Статті в журналах: "Divestiture. Corporate restructuring. Corporate Governance"

1

Hoskisson, Robert E., Richard A. Johnson, and Douglas D. Moesel. "Corporate Divestiture Intensity in Restructuring Firms: Effects of Governance, Strategy, and Performance." Academy of Management Journal 37, no. 5 (October 1994): 1207–51. http://dx.doi.org/10.5465/256671.

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2

HOSKISSON, R. E., R. A. JOHNSON, and D. D. MOESEL. "CORPORATE DIVESTITURE INTENSITY IN RESTRUCTURING FIRMS: EFFECTS OF GOVERNANCE, STRATEGY, AND PERFORMANCE." Academy of Management Journal 37, no. 5 (October 1, 1994): 1207–51. http://dx.doi.org/10.2307/256671.

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3

Ahmadjian, Christina L., and Gregory E. Robbins. "A Clash of Capitalisms: Foreign Shareholders and Corporate Restructuring in 1990s Japan." American Sociological Review 70, no. 3 (June 2005): 451–71. http://dx.doi.org/10.1177/000312240507000305.

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This article examines the clash between stakeholder- and shareholder-based business systems resulting from an increase in foreign portfolio investment in the Japanese economy during the 1990s. An analysis of 1,108 firms between 1991 and 2000 shows that as foreign institutional investors, who were more interested in investment returns than in long-term relationships, replaced domestic shareholders, one fundamental pillar of Japan's stakeholder capitalism began to crack. Japanese firms began to adopt downsizing and asset divestiture, practices more characteristic of Anglo-American shareholder economies. The influence of foreigners, however, was weaker in firms more deeply embedded in the local system through close ties to domestic financial institutions and corporate groups. Thus, foreign investors were influential primarily in firms less embedded in the existing stakeholder system. This research contributes to debates on globalization and convergence of business systems, institutional change, and corporate governance systems.

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4

Johnson, Richard A. "Antecedents and Outcomes of Corporate Refocusing." Journal of Management 22, no. 3 (June 1996): 439–83. http://dx.doi.org/10.1177/014920639602200304.

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During the 1980s a large number of firms refocused or down-scoped using multiple divestitures. This paper reviews recent empirical research (1983-1996) to isolate and identify the antecedent conditions that lead to downscoping and its outcomes. Antecedent conditions include changing environmental conditions, firm governance, ineffective strategy, poor performance, and financial restructuring. Outcomes of the process examine how firm strategy has changed and its effect on employees and firm performance. I develop a model to classify research into topic areas and discuss future research directions and related issues.

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5

Sari, Nur Afiqoh. "The Effect of Corporate Life Cycle on Corporate Restructuring." Riset Akuntansi dan Keuangan Indonesia 7, no. 1 (May 17, 2022): 16–25. http://dx.doi.org/10.23917/reaksi.v7i1.15373.

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This study aims to determine the effect of corporate life cycle on restructuring decisions with governance and financial distress as moderating variables in manufacturing companies listed on the Indonesia Stock Exchange in five years (2013-2017) and there are 480 data for the sample. The hypotheses tested using logistic regression. The results of this study indicate that life cycle has an effect on restructuring decisions. Financial distress strengthen the influence of the "birth" and "mature" stages to carry out managerial restructuring, and strengthen the "growth" stage to carry out operational restructuring and financial restructuring. However, financial distress does not moderate the influence of the life cycle on asset restructuring. Governance weakens the influence of the “birth” stage in managerial restructuring and also weakens the influence of the “birth” and “mature” stages in financial restructuring strategies. GCG does not moderate the effect of the life cycle on operational restructuring and asset restructuring.

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6

Norazlan, Alias, Yaacob Mohd Hasimi, and Jaffar Nahariah. "GOVERNANCE STRUCTURE, CORPORATE RESTRUCTURING AND PERFORMANCE." Polish Journal of Management Studies 15, no. 1 (June 2017): 7–14. http://dx.doi.org/10.17512/pjms.2017.15.1.01.

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7

Ym, Janice Lee, Fauzias Mat Nor, and Norazlan Alias. "ASSET DIVESTITURES AND CORPORATE OPERATIONAL RETURNS: AN AGENCY THEORY PERSPECTIVE ON MALAYSIAN PUBLIC-LISTED COMPANIES." International Journal of Strategic Property Management 17, no. 4 (December 9, 2013): 347–60. http://dx.doi.org/10.3846/1648715x.2013.852634.

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Divestitures of property, plant and equipment (PPE) assets are a common form of corporate restructuring. However, divesting companies do not necessarily attain improved post-divestiture shareholder wealth. Studies show company characteristics and use of divestiture proceeds may influence divestiture outcomes. This paper attempts to determine these divesting company characteristics and use of proceeds associated with improved shareholder wealth based on the Agency Theory. A sample of Malaysian public-listed companies that divested assets within 2002–2005 is used. Logistic regression segregates these companies based on their industry-adjusted operational returns. Companies that improve post-divestiture operational performance require urgent pay out motives to divest. Companies with deteriorated post-divestiture performance divest without urgent pay out motive and tend to retain proceeds. This suggests agency problem of managerial discretion in asset divestitures. In asset selection, divestitures of larger and more inefficient assets were found associated with improved company performance. Malaysian companies prefer divesting assets related to their core businesses indicating a diversified company structure is more beneficial than a focused structure in developing countries.

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8

Park, Choelsoon, and Seonghoon Kim. "Corporate governance, regulatory changes, and corporate restructuring in Korea, 1993–2004." Journal of World Business 43, no. 1 (January 2008): 66–84. http://dx.doi.org/10.1016/j.jwb.2007.10.008.

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9

Thompson, Steve, and Mike Wright. "Corporate Governance: The Role of Restructuring Transactions." Economic Journal 105, no. 430 (May 1995): 690. http://dx.doi.org/10.2307/2235028.

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10

Kuzmin, B., L. Vorobieva, and O. Vorobieva. "Gazprom’s Corporate Governance: Problems and Prospects." Voprosy Ekonomiki, no. 4 (April 20, 2007): 97–112. http://dx.doi.org/10.32609/0042-8736-2007-4-97-112.

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This article considers problems of corporate management in joint-stock company "Gazprom" during restructuring. It analyzes macroeconomic questions: pricing for natural gas, arrears, image of Gazprom at the Russian market. Microeconomic issues are studied as well: outsider model of management in Gazprom, dynamics of human resource policy, etc.

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11

Obradović Mazal, Tamara. "EU rescue and restructuring state aid guidelines." Zbornik Pravnog fakulteta Sveučilišta u Rijeci 39, no. 4 (2019): 1927–50. http://dx.doi.org/10.30925/zpfsr.39.4.17.

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Undertakings in difficulty, having exhausted all market options, may resort to State aid to rescue and/or restructure its operations in order to return to viability. the author looks closer into the opportunity for such undertakings to change within so as to abandon practices which may have represented at least one of the roots of the deficiencies leading them to difficulties. The stringent rules of rescue and restructuring of firms in difficulties provide a second chance to restore their business, account of debts, take stock of actions and potentially rise again. Yet, the overall restructuring given as a second chance by the State aid and the role of the state, should not present a carte blanche for old policies and approaches to be repeated with the taxpayers’ money. The restructuring should also be a stock-taking opportunity, an internal scrutiny where the corporate culture and the governance of the undertaking changes as well. There should be room to (re)consider corporate governance and audit of corporate culture as elements of restructuring process as well as restructuring plans, to prevent the undertaking on the receiving end of State aid to lapse again. Being given a second chance, applying practices and exercising behaviour that (may) have lead the undertaking to its difficulties, is not a guarantee of successful restructuring and return to viability but may, indeed, represent an internal subjective peril to the objective restructuring goals to be achieved. Hence, the author explores whether non-tangible elements such as an enhanced corporate governance and change of corporate culture, should be introduced as mandatory in the course of undertaking restructuring. The author does not probe into corporate governance and corporate culture as such, but perceives them as welcoming factors to achieve the desired outcome of restructuring aid, namely a successful return to viability using restructuring aid.

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12

Rodić, Marijana, and Slobodan Marić. "Acquisition as a way to achieve strategic goals: A review of the role of corporate governance models in Restructuring processes." Ekonomski pogledi 23, no. 2 (2021): 63–83. http://dx.doi.org/10.5937/ekopogl2102063r.

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Changing market conditions significantly affect business and achieve global competitive advantage. In response to changes, companies are taking steps to adapt to the new situation and most often resort to a restructuring strategy, as a mechanism for overcoming challenges. Companies that are adequately constituted can ensure survival in a turbulent business market. Good corporate governance is the basis for timely initiation of restructuring. The subject of research is the impact of corporate governance on restructuring, through the application of the acquisition strategy. Through an analytical approach and a detailed review of the literature, the aim of the paper is to identify the model of business restructuring, as a strategy of corporate governance.

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13

Apostolov, Mico. "Governance and enterprise restructuring: the case of Macedonia." International Journal of Emerging Markets 9, no. 1 (January 14, 2014): 147–56. http://dx.doi.org/10.1108/ijoem-06-2011-0057.

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Purpose – This paper is a case study of the Republic of Macedonia and focuses on the development of governance and enterprise restructuring. Thus, country's effective corporate governance and corporate control, which impact enterprise restructuring, are essential in the analysis of market-driven restructuring through domestic financial institutions and markets. The data used in this article are analyzed with an econometric regression model, which as employed in this study examines the interrelationships between governance and enterprise restructuring and set of policies that influence the governance patterns. Two basic hypothesis are taken in the analysis: first, governance and enterprise restructuring depend on set of policies, such as, large-scale privatization, small-scale privatization, price liberalization, competition policy, trade and foreign exchange system, banking reform and interest rate liberalization, securities markets and non-bank financial institutions and overall infrastructure reform; and second, governance and enterprise restructuring improves over time due to imposed policies. The paper aims to discuss these issues. Design/methodology/approach – The data used in this article are analyzed with an econometric regression model, which as employed in this study examines the interrelationships between governance and enterprise restructuring and set of policies that influence the governance patterns. Findings – There is still more to be done in order to bring these economies closer to the standards of developed ones. Indeed, it is needed considerable improvement of corporate governance, institution-building to control agency problems and imposing already adopted regulation, as well as, enforcing new enterprise restructuring policies, within existing policies of overall transition economy restructuring. Originality/value – This paper is a contribution to the research developing the business aspects of the Macedonian economy, as there is constant lack of scientific papers that deal with the specific issues of corporate governance and enterprise restructuring.

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14

Abor, Joshua, Michael Graham, and Alfred Yawson. "Corporate Governance and Restructuring Activities Following Completed Bids." Corporate Governance: An International Review 19, no. 1 (November 29, 2010): 61–76. http://dx.doi.org/10.1111/j.1467-8683.2010.00833.x.

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15

Singh, R. P. "Corporate Governance: A Futuristic Model." Vision: The Journal of Business Perspective 2, no. 2 (July 1998): 29–33. http://dx.doi.org/10.1177/09722629x98002002006.

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The role of public sector undertakings, after India attained independence, as envisaged by political leaders and industrialists in a “mixed economy” was that of providing infrastructure facilities like power, telecom, roads, basic industries, etc. and thereby contribute towards the economic development of the country. The private sector, on the other hand, was to cater to the demand created by the rapid pace of industrialisation. However, liberalisation has led to the Indian economy integrating itself with the world economies, and corporates have to change their mind set. The compulsion for survival in such a scenario has led the Indian corporates to refocus their attention on Corporate Governance. In the case of public sector the issues of corporate governance relate to empowered internal governance, narrowing down multiple accountabilities and restructuring the system of checks and balances. It is in this context that the role and constitution of the Board assumes significance. Boards must be able to function independently and must comprise professionals who have a pragmatic approach. For effective corporate governance it is necessary to institutionalise ethics in the organisation culture.

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16

Canada, Joseph, Tanya Benford, Vicky Arnold, and Steve G. Sutton. "The impact of corporate governance legislation on the market for corporate ownership." Corporate Ownership and Control 6, no. 1 (2008): 138–46. http://dx.doi.org/10.22495/cocv6i1p14.

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Over the past few years, the number of corporate scandals and failures throughout the world has escalated, prompting new legislation designed to enhance corporate governance. While the efforts to legislate corporate governance policies are designed to protect the public interest, they have altered the relationship between shareholders and management (Canada et al. 2008). Rather than be subjected to new corporate governance requirements, many companies have indicated an interest in not being traded on the various stock exchanges and have chosen to alter their corporate structure. The purpose of this study is to examine how a company‟s decision to shift corporate ownership and/or corporate control in the face of new corporate governance legislation and regulatory requirements can alter the traditional markets for ownership and control. In order to examine this issue, the paper first develops a typology for predicting the type of organizational restructuring that might occur. This typology incorporates factors from prior research and disentangles the market for ownership from the market for corporate control. The typology is then used as a basis for an in-depth examination of an organization whose corporate structure changed in response to mandated changes in corporate governance. The results provide evidence that corporate governance legislation can potentially induce incumbent management to voluntarily compete in the market for ownership, notwithstanding the associated exposure in the market for managerial control

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17

Olsen, Brett C., and Chris Tamm. "Corporate governance changes around bankruptcy." Managerial Finance 43, no. 10 (October 9, 2017): 1152–69. http://dx.doi.org/10.1108/mf-09-2015-0257.

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Purpose Periods of financial distress represent an episode during the firm’s life that requires an effective governance structure in the interests of shareholders. Changes in corporate governance structure are examined as firms approach and emerge from Chapter 11 bankruptcy. The purpose of this paper is to posit that firms alter their governance toward a more effective framework during restructuring, leading to emergence as a better performing firm. Design/methodology/approach The data set includes large firms that filed for bankruptcy between 1998 and 2013. Financial and governance characteristics prior to filing are compared to traits following emergence. The likelihood of emerging from bankruptcy is tested based on governance characteristics prior to filing and the change in these characteristics during bankruptcy. Findings The results show that firms use the bankruptcy process to significantly change their governance characteristics. These changes include smaller boards, greater board independence, unitary boards, the separation of the CEO and chairman positions, and changes in the ownership structure. Despite these changes, performance following emergence does not improve, and the changes in governance structure do not alter the likelihood that the firm will emerge. Originality/value This study, unlike previous studies, takes a broad look at governance characteristics for firms before and after bankruptcy. The findings imply that “better” governance, as defined in the literature, is not necessarily the pathway to better performance as many posit. The factors that influence the likelihood of emerging from bankruptcy and post-emergence performance require further study.

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18

Kavadis, Nikolaos, and Jatinder Singh Sidhu. "Corporate Governance and Restructuring: The Influence of CEO Ideology." Academy of Management Proceedings 2017, no. 1 (August 2017): 12542. http://dx.doi.org/10.5465/ambpp.2017.12542abstract.

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19

ATANASSOV, JULIAN, and E. HAN KIM. "Labor and Corporate Governance: International Evidence from Restructuring Decisions." Journal of Finance 64, no. 1 (January 23, 2009): 341–74. http://dx.doi.org/10.1111/j.1540-6261.2008.01436.x.

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20

Corredor, Sandra, and Joseph T. Mahoney. "Multi-business Firms' Corporate Renewal Decisions: Divestiture Governance Mode Choice of Corporate Spin-Offs and Equity Carve-Outs." Strategic Management Review 2, no. 2 (2021): 235–80. http://dx.doi.org/10.1561/111.00000027.

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21

Bhankaraully, Shabneez. "Contested firm governance, institutions and the undertaking of corporate restructuring practices in Germany." Economic and Industrial Democracy 40, no. 3 (January 8, 2018): 511–36. http://dx.doi.org/10.1177/0143831x17748754.

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This article investigates the undertaking of corporate restructuring practices (employee downsizing and wage moderation) in Germany from 2008 to 2015. The article presents a political perspective that draws on the insights of the power resources approach and of institutional analyses. The theoretical framework highlights how institutional arrangements structure power relations within companies by empowering, in an asymmetrical manner, different categories of firm stakeholders (employees, managers and shareholders) as well as shaping how they relate to each other in an interactive manner. The article’s empirical findings point to the importance of extensive, but contingent, corporate restructuring in Germany. Companies are more likely to implement ‘defensive’ corporate restructuring practices under conditions of high leverage/debt than when confronted by shareholder value driven investors, thereby reflecting the presence of overlapping interests between employees and managers.

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22

Padilla-Angulo, Laura, and Faten Ben Slimane. "Board restructuring and successful demutualization: the stock exchanges." Journal of Organizational Change Management 31, no. 3 (May 14, 2018): 598–618. http://dx.doi.org/10.1108/jocm-06-2017-0212.

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Purpose The purpose of this paper is to study corporate governance restructuring strategies of companies to adapt to new market conditions following conversion into a for-profit structure. It focuses on the changes in the composition of the board of directors. Design/methodology/approach The paper conducts a field experiment using stock exchanges, which have become more international over time, and many of which have been forced to demutualize and convert to for-profit structures to compete more efficiently. The paper does a fine-grained analysis of restructuring in the composition of the board using the ANOVA technique. The paper also examines the impact of this board composition restructuring on the reputation of the exchanges using a regression technique. Findings The authors find that the stock exchanges restructured board composition and refocused them to create better value. Results suggest that the conversion of a company to a for-profit structure brings efficiencies when accompanied by changes in the governing bodies. The authors also find that converting to for-profit firms had a positive impact on the reputation of the exchanges. The positive impact was even greater when accompanied by changes in board composition. Research limitations/implications A stronger focus on the corporate governance dimension to understand the successful demutualization of stock exchanges is needed. Originality/value The authors analyze the corporate governance dimension during demutualization processes of an under examined sector. The financial performance of the stock exchanges the authors study significantly improved after their conversion to for-profit organizations and provide an example of successful corporate governance restructuring.

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23

Venkiteswaran, N. "Towards an Indian Market for Corporate Control." Vikalpa: The Journal for Decision Makers 18, no. 1 (January 1993): 27–38. http://dx.doi.org/10.1177/0256090919930103.

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As the Indian economy is being modernized through dismantling of rigid controls and greater reliance on market forces, the Indian industry is likely to witness major restructuring through a spate of mergers and acquisitions. This paper by N Venkiteswaran examines the historical impediments against corporate restructuring through mergers and takeovers in India. The author is of the view that given the economic compulsions, India is also about to witness significant growth in mergers and acquisitions in the coming years. In this emerging scenario, the importance of regulatory reforms covering a wide area such as competition, investor protection, taxation, corporate governance, etc. is underscored so that the Indian market for corporate control is developed along orderly lines.

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24

Jung, Jin‐young. "Post‐crisis restructuring of the corporate governance of Korean companies." Corporate Governance: The international journal of business in society 13, no. 1 (February 15, 2013): 3–17. http://dx.doi.org/10.1108/14720701311302387.

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25

THOMPSON, STEVE, MIKE WRIGHT, and KEN ROBBIE. "BUY-OUTS, DIVESTMENT, AND LEVERAGE: RESTRUCTURING TRANSACTIONS AND CORPORATE GOVERNANCE." Oxford Review of Economic Policy 8, no. 3 (1992): 58–69. http://dx.doi.org/10.1093/oxrep/8.3.58.

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26

Padilla Angulo, Laura, Faten Ben Slimane, and Djaoudath Alidou. "The London Stock Exchange: Strategic Corporate Governance Restructuring After Demutualization." Journal of Applied Business Research (JABR) 30, no. 1 (December 30, 2013): 211. http://dx.doi.org/10.19030/jabr.v30i1.8296.

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This study uses the London Stock Exchange (LSE), forced to demutualize due to major changes in its business environment, notably due to increased competition and technological advances, as field experiment to study corporate governance restructuring to adapt to new market conditions. The LSE improved its financial situation after demutualization and is an example of successful corporate governance restructuring. The LSE significantly restructured the composition of its board of directors following demutualization. The number of exchange members on the LSE board decreased after demutualization while the number of independent directors increased, pointing to a more monitoring board, in support of an agency theory approach. Interestingly, the large majority of these independent directors had experiences in diverse business. The LSE significantly reorganized its management team to adapt to the new strategies triggered by demutualization and modified its compensation by increasing performance-related payments. Results suggest that demutualization brings efficiencies if accompanied by changes in the governing bodies and in the incentive structures of the exchanges. Most of our results could be relevant also, for example, for firms going public, for smaller firms that are expanding their activities and searching for outside investors and for companies facing major changes in their business environments.

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27

Cassell, Cory A., Gary A. Giroux, Linda A. Myers, and Thomas C. Omer. "The Effect of Corporate Governance on Auditor-Client Realignments." AUDITING: A Journal of Practice & Theory 31, no. 2 (February 1, 2012): 167–88. http://dx.doi.org/10.2308/ajpt-10240.

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SUMMARY Events leading up to the implementation of the Sarbanes-Oxley Act of 2002 (SOX) increased the public's focus on corporate governance and increased regulatory scrutiny of corporate governance mechanisms. These events also contributed to a massive restructuring in the audit market that resulted in the transfer of a large number of clients from Big N to non-Big N audit firms. We extend prior research examining the determinants of auditor-client realignments by investigating the effect of corporate governance on downward (i.e., from Big N to non-Big N auditors) switching activity. We develop a corporate governance index comprised of governance characteristics that we expect auditors to find more desirable in their clients (specifically, board and audit committee independence, diligence, and expertise). The results suggest that Big N auditors consider client corporate governance mechanisms when making client portfolio decisions. Specifically, downward auditor-client realignments are more likely for clients that score lower on our corporate governance index. However, the influence of audit committee-related corporate governance components on downward auditor-client realignments decreased post-SOX. The reduced effect of audit committee-related corporate governance components is consistent with what would be expected if the audit committee-related rules imposed by SOX reduced the variation in audit committee quality across clients. Data Availability: The data used are publicly available from the sources cited in the text.

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Alam Iqbal, Badar, and Linus Nyiwul. "Evidence on Divestment Motives: An Overview." Global Trade and Customs Journal 17, Issue 11/12 (November 1, 2022): 501–14. http://dx.doi.org/10.54648/gtcj2022070.

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Corporate divestiture represents an important component of a firm’s strategy. Divestment takes different forms and is usually undertaken for a variety of general and firm-specific reasons. The objective of this article is to provide an overview and assessment of the current consensus on the empirical evidence on underlying divestiture motives. What is the direction of the literature on the antecedents of divestment? Are there important lessons to be learned from dominant and underexplored themes? We embark on the answers to these questions by analysing the existing empirical literature and providing an informative and instructive synopsis. Our synopsis contributes to the literature by integrating antecedents of divestiture from the multiple strands and synthesizing potentially rich areas of further exploration in the literature. Performance remains the dominant factor in divestiture but there is strong evidence that divestment is the result of a multitude of interacting dynamics among various factors. There remain considerable opportunities in the literature on the economics of divestiture, emerging environmental, social and governance (ESG) and its theoretical underpinnings and the general divestment theory. Divestment, Divestiture, Industrial Organization, Portfolio Management, Strategic Management, Foreign Investment, Mergers and Acquisitions, ESG JEL Classification: D22, F23, F30, G32, G34, L25, M12

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Gibbs, Philip A. "Determinants of corporate restructuring: The relative importance of corporate governance, takeover threat, and free cash flow." Strategic Management Journal 14, S1 (1993): 51–68. http://dx.doi.org/10.1002/smj.4250140906.

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30

Gorton, Gary, and Matthias Kahl. "Blockholder Scarcity, Takeovers, and Ownership Structures." Journal of Financial and Quantitative Analysis 43, no. 4 (December 2008): 937–74. http://dx.doi.org/10.1017/s002210900001440x.

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AbstractAgency problems in firms are prevalent because of a scarcity of wealthy principals with corporate governance ability, whom we call “restructuring specialists.” We investigate how this scarce resource, “agency cost-free capital,” is allocated. We show that the restructuring specialists may acquire blocks only in those states of the worls in which they can increase firm value the most, which corresponds to a takeover. Firms with dispersed ownership and firms with a financial intermediary as a blockholder can coexist, although they are otherwise identical. The moderl can explain differences in corporate ownership structures and restructuring mechanisms across economies.

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31

Beuren, Ilse Maria, and Elza Terezinha Cordeiro Muler. "Controllership institutionalisation process of corporate governance in Brazilian companies." Corporate Ownership and Control 7, no. 1 (2009): 318–29. http://dx.doi.org/10.22495/cocv7i1c2p7.

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The aim of the article was thus to verify how the Controllership institutionalization process takes place in corporate governance companies in Santa Catarina State – Brazil. Research was carried out by means of a multi-case study with a qualitative approach. Five companies were selected, but four answered the questionnaire, all listed in Bovespa’s corporate governance. The research found only one company underwent a restructuring process in controllership. In this, the institutionalization process involved the system and sub-systems used in the company, encompassing every task and practice. The institutionalization of controllership assured the implementations, controls, performance, goals and levels of commitment of those involved.

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32

Kawamoto, Shinya, and Takashi Saito. "Divestment management buy-outs in Japan: performance, governance, and business strategies of seller firms." Corporate Ownership and Control 7, no. 2 (2009): 244–59. http://dx.doi.org/10.22495/cocv7i2c2p1.

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This study has examined cases of management buyouts (MBOs), which have been increasing rapidly in number since around 2000. First, an overview of MBO practices is provided, indicating the beginning of an increase in divestment-type MBOs as a new means to implement corporate restructuring. Subsequently, the factors used by Japanese companies to decide on whether to pursue divestment MBO were analyzed while particularly addressing the parent companies––the sellers of the business units. Results suggest the following factors leading to the parent company divestment of subsidiaries and business units through MBOs: 1) poor performance of the business of the parent company, 2) high debt-to-asset ratio (debt reliance) of the parent company, 3) wide diversification of parent company operations, and 4) active reorganization of the parent company’s corporate group. The structure of corporate governance also affects MBO trends, indicating that 5) companies for which shareholding ratios of institutional investors and directors are high are more likely to implement a divestment MBO. Conversely, 6) companies that are protected by cross-shareholdings are less likely to implement corporate restructuring.

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33

Hoskisson, Robert E., and Thomas A. Turk. "Corporate Restructuring: Governance and Control Limits of the Internal Capital Market." Academy of Management Review 15, no. 3 (July 1990): 459. http://dx.doi.org/10.2307/258018.

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34

Hoskisson, Robert E., and Thomas A. Turk. "Corporate Restructuring: Governance and Control Limits of the Internal Capital Market." Academy of Management Review 15, no. 3 (July 1990): 459–77. http://dx.doi.org/10.5465/amr.1990.4308828.

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DELLISANTI, DYLAN, and RICHARD E. WAGNER. "Bankruptcies, bailouts, and some political economy of corporate reorganization." Journal of Institutional Economics 14, no. 5 (February 19, 2018): 833–51. http://dx.doi.org/10.1017/s1744137418000085.

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AbstractBankruptcy has long been the standard approach to reorganizing failing corporate entities. In recent years, bailout, whereby a governmental entity takes charge of the reorganization, has appeared as an alternative. At the enterprise level, there is a Coase-like invariance proposition at work in which a failing concern is replaced by a going concern under either process. Significant differences arise once we move beyond the point of reorganization. The choice between bankruptcy and bailout is fundamentally a choice between alternative arrangements for corporate governance, and not about transforming failing concerns into going concerns because this will happen under either arrangement. We argue that political entanglement in corporate restructuring will tend to preclude the entrepreneurial discovery process. We recount the recent American auto and financial industry bailouts, highlighting how each episode was guided by political considerations, which served to distract the restructuring process from discovering those opportunities that market-based restructuring would have discovered.

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Pattnaik, Chinmay. "Determinants of Corporate Restructuring in Korea after the 1997 Economic Crisis: An Empirical Investigation." Journal of International Business and Economy 6, no. 1 (December 1, 2005): 95–110. http://dx.doi.org/10.51240/jibe.2005.1.6.

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This study examines the impact of corporate governance and firm characteristics on corporate restructuring in Korea after the economic crisis. We specifically analyze factors that had a bearing on corporate restructuring following the sudden economic downturn. In particular, we examine the impact of firm characteristics such as leverage levels and prior performance, together with ownership structure like insider block-holding ownership, foreign investor ownership, and institutional investor ownership on the extent of asset sales. The empirical results show that firm characteristics such as high prior performance have a negative impact on asset sales while high leverage has a positive impact. In the ownership structure, insider block holding and foreign investor ownership have negative impacts on asset sales.

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Zhang, Xinsheng, Jin Liu, Wenhao Zhu, and Haolan Li. "Research on the Legal System of Shareholders’ Rights Exercise for China’s State-owned Enterprises." E3S Web of Conferences 257 (2021): 02073. http://dx.doi.org/10.1051/e3sconf/202125702073.

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In the context of the new round of reform of China’s state-owned enterprises, the modernization of governance system and governance capabilities has put forward new requirements for Chinese central enterprises to exercise shareholders’ rights, which not only means value reconstruction, business restructuring and process reengineering, but also requires central enterprises to make positive responses in terms of corporate governance, group management and control, and shareholder exercise. This study effectively integrates corporate governance and group management and control, constructs a modern legal system for shareholder exercise, and provides useful legal guarantee and reference for central enterprises to exercise shareholders’ rights.

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Kouloridas, Athanasios, and Jens von Lackum. "Recent Developments of Corporate Governance in the European Union and their Impact on the German Legal System." German Law Journal 5, no. 10 (October 1, 2004): 1275–94. http://dx.doi.org/10.1017/s2071832200013213.

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The collapses of several US-businesses like those of Enron and Worldcom and a number of scandals in the EU – in the recent past that of Parmalat – have strongly affected public confidence in the operation and governance of large entities trading their shares in organized capital markets. The European Commission reacted by issuing the Action Plan on Modernizing Company Law and Enhancing Corporate Governance in the EU on 21 May 2003. The Action Plan contains measures which the Commission wants to implement over the short term (until 2005), medium term (until 2008) and long term (until 2010). The key issues set up in the Action Plan concern corporate governance, capital maintenance, recapitalization as well as decreasing capital, groups of companies, international corporate restructuring and the introduction of a new legal form of incorporation. The fact that the big rating agencies have begun to rate the corporate governance performances of major companies, can well be seen as a further indicator that good corporate governance has an important concern for managers, shareholders and for policy makers. As part of the Action Plan, the Commission has recently launched consultations on board responsibilities and improving financial and corporate governance information, on directors’ remuneration and on the role of (independent) non-executive or supervisory directors. In the light of these recent consultations and the results of the public consultation on the Action Plan, this Article offers an overview and assessment of the corporate governance measures planned at Community level.

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Aisyah, Siti, Widiya N. Rosari, and Tito Sofyan. "Strengthening Corporate Legal Functions in Achieving Good Corporate Governance at PT Bank Bengkulu." Bengkoelen Justice : Jurnal Ilmu Hukum 10, no. 2 (December 10, 2020): 173–84. http://dx.doi.org/10.33369/j_bengkoelenjust.v10i2.13797.

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The increase in company value is reflected in the increase in performance and company image. PT Bank Bengkulu in enhancing the value of the company is done by applying the principles of Good corporate governance supported by the Corporate Legal division. The principles of Good Corporate Governance include: openness, accountability, responsibility, independence and fairness. Corporate Legal functions to regulate matters relating to the legal field which include: Organization and authority, advice or provision of legal assistance andhandling legal cases, risk management and mitigation, documentation, administration and reporting. Previously, Corporate Legal was part of the Compliance Division. However, since the transfer of Corporate Legal to Corporate Secretary, there has been overlapping of authority, duties and functions. The problem in this research is how to strengthen Corporate Legal in realizing Good Corporate Governance and what are the factors that inhibit the strengthening of Corporate Legal function in realizing Good Corporate Governance at PT Bank Bengkulu. This type of research is empirical research, data sources obtained from interviews, documents, as well as literature and legislation relevant to research. The results of the study are the strengthening of Corporate Legal at PT Bank Bengkulu conducted by organizational restructuring based on Directors Decree No.17.1 / HP.00.01 / D.1 / 2019/2019 regarding changes in the organizational structure of the transfer of Corporate Legal to Corporate Secretary which was formerly Corporate Legal part of Compliance division, thistransfer makes Corporate Legal have a wider authority that is able to provide legal oponi which includes external banks where previously in compliance with Compliance, Corporate Legal can only provide legal opinions that cover only the internal parts of the bank. The factor that inhibits the strengthening of the function of Corporate Legal in realizing good corporate governance at PT Bank Bengkulu is the overlapping authority between the Compliance division and the Corporate Secretary, in which there are no restrictions on what should be reviewed by the Compliance Division and Corporate Secretary, then in policytaken by the Board of Directors cannot be immediately decided by Corporate Legal so the problem becomes slow to be resolved immediately.

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Mateev, Miroslav. "Corporate governance problem and its implications for transition economies." Corporate Ownership and Control 5, no. 3 (2008): 335–48. http://dx.doi.org/10.22495/cocv5i3c3p2.

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This paper examines the corporate governance problem in Central and Eastern European (CEE) countries and the major implications of highly concentrated ownership in these countries on their economic development. Our main message is that ownership and control in transition economies will remain highly concentrated in short-term aspect, and regulatory intervention should focus on protecting minority shareholder interests while maintaining the incentives for entrepreneurship and large shareholder monitoring. We also argue that the corporate governance system in transition economies will have to rely on active involvement and monitoring by large shareholders, even after the emergence of a class of professional managers. Moreover, our empirical results support Berglöf and Pajuste (2003) findings that controlling shareholders (strategic investors) are critical to the successful restructuring of privatized firms; minority protection is also important to attract outside capital, but it may reduce the disciplinary role of the market for corporate control

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Goldstein, Andrea E. "Corporate Governance and Regulation in Privatized Utilities: Telecommunications in Four European Countries." Business and Politics 2, no. 2 (August 2000): 189–223. http://dx.doi.org/10.2202/1469-3569.1008.

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This paper analyzes the evolution of corporate governance and regulation in privatized telecommunication companies in the four largest EU economies. A political-economy approach is used to test the validity of the convergence hypothesis, which posits that globalization should produce convergence in business practices, ownership patterns, and regulatory frameworks. While there are signs that the structure of ownership and monitoring in continental Europe is adopting some of the features of the Anglo-Saxon arms-length governance system, corporate decisions remain shaped by durable national institutions and distinctive political traditions regarding the role of the corporation in society, the “just” level of executive remuneration, the concept of universal service, and the involvement of the state in corporate restructuring.

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Kusnadi, Yuanto. "Corporate Restructuring and Governance Implications: A Case Study of the Guoco Group." Journal of Asia Business Studies 4, no. 1 (October 16, 2009): 39–48. http://dx.doi.org/10.1108/15587890980001518.

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Pollio, Gerald, and Koichi Uchida. "Management background, corporate governance and industrial restructuring: the Japanese upstream petroleum industry." Energy Policy 27, no. 14 (December 1999): 813–32. http://dx.doi.org/10.1016/s0301-4215(99)00072-5.

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Das, Arindam, and Sumantra Guha. "Vedanta Ltd. – attempts to go private." Emerald Emerging Markets Case Studies 12, no. 1 (March 10, 2022): 1–37. http://dx.doi.org/10.1108/eemcs-06-2021-0204.

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Learning outcomes On completion of analysis of this case, students would be able to: appreciate the context of a typical delisting decision of a public company that is part of a large business group; analyze the complex nature of the relationships among the promoter shareholders, minority shareholders, government-controlled financial institutions, independent directors and executive directors in such a situation of transfer of value; and develop the best possible course of action for the promoters, independent directors and public shareholders, keeping into consideration the principles of corporate governance and the objective of shareholders’ wealth maximization. Case overview/synopsis The case presents an opportunity to examine the corporate restructuring and governance issues associated with the delisting attempt of India-based mining company Vedanta Ltd., by its London-based parent company, Vedanta Resources. The case focuses on the conflict of interests between the promoters of a business group and the public shareholders of a subsidiary, and the pivotal roles independent directors and proxy advisory firms play in supporting the public shareholders. Complexity academic level The case can be discussed in a graduate-level corporate strategy course that deals with restructuring and governance issues in companies, especially large group companies. It can also be discussed in a course of corporate governance where students have the opportunity to understand the potential conflict between promoters and other shareholders, and the moderating roles the independent directors and institutions may play in resolving such conflicts. Supplementary materials Teaching notes are available for educators only. Subject code CSS 11: Strategy.

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Mygind, Niels, Natalia Demina, Aleksandra Gregoric, and Rostislav Kapelyushnikov. "Corporate governance cycles during transition: A comparison of Russia and Slovenia." Corporate Ownership and Control 3, no. 4 (2006): 52–64. http://dx.doi.org/10.22495/cocv3i4p3.

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The governance cycle – here defined as the changes in the identity of the dominant owner and ownership concentration - is marked by the key phases of firm life-cycle, including start-up, growth, an eventual restructuring or exit stage. Privatized firms in transition countries, however, experience somehow specific cycles, which reflect the characteristics of the economic and institutional environment in transition: i) the type of privatization that initially often introduced a high proportion of employee ownership (like in Russia and Slovenia); ii) strong pressures for restructuring and ownership changes; iii) limited possibility for external finance due to the embryonic development of the financial system. The hypotheses on the development of the governance cycles in transition are tested upon a sample of Russian enterprise data for 1995-2003 and Slovenian data covering 1998-2003. In spite of the differences in institutional development concerning privatization and development of corporate governance institutions, we find that governance cycles are broadly similar in the two countries. Employee ownership is rapidly fading in both countries. While change to manager and non-financial domestic outsider ownership is typical for Russia, this is not the case in Slovenia. Instead, change to financial outsiders in the form of Privatization Investment Funds is more frequent. Foreign ownership, which is especially rare in Russia, is quite stable. The ownership diversification to employees and diversified external owners during privatization did not fit well to the low development of institutions. As expected, we observe a subsequent concentration of ownership on managers, external domestic and foreign owners in both countries

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46

Maimako, Sebastine Seddi, and Kolawole Olugbenga Oladele. "Impact of Corporate Restructuring on Value Creation in the Nigerian Banking Industry." SDMIMD Journal of Management 3, no. 2 (September 1, 2012): 77. http://dx.doi.org/10.18311/sdmimd/2012/2744.

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This study aims at determining the impact of corporate restructuring on the creation of shareholder value in the Nigerian banking industry. Secondary data are collected in respect of all the 21 banks listed on the Nigerian Stock Exchange. The data are analysed using the Difference in Means (Descriptive Statistics) Method. The study establishes the fact that in the Nigerian banking industry, mergers, acquisitions and capital restructuring have significant impacts on value creation; but capital restructuring has the greatest positive impact on the creation of shareholder value. It is also found that most banks have to restructure as a result of problems like weaknesses in corporate governance, weak ownership structure, conflict of interest between management and shareholders, environmental problems, and internal problems. The findings of this study imply that banks involved in mergers may not be able to create or enhance value for their shareholders. It is recommended that industry regulators and practitioners seeking to create value for shareholders should, among other things, focus on capital restructuring and acquisition and strategies that favour growth, expansion and performance improvement.

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Pandey, I. M., and Visit Ongpipattanakul. "Agency behavior and corporate restructuring choices during performance decline in an emerging economy." International Journal of Managerial Finance 11, no. 2 (April 7, 2015): 244–67. http://dx.doi.org/10.1108/ijmf-03-2014-0035.

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Purpose – Restructuring strategies are complicated processes and choices are influenced by and interact with the agreements and conflicts of interest among stakeholders. Firms in the emerging economies are characterized by high growth, high leverage, less effective corporate governance and different legal and institution context as compared to the firms in the developed economies. The purpose of this paper is to explain the agency monitoring variables that influence decisions to select and/or avoid restructuring strategies of the firms that have experienced a performance decline in an emerging economy. The authors have chosen Thailand as an example of an emerging economy as it was believed as the center of the major Asian economic crisis in mid-1997. Design/methodology/approach – The sample of the study comprises 120 Thai non-financial firms listed on the Stock Exchange of Thailand, all of which experienced a performance decline for two consecutive years during 1997-2008; the years 1997 and 1998 coinciding with financial crisis. The study uses panel logistic regressions to examine the likelihood of the choices of restructuring strategies given the agency variables after controlling for other possible influences. Findings – The results show that restructuring strategy choices are significantly influenced by both agency factors and control variables. The results show both similarities to and differences from earlier studies of the developed economies. The similarities are found in leverage agency behaviors. The differences in the results are found in the types and the details of the agency factors, in particular the management ownership and governance factors. The authors also explore the effects of the agency variables interactions on the choices of restructuring strategies of the performance-declining firms. Research limitations/implications – Emerging economies have many similarities, but they also demonstrate some country specific differences. This study is confined to one single country, and thus, may not be comparable with other emerging economies due to differences in factors such as regulatory, institutional, tax environments etc. However, it does show a way to conduct such studies in the context of other countries. Originality/value – To the knowledge, this is the first comprehensive study of corporate restructuring in an emerging economy, particularly of the South-East Asian economy. The authors also show, for the first time, the agency variables interactions effects on the restructuring strategies of the firms. Thus, the study contributes to the growing literature of the corporate restructuring in terms of the contextual knowledge of the emerging economies.

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Kaufman, Allen, and Ernest J. Englander. "Kohlberg Kravis Roberts & Co. and the Restructuring of American Capitalism." Business History Review 67, no. 1 (1993): 52–97. http://dx.doi.org/10.2307/3117468.

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Kohlberg Kravis Roberts & Co. (KKR) played the lead role in pursuing large-scale leveraged buyouts in the U.S. market for corporate control in the 1980s by taking advantage of investment opportunities created by three decades of public policies regarding antitrust, pensions, corporate governance, and banking. KKR's innovations were its ability to overcome investors' collective action and monitoring problems by arranging takeovers through limited partnerships and by managing acquired firms through shared equity ownership with management. These organizational innovations, when combined with the financial changes of the 1980s, allowed KKR and its investor-controlled associations to challenge managerially controlled firms.

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Šunje, Aziz, and Dženan Kulović. "THE NECESSITY OF BUSINESS RESTRUCTURING OF STATE-OWNED AND PUBLIC ENTERPRISES IN BOSNIA AND HERZEGOVINA." ЗБОРНИК РАДОВА ЕКОНОМСКОГ ФАКУЛТЕТА У ИСТОЧНОМ САРАЈЕВУ 1, no. 18 (October 8, 2019): 29. http://dx.doi.org/10.7251/zrefis1918029s.

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The restructuring of state-owned and public enterprises has attracted the attention of numerous researchers in the transition and post-transition period. The goal of restructuring as a business philosophy is to change and establish a new business philosophy, a new way of thinking. The correct interpretation of this term goes beyond its narrow and misleading translation, which equates to restructuring with a measure of change in structure. This paper examines the situation with the state-owned enterprises in Bosnia and Herzegovina. Although Bosnia and Herzegovina is characterized by the presence of two completely separate systems of corporate governance (corporate governance is regulated at an entity level without any common grounds at the level of Bosnia and Herzegovina), the symptoms of the situation are identical in both entities: state enterprises are commercially inefficient in both entities, and the reasons for their inefficiency are identical. The paper attempts to identify the symptoms and causes of such a state with a set of recommendations for the restructuring of state-owned enterprises, with clear definitions that, considering the trend of expansion of state-owned enterprises in highly developed countries, state-owned enterprises are needed here. It turns out that the privatized companies do not take into account the state interest. Following the logic of the OECD Guideline No. 2 (Ownership of State), first, it is considered how the state should manage the state-owned companies, and then by following the logic of the OECD Guideline no. 6 (Responsibilities of Committee) the complete corporation of state-owned enterprises is advocated in the way that state-owned enterprises have all the prerogatives of corruption, and are sufficiently distanced from political parties in power. Such an approach will significantly contribute to the improvement of corporate governance rating in Bosnia and Herzegovina that shows the atrophy of the system.

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김성훈, Kim,Young-Jin, and Choelsoon Park. "The Roles of Corporate Governance in a Firm’s Conformity to Institutional Pressures: Corporate Restructuring by Korean Firms, 1995~2005." Journal of Strategic Management 20, no. 3 (December 2017): 53–77. http://dx.doi.org/10.17786/jsm.2017.20.3.004.

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