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This chapter examines the determinants of managerial incentives at the time of an Initial Public Offering (IPO) on the Alternative Investment Market (AIM) of the London Stock Exchange. We identify a trade-off relation between board monitoring and incentives that is specific to CEOs. We also investigate the role of stock option grants and share transactions at the IPO. We find that the IPO may be used as a wealth diversification opportunity. We report that undiversified managers with large pre-IPO shareholdings receive smaller stock options grants and sell more shares in the IPO than more diversified managers.

This chapter investigates the short-run and long-run economic implications of the shareholder activism in family-controlled firms in Malaysia.

In order to investigate the impact of MSWG activism on RPT, we collected related party transactions data (sales and purchases) and inter-segment sales from the annual reports of the firms. We use standard event study methodology to calculate abnormal returns for the sample and control firms.

We do not find significant effect on the share performance in the short-run after MSWG engagement with the targeted firms. However in the long-run, our results show significant improvement in the MSWG targeted family-controlled firms’ performance compared to non-targeted family firms. We also examine the changes in the level of related party transactions. We do not find significant changes in the level of such sales and purchase transactions except for inter-segment sales.

We argue that market is not strong form efficient because market did not react to the MSWG engagement with the management of these companies. We propose that future research should focus on the investors perception of the MSWG involvement so that a clear picture of its significance can be observable to other firms in the market.

Even though the activism practices are still less aggressive in Malaysia than those found in the developed countries such as the United Kingdom and the United States, however our results show that shareholder activism led by MSWG have impact on the family-owned firms performance in the long-run.

We argue that it is the first study to examine MSWG engagements with the family-controlled firms in Malaysia.

The resolution of conflicts between shareholders and managers, at minimal cost, is the goal of corporate governance. In 1999, an intriguing series of events occurred that dramatically reshaped the Canadian airline industry. This clinical study considers these events in relation to four corporate governance mechanisms. The results of this clinical study suggest that these four mechanisms may not be sufficient to control a management team that is committed to a course of action and to retaining their positions. In practice, corporate governance can be severely limited, even when the majority of board members are outside directors. In addition, institutional shareholders may not be the disciplining force that theory and logic suggests. Overall, the results imply that managerial entrenchment is a powerful motivating force that may be impossible to counter even for a large, poorly performing corporation that is subject to a very attractive takeover offer.

The essay points out a common thread that runs through law-and-economics business law scholarship. Working largely independently of each other, economically oriented scholars working in different areas have argued that the law should focus on the interests of a single constituency – shareholders in corporate law, creditors in bankruptcy law, and consumers in antitrust law. Economic analysts thus have rejected arguments advanced by “progressive” scholars working in each of these areas that the law should instead concern itself with the full range of constituencies affected by business activity. The law-and-economics single constituency claim rests in part on skepticism about judicial competence, but the underlying premise is an objection to the use of law for redistributive purposes. The primary value is efficiency, defined in terms of market-generated outcomes. It is argued here that this political commitment implies a strong tendency toward maintenance of the existing distribution of wealth, and that even more importantly, the single constituency claim may actually have redistributive implications. In each of these areas of business law, however, a regressive program favors owners of capital against those who are generally less well off, such as workers and small-business owners.

Using the L. Bebchuk, Cohen, and Ferrell (2009) entrenchment index (E-index), the authors examine the relation between management entrenchment and the probability of a firm being implicated in the stock option backdating scandal. The authors conduct the analysis of this study using logistic regression, and they document a negative relation between the E-index and the probability of a firm being implicated in the stock option backdating scandal. The results of this study are consistent with the view that management entrenchment is advantageous to shareholders as it protects managers from short-term reporting pressures and egregious opportunistic behavior that can be detrimental to firm value.

When a board is faced with a choice of aiding the public or government during a crisis, or more generally any corporate social responsibility initiative, well established doctrines of American corporate law can protect directors from legal liability in a shareholder derivative lawsuit. A hallmark trait of the public corporation is a separation of ownership and control (Berle & Means, 1932). Accordingly, managers have great authority over corporate assets. Delaware corporate law provides that “[t]he business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors.”² The board has the authority to manage the “business and affairs” of the corporation, which in the judgment of the board may include corporate social responsibility initiatives and decisions based thereon.

The purpose of this chapter is to explain why ethical evaluation of the impact of a merger or acquisition matters, to place ethical evaluation of M&A in the wider context of knowledge of business ethics and corporate governance, and to develop and demonstrate a framework for evaluating the treatment of stakeholders during M&A. This contribution surveys the relevant governance, ethical and M&A literature. A new stakeholder framework is proposed and then applied to an important case study.

We found that M&A has important consequences for a variety of stakeholders; the strategy and finance literature has concentrated on top management and shareholders and neglected advisers, employees, customers, and suppliers. We also found that a stakeholder analysis framework can be adopted to evaluate each merger or takeover.

This chapter establishes a new framework for evaluating M&A beyond the conventional shareholder value approach; however only one case study is analyzed.

Managers and other stakeholders can use the proposed method to determine the likely impact of an M&A upon themselves and others and consequently weigh up the desirability of doing a deal in a wider context than currently.

The consequences for stakeholders following a merger or acquisition are often profound. The key protagonists ought to be more aware of these consequences which can be detrimental to stakeholders and the organization itself. The approach taken in this chapter provides a new method for both academics and practitioners to evaluate the impact of M&A.

This chapter analyzes how the macro-environment determines corporate dividend decisions. First, political factors including political uncertainty, economic policy uncertainty, political corruption, and democracy may have two opposite effects on dividend decisions. For example, firms learn democratic practices to improve their corporate governance, but dividend policy may be the outcome of strong corporate governance or the substitute for poor corporate governance. Second, firms in countries of high national income, low inflation, and highly developed stock markets tend to pay more dividends. A monetary restriction (expansion) reduces (increases) dividend payments, as economic shocks like financial crises and the COVID-19 may negatively affect corporate dividend policy through higher external financial constraint, economic uncertainty, and agency costs. On the other hand, they may positively influence corporate dividend policy through agency costs of debt, shareholders' bird-in-hand motive, substitution of weak corporate governance, and signaling motive. Third, social factors including national culture, religion, and language affect dividend decisions since they govern both managers' and shareholders' views and behaviors. Fourth, firms tend to reduce their dividends when they face stronger pressure to reduce pollution, produce environment-friendly products, or follow a green policy. Finally, firms have high levels of dividends when shareholders are strongly protected by laws. However, firms tend to pay more dividends in countries of weak creditor rights since dividend payments are a substitute for poor legal protection of creditors. Furthermore, corporate dividend policy changes when tax laws change the comparative tax rates on dividends and capital gains.

Scanning both the academic and popular business literature of the last 40 years puzzles the alert reader. The variety of prescriptions of how to be successful (effective, performing, etc.) 1 Organizational performance, organizational success and organizational effectiveness will be used interchangeably throughout this paper.1 in business is hardly comprehensible: “Being close to the customer,” Total Quality Management, corporate social responsibility, shareholder value maximization, efficient consumer response, management reward systems or employee involvement programs are but a few of the slogans introduced as means to increase organizational effectiveness. Management scholars have made little effort to integrate the various performance-enhancing strategies or to assess them in an orderly manner.

This study classifies organizational strategies by the importance each strategy attaches to different constituencies in the firm’s environment. A number of researchers divide an organization’s environment into various constituency groups and argue that these groups constitute – as providers and recipients of resources – the basis for organizational survival and well-being. Some theoretical schools argue for the foremost importance of responsiveness to certain constituencies while stakeholder theory calls for a – situation-contingent – balance in these responsiveness levels. Given that maximum responsiveness levels to different groups may be limited by an organization’s resource endowment or even counterbalanced, the need exists for a concurrent assessment of these competing claims by jointly evaluating the effect of the respective behaviors towards constituencies on performance. Thus, this study investigates the competing merits of implementing alternative business philosophies (e.g. balanced versus focused responsiveness to constituencies). Such a concurrent assessment provides a “critical test” of multiple, opposing theories rather than testing the merits of one theory (Carlsmith, Ellsworth & Aronson, 1976).

In the high tolerance level applied for this study (be among the top 80% of the industry) only a handful of organizations managed to sustain such a balanced strategy over the whole observation period. Continuously monitoring stakeholder demands and crafting suitable responsiveness strategies must therefore be a focus of successful business strategies. While such behavior may not be a sufficient explanation for organizational success, it certainly is a necessary one.