibility? (2) What are the social issues the organization must address? a
nd (3) What is the organization's philosophy or mode of social reponsiveness?

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Steven Huddart
Management Science, Vol.39, No.11. (Nov.,1993), pp.1407-1421.

This article analyzes the value of a corporation as a function of its ownership structure. Shareholders can acquire costly information about the manager's effort to produce output. Concentrating share ownership leads the largest shareholder to (i) acquire more precise signals of effort and (ii) modify the compensation contract. Better monitoring increases output, and hence firm value. However, the (risk averse) large shareholder bears more idiosyncratic firm risk as his stake in the firm increases. These forces equilibrate at a unique welfare maximizing ownershop structure. Under a strong condition on the purchase or sale of shares by large stock holders, investors have incentives to trade toward the ownership structure that maximizes the social surplus. When all investors are price takers only a diffuse ownership structure can arrise in a competitive equilibrium.


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Paul Mallette; Karen L. Fowler
The Academy of Management Journal, Vol. 35, No. 5. (Dec.,1992), pp. 1010 - 1035.

Abstract
This research examined the relationship between board composition and stock ownership and the passage of "poison pill" takeover defense provisions by U.S. industrial manufacturing firms. Results indicate the existence of several antededents to the passage of poison pills. The impact of board leadership on poison pill decisions depends on the proportion of independent directors on a board. Similarly, the impact of chief executive tenure on such decisions depends on the tenures of a firm's independent directors. Result also suggest that equity holdings significantly enter into decisions to adopt poison pills. Companies are more likely to pass such provisions the lower the equity holdings of inside directors and the higher the equity holdings of institutional investors.

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Mamoru Nagano
Waseda University Institute of Finance
Juli 2003

Abstract
This paper investigated micro-economic variables that determined corporate capital structure in the East Asian countries of Indonesia, Korea, Malaysia, the Philippines and Thailand in the aftermath of the 1997 Asian financial crisis. In general, there is a high level of dependency by firms on short-term external financing. Based on empirical analyses, the study found a significant negative relationship between firm profitability and corporate debt-to-equity (DE) ratio in all the sample countries. Firm size also has a direct relationship with DE ratio in many countries. On the other hand, the relationship between corporate debt-to-equity (DE) ratio and firm’s tangibility -- generally significant in the industrialized countries -- is entirely insignificant even in the post-crisis period.

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