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Article
Publication date: 15 June 2022

Jason Cavich

Following the traditions of stakeholder salience theory, this paper aims to contend that some institutional investor activists and tactics have more power, legitimacy and urgency…

Abstract

Purpose

Following the traditions of stakeholder salience theory, this paper aims to contend that some institutional investor activists and tactics have more power, legitimacy and urgency than others.

Design/methodology/approach

The author undertakes an empirical test of a saliency table looking at the effects of institutional investor heterogeneity on portfolio firm responses using ordinal logistic regression.

Findings

This study found heterogeneity for institutional investor type to drive firm responses but not tactic type raising the importance of the attributes of each type of investor activist. The author found a rank ordering of public pension plans, hedge funds and then private multiemployer funds in saliency to portfolio firms. In addition, the use of proxy-based tactics did not help or hurt each investor type. Both findings challenge prior empirical work.

Originality/value

The rank ordering based upon the heterogeneity of institutional investor activists and their tactical interactions are tested providing empirical evidence of the most influential activist investors and tactics in one study, which is rare in the literature.

Details

Society and Business Review, vol. 19 no. 1
Type: Research Article
ISSN: 1746-5680

Keywords

Article
Publication date: 5 October 2023

Ajaz Ul Islam

The purpose of this study is to provide a holistic view of the emergence of shareholder activism (SA) in India. However, specifically, this study aims at fulfilling the research…

Abstract

Purpose

The purpose of this study is to provide a holistic view of the emergence of shareholder activism (SA) in India. However, specifically, this study aims at fulfilling the research gap by discussing the policy and legal advancement in the area of SA and investigating the chronological evolution of SA, manifestations of SA, motives of SA, outcome of SAs and impact of SA on the financial performance of the firm.

Design/methodology/approach

This study used a mixed methodology (both qualitative and quantitative) to draw inferences, including content analysis, descriptive statistics, independent sample t-test and paired sample t-test. The data has been collected from the annual reports of the sample companies and the Prowess database. Return on assets and return on equity have been used as measures of financial performance while investigating the difference in financial performance between firms subjected to SA and firms not subjected to SA.

Findings

The findings of this study suggest that there has been significant growth in the occurrence of SA incidents in India in the past decade, with shareholders prominently manifesting by opposing the proposals at annual general meetings/extraordinary general meetings, mostly involving governance-related demands. The findings from the independent sample t-tests revealed that there has been a significant difference in the financial performance of the sample subjected to SA and firms not subjected to SA. Furthermore, the results of the paired sample t-test provide strong evidence of significant improvement in the financial performance of firms’ post-SA.

Practical implications

The findings of this study have implications for various stakeholders. The findings of this study suggest that SA has been relatively more successful in the Indian context and may encourage minority shareholders to follow active participation through shareholder proposals and votes rather than a passive strategy to trade and exit. For firms, it can provide valuable inferences about the emergence of SA and how it has a positive impact on the financial performance of the firm, which can lead to a change in the perception of investors and promoters who perceive SA as a threat (Gillan and Starks 2000; Hartzell and Starks, 2003). For policymakers, it can act as a tool to investigate whether the regulatory changes have been able to bring the intended transparency, accountability and enhanced shareholder participation. This will encourage policymakers to be more agile, as their efforts are bearing fruit. This will also act as a guide to formulating future policies and regulations.

Originality/value

This study is an effort to provide a holistic view of SA scenarios in a developing economy setting like India, where SA is a very recent phenomenon. Although there are studies in the area of SA, there is a dearth of studies that have investigated the various dimensions of SA in the Indian context in a very systematic and extensive manner, investigating all the different dimensions of SA. Furthermore, this study also intends to investigate the impact of SA, which is normally perceived as a threat to financial performance and provide valuable contrasting evidence.

Article
Publication date: 11 July 2023

Patrick Velte

This paper aims to review empirical research on the relationship between institutional ownership (IO) and board governance (85 studies).

Abstract

Purpose

This paper aims to review empirical research on the relationship between institutional ownership (IO) and board governance (85 studies).

Design/methodology/approach

Based on agency and upper echelons theory, the heterogeneous monitoring function of specific types and the nature of institutional investors on board composition, compensation and chief executive officer (CEO) characteristics will be focused.

Findings

The author found that most studies have referred to archival studies, analyzed the impact of board governance on IO, focused on CEO characteristics, neglected IO heterogeneity and advanced regression models to address endogeneity concerns. In line with the theoretical framework, the relationship between total IO and board governance is heterogeneous. However, specific types such as foreign, dedicated and pressure-resistant institutions represent active monitoring tools and push for increased board governance.

Research limitations/implications

The author provided useful recommendations for future research from a content and methodological perspective, e.g. the need for analyzing the impact of IO on sustainable board governance and other characteristics of top management team members, e.g. the chief financial officer.

Practical implications

As many regulatory bodies implemented regulations to promote shareholder rights and board governance, this literature review highlights the connections of both corporate governance mechanisms. Managers should conduct a careful and timely investor analysis and change the composition and compensation of the board of directors in line with institutional investors’ preferences.

Originality/value

This analysis makes useful contributions to prior research by focusing on IO and board governance, whereas the author structured the heterogeneous variables and results within the structured literature review. The authors guides researchers, regulatory bodies and business practice in this corporate governance topic.

Details

Corporate Governance: The International Journal of Business in Society, vol. 24 no. 2
Type: Research Article
ISSN: 1472-0701

Keywords

Article
Publication date: 17 October 2023

Mai Dao and Hongkang Xu

In this paper the authors aim to examine whether shareholder activism is associated with accounting reporting complexity (ARC).

Abstract

Purpose

In this paper the authors aim to examine whether shareholder activism is associated with accounting reporting complexity (ARC).

Design/methodology/approach

The authors employ ordinary least squares (OLS) and a sample of 19,530 firm-year observations (representing 3,377 unique firms) over the 2010–2019 period to test the prediction.

Findings

The authors find that firms with shareholder activism provide more complex accounting reporting. Further, both types of activism (including Concern & Dispute and Control & Discussion) are positively associated with ARC. The authors also find that the association between shareholder activism and ARC is more pronounced when the firms have a higher level of litigation risk and a higher proportion of institutional ownership. Collectively, the findings suggest that firms with shareholder activism may be under more pressure to disclose more accounting items, leading to more complex accounting reporting.

Originality/value

The study may be informative to regulators considering the costs and benefits of shareholder activism in financial reporting.

Details

Journal of Accounting Literature, vol. 46 no. 1
Type: Research Article
ISSN: 0737-4607

Keywords

Article
Publication date: 12 December 2023

Shailesh Rastogi and Kuldeep Singh

Environment, social and governance (ESG) practices and shareholder activism are making significant strides in the decision-making policies and processes for all firms. This study…

Abstract

Purpose

Environment, social and governance (ESG) practices and shareholder activism are making significant strides in the decision-making policies and processes for all firms. This study aims to assess the impact of ESG on the dividend payout decisions of firms in India. In addition, it also aims to determine how shareholder activism influences the impact of ESG on dividend distribution decisions.

Design/methodology/approach

The authors gather relevant data from 78 non-financial listed Indian firms from 2016 to 2020. This study undertakes longitudinal data analysis, with fixed effects and calculation of robust standard errors. In addition, the slope test is used to examine the effects of the interaction between ESG and shareholder activism.

Findings

It is found in the study that not only does ESG positively impact the dividends but also shareholder activism positively impacts the dividend distribution decisions. Surprisingly, the authors see a significant but negative interaction impact of shareholder activism on the positive association of ESG with dividend distribution decisions. In other words, ESG impacts dividend distribution decisions differently at levels of shareholder activism. When shareholder activism is low, ESG positively influences dividend distribution decisions. However, when shareholder activism is high, ESG negatively influences dividend distribution decisions.

Practical implications

This result has significant implications for all the stakeholders, including shareholders. A shareholder expecting a dividend could decide correctly through the current study’s findings. In cases of high shareholder activism, investors may skip picking a stock if investors expect high ESG to influence the dividend distribution decisions favourably. On the contrary, investors may choose a stock if shareholder activism is low and all else remains the same.

Originality/value

Literature has some evidence of the influence of shareholder activism and ESG (in silos) on the dividend distribution decisions in the firms. This study attempts to contribute by bringing forth the interaction effects of shareholder activism and ESG on dividend distribution decisions.

Details

Journal of Global Responsibility, vol. ahead-of-print no. ahead-of-print
Type: Research Article
ISSN: 2041-2568

Keywords

Open Access
Article
Publication date: 29 September 2022

Kumiko Nemoto

Building on the institutional theory perspective on corporate governance change and based on interviews with investor relations (IR) managers in large Japanese companies, this…

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Abstract

Purpose

Building on the institutional theory perspective on corporate governance change and based on interviews with investor relations (IR) managers in large Japanese companies, this study aims to examine Japanese IR managers’ perceptions of the influence of foreign shareholders on Japan’s corporate governance reform and stakeholder-based system. The paper examines tensions, conflicts and collaborations among different stakeholders involved in corporate governance changes in Japan, especially in the areas of firm ownership, employment relations and boards of directors. The paper explains why convergence does not happen in some large Japanese companies by investigating Japanese managers’ responses to and perceptions of foreign shareholders in multiple corporate contexts.

Design/methodology/approach

The author conducted in-depth interviews with ten IR managers at large, listed Japanese companies in Kyoto and Tokyo and two managers at foreign investment banks in Tokyo, between 2018 and 2021.

Findings

This paper explores five themes that emerged from my interviews: Chief executive officers’ (CEOs’) mixed perceptions of foreign investors, the effectiveness of CEO compensation and outside directors, managers’ reluctance to accept stock price-driven business strategies, foreign investors’ engagement vs investments in index funds and gender patterns, including the effectiveness of token female outside directors. The Japanese companies the author looked at incorporated foreign shareholders as consultants and adopted a few major shareholder-based customs, such as CEOs communicating with investors, having outside directors, increasing CEO compensation and slimming down unprofitable parts of the business via restructuring and downsizing. Simultaneously, they resisted a few major shareholder-based practices. Foreign shareholders’ pressure revealed tensions and contradictions between the Japanese stakeholder system and shareholder primacy-based customs.

Originality/value

This paper is one of the few qualitative studies that explores Japanese IR managers’ responses to and perceptions of foreign shareholders in corporate governance reform, with a particular focus on ownership, employment relations and board members. This paper provides examples of tension, conflict and cooperation between Japanese managers and foreign investors, as seen through the eyes of Japanese IR managers. Examining changes in Japan’s stakeholder-based system of corporate governance reform enables us to better understand the processes by which, with vigorous pressure from government and foreign shareholders, a non-western country like Japan may adopt shareholder-based customs and how such a change may also lead to institutional changes.

Details

Corporate Governance: The International Journal of Business in Society, vol. 23 no. 3
Type: Research Article
ISSN: 1472-0701

Keywords

Article
Publication date: 28 December 2023

Irfan Rashid Ganie, Arunima Haldar, Tahir Ahmad Wani and Hemant Manuj

This study aims to examine the role of institutional investors (using proxy voting and voice) in influencing the decisions and governance landscape of their investee firms.

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Abstract

Purpose

This study aims to examine the role of institutional investors (using proxy voting and voice) in influencing the decisions and governance landscape of their investee firms.

Design/methodology/approach

The authors use exploratory research design due to the underdevelopment of the problem phenomena, especially in the context of emerging economies. Using asset management companies (AMC) as a proxy for institutional investors, the authors use a multiple case study design. This design was relevant in the setting as it assured triangulation by studying the same phenomenon across firms with distinct characteristics. The authors sourced the data for the multiple cases from primary sources (such as semi-structured interviews) and secondary sources (such as official Webpages and social media pages of AMC and examination of archival documents). Finally, the authors used qualitative content analysis to analyse the data.

Findings

The findings suggest that shareholder activism by institutional investors has grown in India over the period, particularly in matters related to corporate governance, related party transactions, remuneration and compensation. These AMC in India use proxy voting services for advising on voting resolutions in their investee companies. However, voting by AMC does not generally affect resolution results. This is particularly true in the presence of a high concentration of promoter holdings in investee companies.

Originality/value

The study is a novel attempt in an emerging market context to explore the role of institutional investors in influencing firm decisions and improving the governance landscape of the company using proxy voting and voice. This is especially important as the institutional framework in emerging markets is not as strong as in developed markets.

Details

International Journal of Organizational Analysis, vol. ahead-of-print no. ahead-of-print
Type: Research Article
ISSN: 1934-8835

Keywords

Article
Publication date: 9 November 2023

Karim S. Rebeiz

This study aims to explore the evolutionary trajectory of American corporations and their governance over the past few centuries, using a multidisciplinary investigative approach…

Abstract

Purpose

This study aims to explore the evolutionary trajectory of American corporations and their governance over the past few centuries, using a multidisciplinary investigative approach. The research focuses on the American business landscape because it has played a pivotal role in shaping the field of corporate governance theory and practice.

Design/methodology/approach

The author thoroughly investigates archival records, legal documents, academic publications, reputable databases and pertinent literature to unearth valuable insights into the key events that have influenced the evolutionary path of American corporations and their governance throughout history.

Findings

Delving into the evolutionary journey of American corporations and their governance reveals a multifaceted narrative, enhancing our comprehension of the impact of the external socio-economic environment, and the effectiveness and limitations of established corporate governance paradigms in addressing such transformations. This introspection establishes the groundwork for ongoing discussions concerning how corporate governance should adapt to meet the evolving needs and expectations of stakeholders and society as a whole, with a specific focus on the pivotal role that boardrooms could play in this regard.

Practical implications

The insights gained from this analysis offer practitioners a foundational resource to understand corporate governance in a complex business landscape. Armed with this understanding, practitioners can better align governance strategies with both historical context and contemporary requirements.

Social implications

The research has significant social implications in the sense that history highlights the importance of the society in influencing corporate governance practices. It specifically emphasizes the need for the board of directors to consider both shareholder value and social responsibility, while also fostering public trust and confidence.

Originality/value

Many corporate governance concepts are often used with limited understanding of their initial intent, resulting in their unquestioned adoption. In this paper, the author offers a contextual exploration of historical events that have contributed to the development of these diverse corporate perspectives. To the best of the author’s knowledge, there are exceedingly few, if any, papers that present comparably insightful and multidisciplinary insights into the evolutionary path of corporations and their governance, especially within a dynamic and influential market like that of the USA.

Details

Corporate Governance: The International Journal of Business in Society, vol. ahead-of-print no. ahead-of-print
Type: Research Article
ISSN: 1472-0701

Keywords

Book part
Publication date: 24 August 2023

Timo Paumen, David P. Kroon and Svetlana N. Khapova

While Merger & Acquisition (M&A) activity has reached unprecedented levels over recent years, M&A failure rates remain high. Yet, there is growing evidence that private equity…

Abstract

While Merger & Acquisition (M&A) activity has reached unprecedented levels over recent years, M&A failure rates remain high. Yet, there is growing evidence that private equity funds show high success rates. As little is known about the differences between different types of buyers, and only scant information exists on private equity funds’ operations, we inductively explore the reasons for their outperformance. In this qualitative study, we identify three characteristics (i.e., organizational set-up, private equity investors’ professional identities, and an integrative work approach), which we brought together into a theoretical framework that explains how private equity professionals can enable better M&A performance. Finally, our findings underline the effectiveness of specific incentivization approaches applied in private equity funds.

Article
Publication date: 7 August 2023

Ambareen Beebeejaun and Pramod Kumar Bissessur

Shareholder activism is gaining popularity across the globe especially in today’s context where the option of giving up and selling shares to exit the company has become obsolete…

Abstract

Purpose

Shareholder activism is gaining popularity across the globe especially in today’s context where the option of giving up and selling shares to exit the company has become obsolete. Hence, the purpose of this research paper is two-fold, firstly, to investigate the extent to which the minority shareholders of companies listed on the Stock Exchange of Mauritius adopt and make use of the various tools of activism; and secondly, to compare the UK laws on shareholder activism with that of Mauritius.

Design/methodology/approach

To achieve these objectives, this study adopted the qualitative research method. Primary data was collected by conducting a survey on minority shareholders of Mauritian listed companies to figure out the extent to which they resort to activism tools, while secondary data was collected through a qualitative legal, document and content analysis to scrutinise regulatory provisions and existing literature on the researched topic.

Findings

The results show a moderate implementation level of shareholder activism by the minority investors in Mauritius although it was noted that minority shareholders are more likely to resort to the internal tools of activism rather than external methods. Further to the comparative study conducted, this research recommends a more active participation of the Mauritian regulatory bodies, amendments to the Mauritius Code of Corporate Governance and Mauritius Companies Act and the establishment of a commission responsible for overseeing the exercise of shareholders’ powers and promoting derivative lawsuits among minority shareholders.

Originality/value

Few researchers like Beebeejaun and Koobloll (2018) analysed shareholder activism through the lens of corporate governance with the view of providing recommendations to bring amendments in the Mauritian corporate law landscape. However, to the best of the authors’ knowledge, no research has yet been effectuated on the extent to which shareholder activism is practised by the minority investors in developing countries, for which this existing study aims at filling in the research gap.

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