Steve Sauerwald

Expressive Shareholder Democracy: A Multilevel Study of Shareholder Dissent in 15 Western European Countries

This study develops an expressive understanding of shareholder dissent. In this view, shareholder dissent is not only about the voting outcomes of proposals put to the vote, but also expresses an evaluation of the firms corporate governance set-up. We hypothesize that shareholder dissent expresses an agency theoretical evaluation of corporate governance, but that the degree to which the capitalist system of a country is a coordinated market economy (CME) leads shareholders to evaluate corporate governance more in team production terms. We test our theoretical model using multilevel techniques on a sample of 12,513 proposals voted on in 717 firms listed in 15 Western European countries and find support for our predictions. Our study not only contributes to a better understanding of the corporate governance role of shareholder dissent, but also shows that what shareholders express through dissent differs across national contexts.

Board interlocks and corporate performance among firms listed abroad

Purpose – This paper aims to explore the interlock-performance relationship among mainland Chinese firms listed in Hong Kong by taking advantage of a relationship-intensive context whereby such a link is likely to be especially important. Although strategic networks such as interlocking directorates have been found to affect a number of strategic behaviors, the link connecting board interlocks and corporate performance has remained ambiguous. Considerable light has been shed on the strategic networks of firms whose shares are listed abroad, which have been under-studied despite their rising importance in the global economy. Design/methodology/approach – Data come from a particularly interesting historical period – the early 1990s prior to Hong Kong’s 1997 handover to China. Both quantitative and qualitative research have been used. Findings – Empirically, it was found that good performance in an earlier period helps draw outside directors in a later period, and that network centrality and certain types of...

Home Country Institutions Behind Cross-Border Acquisition Performance

How do home country institutions influence cross-border postacquisition performance? We develop an institutional framework showing that informal and formal institutions not only have important individual effects but also work together in complex and interesting ways. While collectivism and humane orientation (two major informal institutions) can facilitate postacquisition integration and firm performance, shareholder orientation and property rights protection (two formal institutions) constrain postacquisition integration and firm performance. As acquirers are simultaneously embedded in their home countries’ informal and formal institutions, we further hypothesize that the positive effects of collectivism and humane orientation can be weakened by incompatible formal institutions that hamper postacquisition collaborative efforts. We find strong support for our hypotheses in a multilevel analysis of a sample of 12,021 cross-border acquisitions involving 43 home and target countries between 1995 and 2003.

Proxy advisors and shareholder dissent: A Cross-country comparative study

Proxy advisors are information intermediaries that enable shareholders to exercise their voting rights. While proxy advisors’ influence is documented in market-based corporate governance systems, we know little about the corporate governance role of proxy advice in relationship-based governance systems. Drawing on agency theory and the comparative corporate governance literature, we theorize that shareholders are sensitive to the costs and benefits of monitoring by considering internal monitoring capabilities. We also theorize that relative to market-based corporate governance systems, proxy advice is both less influential and has lower predictive quality in relationship-based governance systems. We test our multilevel model using 13,497 voting results from 613 firms in 16 Western European countries and generally find support for our predictions.

Does Corporate Philanthropy Increase Firm Value? The Moderating Role of Corporate Governance:

The link between corporate philanthropy and firm value has been controversial. On one hand, corporate philanthropy is often criticized as an agency cost because it may serve narrow managerial self-interests. On the other hand, corporate philanthropy may enhance firm value because it improves the relationships between firms and their stakeholders. In this study, we argue that this controversy is contingent upon whether corporate governance mechanisms can stimulate the financial benefit of corporate philanthropy. Based on a sample of U.S. firms from 1996 to 2003, we find that CEO long-term pay positively moderates the relationship between corporate philanthropy and firm value while multiboard outside directors negatively moderate this relationship. Contrary to our expectations, we find that the relationship between corporate philanthropy and firm value enhances as CEO tenure increases. Our findings show that corporate governance plays an important moderating role in the relationship between corporate philanthropy and firm value.

Are all private benefits of control ineffective? principal-principal benefits, external governance quality, and firm performance

Private benefits of control (PBC) are benefits that controlling shareholders consume, but that are not shared with minority shareholders. Research focusing on the value protection role of corporate governance typically frames PBC as principal–principal (PP) agency costs, and interprets them as a form of minority shareholder expropriation that decreases firm performance. Taking a value creation perspective of corporate governance, however, we propose a more nuanced role for PBC. Specifically, we see them also as PP agency benefits that compensate controlling shareholders for their monitoring and advisory services, which can increase firm performance. Since both PP costs and benefits affect firm performance, we theorize that PBC enhance firm performance at a diminishing rate. Furthermore, we show that the effect of PBC on firm performance is more positive when country-level external governance mechanisms are strong.