The Institutional Appetite for Quack Corporate Governance
This Article offers evidence that higher quality internal corporate governance is associated with higher levels of ownership by institutional investors. This finding is consistent with the idea that institutions have greater reason than individual investors to prefer well-governed firms, but surprising given the substantial empirical evidence that casts doubt on the efficacy of internal governance mechanisms. The study described in this Article also finds that higher quality external governance is associated with lower proportions of ownership by certain types of institutional investors, also a somewhat surprising result given available empirical evidence on the positive relationship between external governance and firm performance. After largely dismissing competing explanations for these findings, I conclude that institutional investors, as a group, generally prefer internal governance mechanisms over external governance mechanisms or have a higher tolerance for low-quality external governance than for low-quality internal governance. I argue that these preferences are reasonable and suggest that when debating the efficacy of governance mechanisms, the preferences of informed, sophisticated investors be afforded greater weight than is currently the case.
D&O Insurance, Corporate Governance and Mandatory Disclosure: An Empirical Legal Study of Taiwan
Abstract The purpose of this paper is to test the signal effect of Directors and Officers (D&O) insurance and to analyze the necessity of mandatory disclosure of D&O insurance in Taiwan. D&O insurance is usually viewed as a signal mechanism of insured firms’ corporate governance and thus its mandatory disclosure has been argued. However, there is no complete mandatory disclosure of D&O insurance in the United States and other countries. This issue is not only popular in common law worlds but also sprouting in civil caw jurisdictions such as Taiwan. In the first part of this research, the signal effect of D&O insurance in Taiwan will be empirically tested. The evidence suggests that the information about D&O insurance in Taiwan could statistically and significantly signal the qualities of corporate governance of insured firms. Then, this study addresses the mandatory disclosure of D&O insurance by comparative law and law & economic approaches. This paper compares the regulation about D&O insurance disclosure in the United States, Canada and Taiwan, and find out the reasons affecting the mandatory disclosure of D&O insurance. The Cost and benefit analysis is also applied to discuss whether or not the Canadian mandatory disclosed system should be transplanted. It concludes that the D&O insurance can signal the information of insured firms’ corporate governance, and mandatory disclosure is required and justified. Such interdisciplinary research will provide through recommendations for the Taiwan and other emerging countries in Asia.
Corporate Governance Changes in the Wake of the Sarbanes-Oxley Act: A Morality Tale for Policymakers Too
This paper seeks to draw a lesson for designing major reforms of corporate governance in the future. It recalls the key events leading to the recent seismic shift in corporate governance policies applicable to American public corporations, and identifies the four sources of policy changes - the Sarbanes-Oxley Act, new listing requirements, governance rating agencies, and tougher judicial opinions (notably in Delaware) about perennial corporate governance issues. It presents a synthetic overview of the numerous reforms, which at the most general level aim to fix the audit process, increase board independence, and improve disclosure and transparency. It pauses to identify the vast territory of unchanged corporate governance rules that are still left to state law, and then examines some of the empirical studies that bear on whether the governance reforms can be confidently predicted to have strong positive results for investors. The exercise suggests an irony: Studies about the impacts of the most costly reforms, those concerning audit practices and board independence, are fairly inconclusive or negative, while studies about proposals for shareholder empowerment and reduction of managerial entrenchment indicate that changes in these areas - which in general are only atmospherically supported by the SOX-related changes - could have significant positive impacts. Admittedly, the general evidence for mandatory disclosure does suggest that the new round of enhanced disclosures, which are only moderately costly, will have good effects. The concluding section presents and explains a new approach for the next crisis-generated reform movement. It is based on the notion that bandwagons are unavoidable, but their motivating impact can be leveraged and their bad effects alleviated by good statutory design. In particular, legal reforms in the area of corporate governance should have bite but should also be explicitly structured to authorize and mandate (1) serious empirical study of the effects of particular regulatory changes (or existing rules), (2) periodic reassessment of regulations in light of such evidence (while also considering experience and analytical arguments, of course), and (3) explicit decisions to reaffirm or alter regulations in light of these reassessments.