Search results for: shareholders

Authors: Meltem Karatepe Kaya

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The concept of corporate governance is not new but, due to the recent international financial crisis, it has become prominent in contemporary business, accounting and legal debates. There is a wealth of anecdotal evidence which shows that protection of minority shareholders is an important issue in the corporate governance literature. Minority shareholders typically hold low amounts of stocks, so the benefits gained from their participation in shareholder meetings are very asymmetric to the cost. Therefore, the presence of a good corporate governance structure is the proper protection of and respect for the rights and interests of shareholders, particularly those of minority shareholders. The research will attempt to find answers to the following questions: Why minority shareholders’ rights should be protected? How minority shareholders’ rights could be improved? Does the legal framework in the United Kingdom provide adequate protection for minority shareholders? This study will assess regulations about the legal protections of minority shareholders and try to find answer this question: ’Why is it inevitable for company law to treat in a successful way the problems arising from minority shareholders' conflict with other shareholders of a company?’The protection of minority shareholders is not only a corporate governance objective in its own right but also has added importance particularly in developing countries. In the United Kingdom(UK) and the United States of America(USA), there are diffused ownership structures so that any shareholders do not influence the management of the company. This is in stark contrast to companies in developing countries such as Turkey where controlling shareholders and related insiders are a well-known feature of ownership structures, and where companies are often governed and managed by controlling shareholders such as family firms and associated companies through cross-shareholdings and pyramiding ownership structures. In Turkey, the agency problem is not between shareholders and management. Rather it gives rise to another dimension of the agency problem – a conflict of interest between majority shareholders (controlling) and minority shareholders. This research will make a particularly useful contribution to knowledge-based information and understanding of company law in the UK, particularly minority shareholders' remedies. It will not only give information about law and regulations of minority shareholders' remedies but also it will provide some knowledge about doctrinal discussions and relevant cases. The major contribution to study will be in the knowledge of law and regulation in the legal protections of minority shareholders in the United Kingdom and Turkey. In this study, the recommendations will be given for the development of the legal framework and practices of protections for minority shareholders and small investors.

Keywords: controlling shareholders, corporate governance, derivative actions, minority shareholders

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Authors: Asma Bentaifa

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This paper investigates the effect of ownership concentration and especially the presence of controlling shareholders on the firm’s payout decisions. Using a sample of 870 French companies during 2007 to 2012, we find that the share of dividends in total payout is negatively correlated with the size of cash flow held by controlling shareholder, and positively related to the divergence between voting rights and cash flow rights of largest shareholders. We also document that controlled firms tend to prefer dividends over repurchases to mitigate conflicts between controlling shareholders and minority shareholders related to the presence of control enhancing devices.

Keywords: ownership, payout policy, dividend, minority expropriation

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Authors: Gabriel Dwomoh, Williams Kwasi Boachie, Kofi Kwarteng

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The study looked at the relationship between organizations’ acquired knowledge, skills, abilities, and shareholders wealth with training playing the mediating role. The sample of the study consisted of organizations that spent 10% or more of its annual budget on training and those whose training budget is less than 10% of the organization’s annual budget. A total of 620 questionnaires were distributed to employees working in various organizations out of which 580 representing 93.5% were retrieved. The respondents that constitute the sample were drawn using convenience sampling. The researchers used regression models for their analyses with the help of SPSS 16.0. Analyzing multiple models, it was discovered that organizations training investment plays a considerable indirect and direct effect with partial mediation between organizations acquired skills, knowledge, abilities, and shareholders wealth. Shareholders should allow their agents to invest part of their holdings to develop the human capital of the organization but this should be done with caution since shareholders returns do not depend much on how much organizations spend in developing its human resource capital.

Keywords: skills, knowledge, abilities, shareholders wealth, training investment

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Authors: Tingting Zhou

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The partial privatization of state-owned enterprises (SOEs) is a dynamic process. The main features of this process lie in not only gradual and sequential privatizations, but also privatized shares transfer. For partially privatized SOEs, the introduction of private sector ownership is not the end of the story because the previously introduced private owners may choose to leave the SOEs by transferring the privatized shares after privatization, a process that is called “privatized shares transfer”. This paper investigates the determinants of privatized shares transfer from the perspective of large shareholders’ control rights. The results captures the fact that the higher control rights of large shareholders lead to more privatized shares transfer. After exploring the impacts of excessive control rights, the results provide evidence supporting the idea that firms with excessive numbers of directors, senior managers or supervisors who also have positions in the largest controlling shareholder’s entity are more likely to transfer privatized shares owned by private owners. In addition, the largest shareholders’ ownership also plays a role in privatized shares transfer. This evidence suggests that the large shareholders’ control rights should be limited to an appropriate range during the process of privatization, thereby giving private shareholders more opportunity to participate in the operation of firms, strengthen the state and enhance the competitiveness of state capital.

Keywords: control rights of large shareholders, partial privatization, privatized shares transfer, state-owned listed companies

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Authors: Mahfoud Djebbar

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Stock dilution is a financial phenomenon resulting from the issue of additional shares by a company, or when holders convert their convertibles into new shares (capital increase). This issue and/or conversion enlarge the company’s share base that will result in marginal dilution (loss) for existing shareholders, and a benefit to new ones. Dilution issues have already been addressed in mainstream finance, particularly as far as information disclosure is concerned. However, in Islamic finance, stock dilution problems have not been deeply studied and the subject has not received sufficient attention from shariah-compatible firms, investors, and scholars. In this regard, this paper emphasises the forms, the effects of capital dilution on current shareholders as well as the ways and techniques of compensating them. And since the research in this field, in its Islamic perspective, is still in its infancy, the paper tries to analyse the phenomenon theoretically in detail using numerical examples, and expose some case studies of Shariah-compliant issuers of convertible Sukuk and how they compensate their existing shareholders. Finally, this study shows that the Sukuk issuers compensate old shareholders using the right of shuf’ah as a well known and practiced pre-emptive right in Islamic transactions centuries ago, as well as the ways conventional bond issuers use.

Keywords: compensating shareholders, convertible Sukuk, Islamic financial innovation, Shuf’ah

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Authors: Asif Iqbal

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Working capital management has its effect on liquidity as well as on profitability of a firm. In this research we have selected a sample of 100 respondents whose firms are listed on Karachi stock exchange. We have studied the effect of different variable s of working capital management. We find that organizations throughout the world as well as in Pakistan have to give immense recognition to the working capital management as it is an effective thing from their long term perspective especially to their shareholders to have a firm confidence over the companies for investment purpose.

Keywords: working capital management, Karachi stock exchange, shareholders, capital management

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Authors: Hermanus J. Moolman

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The COVID-19 pandemic had a severe impact on the society and companies in South Africa. This raises questions about the position of creditors of companies facing financial distress and the actions that directors should take to cater to the interests of creditors. The extent to which directors owe their duties and consideration to creditors has been the subject of debate. The directors of a solvent company owe their duties to the company in favour of its shareholders. When the company becomes insolvent, creditors are the beneficiaries of the directors’ duties. However, the intermittent phase between solvency and insolvency, otherwise referred to as the realm of insolvency, is not accounted for. The purpose of this paper is to determine whether South African company law appropriately addresses the duties that directors owe to creditors and the extent of consideration given to creditors’ interests when the company is in the realm of insolvency and has started business rescue proceedings. A comparative study on South Africa, the United States of America, the United Kingdom and international instruments was employed to achieve the purpose statement. In the United States of America and the United Kingdom, the focus shifts from shareholders to the best interests of creditors when business recue proceedings commence. Such an approach is not aligned with the purpose of the Companies Act of 2008 that calls for a balance of interests of all persons affected by a company’s financial distress and will not be suitable for the South African context. Business rescue in South Africa is relatively new when compared to the practices of the United States of America and the United Kingdom, and the entrepreneurial landscape in South Africa is still evolving. The interests of creditors are not the only interests at risk when a company is financially distressed. It is recommended that an enlightened creditor value approach is adopted for South Africa, where the interests of creditors, albeit paramount, are balanced with those of other stakeholders. This approach optimises a gradual shift in the duties of directors from shareholders to creditors, without disregarding the interests of shareholders.

Keywords: business rescue, shareholders, creditors, financial distress, balance of interests, alternative remedies, company law

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Authors: Emanuele Peggi

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The regulation of competitive takeover bids is one of the most problematic issues of any legislation on takeovers since it concerns a particular type of market, that of corporate control, whose peculiar characteristic is that companies represent "assets" unique of their kind, for each of which there will be a relevant market characterized by the presence of different subjects interested in acquiring control. Firstly, this work aims to analyze, from a comparative point of view, the regulation of takeover bids in competitive scenarios, characterized by the presence of multiple takeover bids for the same target company, and contribute to the debate on the impact that various solutions adopted in some legal systems examined (Italy, UK, and USA) have had on the efficiency of the market for corporate control. Secondly, the different auction models identified by the economic literature and their possible applications to corporate acquisitions in competitive scenarios will be examined, as well as the consequences that the application of each of them causes on the efficiency of the market for corporate control and the interests of the target shareholders. The scope is to study the possibility of attributing to the management of the target company the power to design the auction in order to better protect the interests of shareholders through the adoption of ad hoc models according to the specific context. and in particular on the ground of their assessment of the buyer's risk profile.

Keywords: takeovers, auction theory, shareholders, target company

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Authors: Louis Hickman

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Stakeholder theory is a powerful conception of the firm based on the notion that a primary focus on shareholders is inadequate and, in fact, detrimental to the long-term health of the firm. As such it represents a departure from prevalent business school teachings with their focus on accounting and cost controls. Herein, it is argued that stakeholder theory can be better conceptualized as a critical theory, or one which represents a fundamental change in business behavior and can transform the behavior of businesses if accepted. By arguing that financial interests underdetermine the success of the firm, stakeholder theory further democratizes business by endorsing an increased awareness of the importance of non-shareholder stakeholders. Stakeholder theory requires new, non-financial, measures of success that provide a new consciousness for management and businesses when conceiving their actions and place in society. Thereby, stakeholder theory can show individuals through self-reflection that the capitalist impulses to generate wealth cannot act as primary drivers of business behavior, but rather, that we would choose to support interests outside ourselves if we made the decision in free discussion. This is due to the false consciousness embedded in our capitalism that the firm’s finances are the foremost concern of modern organizations at the expense of other goals. A focus on non-shareholder stakeholders in addition to shareholders generates greater benefits for society by improving the state of customers, employees, suppliers, the community, and shareholders alike. These positive effects generate further positive gains in well-being for stakeholders and translate into increased health for the future firm. Additionally, shareholders are the only stakeholder group that does not provide long-term firm value since there are not always communities with qualified employees, suppliers capable of providing the quality of product needed, or persons with purchasing power for all conceivable products. Therefore, the firm’s long-term health is benefited most greatly by improving the greatest possible parts of the society in which it inhabits, rather than solely the shareholder.

Keywords: capitalism, critical theory, self-reflection, stakeholder theory

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Authors: Marton Gergely

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Digital experience goods, such as music and video, are readily available and easily accessible through a sundry of illegal mediums. Furthermore, the rate of music theft has been increasing at a seemingly unstoppable rate. Instead of studying the effect of copyright infringement on affected shareholders, this paper aims to examine the overall impact that digital music piracy has on society as a whole. Through a systems dynamics approach, an archetype is built to model the behavior of both legal and illegal music users. Additionally, the effects over time are considered. The conceptual model suggests that if piracy continues to grow at the current pace, industry shareholders will eventually lose the motivation to supply new music. In turn, this tragedy would affect not only the illegal players, but legal consumers as well, by means of a decrease in overall quality of life.

Keywords: music piracy, illegal downloading, tragedy of the commons, system archetypes

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Authors: Mucahit Unal, Ibrahim Arslan

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The New Turkish Commercial Code (TCC) No. 6102 was published in the Official Gazette on February 14, 2011. As stated in the New Turkish Commercial Code No. 6102 and Law No. 6103 on Validity and Application of the Turkish Commercial Code, TCC came into effect on July 1, 2012. The basic purpose of the TCC is to form corporate governance coherent with the international standards; to provide transparency in company management; to adjust the Turkish Commercial Code rules with European Union legislations and to simplify establishing a company for foreigner investors to move investments to Turkish market. In this context according to TCC, joint stock companies and limited liability companies can establish with only one single shareholder; the one single shareholder can be foreigner; all board of director members can be foreigner, also all shareholders and board of director members can be non-resident foreigners. Additionally, TCC does not require physical participation to the general shareholders and board members meetings. TCC allows that the general shareholders and board members meetings can hold in an electronic form and resolution of these meetings may also be approved via electronic signatures. Through this amendment, foreign investors no longer have to deal with red tapes. This amendment also means the TCC prevents foreign companies from incurring unnecessary travel expenses. In accordance with all this amendments about TCC, to invest in Turkish market is easy, simple and transparent for foreigner investors and also investors can establish a company in Turkey, irrespective of nationality or place of residence. This article aims to analyze ‘Establish a Company in Turkey for Foreigners’ and inform investors about investing (especially establishing a company) in the Turkish market.

Keywords: establish a company, foreigner investors, invest in Turkish market, Turkish commercial code

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Authors: Mukunda Bastola, Frank Nyame-Asiamah

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Economics explanation for privatisation, drawing on neo-liberal market structures and technical efficiency principles has failed to address social imbalance and, distribute the efficiency benefits accrued from privatisation equitably among service users and different classes of people in society. Stakeholders’ interest, which cover ethical values and changing human needs are ignored due to shareholders’ profit maximising strategy with higher service charges. The consequence of these is that, the existing justifications for privatisation have fallen short of customer quality expectations because the underlying plan-based models fail to account for the nuances of customer expectations. We draw on the theory of deferred action to develop a context-based privatisation model, the deferred-based privatisation model, to explain how privatisation could be strategised for the emergent reality of the wider stakeholders’ interests and everyday quality demands of customers which are unpredictable.

Keywords: privatisation, service quality, shareholders, deferred action, deferred-based privatisation model

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Authors: Asaiel Alohaly

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A theoretical framework for corporate governance is needed to bridge the gap between the corporate governance of private companies and State-owned Enterprises (SOEs). The two dominant models, being shareholder and stakeholder, do not always address the specific requirements and challenges posed by ‘hybrid’ companies; namely, previously national bodies that have been privatised bffu t where the government retains significant control or holds a majority of shareholders. Thus, an exploratory theoretical study is needed to identify how ‘hybrid’ companies should be defined and why the state model should be acknowledged since it is the less conspicuous model in comparison with the shareholder and stakeholder models. This research focuses on ‘the state model of corporate governance to understand the complex ownership, control pattern, goals, and corporate governance of these hybrid companies. The significance of this research lies in the fact that there is a limited available publication on the state model. The outcomes of this research are as follows. It became evident that the state model exists in the ecosystem. However, corporate governance theories have not extensively covered this model. Though, there is a lot being said about it by OECD and the World Bank. In response to this gap between theories and industry practice, this research argues for the state model, which proceeds from an understanding of the institutionally embedded character of hybrid companies where the government is either a majority of the total shares or a controlling shareholder.

Keywords: corporate governance, control, shareholders, state model

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Authors: Lalla Nezha Lakmiti, Abdelkahar Zahid

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Due to the setbacks on the international scene and the wave of cacophonic financial scandals affecting large international groups, the new Islamic finance industry is not immune despite its initial resistance. The purpose of this paper is to understand and analyze the meaning of the Corporate Governance (CG) concept in Moroccan Islamic banking systems with specific reference to their institutions. The research objective is to identify also the path taken and adopted by these banks recently set up in Morocco. The foundation is rooted in shari'a, in particular, no stakeholder (the shareholding approach) must be harmed, and the ethical value is reflected into these parties’ behavior. We chose a qualitative method, semi-structured interviews where six managers provided answers about their banking systems. Since these respondents held a senior position (directors) within their organizations, it is felt that they are well placed and have the necessary knowledge to provide us with information to answer the questions asked. The results identified the orientation of participating banks and assessing how governance works, while determining which party is fovoured: shareholders, stakeholders or both. This study discusses the favorable condition to the harmonization of the regulations and therefore a better integration between Islamic finance and conventional ones in the economic context of Morocco.

Keywords: corporate governance, Islamic Banks, stakeholders, shareholders

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Authors: Leesa Mohanty, Ashok Banerjee

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Better audit quality signifies the financial statements of the auditee firm reflect true and fair view of their actual state of affairs, which reduces information asymmetry between management and shareholders, as a result, helps protect interests of shareholders. This study examines the impact of joint audit on audit quality. It is motivated by the ongoing debate where The Institute of Chartered Accountants of India (ICAI), the regulatory body governing auditors, has advocated the finance ministry and the Reserve Bank of India (RBI) for the mandatory use of joint audit in private banks to enhance the quality of audit. Earlier, the Government of India had rejected the plea by ICAI for mandatory joint audits in large companies stating it is not a viable option for promoting domestic firms. We introduce a new measure of audit quality. Drawing from the domain of text analytics, we use relevant phrases in audit reports to gauge audit quality and demonstrate that joint audit improves audit quality. We also, for robustness, use prevalent proxy for audit quality (Big N Auditor, ratio of audit fees to total fees) and find negative effect of joint audit on audit quality. We, therefore highlight that different proxy for audit quality show opposite effect of joint audit.

Keywords: audit fees, audit quality, Big N. Auditor, joint audit

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Authors: Oliver Ikechukwu Inyiama, Boniface Uche Ugwuanyi

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The aim of the research is to evaluate the key financial performance indicators that help both managers and their shareholders of Nigerian Banks to determine the appropriate dividend payout to their ordinary shareholders in an accounting year. Profitability, total asset, and earnings of commercial banks were selected as key performance indicators in Nigeria Banking Sector. They represent the independent variables of the study while dividend per share is the proxy for the dividend paid on ordinary shares which represent the dependent variable. The effect of profitability, total asset and earnings on dividend per share were evaluated through the ordinary least square method of multiple regression analysis. Test for normality of frequency distribution was conducted through descriptive statistics such as Jacque Bera Statistic, skewness and kurtosis. Rate of dividend payout was subsequently applied as an alternate dependent variable to test for robustness of the earlier results. The 64% adjusted R-squared of the pooled data indicates that profitability, total asset, and earnings explain the variation in dividend per share during the period under research while the remaining 36% variation in dividend per share could be explained by changes in other variables not captured by this study as well as the error term. The study concentrated on four leading Nigeria Commercial Banks namely; First Bank of Nigeria Plc, GTBank Plc, United Bank for Africa Plc and Zenith International Bank Plc. Dividend per share was found to be positively affected by total assets and earnings of the commercial banks. However, profitability which was proxied by profit after tax had a negative effect on dividend per share. The implication of the findings is that commercial banks in Nigeria pay more dividend when they are having a dwindling fortune in order to retain the confidence of the shareholders provided their gross earnings and size is on the increase. Therefore, the management and board of directors of Nigeria commercial banks should apply decent marketing strategies to enhance earnings through investment in profitable ventures for an improved dividend payout rate.

Keywords: assets, banks, indicators, performance, profitability, shares

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Authors: Pavak Vyas, Hiral Vyas

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Spin-offs commonly known as demergers in India, represents dismantling of conglomerates which is a common phenomenon in financial markets across the world. Demergers are carried out with different motives. A demerger generally refers to a corporate restructuring where, a large company divests its stake in in its subsidiary and distributes the shares of the subsidiary - demerged entity to the existing shareholders without any consideration. Demergers in Indian companies are over a decade old phenomena, with many companies opting for the same. This study examines the demerger regulations in Indian capital markets and the announcement period price reaction of demergers during year 2010-2015. We study total 97 demerger announcements by companies listed in India and try to establish that demergers results into abnormal returns for the shareholders of the parent company. Using event study methodology we have analyzed the security price performance of the announcement day effect 10 days prior to announcement to 10 days post demerger announcement. We find significant out-performance of the security over the benchmark index post demerger announcements. The cumulative average abnormal returns range from 3.71% on the day of announcement of a private demerger to 2.08% following 10 days surrounding the announcement, and cumulative average abnormal returns range from 5.67% on the day of announcement of a public demerger to 4.15% following10 days surrounding the announcement.

Keywords: demergers, event study, spin offs, stock returns

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Authors: Eda Orhun

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Purpose: This paper analyzes a target firm’s decision to voluntarily disclose information during a takeover event and the effect of such disclosures on the outcome of the takeover. Such voluntary disclosures especially in the form of earnings forecasts made around takeover events may affect shareholders’ decisions about the target firm’s value and in return takeover result. This study aims to shed light on this question. Design/methodology/approach: The paper tries to understand the role of voluntary disclosures by target firms during a takeover event in the likelihood of takeover success both theoretically and empirically. A game-theoretical model is set up to analyze the voluntary disclosure decision of a target firm to inform the shareholders about its real worth. The empirical implication of model is tested by employing binary outcome models where the disclosure variable is obtained by identifying the target firms in the sample that provide positive news by issuing increasing management earnings forecasts. Findings: The model predicts that a voluntary disclosure of positive information by the target decreases the likelihood that the takeover succeeds. The empirical analysis confirms this prediction by showing that positive earnings forecasts by target firms during takeover events increase the probability of takeover failure. Overall, it is shown that information dissemination through voluntary disclosures by target firms is an important factor affecting takeover outcomes. Originality/Value: This study is the first to the author's knowledge that studies the impact of voluntary disclosures by the target firm during a takeover event on the likelihood of takeover success. The results contribute to information economics, corporate finance and M&As literatures.

Keywords: takeovers, target firm, voluntary disclosures, earnings forecasts, takeover success

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Authors: Feddaoui Amina

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In a broad sense, corporate governance covers the organization of the control and management. The term is also used in a narrower sense, to refer to the relationship between shareholders, and the company’s board. There are a lot of discussions devoted to the understanding of the corporate governance role and its principles. In this paper, we are going to describe the definition of corporate governance as a control system and its principles, and find the role of corporate governance and its pillars. Finally, we are going to drop the theoretical study on the case of Japan.

Keywords: corporate governance, place, role, Japan

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Authors: Syed Ahmed Salman

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Ethicality is essential in our daily activities, including personal and commercial activities. This is evidenced by referring to the historical development of the corporate governance and ethical guidelines. The first corporate governance guideline, i.e. Cadbury Report from U.K. focuses the responsibility of board members towards the shareholders only. Gradually, realising the need to take care of the society and community, stakeholders are now concerns of business entities. Consequently, later codes of corporate governance started extending the responsibility to the other stakeholders in addition to the shareholders. One prevailing corporate governance theory, i.e. stakeholder theory, has been widely used in the research to explore the effects of business entities on society. In addition, the Global Reporting Initiative (GRI) is the leading organisation which promotes social care from businesses for sustainable development. Conventionally, history shows that ethics is key to the long term success of businesses. Many organisations, societies, and regulators give full attention and consideration to ethics. Several countries have introduced ethical codes of conduct to direct trade activities. Similarly, Islam and other religions prohibit the practice of interest, uncertainty, and gambling because of its unethical nature. These prohibited practices are not at all good for the society, business, and any organisation especially as it is detrimental to the well-being of society. In order to avoid unethicality in the finance industry, Shari’ah scholars come out with the idea of Islamic finance which is free from the prohibited elements from the Islamic perspective. It can also be termed ethical finance. This paper highlights how Takaful as one of the Islamic finance products offers fair and just products to the contracting parties and the society. Takaful is framed based on ethical guidelines which are extracted from Shari’ah principles and divine sources such as the Quran and Sunnah. Takaful products have been widely offered all over the world, including in both Muslim and non-Muslim countries. It seems that it is gaining acceptance regardless of religion. This is evidence that Takaful is being accepted as an ethical financial product.

Keywords: ethics, insurance, Islamic finance, religion and takaful

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Authors: Hans Tjio, Wee Meng Seng

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The interaction of contract and property has always been a concern in corporate and commercial law, where there are internal structures created that may not match the externally perceived image generated by the labels attached to those structures. We will focus, in particular, on the priority structures created by affirmative asset partitioning, which have increasingly come under challenge by those attempting to negotiate around them. The most prominent has been the AT1 bonds issued by Credit Suisse which were wiped out before its equity when the troubled bank was acquired by UBS. However, this should not have come as a surprise to those whose “bonds” had similarly been “redeemed” upon the occurrence of certain reference events in countries like Singapore, Hong Kong and Taiwan during their Minibond crisis linked to US sub-prime defaults. These were derivatives classified as debentures and sold as such. At the same time, we are again witnessing “liabilities” seemingly ranking higher up the balance sheet ladder, finding themselves lowered in events of default. We will examine the mechanisms holders of perpetual securities or preference shares have tried to use to protect themselves. This is happening against a backdrop that sees a rise in the strength of private credit and inter-creditor conflicts. The restructuring regime of the hybrid scheme in Singapore now, while adopting the absolute priority rule in Chapter 11 as the quid pro quo for creditor cramdown, does not apply to shareholders and so exempts them from cramdown. Complicating the picture further, shareholders are not exempted from cramdown in the Dutch scheme, but it adopts a relative priority rule. At the same time, the important UK Supreme Court decision in BTI 2014 LLC v Sequana [2022] UKSC 25 has held that directors’ duties to take account of creditor interests are activated only when a company is almost insolvent. All this has been complicated by digital assets created by businesses. Investors are quite happy to have them classified as property (like a thing) when it comes to their transferability, but then when the issuer defaults to have them seen as a claim on the business (as a choice in action), that puts them at the level of a creditor. But these hidden interests will not show themselves on an issuer’s balance sheet until it is too late to be considered and yet if accepted, may also prevent any meaningful restructuring.

Keywords: asset partitioning, creditor priority, restructuring, BTI v Sequana, digital assets

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Authors: Ömer Akkaya, Muammer Zerenler

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Ethics is important for all shareholders and stakeholders that a firm has in its environment. Whether a firm behaves ethically or unethically has a significant influence on consumers’ decision making and buying process. This research tries to explain business ethics from consumers’ perspective. The survey includes several questions to explain how consumers react if they know a firm behave unethically or ethically. What are consumers’ expectations regarding the ethical behavior of firm? Do consumer reward or punish the firms considering the ethics? Does it really important for consumers firms behaving ethical?

Keywords: business ethics, consumer behavior, ethics, social responsibility

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Authors: Opemiposi Adegbulu

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Conflicts of interest is an elusive, diverse and engaging subject, a cross-cutting problem of governance; all levels of governance, ranging from local to global, public to corporate or financial sectors. In all these areas, its mismanagement could lead to the distortion of decision-making processes, corrosion of trust and the weakening of administration. According to Professor Peters, an expert in the area, conflict of interest, a problem at the root of many scandals has “become a pervasive ethical concern in our professional, organisational, and political life”. Conflicts of interest corrode trust, and like in the public sector, trust is mandatory for the market, consumers/clients, shareholders and other stakeholders in the private sector. However, conflicts of interest in the private sector are distinct and must be treated in like manner when regulatory efforts are made to address them. The research looks at identifying conflicts of interest in the private sector and differentiating them from those in the public sector. The public interest is submitted as a criterion which allows for such differentiation. This is significant because it would for the use of tailor-made or sector-specific approaches to addressing this complex issue. This is conducted through extensive review of literature and theories on the definition of conflicts of interest. This study will employ theoretical, doctrinal and comparative methods. The nature of conflicts of interest in the private sector will be explored, through an analysis of the public sector where the notion of conflicts of interest appears more clearly identified, reasons, why they are of business ethics concern, will be advanced, and then, once again, looking at public sector solutions and other solutions, the study will identify ways of mitigating and managing conflicts in the private sector. An exploration of public sector conflicts of interest and solutions will be carried out because the typologies of conflicts of interest in both sectors appear very similar at the core and thus, lessons can be learnt with regards to the management of these issues in the private sector. Conflicts of interest corrode trust, and like in the public sector, trust is mandatory for the market, consumers/clients, shareholders and other stakeholders in the private sector. This research will then focus on some specific challenges to understanding and identifying conflicts of interest in the private sector; origin, diverging theories, the psychological barrier to the definition, similarities with public sector conflicts of interest due to the notions of corrosion of trust, ‘being in a particular kind of situation,’ etc. The notion of public interest will be submitted as a key element at the heart of the distinction between public sector and private sector conflicts of interests. It will then be proposed that the appreciation of the notion of conflicts of interest differ according to sector, country to country, based on the public interest test, using the United Kingdom (UK), the United States of America (US), France and the Philippines as illustrations.

Keywords: conflicts of interest, corporate governance, global governance, public interest

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Authors: Pradip Kumar Das

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India is a developing country and is also one of the most industrialized developing countries of the world. In post-independence period, industry has grown rapidly in India and with industrialization corporate sector in the country has been growing day after day. Nowadays, the investment is not limited to be shareholders alone, apart from the shareholders the common people of the society have also started investing in shares of the corporate sectors. Thus, the responsibilities of the corporate sectors have increased much. Corporate financial reporting refers to a system which provides valuable information to different types of users in the society for taking resourceful decisions with regards to investment policy, organization credit worthiness, profitability, liquidity, provision of taxation etc. The quality of information available to different users fosters the efficient allocation of resources which are very urgent for economic development of a country like India. It is the responsibility of the management of the corporate sector to convey reliable and authentic information with the help of generally accepted accounting principles. Corporate sectors which disclose information through annual reports should be sufficient enough for the purpose of bringing out the salient features relating to business performances and other activities. However, the disclosures practices of the corporate sectors though annual reports have undergone several major changes from time to time. Many a time, these vital changes are in the fashion of presenting information in the annual reports and addition of so many non-statutory disclosures of the company. Very often managements of the corporate sectors are blamed for concealing true picture which is not desirable at all. The corporate financial reporting practice which in the current period has gained a place of prime importance suffers from certain limitations and invites question from the public about its reliability. Thus, the wide gap created by management between the exhibited picture and the real picture sometimes attains to such extent that the purpose of the reporting practice loses its importance. The requirement of full and adequate disclosure of information including information relating to human resources in the annual report in free trade economy of India helps the prospective investors to select the best portfolio of their investments. This paper is a reflection of a modest attempt of the author to highlight the corporate reporting practices followed in India. A cursory glance of the conceptual study shows limitations along with reliability of the reporting practices and suggests measures to overcome the shortcomings of the financial reporting practices.

Keywords: corporate enterprise, cursory glance, portfolio, yawning gap

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Authors: Faustina Masocha, Vusani Moyo

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For decades, dividend announcements have been presumed to contain important signals about the future prospects of companies. Similarly, the same has been presumed about management earnings announcements. Despite both dividend and earnings announcements being considered informative, a number of researchers questioned their credibility and found both to contain short-term signals. Pertaining to dividend announcements, some authors argued that although they might contain important information that can result in changes in share prices, which consequently results in the accumulation of abnormal returns, their degree of informativeness is less compared to other signaling tools such as earnings announcements. Yet, this claim in favor has been refuted by other researchers who found the effect of earnings to be transitory and of little value to shareholders as indicated by the little abnormal returns earned during the period surrounding earnings announcements. Considering the above, it is apparent that both dividends and earnings have been hypothesized to have a signaling impact. This prompts one to question which between these two signaling tools is more informative. To answer this question, two follow-up questions were asked. The first question sought to determine the event which results in the most effect on share prices, while the second question focused on the event that influenced trading volume the most. To answer the first question and evaluate the effect that each of these events had on share prices, an event study methodology was employed on a sample made up of the top 10 JSE-listed companies for data collected from 2012 to 2019 to determine if shareholders gained abnormal returns (ARs) during announcement dates. The event that resulted in the most persistent and highest amount of ARs was considered to be more informative. Looking at the second follow-up question, an investigation was conducted to determine if either dividends or earnings announcements influenced trading patterns, resulting in abnormal trading volumes (ATV) around announcement time. The event that resulted in the most ATV was considered more informative. Using an estimation period of 20 days and an event window of 21 days, and hypothesis testing, it was found that announcements pertaining to the increase of earnings resulted in the most ARs, Cumulative Abnormal Returns (CARs) and had a lasting effect in comparison to dividend announcements whose effect lasted until day +3. This solidifies some empirical arguments that the signaling effect of dividends has become diminishing. It was also found that when reported earnings declined in comparison to the previous period, there was an increase in trading volume, resulting in ATV. Although dividend announcements did result in abnormal returns, they were lesser than those acquired during earnings announcements which refutes a number of theoretical and empirical arguments that found dividends to be more informative than earnings announcements.

Keywords: dividend signaling, event study methodology, information content of earnings, signaling theory

Procedia PDF Downloads 147

Authors: T. Elrazaz

Abstract:

This paper examines accrual and real earnings management by publicly listed targets around mergers and acquisitions. Prior literature shows that earnings management around mergers and acquisitions can have a significant economic impact because of the associated wealth transfers among stakeholders. More importantly, acting on behalf of their shareholders or pursuing their self-interests, managers of both targets and acquirers may be equally motivated to manipulate earnings prior to an acquisition to generate higher gains for their shareholders or themselves. Building on the grounds of information asymmetry, agency conflicts, stewardship theory, and the revelation principle, this study addresses the question of whether takeover targets employ accrual and real earnings management in the periods prior to the announcement of Mergers and Acquisitions (M&A). Additionally, this study examines whether acquirers are able to detect targets’ earnings management, and in response, adjust the acquisition premium paid in order not to face the risk of overpayment. This study uses an aggregate accruals approach in estimating accrual earnings management as proxied by estimated abnormal accruals. Additionally, real earnings management is proxied for by employing widely used models in accounting and finance literature. The results of this study indicate that takeover targets manipulate their earnings using accruals in the second year with an earnings release prior to the announcement of the M&A. Moreover, in partitioning the sample of targets according to the method of payment used in the deal, the results are restricted only to targets of stock-financed deals. These results are consistent with the argument that targets of cash-only or mixed-payment deals do not have the same strong motivations to manage their earnings as their stock-financed deals counterparts do additionally supporting the findings of prior studies that the method of payment in takeovers is value relevant. The findings of this study also indicate that takeover targets manipulate earnings upwards through cutting discretionary expenses the year prior to the acquisition while they do not do so by manipulating sales or production costs. Moreover, in partitioning the sample of targets according to the method of payment used in the deal, the results are restricted only to targets of stock-financed deals, providing further robustness to the results derived under the accrual-based models. Finally, this study finds evidence suggesting that acquirers are fully aware of the accrual-based techniques employed by takeover targets and can unveil such manipulation practices. These results are robust to alternative accrual and real earnings management proxies, as well as controlling for the method of payment in the deal.

Keywords: accrual earnings management, acquisition premium, real earnings management, takeover targets

Procedia PDF Downloads 95

Authors: Kateřina Struhařová

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The paper gives the evidence of quality of accounting information of Czech private companies. In general the private companies in the Czech Republic do not see the benefits of providing accounting information of high quality. Based on the research of financial statements of entrepreneurs and companies in Zlin region it was confirmed that the quality of accounting information differs among the private entities and that the major impact on the accounting information quality has the fact if the financial statements are audited as well as the size of the entity. Also the foreign shareholders and lenders have some impact on the accounting information quality.

Keywords: accounting information quality, financial statements, Czech Republic, private companies

Procedia PDF Downloads 280

Authors: Jamel Boukhatem, Mouldi Djelassi

Abstract:

Contrary to the existing literature generally focusing on the role played by Sukuk in enhancing investors' and shareholders' wealth, this paper sheds some light on the Sukuk wealth effect across all economic agents: households, government, and investors by implementing a two-period life-cycle model with overlapping generations to show whether Sukuk is net wealth. The main findings are threefold: i) the effect of a change in Sukuk issuances on the consumers’ utility level will be different from one generation to another, ii) an increase in taxes due to the increase in Sukuk and rents is covered by transfers made by the members of generation 1 in the form of inheritance, and iii) the existence of a positive relationship between the asset prices representative of Sukuk and the real activity.

Keywords: Sukuk, households, investors, overlapping generations model, wealth, modeling

Procedia PDF Downloads 56

Authors: Talha Sareshwala

Abstract:

The purpose of this research paper is to help entrepreneurs build an environment of trust, transparency and accountability necessary for fostering long term investment, financial stability and business integrity and to guide future Entrepreneurs into a promising future. The study presents a broader review on Corporate Governance, starting from its definition and antecedents. This is the most important aspect of ethical business. In fact, the 3 main pillars of corporate governance are: Transparency; Accountability; Security. The combination of these 3 pillars in running a company successfully and forming solid professional relationships among its stakeholders, which includes key managerial employees and, most important, the shareholders This paper is sharing an experience how an entrepreneur can act as a catalyst while ensuring them that ethics and transparency do pay in business when followed in true spirit and action.

Keywords: business, entrepreneur, ethics, governance, transparency.

Procedia PDF Downloads 49

Authors: Chuang-Chang Chang, Keng-Yu Ho, Yu-Jen Hsiao, Hsin-Ni Yang

Abstract:

Using a sample of detailed ownership data of 1,032 listed commercial bank observations in 30 European countries from 2004 to 2010, we explore what categories of shareholder are more likely to use derivatives and how different types of owners affect the bank value. We find that a shift in equity from bank investors to either non-financial companies or institutional investors have increase incentives to use derivatives. Moreover, we have significant evidence that a shift in equity from bank investors to either family or manager shareholders who attend derivative activities will decrease bank value. However, a shift in equity from bank investors to non-financial companies who use derivative instrument will increase the bank value. Our results are also robustness to address for the potential endogeneity problems.

Keywords: derivative usage, ownership structure, bank value

Procedia PDF Downloads 324