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This chapter explores the advantages (for large investors) of directly owning productive assets, compared with indirect ownership through stock in corporations. Significant factors are agency costs and recent changes in the tax and regulatory environment. Recent corporate scandals have led to legislative and regulatory responses that significantly increase the monitoring costs and other burdens of becoming or remaining a public corporation. As a result, there has been a substantial increase in going-private transactions, particularly among smaller public companies. Acquisitions and minority equity positions that allow large corporations to join with smaller companies have also increased. The pressures to go private are not entirely new, however. This chapter, reflecting collaboration by professors of finance and business law, traces the legal concept that the corporation is an entity separate and apart from its owners, showing how the legal status of corporations hinders resolution of conflicts among the parties to the enterprise. Thus, there have long been fundamental flaws inherent in the corporation as the form of organization for certain activities. The current wave of Sarbanes–Oxley restructuring via private equity firms is part of a significant increase in direct ownership of major assets by institutional investors. Direct ownership prevents management expropriation of resources, and is preferable to corporate ownership whenever other alternatives for indemnification or liability limitation are available (such as insurance, limited partnerships, limited liability companies, etc.). Finally, the renewal of direct ownership is not a radical shift, but a return to long-established tradition in the organization of business activities.

This paper explores the advantages (for large investors) of directly owning productive assets, compared with indirect ownership through stock in corporations. Significant factors are agency costs and recent changes in the tax and regulatory environment. Recent corporate scandals have led to legislative and regulatory responses that significantly increase the monitoring costs and other burdens of becoming or remaining a public corporation. As a result, there has been a substantial increase in going-private transactions, particularly among smaller public companies. However, the pressures to go private are not entirely new. We trace the legal concept that the corporation is an entity separate and apart from its owners, showing how the legal status of corporations hinders resolution of conflicts among the parties to the enterprise. Thus, there have long been fundamental flaws inherent in the corporation as the form of organization for certain activities. Direct ownership of major assets by investors prevents future expropriation of resources, and is preferable to corporate ownership whenever other alternatives for indemnification or liability limitation are available (such as insurance, limited partnerships, limited liability companies, etc.). Finally, the renewal of direct ownership is not a radical shift, but a return to long-established tradition in the organization of business activities.

With the large majority of colleges and schools of business integrating ethics into their curricula, business ethics educators must work to improve the quality of instruction and find methods that enhance student learning. Because many films now address business ethics issues, the content of these films may be used to enhance the teaching of business ethics to undergraduate and graduate business students. This chapter suggests films that may be presented in business ethics classes to illustrate the four ethical categories set forth by the accrediting body for schools of business, The Association to Advance Collegiate Schools of Business (AACSB International), in their 2004 report on ethics education in business schools: ethical decision-making, ethical leadership, responsibility of business in society, and corporate governance.

Cannella and Holcomb ((this volume). In: F. Dansereau & F. J. Yammarino (Eds), Research in multi-level issues (Vol. 4). Oxford, UK: Elsevier Science) are unconvinced that top management teams (TMTs) are the appropriate level of analysis for upper echelons research and are, accordingly, unenthusiastic about the promise of multi-level analysis for research of this type. We agree and discuss (1) the fragility of agency theory as it pertains to TMT research, (2) various issues pertaining to TMT turnover (or lack thereof), (3) paradoxes in practice and theory regarding TMT homogeneity/heterogeneity, (4) the absence of boards of directors in the upper echelons perspective, and (5) the implications of these issues on the theory/conceptualization of TMTs and of the research dedicated to them. We question whether the variables, as currently configured, relied on in this literature are sufficiently developed to adequately test an upper echelons perspective, or to sensibly warrant a multi-level analytical approach.

We investigate how firms’ responses to misconduct change when the institutional environment becomes more stringent. Organizational theory offers conflicting perspectives on whether new legislation will increase or decrease pressure on firms to take remedial action following misconduct. The dominant perspective posits that new legislation increases expectations of firm behavior, amplifying pressure on them to take remedial action after misconduct. A more recent perspective, however, suggests that the mere necessity to meet more stringent regulatory requirements certifies firms as legitimate to relevant audiences. This certification effect buffers firms, reducing the pressure for them to take remedial action after misconduct. Using a temporary, largely arbitrary exemption from a key provision of the Sarbanes-Oxley Act, we show that firms that were not required to meet all the regulatory standards of good governance it required became 45% more likely to replace their CEOs following the announcement of an earnings restatement after Sarbanes-Oxley. On the other hand, those that were required to meet all of Sarbanes-Oxley’s provisions became 26% less likely to replace their CEOs following a restatement announcement. Ironically, CEOs at firms with a legislative mandate intended to increase accountability for corporate misconduct shoulder less blame than do CEOs at firms without such legislative demands.

Stewardship theory is an emergent approach for explaining leadership behavior, challenging the assumptions of agency theory and its dominance in corporate governance literature. This study revisits the agency and stewardship theories by seeking to answer whether chief executive officers (CEOs) in China are committed stewards or opportunistic agents.

Based on 5,165 observations of 1,036 listed companies in China over the period 2005–2010, the results suggest that the corporate governance mechanisms developed from the agency theory in the West are not necessarily applicable in the Chinese context.

This study supports the stewardship theory in its findings that empowering CEOs through the practice of CEO duality and longer CEO tenure have a positive effect on firm value in China. Additionally, the positive relationships between CEO duality, CEO tenure and firm value are strengthened by the number of executive directors on the board, and weakened by the number of independent directors on the board.

One size does not fit all. Leadership behaviors in China do not follow the agency assumptions inherent in Western practices, rather they favor the conditions of positive leadership expressed by the stewardship theory. Assuming that the motivations of managers in emerging markets such as China are similar to those in the West may lead to a poor fit between governance policies and the institutional context.

As one of the few studies to connect the theoretical debate between the agency and stewardship theories, this study presents new evidence to support the stewardship theory, thereby strengthening its theoretical importance and relevance in corporate governance literature.

Despite formal ethics education and ethics-related continuing professional education (CPE) requirements, professional accountants continue to play a central role in enabling corporations to make unethical business decisions and take unethical business actions. Several jurisdictions in the United States require ethics education for licensure, but often the focus is on memorizing rules and regulations, rather than on providing tools to improve the moral practice of professionals and to help them resolve ethical dilemmas. The authors analyzed recent state Certified Public Accountant (CPA) society course offerings and found much more emphasis on memorization than on ethical reasoning to satisfy State CPA CPE requirements. To improve accountants’ ethical awareness and behavior, CPE providers should stress ethical reasoning rather than merely memorizing rules. Such changes will make future and present accountants and auditors more ethically aware, and thus more likely to improve their ethical decision-making. Nonetheless, the authors suggest that effective ethics education and training should start in the classroom with help from departmental advisory councils. Ethics courses offered in accounting programs as well as those offered by CPE providers can leverage the experience of members of advisory councils to create programs that resonate with professionals and foster lifelong ethical awareness and ethical reasoning skills.

Board diversity has been an important topic in corporate governance. Extant literature examines the overall diversity in the boardroom and its impact. However, since important decisions are usually taken by the committees, it is important to also examine diversity in committees. We use the Coca-Cola Company as the case study and examine its diversity in both audit and finance committees. Our goal is to raise the awareness of researchers, board nominating committees, and diverse directors themselves, as to whether diverse directors are placed in the right positions to allow them to contribute their diverse views and experiences.

We conducted a case study of the Coca-Cola Company using its proxy statement in both 2016 and 2018.

While Coca-Cola’s self-reported board diversity stood at 27% in 2016, and increased to 31% by 2018, the critical audit and finance committees showed a distinct lack of diversity. Focusing on gender diversity for the purposes of this chapter, we investigated two possibilities: (1) that the lack of committee diversity is due to the lack of finance and leadership skills of those board members who were from underrepresented groups, but this possibility does not seem likely, (2) that the presence of a female CFO removed the urgency to place board members from underrepresented groups on the audit and finance committees.

We provide a cautionary perspective on the implementation of diversity policies at the highest levels of an organization. The pursuit of diversity, like other admirable corporate goals, can degenerate into a check-the-box mentality. When this happens, diversity can become viewed as a substitute for real competency rather than a complement to existing competencies.

It is suggested that boards revise the recruiting and selecting process to include more female candidates, and be sensitive how and where those diverse directors can best contribute their perspectives and experiences.