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Corporate governance is a recent concept that encompasses the costs caused by managerial misbehavior. It is concerned with how organizations in general, and corporations in particular, produce value and how that value is distributed among the members of the corporation, its stakeholders. The interrelation of value production and value distribution links the ubiquitous technological aspect (the production of value) with the moral and ethical dimension (the distribution of value). Corporate governance is concerned with this link in general, but more specifically with the moral and ethical dimensions of distributing the generated value among the stakeholders. Value in firms is created by firm-specific investments, and the motivation and coordination of value-enhancing activities and investment is protected by the power concentrated at the pyramidal top of the organization. In modern companies, it is the CEO and the top management who decide how to create value and how to distribute it among the relevant stakeholders. Due to asymmetric information and the imperfect nature of markets and contracts, adverse selection and moral hazard problems occur, where delegated (selected) managers could act in their own interest at the costs of other relevant stakeholders. Corporate governance can be understood as a two-tailed concept. The first aspect is about identifying the (most) relevant stakeholder(s), separating theory and practice into two different and conflicting streams: the stakeholder value approach and the shareholder value approach. The second aspect of the concept is about providing and analyzing different mechanisms, reducing the costs induced by moral hazard and adverse selection effects, and balancing out the motivation and coordination problems of the relevant stakeholders. Corporate governance is an interdisciplinary concept encompassing academic fields such as finance, economics, accounting, law, taxation, and psychology, among others. As countries differ according to their institutions (i.e., legal and political systems, norms, and rules), firms differ according to their size, age, dominant shareholders, or industries. Thus, concepts in corporate governance differ along these dimensions as well. And while the underlying characteristics vary in time, continuously or as a result of an exogenous shock, concepts in corporate governance are dynamic and static, offering a challenging field of interest for academics, policymakers, and firm managers.

Article

Vincenzo Butticè and Massimo G. Colombo

Fundraising has proved difficult for many entrepreneurs and ventures in the early stages of their businesses because of significant information asymmetries with investors and a lack of collateral. In an attempt to overcome such difficulties, since the early 2010s, some entrepreneurs have come to rely on the Internet in order to directly seek funding from the general public, or the “crowd.” The practice of collecting small amounts of capital from the “crowd” of Internet users is called crowdfunding. Crowdfunding research is a relative newcomer to the discipline of entrepreneurial finance. However, the availability of easy-to-access data, the diffusion of this funding channel among entrepreneurs, and increasing policy attention have made crowdfunding one of the most investigated areas of research in entrepreneurial finance. The literature has discussed crowdfunding as more than a simple mean of financing. Crowdfunding also allows entrepreneurs to develop a virtual community of followers, which provides a valuable source of information with which to test and improve early versions of innovative products. Moreover, crowdfunding represents a method of gaining information about market response to a given product and the size of demand for that product, and is a powerful marketing instrument that can be used to increase brand awareness and to promote the arts, social initiatives, and financial inclusion. However, crowdfunding also entails a number of pitfalls for entrepreneurs. In order to collect financial resources from the crowd, entrepreneurs are required to share sensitive information online. This includes information about the entrepreneurial initiative, the team, and the business model they are using. The provision of this information may facilitate product counterfeiting, or the appropriation of the value of the idea by other firms or entrepreneurs. Moreover, crowdfunding entails the risk of social stigma if the funding campaign results in a failure, because information about the performance of the crowdfunding campaign usually remains accessible online. Finally, crowdfunding entails additional challenges related to the management of the crowd of backers after the campaign, since several backers will be active providers of feedback and will interact with the entrepreneurs through direct communication. Despite these disadvantages crowdfunding has become a widely used funding source for entrepreneurs looking for financing for sustainable projects, creative initiatives, and innovative ideas.

Article

Felice B. Klein, Kevin McSweeney, Cynthia E. Devers, Gerry McNamara, and Spenser Blosser

Scholars have devoted significant attention to understanding the determinants and consequences of executive compensation. Yet, one form of compensation, executive severance agreements, has flown under the radar. Severance agreements specify the expected payments and benefits promised executives, upon voluntary or involuntary termination. Although these agreements are popular among executives, critics continually question their worth. Yet severance agreements potentially offer three important (but less readily recognized) strategic benefits. First, severance agreements are viewed as a means of mitigating the potential risks associated with job changes; thus, they can serve as a recruitment tool to attract top executive talent. Second, because severance agreements guarantee executives previously specified compensation in the event of termination, they can help limit the downside risk naturally risk-averse executives face, facilitating executive-shareholder interest alignment. Third, severance agreements can aid in firm exit, as executives and directors are likely to be more open to termination, in the presence of adequate protection against the downside. Severance agreements can contain provisions for ten possible termination events. Three events refer to change in control (CIC), which occurs under a change in ownership. These are (1) CIC without termination, (2) CIC with termination without cause, and (3) CIC with termination for cause. Cause is generally defined by events such as felony, fraud, embezzlement, neglect of duties, or violation of noncompete provisions. Additional events include (4) voluntary retirement, (5) resignation without good reason, (6) voluntary termination for good reason, (7) involuntary termination without cause, (8) involuntary termination with cause, (9) death, and (10) disability. Voluntary retirement and resignation without good reason occurs when CEOs either retire or leave under their own volition, and voluntary termination with good reason occurs in response to changes in employment terms (e.g., relocation of headquarters). Involuntary termination refers to termination due to any reason not listed above and is often triggered by unsatisfactory performance. Although some prior work has addressed the antecedents, consequences, and moderators of severance, the findings from this literature remain unclear, as many of the results are mixed. Future severance scholars have the opportunity to further clarify these relationships by addressing how severance agreements can help firms attract, align the interests of, and facilitate the exit of executives.

Article

Corporate governance is a central issue in business and economics. However, governance in financial institutions is more complicated than in other fields because of the nature of financial services and instruments. Financial organizations are similar to other businesses in terms of their purposes of establishment, but confidence in management and complex risk structures are more important in financial organizations than in other businesses. In financial institutions, there are various areas in which problems arise that are related to corporate governance, including the agency problem and stakeholder protection. The importance of good governance for sound performance of financial institutions was reconfirmed during the 2008 financial crisis, raising the need to understand the agency problems and the efficiency of various corporate governance mechanisms in mitigating them. International organizations, such as the Organisation for Economic Co-operation and Development, the Basel Committee, the International Finance Corporation, and the International Organization of Securities Commissions, have been working with regulators and policy makers to improve corporate governance practices both in nonfinancial and financial institutions. Corporate governance, especially in financial institutions, is essential in guaranteeing a sound financial system, capital markets, and sustainable economic growth. Governance weaknesses at financial institutions can result in the transmission of problems across the finance sector and the economy. Consequently, the effectiveness of governance mechanisms of financial institutions and capital markets after financial crises had significant importance in a period that witnessed an intensive discussion of corporate governance issues with new regulations and the related academic works.

Article

Niels Viggo Haueter

The function of reinsurance is to absorb the risks of the direct insurance industry. This has two main purposes: (i) reinsurance capital allows direct insurers to write more business, and (ii) it protects them against balance sheet fluctuations caused by large and unexpected losses. The reinsurance market is served by a relatively small group of some 200 professional reinsurers. However, throughout history a variety of alternative forms appeared that could be used to distribute risks beyond one insurer. Co-insurance, for example, was one of the main forms of secondary risk spread in the marine community for centuries. It dominated the London market and was, to a large degree, responsible for the late and restricted development of reinsurance companies in Anglo-Saxon markets. The emergence of ever-larger risks in the 20th century forced the industry to focus increasingly on dealing with large losses and capping the maximum exposures of insurers. This made the business more financial, a trend which received a new boost with the advent of insurance-linked securities (ILSs) in the 1990s. Since then, the market for alternative risk transfer (ART) has grown, not least with the advent of new investors such as different investment funds that provide alternative risk capital. However, towards the 2020s, professional reinsurers started gaining ground again after a series of large natural catastrophes and with the continuous rise of Asian economies. Since the 2010s, growth opportunities for reinsurance are sought mostly in emerging markets and by making more risks insurable. Emerging market growth, however, is challenging and the gap between insured and insurable economic losses is still widening. Since the turn of the millennium, the industry has invested in finding solutions to close this so-called protection gap. Professional reinsurers are also seeking to develop new markets by making emerging risks such as cybercrime insurable. Yet such dynamic risks are fundamentally different from older static risks. Solutions are sought in applying methods that already made natural catastrophes insurable, modelling techniques, and ART products.