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Abstract:
We will assess how governance and incentive problems contributed to Enron's rise and fall. A well-functioning capital market creates appropriate linkages of information, incentives, and governance between managers and investors. This process is supposed to be carried out through a network of intermediaries.

We show that despite this elaborate corporate governance and intermediation network, Enron was able to attract large sums of capital to fund a questionable business model, conceal its true performance through a series of accounting and financing maneuvers, and hype its stock to unsustainable levels. While Enron presents an extreme example, it is also a useful test case for potential weaknesses in the U.S. capital market system. We believe that the problems of governance and incentives that emerged at Enron can also surface at many other firms, and may potentially affect the entire capital market. We will begin by discussing the evolution of Enron's business model in the late 1990s, the stresses that this business model created for Enron's financial reporting, and how key capital market intermediaries played a role in the company's rise and fall.

Corporate Governance, Enron, Accounting, Capital Markets, Capital Market Intermediaries, Board of Directors, Analysts

Abstract:
Financial reporting and disclosure are potentially important means for management to communicate firm performance and governance to outside investors. We provide a framework for analyzing managers' reporting and disclosure decisions in a capital markets setting, and identify key research questions. We then review current empirical research on disclosure regulation, information intermediaries, and the determinants and economic consequences of corporate disclosure. Our survey concludes that current research has generated a number of useful insights. We identify many fundamental questions that remain unanswered, and changes in the economic environment that raise new questions for research.

Reporting decisions; Voluntary disclosure

Abstract:
Corporate disclosure is critical for the functioning of an efficient capital market. Firms provide disclosure through regulated financial reports, including the financial statements, footnotes, management discussion and analysis, and other regulatory filings. In addition, some firms engage in voluntary communication, such as management forecasts, analysts? presentations and conference calls, press releases, internet sites, and other corporate reports. Finally, there are disclosures about firms by information intermediaries, such as financial analysts, industry experts, and the financial press.

Abstract:
Some scholars have argued that globalization should pressure firms to adopt a common set of the most efficient corporate governance practices, while others maintain that such convergence will not occur because of a variety of forms of path-dependence. With new data on governance in 24 developing countries as well as data on laws protecting shareholders and creditors in 49 developed and developing countries, we search for evidence that globalization is correlated with similarity in corporate governance. We find robust evidence of de jure similarity in governance. Interestingly, this is not driven by convergence to U.S. standards. Rather pairs of economically interdependent countries - especially if the countries are both economically developed - appear to adopt common corporate governance standards, even after accounting for the effects of common legal origin. In contrast to the de jure results, we find virtually no evidence of de facto similarity in corporate governance in a battery of estimations at the country, industry and firm levels. This is consistent with either the proposition that complementarities result in different national systems appropriately having different corporate governance systems, or the proposition that globalization is not strong enough to overcome local vested interests. We conclude that globalization may have induced the adoption of some common corporate governance standards but that there is little evidence that these standards have been implemented.

globalization, corporate governance, finance, accounting

Abstract:
The financial reporting and disclosure problems at Enron, as well as the high market valuations for its stock raise troubling questions about the performance of capital market intermediaries, regulators and governance experts whose are supposed to ensure the effective functioning of the stock market. This paper examines the functions of key capital market intermediaries and analyzes how their own governance and incentive problems may have contributed to Enron's rise and fall. We conclude by proposing system modifications to resolve the observed problems.

Enron, Corporate Governance, Financial Reporting, Auditors, Financial Analysts, Standard Setters, Audit Committees, Management Compensation

Abstract:
In this paper we provide evidence on analyst activity and performance in 47 countries around the world, including several emerging market economies. Our empirical analysis first demonstrates wide variation in the extent and accuracy of analyst activity across our sample countries. A handful of country-specific measures, such as the average firm size, the size of the stock market relative to country GDP, the quality of accounting disclosures, and the country's legal origin, explain a sizeable part of this variation. For a subset of 15 emerging markets in Asia and Latin America, we also investigate the proposition that the business groups, commonly found in these regions, which often take the form of pyramidal ownership structures, hamper analyst activity and their forecast performance. We find that, after controlling for other factors, the earnings of group affiliates are indeed harder to forecast than those of unaffiliated firms. However, group affiliates are more likely to be followed by analysts. Our analysis also shows that the magnitude of the group effect is small, and that it is overshadowed by country-specific contextual factors. Overall, our results are consistent with the view that the transparency problem in an economy is primarily influenced by its legal and information context, rather than by how companies are organized in the economy.

Abstract:
This paper investigates whether a spin-off, equity carve-out, or targeted stock offering results in making the operating performance of a firm's business segments more transparent. Using a sample of 146 spin-offs, equity carve-outs, and targeted stock offerings between 1990-1995, we document significant decreases in analyst earnings forecast errors as well as divergence among individual analyst earnings forecasts following these transactions. Moreover, we find that the levels of analyst and brokerage house coverage increase significantly following these transactions. Tracking the identity of individual analysts, we find that there is substantial analyst turnover around the sample deals, and the decrease in analyst earnings forecast errors following the sample deals is greatest when firms are able to attract new analysts. Taken together, these findings suggest that firms experience improvements in the quality of analyst coverage around spin-offs, equity carve-outs, and targeted stock offerings, and these improvements are at least partially driven by changes in the composition of analyst coverage.


See also the related papers "Valuation of Bankrupt Firms" by Stuart Gilson, Edith Hotchkiss, and Richard Ruback; and "Junk Bonds, Bank Debt, and Financing Corporate Growth" by Stuart Gilson and Jerold Warner

Abstract:
We analyze the disclosure practices of companies as a function of their interaction with U.S. markets for a group of 794 firms from 24 countries in the Asia-Pacific and Europe. Our analysis uses the Transparency and Disclosure scores developed recently by Standard & Poor's. These scores rate the disclosure of companies from around the world using U.S. disclosure practices as an implicit benchmark. Results show a positive association between these disclosure scores and a variety of market interaction measures, including U.S. listing, U.S. investment flows, exports to, and operations in the United States. Trade with the United States at the country level, however, has an insignificant relationship with the disclosure scores. Our empirical analysis controls for the previously documented association between disclosure and firm size, performance, and country legal origin. Our results are broadly consistent with the hypothesis that cross-border economic interactions are associated with similarities in disclosure and governance practices.

Disclosure, globalization, convergence, corporate governance, accounting

Abstract:
We analyze the disclosure practices of companies as a function of their interaction with the U.S. markets for a group of 794 firms from 24 countries in Asia-Pacific and Europe. Our analysis uses the Transparency and Disclosure scores developed recently by Standard & Poor's. These scores rate the disclosure of companies from around the world using U.S. disclosure practices as an implicit benchmark. Results show a positive association between these disclosure scores and a variety of market interaction measures, including US Listing, US investment flows, export to and operations in the US. Trade with US, however, has an insignificant relationship with the disclosure scores. Our empirical analysis controls for the previously documented association between disclosure and firm size, performance, and country legal origin. Our results are broadly consistent with the hypothesis that cross-border economic interactions are associated with similarities in disclosure and governance practices.

Disclosure, Globalization, Corporate Governance, Accounting

Abstract:
In contrast to the focus of much of the literature on the role of capital markets in hastening convergence in corporate governance practices worldwide, we document the role played by the globalization of product and talent markets in affecting corporate governance of firms in the Indian software industry. We discuss several possible reasons why a particular firm, Infosys, has emerged as the exemplar of good corporate governance in India, traditionally a backwater of corporate governance practices. We further analyze the manner in which Infosys has attempted to shape corporate governance practices in India more generally. Finally, we discuss why these efforts in particular, and globalization more generally, has not had much of an effect on corporate governance convergence in the aggregate in India, thus far.

India, Corporate Governance, Software Industry, Globalization, Labor Marke

Abstract:
Emerging markets like India have poorly functioning institutions, leading to severe agency and information problems. Business groups in these markets have the potential to offer benefits to member firms, but they also have potential to destroy value. We analyze the performance of affiliates of diversified Indian business groups relative to unaffiliated firms. We find that accounting and stock market measures of firm performance initially decline with group diversification and subsequently increase once group diversification exceeds a certain level. Stock market measures suggest that, unlike U.S. conglomerates' lines of business, and similar to the affiliates of U.S. LBO associations, affiliates of the most diversified business groups outperform unaffiliated firms.

Abstract:
Emerging markets like India have poorly functioning institutions, leading to severe agency and information problems. Business groups in these markets have the potential to offer benefits to member firms, but they also have potential to destroy value. We analyze the performance of affiliates of diversified Indian business groups relative to unaffiliated firms. We find that accounting and stock market measures of firm performance initially decline with group diversification and subsequently increase once group diversification exceeds a certain level. Stock market measures suggest that, unlike U.S. conglomerates' lines of business, and similar to the affiliates of U.S. LBO associations, affiliates of the most diversified business groups outperform unaffiliated firms.

Abstract:
Numerous countries have undergone rapid transitions in their economic environments. Yet little is known about firm responses to such transitions. We use field-collected data to study the evolution of eighteen large and diversified business groups in Chile (1987-1997) and India (1990-1997). The chosen time periods correspond to significant deregulation in the primary markets in both countries. Conventional wisdom suggests that the intermediation roles played by business groups ought to decrease during these time periods. However, we find an increase in group scope, an increase in the strength of the social and economic ties that bind together group firms, an increase in self-reported intermediation attempts by the groups, and some evidence that these actions are associated with improvements in profitability of the group affiliates. We suggest that the slow development of market intermediaries, in a manner suggested by institutional economics, and the attendant lack of reduction in the transaction costs in primary markets, can explain these findings.

Abstract:
We demonstrate variation in the extent to which firms benefit from their affiliation with Chilean business groups in the 1988-1996 period. The net benefits of unrelated diversification are positive if group diversification exceeds a threshold level, though this threshold increases with time. We find evidence of non-diversification related group benefits, which atrophy over time. We conjecture that the evolution of institutional context alters the value creating potential of business groups, though it does so slowly.

Abstract:
We examine the post-acquisition operating performance of merged firms using a sample of the 50 largest mergers between U.S. public industrial firms completed in the period 1979 to 1983. The results indicate that merged firms have significant improvement in asset productivity relative to their industries after the merger, leading to higher post-merger operating cash flow returns. Sample firms maintain their capital expenditure and R & D rates relative to their industries after the merger, indicating that merged firms do not reduce their long-term investments. There is a strong positive relation between post-merger increases in operating cash flows and abnormal stock returns at merger announcements, indicating that expectations of economic improvements underlie the equity revaluations of the merging firms.

Abstract:
We examine the interaction between three kinds of concentrated owners commonly found in an emerging market: family-run business groups, domestic financial institutions, and foreign financial institutions. Using data from India in the early 1990s, we find evidence that domestic international investors are poor monitors, and that foreign institutional investors are good monitors. Whereas affiliates of those groups that attract foreign institutional investment are no more difficult to monitor than are unaffiliated firms, we find that group affiliation reduces the likelihood of foreign institutional investment. More transparent groups (where greater transparency is proxied for by a lower incidence of intra-group financial transactions) are more likely to attract such investment. We conclude that groups are difficult to monitor, and that foreign institutional investors serve a valuable monitoring function as emerging markets integrate with the global economy.

Abstract:
As in many countries (Canada, France, Germany, Japan, Italy, Sweden), concentrated ownership is a ubiquitous feature of the Indian private sector over the past seven decades. Yet, unlike in most countries, the identity of the primary families responsible for the concentrated ownership changes dramatically over time, perhaps even more than it does in the U.S. during the same time period. It does not appear that concentrated ownership in India is entirely associated with the ills that the literature has recently ascribed to concentrated ownership in emerging markets. If the concentrated owners are not exclusively, or even primarily, engaged in rent-seeking and entry-deterring behavior, concentrated ownership may not be inimical to competition. Indeed, as a response to competition, we argue that at least some Indian families - the concentrated owners in question - have consistently tried to use their business group structures to launch new ventures. In the process they have either failed - hence the turnover in identity - or reinvented themselves. Thus concentrated ownership is a result, rather than a cause, of inefficiencies in capital markets. Even in the low capital-intensity, relatively unregulated setting of the Indian software industry, we find that concentrated ownership persists in a privately successful and socially useful way. Since this setting is the least hospitable to the existence of concentrated ownership, we interpret our findings as a lower bound on the persistence of concentrated ownership in the economy at large.

Abstract:
This case examines the challenges in implementing fair value accounting for mortgage instruments, the role of accounting in the sub-prime crisis, and proposals for revising accounting standards given the crisis.

Abstract:
William Wang, CEO of VIZIO, Inc., was proud of his company's success in providing affordable flat screen TVs. Since its founding in 2002, VIZIO had grown to over $2 billion in revenue and was one of the top three flat panel TV brands, along with Samsung and Sony. Faced with intensifying price pressure from the industry leaders and an unprecedented economic recession, Wang wondered how VIZIO could best sustain its growth and finance its business.

Abstract:
This case centers around a dispute between the owners and the players regarding the profitability of professional baseball teams in connection with the negotiations for a new collective bargaining agreement. The case describes the financial statements of the baseball club Kansas City Zephyrs, and discusses several items whose accounting treatment is under dispute between owners and players. Students are asked to resolve these disagreements and determine the team's true profitability. The discussion reveals the tensions in performance measurement, and illustrates the fundamental issues in accrual accounting. The case is best used as an introductory case in a course on financial reporting or performance measurement.

Abstract:
After 15 years of great performance, Target's faltering performance during an economic downturn led an activist shareholder to initiate a proxy fight. Target Corporation, the second largest discount store retailer in the U.S., had competed successfully against industry leader Wal-Mart for years by promoting an upscale discount shopping experience in comparison to Wal-Mart's focus on low prices. This strategy worked well for Target in good economic times. The economic crisis of 2008-2009, however, caused shoppers to abandon Target in favor of Wal-Mart. In the spring of 2009, one of Target's largest shareholders initiated a proxy fight to place his five director nominees on the board. Target won the proxy fight, but still faced questions about whether it had a strategy that could work in both good times and bad.

Abstract:
The roots of recent American stock market and corporate governance failures are traced to regulatory changes that were intended to reduce the cost of financial information and increase market liquidity. In a textbook instance of the law of unintended consequences, policymakers' attempts to improve America's financial markets weakened the institutions that protect investors from abuse. Many of the current reforms, while well intended, do not attack the root causes of the problems. We argue that radical reform is needed.

Corporate Governance, Financial Markets, Intermediaries, Capital Markets

Abstract:
We present a framework, motivated by clinical research and large-sample statistical analysis, for understanding how corporate strategy depends upon institutional context. Since institutional context varies extensively across different countries, we expect that appropriate corporate strategy ought to do so as well. We argue that the diversified business groups that dominate the private sectors of most of the world's economies, including emerging markets like India, can add value by performing the functions of several institutions like quality control organizations, venture capital firms, and management development institutes, that one normally associates with advanced economies, but that are often missing in emerging economies.

Abstract:
Numerous countries have undergone rapid transitions in their economic environments. Yet, little is known about firm responses to such transitions. We use field-collected data to study the evolution of eighteen large and diversified business groups in Chile (1987-1997) and India (1990-1997). The chosen time periods correspond to significant deregulation in the primary markets in both countries. Conventional wisdom suggests that the intermediation roles played by business groups ought to decrease during these time periods. However, we find an increase in group scope, an increase in the strength of the social and economic ties that bind together group firms, an increase in self-reported intermediation attempts by the groups, and some evidence that these actions are associated with improvements in accounting and stock market performance of the group affiliates. We suggest that the slow development of market intermediaries, in a manner suggested by institutional economics, and the attendant lack of reduction in transaction costs in primary markets, can explain these findings.

Abstract:
We examine investor communication issues faced by public corporations using the experience of CUC International. CUC had difficulty convincing investors that its new product marketing outlays were profitable investments, leading to stock mis-valution over an extended period. To resolve this problem, it adopted a series of accounting and financial policy measures, including a leveraged recapitalization, accelerated debt repayments, and a stock repurchase. CUC's experience suggests that accounting is not always effective in facilitating credible and timely communication. While financial signals are more effective, their impact is not as immediate as predicted by prior research. The CUC case suggests that investor communications is a rich area for future research.

Abstract:
This paper examines the causes and consequences of expanded disclosure for 90 firms with increased analyst disclosure ratings. Our evidence suggests that managers expand disclosure when they believe their firms are undervalued. Undervaluation is costly for the sample firms because it reduces their financial flexibility in making new public issues and lowers the value of outstanding management stock options. Following the increase in disclosure there is a reduction in undervaluation accompanied by an increase in stock liquidity analyst following and institutional holdings. This evidence suggests that for our sample firms expanded disclosure lowers their costs of capital.