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Abstract:
Cross-border mergers and acquisitions (M&As) have become the dominant mode of growth for firms seeking competitive advantage in an increasingly complex and global business economy. Although Human Resource Management (HRM) can play a value-adding role in the merger process, existing research and evidence does not clearly demonstrate how it can do so. This paper addresses the neglected human side of M&As by providing a strategic fit framework to assess the link between M&A strategy and HRM strategy. Because cross-border M&As are an order of magnitude more complex than domestic mergers, we examine contingencies in national contexts that influence outcomes in the merger process. We draw on recent empirical evidence to highlight HRM roles in terms of resources, processes, and values that reflect the influence of both strategic fit and national context in the integration stage of cross-border M&A.

Human Resource Management; Mergers and Acquisitions, Corporate Governance, International Management, Varieties of Capitalism

Abstract:
This paper provides a multi-level theoretical model to understand why business organizations are increasingly engaging in corporate social responsibility (CSR) initiatives, and thereby exhibiting the potential to exert positive social change. Our model integrates theories of micro-level organizational justice, meso-level corporate governance and macro-level varieties of capitalisms. Using a theoretical framework presented in the justice literature, we argue that organizations are pressured to engage in CSR by many different actors, each driven by instrumental, relational and moral motives. These actors are nested within four levels of analysis: individual, organizational, national and transnational. After discussing the motives affecting actors at each level and the mechanisms used at each level to exercise influence, as well as the interactions of motives within levels, we examine forces across levels to propose the complex web of factors, which both facilitate and impede social change by organizations. Ultimately, this proposed framework can be used to systematize our understanding of the complex social phenomenon of increasing CSR engagement, and to develop testable hypotheses. We conclude by highlighting some empirical questions for future research, and develop a number of managerial implications.

Corporate social responsibility, corporate governance, comparative, social change, social justice

Abstract:
A short essay on comparative corporate governance.

corporate governance, comparative

Abstract:
This paper examines why and how corporate governance practices are implemented across countries. We look at the worldwide development and adoption of codes of good governance, a set of best practice recommendations regarding the behavior and structure of the board of directors. We find that codes of good governance serve to compensate for deficiencies in the legal system covering shareholders' rights. The results also show that size of capital markets, degree of government intervention, and percentage of foreign investors in the stock market are predictors of the existence of codes of corporate governance, while country openness has no significant effect.

corporate governance, boards of directors, legal system, international practices.

Abstract:
This paper develops an organizational approach to corporate governance and assesses the effectiveness of corporate governance and implications for policy. Most corporate governance research focuses on a universal link between corporate governance practices (e.g. shareholder activism, board independence) and performance outcomes, but neglects how interdependences between the organization and diverse environments lead to variations in the effectiveness of different corporate governance practices. In contrast to such 'closed systems' approaches, we propose a framework based on 'open systems' approaches to organizations which examines these organizational interdependencies in terms of the costs, contingencies and complementarities of different corporate governance practices. These three sets of organizational factors are useful in analyzing the effectiveness of corporate governance in diverse organizational environments. We also explore how costs, contingencies and complementarities impact approaches to policy such as 'soft-law' or 'hard law', and their effectiveness in different contexts.

corporate governance, international comparison, organization theory

Abstract:
Organizations, across the globe, are implementing ethics programs but with mixed results. This issue becomes more complex for multinational enterprises operating in several different economies simultaneously. In this chapter, we extensively review the literature on ethics programs in the US and the international context to suggest ways of better understanding the role of international human resource management in the success of ethics programs in multinationals. We propose that the ethics programs should be fully integrated with the human resource practices for their successful formulation, designing in terms of content, and communication of ethics programs. We also suggest that this integration should be examined along with institutional, industry- and country-level, and organizational forces affecting the success of ethics programs to garner a holistic view of the role of international human resource management in the formulation and implementation of ethics programs in multinational enterprises.

Abstract:
This papers looks at Spanish corporate governance and employment relations in the context of Western Europe.

corporate goveranance, employment relations

Abstract:
In this paper, we analyze data on the world's largest merger and acquisition (M&A) announcements in the 1990s to explore the relational factors that determine their completion or withdrawal. Existing research on this little understood phenomenon in the M&A process typically focuses on the characteristics and actions of acquirer firms to understand financial and strategic M&A elements. We offer a new perspective by focusing on the dyadic relationship between acquirer and target firms. Controlling for strategic and financial factors, we find that the completion of an announced M&A is more likely to the extent that the relational capabilities stemming from country-level, industry-level and organizational-level factors generate a cooperative and trustworthy relationship. We conclude by discussing theoretical and managerial implications of our multi-level relational model.

merger, acquisition, M&A, corporate governance, announcements

Abstract:
This paper describes corporate governance systems in five Latin American countries: Argentina, Brazil, Chile, Colombia and Venezuela. We account for the broader institutional environment by explaining changes over time as well as existing corporate governance systems. We use a stakeholder definition of corporate governance that includes examining insiders such as owners and boards of directors as well as outsiders such as employees. This corporate governance perspective

corporate governance, latin america

Abstract:
This paper analyzes corporate governance systems in five Latin American countries: Argentina, Brazil, Chile, Colombia and Venezuela. We account for the broader institutional environment in explaining changes over time as well as existing corporate governance systems. We use a stakeholder definition of corporate governance that includes examining insiders such as owners and boards of directors as well as outsiders such as employees. This corporate governance perspective allows for a systematic cross-national comparison.

Corporate governance, Latin America, employment systems

Abstract:
There is a consensus within the Merger and Acquisition (M&A) literature that acquisitions fail during the integration phase, in large part due to neglect of social factors such as differences in rules, norms, and values across organizations. Thus, a crucial part of successful integration is whether firms can socialize employees effectively into the newly merged entity so that they learn accepted ways of behaving in that organization. However, there is little theory and practical advice on how to do so. We draw on institutional and socialization theories to develop a framework that identifies the most salient institutions involved in the socialization of employees during the post-acquisition integration process. We conclude by presenting managerial implications of our model and suggestions for future research.

Acquisitions, socialization, institutions, post-merger integration

Abstract:
Corruption poisons corporations in America and around the world, and has devastating consequences for the entire social fabric. In this paper, we review the main studies on corruption in different 'societies of organizations', and suggest that further research needs to be done on the genesis of corruption at the organizational level. Corruption refers to the abuse of authority for personal benefit and therefore we draw on Weber's three ideal types of legitimate authority to build a theoretical model of organizational corruption. Specifically, we examine how leaders are likely to engage in corrupt behavior contingent on their legitimate authority, and specify what types of business misconducts they are likely to undertake. In addition, we discuss the self-selection of different legal and economic national systems into the three types of legitimate authority. Finally, we suggest managerial implications of our theoretical model and propose directions for future research.

Corruption, Weber, authority, corporate governance

Abstract:
This article proposes an alternative framework for understanding enterprise unionism by emphasizing political dynamics and the role of the state in labor relations. Our framework delineates the strategic behavior patterns of each of the tripartite IR actors under collective bargaining. It maintains that the initial period of the collective bargaining era constituted a critical juncture for state labor policy that occurred in distinctive ways in different countries and that these differences played a central role in shaping the different union structures in the following decades. Our historical analysis shows that unlike its Western counterparts, the Japanese state was able to eradicate the horizontal union movement at the onset of the collective bargaining era because of its advantages as a late developer and Cold War politics, which resulted in enterprise unionism in Japan.

Abstract:
This paper proposes an alternative framework to understand enterprise unionism by emphasizing political dynamics and the role of the state in labor relations. Our framework delineates the strategic behavior patterns of the tripartite IR actors, and maintains that the initial period of the collective bargaining era constituted a critical juncture (state labor policy) that occurred in distinctive ways in different countries and that these differences played a central role in shaping the different union structures in the following decades. Our historical analysis shows that unlike its counterparts in Western countries, the Japanese state was able to eradicate the horizontal union movement at the onset of the collective bargaining era because of its late developer advantages and Cold War politics resulting in enterprise unionism in Japan.

enterprise unionism, Japan, corporate governance

Abstract:
Over the past decades terms such as regionalism, regionalization, 'regional multinationals', and 'liability of regional foreignness' have populated International Business and Global Strategy research. Notwithstanding their popularity, the definition of the term 'region' is ambiguous, which results in a lack of systematic use in research as well as in the insights generated from this construct. How can one define 'region'? Can the same regional category be used for research projects with completely different goals? Will drawing on different definitions of regional categories lead to different results and conclusions? We tackle these issues by first reviewing how social science research has defined region as well as how the construct has been used in global strategy research. Then we discuss, as an exemplification of the multiple definitions of region, how different regional categorizations paint different pictures of the degree to which US multinational firms have become more global or regional in the last two decades. We conclude with some insights on the next steps that global strategy should take when using the construct of region.

Regions, Regionalization vs. Globalization, MNCs' foreign location choices

Abstract:
Multinational companies (MNCs) vary in both their use of global strategy and in the systems of corporate governance in which they operate. In this paper, we develop a theoretical framework and set of propositions to show that differences in national corporate governance systems will influence the behavior of corporate actors, which in turn explains the ability of MNCs to achieve global integration. In particular, we conceptualize our comparative model for MNCs by drawing on an actor-centered institutional theory perspective, focusing on five key governance actors: employees, shareholders, boards of directors, top management teams, and governments, to predict MNC's ability to achieve global integration in terms of global strategy and organization. We show that despite increasing convergence pressures, nationally embedded institutional characteristics continue to shape the globalization strategies of multinational companies.

Abstract:
During the 1990s, employment relations systems in Central and Eastern Europe experienced a complex, multilevel process of transformation. In this article, we discuss the transformation of employment relations systems under the impact of privatization, foreign direct investment, and pressures for the accession to the European Union enlargement at the enterprise, industry, and national levels. We argue that the pattern of embeddedness of employment relations in the former planned economic system, the developmental role of the state during the period of transition and the timing of the changes at a moment of intensified international competition resulted into unique configurations of employment relations in the different Central and Eastern European countries, not necessarily converging toward the incremental adjustments of Western European employment relations.

Corporate governance, employment relations, Central and Eastern Europe

Abstract:
International business research has long acknowledged the importance of regional factors for foreign direct investment ("FDI") by multinational corporations ("MNCs"). However, significant differences when defining these regions obscure the analysis about how and why regions matter. In response, we develop and empirically document support for a framework to evaluate alternative regional grouping schemes. We demonstrate application of this evaluative framework using data on the global location decisions by US-based MNCs from 1980-2000 and two alternative regional grouping schemes. We conclude with discussion of implications for future academic research related to understanding the impact of country groupings on MNC FDI decisions.

Simulated Annealing, Regional Groups, Foreign Direct Investment, Multinationals

Abstract:
This paper argues that key differences between the UK and the US in the importance ascribed to a company's social responsibilities (CSR) reflect differences in the corporate governance arrangements in these two countries. Specifically, we analyse the role of a salient type of owner in the UK and the US, institutional investors, in emphasising firm-level CSR actions. We explore differences between institutional investors in the UK and the US concerning CSR, and draw on a model of instrumental, relational and moral motives to explore why institutional investors in the UK are becoming concerned with firms' social and environmental actions. We conclude with some suggestions for future research in this area.

Abstract:
This paper examines the role of boards of directors in light of institutional contingencies and recent best practice governance guidelines and regulation such as the United Kingdom Higgs Review and the United States Sarbanes-Oxley Act 2002. Particular attention is paid to discussing the role of independent directors across countries, and the implications for corporate governance innovation. It concludes by posing questions about recent corporate governance transformations and providing suggestions for future research.

Abstract:
This paper examines the role of boards of directors in light of institutional contingencies and recent best practice governance guidelines and regulation such as the United Kingdom Higgs review and the United States Sarbanes-Oxley Act. Particular attention is paid to discussing the role of independent directors across countries and the implications for corporate governance innovation. I conclude by posing questions about recent corporate governance transformations and providing suggestions for future research.

Corporate governance, board, directors, independence, accountability

Abstract:
Research Question/Issue: We review the recent developments in the area of codes of good governance, a set of best practice recommendations regarding the behavior and structure of the board of directors.

Research Findings/Results: Our review of the literature on codes of good governance highlights their rapid spread around the world and how academic research has lagged behind in analyzing this topic. Despite the criticism that the codes' voluntary nature limits their ability to improve governance practices, codes of good governance appear to have generally improved the governance of countries that have adopted them, although there is need for additional reforms.

Theoretical Implications: Unfortunately, research on codes of good governance has developed in insolation with little cross-fertilization across the different disciplines.We propose a multi-level framework to discuss three main topics that have emerged within the codes literature: the motivations behind the diffusion of codes across countries and its implications for convergence of corporate governance practices; the content of the codes and their comply or explain dimension; and the relationship between code compliance and firm performance. We conclude by proposing four areas of future research.

Practitical Implications: Code development, adoption, and compliance are directly related to issues surrounding the governance of the firm, and in particular to all the interactions that a director has inside and outside the firm. Codes are regulations that emerge from policy-making negotiations between multiple stakeholders, such as the state (via the stock market regulators) and the investors.

Abstract:
We develop and test hypotheses derived from a multi-level theoretical framework for understanding factors shaping the credit risk and capital structure of a quintessentially Asian form of investment known as project finance. It differs from other corporate financing approaches. A project company is separate and bankruptcy remote from the investing firm sponsors that create it. The project company relies extensively on debt capital provided by creditors to fund project operations. Creditors provide more (less) debt as a percentage of overall project capital when there is less (more) risk of project failure and non-repayment. We define a target risk framework identifying country-, industry-, syndicate-, firm-, and project-related factors shaping Asian project finance company credit risk and thus, project debt. In a sample of 238 project finance companies announced in 13 Asian countries from 1995-2004, we observe substantial effects on project capital structure with respect to country-level factors linked to institutional and macroeconomic theories, syndicate structure factors linked to agency theory, and lead sponsor experience and project size factors linked to learning and transaction cost theories. We argue that these and other determinants of project finance company credit risk and capital structure in Asia since the mid-1990s anticipate similar relationships now emerging elsewhere around the globe.

project finance, foreign direct investment, risk, capital structure, governance, institutions

Abstract:
One of the most important tasks for the newly formed firm post-acquisition is to build the new leadership team, including a new board. In view of the important roles directors take on in modern corporations, it is critical to understand how the new board should be constituted and what members of the target firm are more likely to join that new board. While there are multiple studies examining the likelihood of turnover of executive directors (TMTs) following an acquisition, there is no systematic conceptual research explaining the likelihood of turnover of non-executive directors. We draw on three theoretical perspectivesagency theory, resource-based view and the social capital perspective to comprehensively investigate target non-executive director turnover post-acquisition. We further clarify the boundaries of these theoretical arguments concerning their implications for target non-executive director turnover. Acquisitions present an interesting case where conflict of interests may arise between shareholders and directors. This study proposes that the likelihood of target non-executive director turnover depends on the factors that determine the performance of directors in their monitoring, advisory and social roles pre-acquisition and during the acquisition process. Post-acquisition director turnover is a complex and multi-faceted phenomenon that needs to be examined beyond the agency lens. In this article, we examine the likelihood of non-executive director turnover in target firms following an acquisition. Post-acquisition director turnover is a complex and multi-faceted phenomenon that needs to be examined beyond the agency lens. In this article, we examine the likelihood of non-executive director turnover in target firms following an acquisition. Acquisitions present an interesting case where conflict of interests may arise between shareholders and directors. This study proposes that the likelihood of target non-executive director turnover depends on the factors that determine the performance of directors in their monitoring, advisory and social roles pre-acquisition and during the acquisition process. While there are multiple studies examining the likelihood of turnover of executive directors (TMTs) following an acquisition, there is no systematic conceptual research explaining the likelihood of turnover of non-executive directors. We draw on three theoretical perspectives agency theory, resource-based view and the social capital perspective to comprehensively investigate target non-executive director turnover post-acquisition. We further clarify the boundaries of these theoretical arguments concerning their implications for target non-executive director turnover. One of the most important tasks for the newly formed firm post-acquisition is to build the new leadership team, including a new board. In view of the important roles directors take on in modern corporations, it is critical to understand how the new board should be constituted and what members of the target firm are more likely to join that new board.

Abstract:
Institutional theorists have recently begun to examine the role of agency in influencing institutionalization of practices. We extend this work by qualitatively investigating how institutional actors' use of a particular language can facilitate institutionalization. We find that a particular set of vocabularies enters an institutional field through bricolage and then undergoes a sensemaking process whereby institutional actors try to "make sense" of the language. Our quantitative analysis suggests that these processes of bricolage and sensemaking facilitate the institutionalization process. However, once the language, and the practice associated with it, is institutionalized, there exists a loose coupling between the language and the practice. We uncover these findings by exploring the language of "white-collar crime" and the practice of investigating white-collar crime by various law enforcement agencies.

institutionalization, bricolage, white collar crime, sensemaking

Abstract:
International business research has long acknowledged the importance of regional factors for foreign direct investment ("FDI") by multinational corporations ("MNCs"). However, significant differences when defining these regions obscure the analysis about how and why regions matter. In response, we develop and empirically document support for a framework to evaluate alternative regional grouping schemes. We demonstrate application of this evaluative framework using data on the global location decisions by US-based MNCs in four alternative regional grouping schemes. We conclude with a discussion of implications for future research related to understanding the impact of country groupings on MNC FDI decisions.

Simulated Annealing, Regions, Foreign Direct Investment, Multinationals

Abstract:
Over the past twenty years, research on social embeddedness and socially embedded exchange has grown to occupy a prominent place in organizational theory research. But while a large volume of research makes reference to the construct of social embeddedness, few papers have attempted to assess the state of our knowledge about the construct. In this paper, we take stock of our field's understanding of the construct of social embeddedness. We systemically review and analyze 346 articles in seven prominent journals to examine how researchers' use of the construct of social embeddedness has developed and changed over the twenty years since original Granovetter's (1985) article on socially-embedded exchange. We identify trends and themes in social embeddedness research and in other research that, in various ways, invokes the social embeddedness argument. Our results show that the majority of studies invoking social embeddedness use the argument for peripheral purposes. Moreover the studies using social embeddedness as their core argument concentrate on a specific element of social embeddedness, not the whole argument. We conclude our paper by outlining further steps in progress of an increased understanding of social embeddedness.

Social embeddedness, Economic sociology, Social relations, Granovetter

Abstract:
In this paper we examine foreign location choices of the top 100 US multinational corporations (MNCs) in 1980 and 2000. We first ask whether there has been a change in MNC foreign location choice in this two-decade period. Second, we explore the underlying reasons of location change by focusing on country-level factors, accounting for firm-, industry- and regional level explanations. Our findings suggest, first, that the extent of MNCs' activities around the globe is more extensive than assumed by regionalists' arguments and well beyond Ohmae's TRIAD, but still less widespread than claimed by the globalists - the two main traditions within the globalization-regionalization debate. Second, we uncover an interesting de-location pattern in this period. Third, we develop an integrative framework where both economic and institutional-cultural arguments are shown to influence MNCs' foreign location choice in different ways. We conclude with a discussion of our findings, and provide suggestions for future research.

MNC foreign location choice, host country factors, global strategy, regional strategy, globalization

Abstract:
In this article, we develop a theoretical model to identify and explain the diversity of corporate governance across advanced capitalist economies. Our sociological approach is inspired by "actor-centered" institutionalism in stressing the interplay of institutions and firm-level actors. This model bridges the gap between undersocialized agency theory approaches and oversocialized views of institutional theory. In particular, we examine: (1) how a country's property rights, financial system, and inter-firm networks will shape the role of capital; (2) how a country's representation rights, union organization, and skill formation will influence the role of labor; and (3) how a country's management ideology and career patterns will affect the role of management.

In the discussion, we explore how different configurations of institutions support different sorts of interactions among capital, labor and management in corporate governance. We illustrate the different patterns of conflict and coalitions among stakeholders around three axes: class conflicts, insider-outsider conflicts, and accountability conflicts.

This approach has strong implications for studying issues of internationalization and the potential convergence of corporate governance in light of the interdependencies, complementarities and tensions between institutions within various national settings.

corporate governance, international comparison, organization theory