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The chapter investigates three channels through which private benefits are hypothesized to be extracted in dual class companies: excess executive compensation, excess capital expenditures and excess cash holdings.

With a propensity score matched sample of S&P 1500 dual class and single class companies with concentrated control, the chapter analyzes the relationship between the valuation discount of dual class companies and measures of excess executive compensation, excess capital expenditure and excess cash holdings.

Executives in dual class firms earn greater compensation relative to their counterparts in single class firms. This excess compensation is more pronounced when the executive is a family member. The value of dual class shares is discounted most when cash holdings and executive compensation of dual class are excessive. Excess compensation is highest for executives who are family members of dual class companies. The dual class discount is not related to excess capital expenditures.

The research shows that the discount in the value of dual class shares in relation to the value of closely controlled single class company shares is directly related to the channels through which controlling shareholder-managers can extract private benefits.

During the 1980s, as organizational uses of information technology (IT) increased in both number of users and amount of use, and as more technology options presented themselves, organizations began to appoint senior personnel as “technology czars.” For executives outside the IT industry, particularly those focused on other aspects of running an enterprise (various business units, finance, human resources, etc.), the IT world seemed to be chaotic, out of control and full of terminological confusion. IT budgets and expenditures were growing rapidly and demands for service continued to increase both in scale and scope. Meanwhile organizational IT units seemed unresponsive, and curiously resistant to change. Central IT units in universities seemed stuck in the mainframe culture of home-grown, customized system development and controlled access at a time when distributed client-server computing offered the promise of low cost, local control and agility. As a result, many local IT support units evolved throughout academic institutions, placing even greater demand on scarce institutional resources and fuelling the potentially explosive tension between central administrative and local authority.

The bankruptcy of Enron in December 2001 marked the beginning of broad awareness that American corporations had left behind the strategy of expanding through diversification that was the hallmark of the 1950s through the early 1980s. CEOs now made it job one to meet the earnings projections of securities analysts, such that by the year 2000 they were, in record numbers, “restating earnings” – admitting that they had cooked the books. Accounting shenanigans were the tip of the iceberg, and what lay under the water was a new approach to running the corporation to produce numbers that analysts and institutional investors would like. Three groups that stood to benefit from the new strategy spun it to investors as in the interest of all. Managers of hostile takeover firms defined their business as setting firms on the path to performing for shareholders. Institutional investors defined earnings management, rather than acquisitions management, as increasing shareholder value and focused management attention on earnings by popularizing stock options. Securities analysts hawked their own profit projections as the reigning metric of corporate performance, and favored easy-to-analyze single-industry firms through “buy” recommendations. These three groups changed the incentives executives faced, making accounting shenanigans in the pursuit of earnings management widely popular and enriching institutional investors, analysts, and executives in the process. Regulatory changes to end malfeasance have made it marginally more difficult to perform illegal accounting practices, but they have not changed the core corporate strategy that has emerged since the early 1980s. The changes illuminate the rise of groups of business professionals in the power structure, for it was not investors but different groups of business professionals who won the day. The changes illuminate, as well, the role of the social construction of interest in power relations among groups – it was by convincing executives and shareholders that a new corporate strategy was in their own interest, which these business professionals succeeded.

Agency theorists diagnosed the economic malaise of the 1970s as the result of executive obsession with corporate stability over profitability. Management swallowed many of the pills agency theorists prescribed to increase entrepreneurialism and risk-taking; stock options, dediversification, debt financing, and outsider board members. Management did not swallow the pills prescribed to moderate risk: executive equity holding and independent boards. Thus, in practice, the remedy heightened corporate risk-taking without imposing constraints. Both recessions of the new millennium can be traced directly to these changes in strategy. To date, regulators have proposed nothing to undo the perverse incentives of the new “shareholder value” system.

Personnel costs typically account for 60% or more of total operating expenses in health systems, and as such beome a necessary focus in most if not all substantive health reform adaptations. This study sought to assess whether strategic alignment of the human resource (HR) and learning functions was associated with greater adaptive capacity in U.S. health systems.

Data were gathered using a survey that was distributed electronically to chief human resource officers from two U.S.-based associations. The survey included questions about organizational structure, strategic human resource management, strategic learning, and organizational response to health reform.

Significant correlations were found between strategic alignment of HR and HR’s involvement in responses related to cost control (r=0.46, p<0.01); quality improvement (r=0.45, p<0.01), and patient access (r=0.39, p<0.01). However, no significant relationships were found between strategic alignment of organizational learning and HR involvement with these responses.

Results suggest that HR structure may affect an organization’s capacity for adaptive response. Top-management teams in health systems should consider positioning HR as part of the core leadership team, with a reporting relationship that allows HR to maximally participate in formulating and implementing organizational adaptation.

Many argue that the design of compensation contracts for public company chief executive officers (CEOs) is often not guided by a goal of value maximization. Yet, there is limited direct empirical evidence on the negative consequences of the proposed inefficient contracting between shareholders and CEOs. Using data on CEO bonus contracts of the S&P 500 firms, we investigate potential firm performance implications of the use of qualitative criteria such as leadership and mentoring in those contracts. We maintain that unlike quantitative criteria, qualitative criteria are difficult to define and measure on an objective basis, possibly resulting in an inefficient and biased incentive structure. Twenty-five percent of the sample observations have CEO bonus contracts that include a qualitative criterion for bonus payment determination. Our results show that employee productivity, asset productivity, capital expenditures, and future abnormal stock returns are lower for firms that use a qualitative criterion in CEO bonus contracts than those that do not. Further, contrary to the argument in prior literature that earnings management decreases with the use of subjective performance indicators in incentive contracts, we find that income-increasing accruals are actually higher when the CEO bonus contract includes a qualitative criterion. We recommend that compensation committees set concrete, measurable performance goals for CEOs, providing CEOs with better guidance and helping improve their corporate decision making.