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Book part

John S. Howe and Scott O’Brien

We examine the use of relative performance evaluation (RPE), asymmetry in pay for skill/luck, and compensation benchmarking for a sample of firms involved in a spinoff

Abstract

We examine the use of relative performance evaluation (RPE), asymmetry in pay for skill/luck, and compensation benchmarking for a sample of firms involved in a spinoff. The spinoff affects firm characteristics that influence the use of the identified compensation practices. We test for differences in the compensation practices for the pre- and post-spinoff firms. We find that RPE is used for post-spinoff CEOs, but not pre-spinoff CEOs. Post-spinoff CEOs are also paid asymmetrically for luck where they are rewarded for good luck but not punished for bad luck. Both pre- and post-spinoff CEOs receive similar levels of compensation benchmarking. The study provides additional evidence on factors that influence compensation practices. Our spinoff sample allows us to examine how compensation practices are affected by changes in firm characteristics while keeping other determinants of compensation constant (i.e., the board and, in many cases, the CEO). Our findings contribute to the understanding of how the identified compensation practices are used.

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Global Corporate Governance
Type: Book
ISBN: 978-1-78635-165-4

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Article

Elizabeth L. Rose and Kiyohiko Ito

The relationship between parent firms and their subsidiaries is a crucial aspect of corporate governance, and is increasingly complex in the global environment. We analyze…

Abstract

The relationship between parent firms and their subsidiaries is a crucial aspect of corporate governance, and is increasingly complex in the global environment. We analyze an organizational arrangement quite common in Japan, the corporate spinoff, focusing on the relationship between parent firms in the Japanese service sector and their spinoff subsidiaries. The level of parental ownership is negatively related to the parent firm's net income and number of subsidiaries, but positively related to its advertising expenditures. In addition, parent firms tend to have lower ownership of more profitable subsidiaries. The ownership arrangement between the parent and the subsidiary appears to be based on issues broader than direct profit maximization.

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Asia Pacific Journal of Marketing and Logistics, vol. 9 no. 3
Type: Research Article
ISSN: 1355-5855

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Article

Yuan Wen

This paper aims to examine the prevalence of informed trading around corporate spinoffs and the relation between firm opacity and informed trading using option market data.

Abstract

Purpose

This paper aims to examine the prevalence of informed trading around corporate spinoffs and the relation between firm opacity and informed trading using option market data.

Design/methodology/approach

The author investigates the prevalence of informed trading by examining the relationship between abnormal stock returns associated with spinoffs and the volatility spread/volatility skewness of options prior to the spinoffs. Furthermore, the author examines how opacity and organizational complexity prior to the spinoffs affect informed trading.

Findings

The study shows that option volatility spread and volatility skewness for the five days prior to the spinoffs can predict the abnormal stock returns on the spinoff announcement days, suggesting that there is informed trading in the options market prior to spinoffs. The study shows that informed trading is more prevalent for firms that are more opaque prior to the spinoff. Furthermore, informed trading decreases after spinoffs.

Originality/value

To the best of knowledge, this is the first empirical research that examines the prevalence of informed trading around spinoffs by using options volatility spread/skewness and the relation between firm opacity and informed options trading.

Details

The Journal of Risk Finance, vol. 19 no. 3
Type: Research Article
ISSN: 1526-5943

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Article

Hidetaka Aoki and Hideaki Miyajima

The purpose of this paper is to examine how corporate headquarters control business units, the governing of which has emerged as a vital issue as business portfolios have…

Abstract

Purpose

The purpose of this paper is to examine how corporate headquarters control business units, the governing of which has emerged as a vital issue as business portfolios have grown increasingly complex due to diversification, globalization, and corporate group expansion via spinoffs and mergers and acquisitions.

Design/methodology/approach

This study utilized questionnaire survey data from 251 firms listed on the First Section of the Tokyo Stock Exchange. The authors approached the issue of business unit governance by measuring the degree of decentralization and the intensity of monitoring, and compared the governance of internal business units with that of subsidiaries, and analyzed the impact of corporate governance characteristics on business unit governance.

Findings

Comparing in‐house business units and subsidiaries, the authors found a significant difference in their governance. The degree of decentralization toward subsidiaries was higher for strategic and personnel decision‐making. However, the complementarity of decentralization and monitoring was not observed for subsidiaries, whereas it was for in‐house business units. Subsidiary monitoring corresponding to decentralization was inadequate. Examining the relationship between corporate governance and business unit governance, the paper found that firms with reformed boards of directors and under a greater degree of pressure from capital markets monitored their business units more strictly.

Originality/value

The paper shows how the business portfolios and governance arrangements of Japanese firms have changed since the 1990s, and analyzes business unit governance based on valuable data obtained from a questionnaire survey.

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Article

Kiyohiko Ito and Elizabeth L. Rose

As companies grow and increase the number of products they have on offer, they generally change and adapt their organizational structures, in order to arrange their…

Abstract

As companies grow and increase the number of products they have on offer, they generally change and adapt their organizational structures, in order to arrange their resources and product mix in ways that will create value. We analyze various corporate structures that have been adopted by U.S., European, and Japanese companies, in the context of the resource‐based view of the firm. These corporate structures include functional, divisional, conglomerate diversification, core competence‐based diversification, and keiretsu. We also identify an emerging structure. This recent development is a network of alliances, aimed at pursuing economies of scale, scope, and speed.

Details

Multinational Business Review, vol. 12 no. 3
Type: Research Article
ISSN: 1525-383X

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Article

Michael S. Minor, J. Michael Patrick and Wann‐Yih Wu

Although corporate structures in Japan and, to a lesser extent Korea, have been examined in the literature, in most cases the framework is not comparative. In other cases…

Abstract

Although corporate structures in Japan and, to a lesser extent Korea, have been examined in the literature, in most cases the framework is not comparative. In other cases the framework is comparative, with keiretsu and chaebol compared to US conglomerates. A third foreign conglomerate, the Mexican grupo, has thus far escaped much serious attention by scholars. Attempts to compare the structure of keiretsu, chaebol, and grupo in terms of the other. Aims to identify what can be learned from comparing foreign corporate structures with other foreign corporate structures, rather than with corporate structures in the USA.

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Cross Cultural Management: An International Journal, vol. 2 no. 4
Type: Research Article
ISSN: 1352-7606

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Article

J. Tylee Wilson

Planning was not always a major consideration at R. J. Reynolds. Ten years ago RJR, like most companies, had very little formal planning. However, since we first opened…

Abstract

Planning was not always a major consideration at R. J. Reynolds. Ten years ago RJR, like most companies, had very little formal planning. However, since we first opened our doors as a small tobacco business in 1875, we've grown dramatically, becoming a somewhat curious assortment of related and unrelated businesses.

Details

Planning Review, vol. 13 no. 4
Type: Research Article
ISSN: 0094-064X

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Case study

Susan White and Karen Hallows

Students will need to know basic capital budgeting techniques to value UrsaNav and its divisions. Students must determine which cash flows are relevant and determine an…

Abstract

Theoretical basis

Students will need to know basic capital budgeting techniques to value UrsaNav and its divisions. Students must determine which cash flows are relevant and determine an appropriate return on investment. Some of the issues that need to be addressed include: how to handle taxes in a discounted cash flow analysis when valuing an S Corp. where incentives depend on current (known) tax provisions and future (unknown) tax provisions; how to use comparable multiples to develop a cost of capital for a DCF valuation; and how to value a firm using comparable transactions.

Research methodology

Case information was obtained through interviews with the owner, Charles Schue. In addition, the authors researched industry and comparable company data, along with current events relating to government consulting.

Case overview/synopsis

UrsaNav is a US-based, international provider of advanced engineering and information management consulting services in the naval navigation industry. After about a decade of operating and growing, the firm had become successfully diversified; however, it had also grown too large to manage effectively. Thus, the company was spun-off into three separate segments: Tagence, Geodesicx and UrsaNav. These segments went “back to the basics,” and focused more on serving customers, with each having a more defined company focus. Is this a move that creates or destroys value? How could it create value for the firms’ founders?

Complexity academic level

This case is intended for an advanced undergraduate or an MBA corporate finance class or an entrepreneurship elective. Students interested in analyzing whether or not decision makers within a company would want to spin-off divisions, or merge with another company, or divest a company would find this case appealing. Other students who just want to analyze whether the company has grown too much would be good candidates to do this case.

Details

The CASE Journal, vol. 15 no. 6
Type: Case Study
ISSN: 1544-9106

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Book part

Nathalie Del Vecchio and Carine Girard

Purpose – This chapter presents the results of an exploratory study carried out on activist institutional investor strategies. It aims to identify the…

Abstract

Purpose – This chapter presents the results of an exploratory study carried out on activist institutional investor strategies. It aims to identify the way in which different types of institutional investors are reacting to new institutional pressures in the French context.

Design/methodology/approach – Our methodology is based on a series of semi-directive interviews, combined with additional relevant data.

Findings – The interpretation of results makes use of institutional theory, more specifically the work of Oliver (1991). Our study shows that active institutional investors may opt for different responses when confronted with new institutional pressures, and that these responses would seem to depend on antecedents underlined by Ryan and Schneider (2002), which in turn depend on the nature of their business relationships with the firm in which they invest. Whereas pressure-sensitive investors (such as banks and insurance companies) generally adopt acquiescence responses, pressure-resistant investors (such as pension funds and investment funds) pursue joint strategies of co-optation, influence or control with key actors such as local and international proxy advisors and French investor associations. Acting conjointly, certain pressure-resistant investors are often considered as institutional entrepreneurs in that they initiate changes and actively participate in the implementation of new norms in the field of shareholder activism in the French context. In parallel to this ongoing professionalization, other pressure-resistant investors such as activist hedge funds seem to lack sufficient legitimate power to be effective.

Originality/value – This chapter illustrates that the level of institutional investor activism depends largely on the relevant national legal framework. It also shows how institutional investor coalitions take advantage of new institutional pressures to enhance their legitimacy or increase the effectiveness of their action.

Details

Institutional Investors’ Power to Change Corporate Behavior: International Perspectives
Type: Book
ISBN: 978-1-78190-771-9

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Case study

Robert F. Bruner, Casey S. Opitz and Renee Weaver

In March 1997, the board chair of this small steel mill is pondering how to finance the growth of his firm: either with an initial public offering of equity or a private…

Abstract

In March 1997, the board chair of this small steel mill is pondering how to finance the growth of his firm: either with an initial public offering of equity or a private placement of 8-year senior notes with warrants. The task for the student is to sort out the comparative advantages and disadvantages of each alternative—including valuing the possible securities—and recommend a course of action.

Details

Darden Business Publishing Cases, vol. no.
Type: Case Study
ISSN: 2474-7890
Published by: University of Virginia Darden School Foundation

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