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Abstract:
We examine the relation between a broad set of corporate governance indicators and various measures of managerial decision making and organizational performance. Using a sample of 2,106 firms, we distill 39 structural measures of corporate governance (e.g., board characteristics, stock ownership, institutional ownership, activist stock ownership, existence of debt-holders, mix of executive compensation, and anti-takeover variables) into 14 governance constructs using principal components analysis. We find that these 14 constructs are related to operating performance, have a somewhat mixed association with abnormal accruals, Tobin's Q, and excess stock returns, and little relation to class action lawsuits and accounting restatements.

Corporate governance

Abstract:
Stock and option compensation and the level of managerial equity incentives are aspects of corporate governance that are especially controversial to shareholders, institutional activists, and governmental regulators. Similar to much of the corporate finance and corporate governance literature, research on stock-based compensation and incentives has generated not only useful insights, but also has produced many contradictory findings. However, not surprisingly, many fundamental questions remain to be answered. In this survey, we synthesize the broad literature on equity compensation and executive incentives, and highlight topics that seem especially appropriate for future research.

Executive compensation; Stock options; Equity incentives; Corporate governance

Abstract:
This study examines how different types of performance measures were weighted in a subjective balanced scorecard bonus plan adopted by a major financial services firm. Drawing upon economic and psychological studies on performance evaluation and compensation criteria, we develop hypotheses regarding the weights placed on different types of measures. We find that the subjectivity in the scorecard plan allowed superiors to reduce the "balance" in bonus awards by placing most of the weight on financial measures, to incorporate factors other than the scorecard measures in performance evaluations, to change evaluation criteria from quarter to quarter, to ignore measures that were predictive of future financial performance, and to weight measures that were not predictive of desired results. This evidence suggests that psychology-based explanations may be equally or more relevant than economics-based explanations in explaining the firm's measurement practices. The high level of subjectivity in the balanced scorecard plan led many branch managers to complain about favoritism in bonus awards and uncertainty in the criteria being used to determine rewards. The system ultimately was abandoned in favor of a formulaic bonus plan based solely on revenues.

balanced scorecard, subjective performance measures, non-financial performance measurement

Abstract:
This study examines how different types of performance measures were weighted in a subjective balanced scorecard bonus plan adopted by a major financial services firm. Drawing upon economic and psychological studies on performance evaluation and compensation criteria, we develop hypotheses regarding the weights placed on different types of measures. We find that the subjectivity in the scorecard plan allowed superiors to reduce the "balance" in bonus awards by placing most of the weight on financial measures, to incorporate factors other than the scorecard measures in performance evaluations, to change evaluation criteria from quarter to quarter, to ignore measures that were predictive of future financial performance, and to weight measures that were not predictive of desired results. This evidence suggests that psychology-based explanations may be equally or more relevant than economics-based explanations in explaining the firm's measurement practices. The high level of subjectivity in the balanced scorecard plan led many branch managers to complain about favoritism in bonus awards and uncertainty in the criteria being used to determine rewards. The system ultimately was abandoned in favor of a formulaic bonus plan based solely on revenues.

balanced scorecard, subjective performance measures, non-financial performance measurement

Abstract:
Instrumental variable (IV) methods are commonly used in accounting research (e.g., earnings management, corporate governance, executive compensation, and disclosure research) when the regressor variables are endogenous. While IV estimation is the standard textbook solution to mitigating endogeneity problems, the appropriateness of IV methods in typical accounting research settings is not obvious. Drawing on recent advances in statistics and econometrics, we identify conditions under which IV methods are preferred to OLS estimates and propose a series of tests for research studies employing IV methods. We illustrate these ideas by examining the relation between corporate disclosure and the cost of capital.

Endogeneity, instrumental variables, disclosure, cost of capital

Abstract:
Instrumental variable (IV) methods are commonly used in accounting research (e.g., earnings management, corporate governance, executive compensation, and disclosure research) when the regressor variables are endogenous. While IV estimation is the standard textbook solution to mitigating endogeneity problems, the appropriateness of IV methods in typical accounting research settings is not obvious. Drawing on recent advances in statistics and econometrics, we identify conditions under which IV methods are preferred to OLS estimates and propose a series of tests for research studies employing IV methods. We illustrate these ideas by examining the relation between corporate disclosure and the cost of capital.

Endogeneity, instrumental variables, disclosure, cost of capital

Abstract:
This paper applies a value-based management framework to critically review empirical research in managerial accounting. This framework enables us to place the exceptionally diverse set of managerial accounting studies from the past several decades into an integrated structure. Our synthesis highlights the many consistent results in prior research, identifies remaining gaps and inconsistencies, discusses common methodological and econometric problems, and suggests fruitful avenues for future managerial accounting research.

Abstract:
The empirical research examining the association between typical measures of corporate governance and various accounting and economic outcomes has not produced a consistent set of results. We believe that these mixed results are partially attributable to the difficulty in generating reliable and valid measures for the complex construct that is termed corporate governance. Using a sample of 2,106 firms and 39 structural measures of corporate governance (e.g., board characteristics, stock ownership, institutional ownership, activist stock ownership, existence of debt-holders, mix of executive compensation, and anti-takeover variables), our exploratory principal component analysis suggests that there are 14 dimensions to corporate governance. We find that these indices have a mixed association with abnormal accruals, little relation to accounting restatements, but some ability to explain future operating performance and future excess stock returns.

corporate governance, earnings quality, firm performance, principal component analysis, recursive partitioning

Abstract:
Stock and option compensation and the level of managerial equity incentives are aspects of corporate governance that are especially controversial to shareholders, institutional activists, and governmental regulators. Similar to much of the corporate finance and corporate governance literature, research on stock-based compensation and incentives has generated not only useful insights, but also has produced many contradictory findings. Not surprisingly, many fundamental questions remain unanswered. In this article, the authors synthesize the broad literature on equity-based compensation and executive incentives, and highlight topics that seem especially appropriate for future research.

Executive compensation, stock options, equity incentives, corporate governance

Abstract:
This study examines the relation between measurement system satisfaction, economic performance, and two general approaches to strategic performance measurement: greater measurement diversity and improved alignment with firm strategy and value drivers. We find consistent evidence that firms making more extensive use of a broad set of financial and (particularly) non-financial measures than firms with similar strategies or value drivers have higher measurement system satisfaction and stock market returns. However, we find little support for the alignment hypothesis that more or less extensive measurement than predicted by the firm's strategy or value drivers adversely affect performance. Instead, our results indicate that greater measurement emphasis and diversity than predicted by our benchmark model is associated with higher satisfaction and stock market performance. Our results also suggest that greater measurement diversity relative to firms with similar value drivers has a stronger relationship with stock market performance than greater measurement on an absolute scale. Finally, the balanced scorecard process, economic value measurement, and causal business modeling are associated with higher measurement system satisfaction, but exhibit almost no association with economic performance.

balanced scorecard, strategic performance measurement, non-financial performance measurement

Abstract:
We examine the relation between the relative amount of fees paid to auditors for non-audit services and the behavior of accrual measures. We extend prior research in two important directions. First, using a pooled sample of 2,295 firms for the fiscal year 2000, we find very little evidence of a relation between the provision of non-audit services and measure of accruals. However, there appears to be three distinct clusters of firms where only one cluster (consisting of only about 20 percent of the sample) exhibits a statistically positive association between non-audit fees and accrual behavior. Second, we examine the corporate governance characteristics of firms in the cluster with a positive association between non-audit fees and accrual behavior relative to the remaining firms. We find that this subset of firms have a smaller market capitalization, lower institutional holdings, higher insider holdings, smaller board of directors (and audit committee), and lower percentage of independent board (and audit committee) members. These results suggest that the provision of non-audit services is potentially problematic only for a small subset of firms that appear to be de facto controlled by management.

corporate governance, earnings quality, accruals, audit quality, non-audit services

Abstract:
This paper examines whether links between inside and outside directors have an impact on CEO compensation. Using a comprehensive sample of 22,074 directors for 3,114 firms, we develop a measure of the "back door" distance between each pair of directors on a company's board. Specifically, using the entire network of directors and firms, we compute the minimum number of other company boards that are required to establish a connection between each pair of directors (ignoring the obvious link that occurs when directors are on the same board). The back door distance provides a measure for the existence and strength of a communication channel between board members that can be used to influence decisions by the board of directors. We document that CEOs at firms where there is a relatively short back door distance between inside and outside directors or between the CEO and the members of the compensation committee earn substantially higher levels of total compensation (after controlling for standard economic determinants and other personal characteristics of the CEO and the structure for board of directors). This statistical association is consistent with recent claims that the monitoring ability of the board is hampered by "cozy" and possibly difficult to observe relationships between directors.

Interlocks, executive compensation, network analysis

Abstract:
Prior work has suggested that options represent an inefficient form of compensation because the value placed on an option by a risk-averse employee is much less than the cost of the option from the perspective of the firm. However, much of this work ignores or fails to properly incorporate the incentive effect of option-based contracts into their analysis. We use agency theory to model the optimal mix of options and stock in the compensation contract. In contrast to prior work, we show that restricted stock is generally not the optimal contract form. We present comparative static results to show how the mix between options and stock and the optimal exercise price of the options varies as a function of the exogenous parameters.

Stock options, agency models, incentives

Abstract:
We examine the press' role in monitoring and influencing executive compensation practice using more than 11,000 press articles about CEO compensation from 1994 to 2002. Negative press coverage is more strongly related to excess annual pay than to raw annual pay, suggesting a sophisticated approach by the media in selecting CEOs to cover. However, negative coverage is also greater for CEOs with more option exercises, suggesting the press engages in some degree of "sensationalism." We find little evidence that firms respond to negative press coverage by decreasing excess CEO compensation or increasing CEO turnover.

press, media, executive compensation, corporate governance

Abstract:
We examine the press' role in monitoring and influencing executive compensation practice using more than 11,000 press articles about CEO compensation from 1994 to 2002. Negative press coverage is more strongly related to excess annual pay than to raw annual pay, suggesting a sophisticated approach by the media in selecting CEOs to cover. However, negative coverage is also greater for CEOs with more option exercises, suggesting the press engages in some degree of "sensationalism." We find little evidence that firms respond to negative press coverage by decreasing excess CEO compensation or increasing CEO turnover.

press, media, executive compensation, corporate governance

Abstract:
The paper examines the determinants and performance consequences of equity grants to senior-level executives, lower-level managers, and non-exempt employees of "new economy" firms. We find that the determinants of equity grants are significantly different in new versus old economy firms. We also find that employee retention objectives, which new economy firms rank as the most important goal of their equity grant programs, have a significant impact on new hire grants, but not subsequent grants. Our exploratory performance tests indicate that lower than expected grants and/or existing holdings of options are associated with poorer performance in subsequent years.

management compensation, stock option, incentive

Abstract:
The paper examines the determinants and performance consequences of equity grants to senior-level executives, lower-level managers, and non-exempt employees of "new economy" firms. We find that many of the equity grant determinants and their relative importance vary significantly between new and old economy firms. In addition, we find that employee retention objectives, which new economy firms rank as the most important goal of their equity grant programs, have a significant impact on new hire grants, but not on annual, ongoing grants. Our exploratory performance tests indicate that lower than expected option grants and/or existing option holdings are associated with lower accounting and stock price performance in subsequent years. However, we find that greater than expected option and equity grants and holdings have little consistent association with future performance.

Abstract:
We examine a sample of firms that adopt "target ownership plans," under which managers are required to own a minimum amount of stock. We find that prior to plan adoption, such firms exhibit low managerial equity ownership and low stock price performance. Managerial equity ownership increases significantly in the two years following plan adoption. We also observe that excess accounting returns and stock returns are higher after the plan is adopted. Thus, for our sample of firms, the required increases in the level of managerial equity ownership result in improvements in firm performance.

Managerial ownership; Corporate governance; Financial performance

Abstract:
We examine a sample of firms that adopt "target ownership plans," under which managers are required to own a minimum amount of stock. We find that prior to plan adoption, such firms exhibit low managerial equity ownership and low stock price performance. Managerial equity ownership increases significantly in the two years following plan adoption. We also observe that excess accounting returns and stock returns are higher after the plan is adopted. Thus, for our sample of firms, the required increases in the level of managerial equity ownership result in improvements in firm performance.

Managerial ownership; Corporate governance; Financial performance

Abstract:
Proxy advisory and corporate governance rating firms play an increasingly important role in U.S. public markets. Proxy advisory firms provide voting recommendations to shareholders on proxy proposals and sometimes take an active role persuading management to change governance arrangements. Corporate governance rating firms provide indices to evaluate the effectiveness of a firm's governance and claim to be able to predict future performance, risk, and undesirable outcomes such as accounting restatements and shareholder litigation. We examine these claims for the commercial corporate governance ratings produced for 2005 by Audit Integrity, RiskMetrics (previously Institutional Shareholder Services), GovernanceMetrics International, and The Corporate Library. Our results indicate that the level of predictive validity for these ratings are well below the threshold necessary to support the bold claims made for them by these commercial firms. Moreover, we find no relation between the governance ratings provided by RiskMetrics with either their voting recommendations or the actual votes by shareholders on proxy proposals.

corporate governance, governance ratings

Abstract:
This study examines how executives' and lower-level employees' option exercise behavior affects firms' stock option grant cost estimates. Prior research suggests that option grant cost estimates are not materially different when calculated a using utility-based model or a risk-neutral model adjusted for historical exercise rates. This study shows, however, that estimates of exercise times are significantly improved when the model accounts for behavioral and economic determinants of option exercise such as the attainment of performance benchmarks, recent vesting, the intrinsic value of an employee's option portfolio, and employee rank. Hazard analysis of all executive and employee option grants within a proprietary sample of firms yields lower out-of-sample exercise timing prediction errors relative to utility-based models and estimates using historical exercise patterns. More importantly, option cost estimates are materially different when improved estimates of exercise times are used, which may have implications for financial reporting.

Option expense, employee option exercise, SFAS 123, stock option cost, survival analysis

Abstract:
This study examines some of the factors influencing the choice of performance measures in worker (non-management) incentive plans. Our sample consists of 607 incentive plans covering non-management employees and having a clear, pre-announced performance-payout link. We find that informativeness issues such as those addressed in economic theories are key factors in the selection of performance measures for worker incentive plans. However, we also find that other reasons for adopting the plan (i.e., promoting organizational change, improving the link between pay and firm performance, and upgrading the workforce) also play a role in performance measure choices, as do union representation and management participation in plan design. Moreover, the factors influencing the use of specific measures vary, suggesting that the aggregate performance measure classifications commonly used in compensation research, such as the comparison of financial versus non-financial metrics, provide somewhat misleading inferences regarding performance measurement choices.

performance measures, compensation plans, non-management employees

Abstract:
This study examines whether Chief Executive Officer (CEO) equity-based holdings and compensation provide incentives to manipulate accounting reports. While several prior studies have examined this important question, the empirical evidence is mixed and the existence of a link between CEO equity incentives and accounting irregularities remains an open question. Because inferences from prior studies may be confounded by assumptions inherent in research design choices, we use propensity-score matching and assess hidden (omitted variable) bias within a broader sample. In contrast to most prior research, we do not find evidence of a positive association between CEO equity incentives and accounting irregularities after matching CEOs on the observable characteristics of their contracting environments. Instead, we find some evidence that accounting irregularities occur less frequently at firms where CEOs have relatively higher levels of equity incentives.

equity incentives, accounting restatements, propensity score matching

Abstract:
This study investigates the relation between the use of compensation consultants and CEO pay levels. Using new proxy statement disclosures from 2,116 companies, we examine claims that pay is higher in clients of compensation consultants, and test whether any pay differences in users and non-users of consultants are due to differences in economic or corporate governance characteristics. We find that CEO pay is generally higher in clients of most consulting firms, even after controlling for economic determinants of compensation. However, when users and non-users are matched on both economic and governance characteristics, differences in pay levels are not statistically significant. These results are consistent with claims that compensation consultants provide a mechanism for CEOs of companies with weak governance to extract and justify excess pay. Finally, we find no support for claims that CEO pay is higher in conflicted consultants that also offer additional non-compensation related services.

corporate governance, executive compensation, compensation consultants

Abstract:
Traditional executive stock options are granted at fair market value on the grant date and vest over time. Although executive stock options are a popular compensation vehicle, they have received increasing criticism for providing inadequate incentives for executives to improve shareholder wealth. Critics of traditional options, together with a growing body of theoretical studies, call for the use of performance options that link option vesting or exercise to the achievement of performance targets. We examine the factors influencing the adoption and characteristics of performance (i.e., premium-priced and performance-vested) stock option grants to CEOs. We find some evidence that the characteristics of performance option grants (but not their adoption) are associated with the economic determinants identified in theoretical studies. However, many of the associations are opposite the predictions from the theoretical studies. We find stronger evidence that performance options are associated with exceptionally large option grants to CEOs of firms with weak governance structures and large pension fund holdings. Overall, our results are most consistent with the explanation that performance option grants are used to minimize criticism of controversial compensation decisions.

Stock options, premium stock options, performance-based vesting

Abstract:
Although stock options are commonly observed in chief executive officer (CEO) compensation contracts, there is theoretical controversy about whether stock options are part of the optimal contract. Using a sample of Fortune 500 companies, we solve an agency model calibrated to the company-specific data and we find that stock options are almost always part of the optimal contract. This result is robust to alternative assumptions about the level of CEO risk-aversion and the disutility associated with their effort. In a supplementary analysis, we solve for the optimal contract when there are no restrictions on the contract space. We find that the optimal contract (which is characterized as a state-contingent payoff to the CEO) typically has option-like features over the most probable range of outcomes.

Stock Options, Incentives, Agency Model

Abstract:
The purpose of this paper is to extend our understanding of theoretical agency considerations in the choice of compensation contracts by examining the use of performance-based compensation in professional service firms. We focus on compensation practices for physicians in medical group practices because this setting has several distinctive features that enhance our ability to study a wide variety of agency issues. Our sample covers 16,659 individual physicians in 778 practices. Consistent with agency theory, we find that the extent to which individual physicians are compensated using performance-based pay increases with the informativeness of standard clinical productivity measures. Monitoring serves as substitutes for performance-based compensation, but only in member-owned firms. The use of a common salary/bonus mix for all physicians is greater in smaller practices with little diversity in practice specialties. Member-owned firms also tend to use a common compensation mix when surgeons represent a greater proportion of members and when physicians staff hospitals, but tend to tailor the mix when there is greater variation in physician experience and in the amount of time physicians spend on non-clinical activities. Finally, equal-share arrangements tend to be used instead of salaries and/or bonuses in more technical practices where physicians have similar specialties and experience levels.

Abstract:
Most corporate governance research has focused on the behavior of executive officers, board members, institutional shareholders, and other similar parties. However, little research has focused on the impact of executives whose primary responsibility is to enforce and shape corporate governance inside the firm. This study examines the role of the General Counsel in restricting insider trading by corporate officers during the blackout window specified by corporate insider trading policies. We find that abnormal returns to trades within mandatory blackout windows are statistically higher than abnormal returns to trades outside such windows, by 15.48% over a 180-day period. However, when General Counsel approval is required to execute a trade, abnormal returns to trades within these windows are statistically lower than abnormal returns to trades outside these windows by 5.26% over a 180-day period. Thus, when given the authority, it appears the General Counsel can effectively limit the extent to which officers use their private information to extract rents from shareholders.

General Counsel, insider trading policies, corporate governance

Abstract:
Recent research argues that differences in the structure of top executive compensation plans and/or corporate culture explain cross-sectional variation in tax avoidance. However, this research does not link tax planning to the incentives of the specific executive managing the tax function in the firm. We use a proprietary data set with detailed executive compensation to examine the relation between the incentives of the tax director and the book-tax gap, financial and cash effective tax rates, and measures of tax aggressiveness. We find that the incentives of the tax director exhibit a strong negative relation with the financial effective tax rate, but little relation with the other tax attributes. We interpret these results as indicating that tax directors are provided with incentives to generate a favorable impact to the financial statements.

tax director incentives, effective tax rate, book-tax difference

Abstract:
A number of recent marketing studies examine the stock market’s response to the release of American Customer Satisfaction Index (ACSI) scores. The broad purpose of these studies is to investigate the stock market’s valuation of customer satisfaction. However, a key focus is on whether customer satisfaction information predicts long-run returns. We provide evidence on the market’s pricing of ACSI information using a more comprehensive set of well-established tests from the accounting and finance literatures. We find that ACSI scores provide some incremental information on future operating income and that the market quickly responds to the release of information on large increases in satisfaction. However, we find no evidence that ACSI predicts long-run returns. These results suggest that customer satisfaction information is value-relevant, but are also consistent with Jacobson and Mizik’s (2009) conclusion that mispricing of ACSI information, if present at all, is limited.

customer satisfaction

Abstract:
In 2007, corporate governance became a well-discussed topic in the business press. Newspapers produced detailed accounts of corporate fraud, accounting scandals, excessive compensation, and other perceived organizational failures—many of which culminated in lawsuits, resignations, and bankruptcy. Central to these stories was the assumption that somehow corporate governance was to blame. That is, there was a functional failure in the system of checks and balances established to prevent abuse by executives.

This case explores the various corporate governance systems that have been adopted in the United States and in various countries in Europe and Asia. The issues of control, director independence, auditor independence, dual-board versus unitary-board structure, comply-or-explain, and legislative versus market-driven solutions are explored. Readers are asked to evaluate what governance systems or elements they consider to be most effective. Plentiful examples--including Johnson & Johnson, BMW Group, Michelin, Heineken, Toyota, Samsung, Posco, PetroChina, Infosys, and many others - are used throughout as illustration.

Corporate Governance, control systems, Board of Directors, auditing

Abstract:
In 2007, there were three prominent corporate governance ratings firms - The Corporate Library (TCL), Governance Metrics International (GMI), and Institutional Shareholder Services (ISS). These firms assessed the effectiveness and deficiency of the governance systems of thousands of publicly traded companies. Although members of the investing public agreed that sound policies were important to protect the interest of shareholders from potentially self-interested managers, there were many questions around the usefulness of published governance ratings themselves. Questions ranged from whether a system of governance could be adequately summarized in a single, numerical score to what a high or low rating was supposed to indicate. Furthermore, allegations that ISS engaged in a conflict of interest by selling consulting services to companies on how to improve their ratings led some to question the objectivity of the ratings process.

Corporate Governance, Board of Directors, Performance Measurement

Abstract:
By 2007, executive compensation at U.S. companies had become an extremely contentious topic. Reports in the press of multi-million dollar pay packages - in the form of stock option exercises, severance packages, and retirement payouts - led to an outcry among many investors that compensation levels had gotten out of hand. Negative sentiments were highest against CEOs who received large severance payments despite the fact that the price of the company's stock had decreased substantially during their tenure. Corporate governance watchdogs dubbed such situations "pay for failure."

Critics of executive compensation levels advocated a series of actions to rein in pay. These included increased disclosure about previously obscure contract provisions for severance and retirement packages, urging shareholders to withhold votes from directors who approved excessive pay amounts, and the requirement that executive compensation packages be put before shareholders each year for an advisory vote. This last proposal, commonly referred to as “say on pay,” would give shareholders a direct voice (using the proxy voting procedures) for the first time on CEO compensation. Advocates of say on pay believed that the practice would put pressure on directors to justify proposed compensation amounts rather than rubber stamp pay packages proposed by boards and consultants. They also believed it would improve dialogue between shareholders and directors. Critics charged that the say-on-pay movement was politically motivated by activist investors and public pension funds who were trying to gain influence over matters that should be decided by elected board members. Average shareholders were left to consider what effects, if any, say on pay would have on compensation trends and whether it offered an innovative corporate control or an unnecessary distraction for CEOs and board members.

Executive Compensation, Board of Directors, Corporate Governance, shareholder voting

Abstract:
Key issues in the design of incentive plans include the choice of performance measures, the level of pay-performance sensitivity, and the use of individual versus group payouts. In addition, research suggests that implementation issues can also have significant effects on incentive plan outcomes. Using a sample of 462 worker (non-management) incentive plans, we examine a wide variety of measurement, contractual and implementation practices, and investigate their individual and joint effects on incentive plan outcomes. Despite the emphasis on performance measurement choices in past compensation studies, we find evidence that other contractual and implementation characteristics have equal or greater influence on plan outcomes, and that many of these features interact to impact performance in a non-linear fashion.

worker incentives; performance measurement; implementation of incentive plans

Abstract:
In 2007, Institutional Shareholder Services (ISS) was the largest proxy advisory company in the world, with over 1,700 institutional clients managing an estimated $25 trillion in equity securities. The ISS proxy advisory services were intended to give shareholders greater influence over the management and oversight of the companies they invested in. Over time, ISS increasingly found itself in a central position as an authoritative voice in the debate over shareholder rights. The position was a lucrative one for the company. Critics, however, wondered whether ISS's positions on important issues were the correct positions and whether it was beneficial to have one organization hold such influence over closely contested proxy contests.

Executive Compensation, Board of Directors, stock options, Corporate Governance, mergers & acquisitions

Abstract:
Berkshire Hathaway is known to many as the investment vehicle of Warren E. Buffett. To some extent, this reputation is well founded, given the investment success that the company has enjoyed under his leadership. Less attention, however, has been paid to the management success of Berkshire Hathaway.

By 2008, the array of companies that Berkshire Hathaway owned was unique in its diversity. It included insurance operations (GEICO, General Re, Berkshire Hathaway), manufactured housing (Clayton Homes), wholesale distribution (McLane), regulated gas and electric utilities (MidAmerican), and many specialty finance, manufacturing, service, and retail companies. Even more unique was the operating structure that the company employed to manage these operations. It was a model based on extreme decentralization of operating authority, with responsibility for business performance placed entirely in the hands of local managers. While many public corporations implemented strict controls and oversight mechanisms to ensure management performance and regulatory compliance, Berkshire Hathaway moved in the opposite direction. The company had only two main requirements for operating managers: submit financial statement information on a monthly basis and send free cash flow generated by operations to headquarters. Management was not required to meet with executives from corporate headquarters or participate in investor relations meetings; nor was it required to develop strategic plans, long-term operating targets, or financial projections. Instead, local managers were left to operate their businesses largely without supervision or corporate control. Vice Chairman Charles T. Munger described the Berkshire Hathaway system as “delegation just short of abdication.”

Many of the company's operating principles were in stark contrast to those generally employed by most public corporations. Company shareholders would have to decide for themselves whether these operating principles posed a risk to long-term performance or whether, contrary to expert opinion, they were a source of competitive advantage that could be sustained in the future.

(Note: This case reviews only the operating principles that govern Berkshire Hathaway. The company’s investment principles are not discussed, other than the extent to which they are based on a common philosophical approach).

Corporate Governance, Board of Directors, management controls, compensation, Risk Management, management

Abstract:
In 2003, the board of directors of GDF decided to initiate a thorough search process to replace its existing CEO. GDF Corp was a leader in the telecommunications industry, offering network equipment and enterprise solutions to a broad range of customers around the world. The company’s business came under pressure during the technology bust of 2001 and 2002. An interim CEO was brought in to stabilize the company, but by 2003 the board realized that it needed a new CEO to bring the business up to the level of performance that the board and shareholders expected. This case describes in detail the external search process used by GDF. It also describes in detail the three finalists for the position. Readers of the case are asked to decide who they would select as GDF’s new CEO. They are also asked to structure the executive’s compensation.

Board of Directors, CEO, compensation, Corporate Governance, labor market

Abstract:
By 2007, Gretchen Morgenson, assistant editor and columnist at The New York Times, had gained significant attention from business leaders, regulators, and academics for her coverage of a wide range of financial and governance issues. Morgenson wrote the majority of her articles about corporate malfeasance at the executive and board level, drawing attention to both prominent and lesser-known examples of misbehavior in corporate America. Not everyone, however, agreed with her depiction of and analytical approach to covering governance issues. Critics charged that, although many of the trends she pointed to were worthy of debate, her articles did not appropriately take a comprehensive view or acknowledge the broad implications of her positions. To some extent, Morgenson’s critics were as aggressive in their rebuttal as she was in her assertions. Outside observers were left to wonder whether the polemics employed by both parties helped to further a broad public understanding of the issues under debate or whether they instead fueled the rancor, leaving both sides impossibly divided over the role of shareholders and directors in corporate governance.

Board of Directors, shareholder voting, Corporate Governance, newspapers

Abstract:
Retail grocery sales represent a significant portion of the U.S. economy. The industry was highly competitive, with companies operating on low gross and net margins. As a result, grocery stores were generally under significant pressure to reduce their operating costs in order to maintain profitability. For the last several decades, the grocery industry grew roughly in line with gross domestic product and was considered a mature industry. In order for companies to succeed, they needed to find effective strategies to steal customers from competitors. Many sought to differentiate themselves through store format, store location, product mix, ancillary services, or quality of customer service. Strategies, however, could easily be imitated by competitors, putting grocery store chains under constant pressure to innovate and remain efficient. In general, growth also required the expansion into new store locations. Companies that failed to grow often went bankrupt or were acquired.

This case explores executive compensation at four retail grocery stores: Safeway, Kroger, Costco, and Whole Foods. Consideration is given to each company's strategy and market position and corporate governance structure. Readers of the case are asked to evaluate in a critical manner the appropriateness of each company's compensation strategy and compensation levels, given company performance.

Executive Compensation, Board of Directors, stock options, Corporate Governance, Performance Measurement, bonuses

Abstract:
In 2006, David Zucker, chief executive officer of Midway Games, came under fire for selling a significant amount of Midway stock just weeks before a precipitous decline in the company’s share price. One year later, Angelo Mozilo, chairman and chief executive officer of Countrywide Financial, also increased the pace of his stock sales in the months before troubles in the U.S. mortgage lending market led to a similar drop off in Countrywide’s share price. Both executives placed their trades through prearranged programs known as 10b5-1 plans. 10b5-1 plans, named after the Securities and Exchange Commission rule which led to their creation, provided a systematic method for corporate executives who were routinely in the possession of material nonpublic information to engage in the sale of company stock. When implemented appropriately, 10b5-1 plans provided a safe haven that shielded these individuals from liability under insider trading laws by demonstrating that certain safeguard conditions were in place at the time the trades were executed. However, the circumstances under which both executives carried out their programs led to an outcry from shareholders that the programs were being abused. Regulators and shareholders were left to decide whether the two men executed their 10b5-1 plans in good faith as required or whether their actions amounted to a sophisticated form of illegal insider trading.

Executive Compensation, Board of Directors, insider trading, Corporate Governance, stock options

Abstract:
In 2005, Relational Investors, a registered investment advisor, launched a proxy contest to gain two seats on the board of directors of Sovereign Bancorp. Relational accused Sovereign of operational mismanagement and poor corporate governance, representing a breach in fiduciary responsibility by the company's board of directors. Relational claimed that a board reconstitution was in the best interest of investors. Subsequently, Sovereign entered into a controversial three-way deal with Banco Santander Central Hispano of Spain, which thwarted Relational's efforts by diluting its ownership position and by giving Santander board seats and veto power over the removal of Sovereign's CEO. The case discusses the tactics used by Relational Investors to attempt to derail the Santander deal and the tactics used by Sovereign Bancorp to defend it.

activists, Corporate Governance

Abstract:
Eugene Isenberg, CEO of Nabors Industries, was listed in a 2006 Wall Street Journal article as one of the highest paid executives in the U.S. over the previous 14 years. He received this compensation as a result of a unique bonus arrangement and large stock option grants with several favorable features. At the same time, the strategy that he implemented for Nabors led to a remarkable financial turnaround as the company emerged from bankruptcy and expanded to become a global leader in the oilfield services industry. Readers of the case are asked to evaluate the structure of Isenberg's compensation agreement with Nabors Industries in light of the company's industry, strategy, and financial position. Particular consideration is paid to the total compensation, mix of compensation, performance measures, and other compensation terms.

Executive Compensation, Board of Directors, Performance Measurement, bonuses, Corporate Governance, Bankruptcy, stock options, bankruptcy reorganization

Abstract:
In January 2004, the Royal Dutch/Shell Group of Companies announced that it would reduce its estimate of proved oil reserves by nearly 4 billion barrels, or 20 percent. The announcement set off a series of events, including a drop in the company’s share price, internal and external investigations, and the resignation of several senior officers. During this period, details came to light about the sometimes bitter disputes among company officials over its reserve practices. Company officials had to decide what changes to make to restore public confidence in the organization.

Accounting, Board of Directors, Corporate Governance, management controls

Abstract:
In January 2004, the Royal Dutch/Shell Group of Companies announced that it would reduce its estimate of proved oil reserves by nearly 4 billion barrels, or 20 percent. The announcement set off a series of events, including a drop in the company’s share price, internal and external investigations, and the resignation of several senior officers. During this period, details came to light about the sometimes bitter disputes among company officials over its reserve practices. Company officials had to decide what changes to make to restore public confidence in the organization.

Accounting, Board of Directors, Corporate Governance, management controls

Abstract:
In the late 1990s, UtiliCorp United, a utility that owned natural gas and power assets in the Midwest and internationally, moved aggressively into the business of wholesale energy trading. The move came after Congress passed legislation that opened wholesale energy markets to competition, with the expectation that competition would reduce prices. Following the legislation, trading activity in these markets exploded, a trend which UtiliCorp participated in through its energy trading subsidiary Aquila Merchant Energy.

In recognition of the important role that energy trading was expected to play for the company going forward, UtiliCorp officially changed its name to Aquila in March 2002. At the same time, the board of directors awarded a discretionary bonus of $4.5 million to Chief Executive Officer Robert Green, “in recognition of his contribution in establishing and cultivating the merchant services business.” He had been on the job just three months, having succeeded his older brother Richard Green Jr. who remained chairman. Just months later, however, energy markets collapsed and the company reported major losses. As a result, Aquila announced that it would close its energy trading division and that Robert Green would resign as CEO. He would retain his bonus and also take with him a substantial and controversial severance package. This case explores the appropriateness of these payments, given the change in the company's strategic model and performance.

Executive Compensation, Board of Directors, bonuses, Corporate Governance, Performance Measurement

Abstract:
Following the revelation that the Royal Dutch/Shell Group of Companies had overstated its proved oil reserves by over 4 billion barrels, company officials announced dramatic changes to the company's organizational structure and governance system. These changes were intended to improve management oversight and long-term corporate performance. This case outlines those changes.

Accounting, Board of Directors, Corporate Governance, management controls

Abstract:
The discussion reinforces and expands on some of the fundamental issues about endogeneity raised by Chenhall and Moers (European Accounting Review, 2007, pp. 173-195). We focus on the econometric problems researchers encounter when investigating the performance effects of some endogenous firm choice. Our points are illustrated using the classic research question about the relation between managerial equity ownership and firm value. We consider cases where ownership is treated as an exogenous, endogenous and 'partially' endogenous variable. We argue treating ownership as an exogenous variable is seriously flawed. Unfortunately, when ownership is at least partially endogenous, it is necessary for empirical researchers to identify exogenous variables that are the determinants of the ownership choice. This calls for better theory to guide the empirical work.

Endogeneity, instrumental variables, managerial ownership

Abstract:
We examine the relation between the fees paid to auditors for audit and non-audit services and the choice of accrual measures for a large sample of firms. Using our pooled sample, we find that the ratio of non-audit fees to total fees has a positive relation with the absolute value of accruals similar to Frankel et al. (2002). However, using latent class mixture models to identify clusters of firms with a homogenous regression structure reveals that this positive association only occurs for about 8.5 percent of the sample. In contrast to the fee ratio results, we find consistent evidence of a negative relation between the level of fees (both audit and non-audit) paid to auditors and accruals (i.e., higher fees are associated with smaller accruals). The latent class analysis also indicates that this negative relation is strongest for client firms with weak governance. Overall, our results are most consistent with auditor behavior being constrained by the reputation effects associated with allowing clients to engage in unusual accrual choices.

Audit fees, auditor independence, accruals, corporate governance

Abstract:
Bens, Nagar, Skinner and Wong conclude that stock repurchase decisions are related to the impact of stock options on the ability of firms to meet historical EPS growth targets. Although this is a provocative conclusion, this interpretation is questionable because managers are assumed to be extremely myopic, the results are highly sensitive to the choice of EPS growth target, firms with a high P/E ratio produce results that are completely inconsistent with the research hypothesis, and alternative explanations that are unrelated to earnings management are not considered.

stock options, stock repurchase decisions

Abstract:
Hanlon, Rajgopal, and Shevlin conclude that grant of stock options to executives is associated with a positive impact on future operating performance. This discussion comment examines the impact of endogeneity, model structure, and the choice of a benchmark model on this conclusion. While some results indicate that there is a position relation between stock option grants and operating performance, alternative econometric approaches produce distinctly different results.

stock options, econometric methods

Abstract:
This short commentary responds to several issues raised in Zimmerman (2001). We address Zimmerman's criticisms that managerial accounting studies are purely descriptive, conducted without an underlying theory, and unguided by research hypotheses. We also discuss our views regarding the importance of practice-orientated research for understanding managerial accounting choices and for testing economic and non-economic theories. Finally, we highlight some of the new directions in the finance literature, and their relevance for managerial accounting research.

Abstract:
This paper applies a value-based management framework to critically review empirical research in managerial accounting. This framework enables us to place the exceptionally diverse set of managerial accounting studies from the past several decades into an integrated structure. Our synthesis highlights the many consistent results in prior research, identifies remaining gaps and inconsistencies, discusses common methodological and econometric problems, and suggests fruitful avenues for future managerial accounting research.

Abstract:
The objective of this paper is to foster research on recent innovations in performance measurement by providing a rich description of emerging measurement practices and suggesting directions for future research. Using survey data collected by consulting firms and government organizations, we examine three measurement trends: (1) economic value measures, (2) non-financial performance measures and the balanced scorecard, and (3) performance measurement initiatives in government agencies. Existing research on these topics is reviewed and research opportunities are highlighted.

Abstract:
We examine whether board and ownership structure variables explain the level of chief executive officer (CEO) compensation. After controlling for standard economic determinants (i.e., the firm's demand for a high-quality CEO, firm performance, and risk), we find that board and ownership structure variables explain a significant amount of cross-sectional variation in CEO compensation. We also find that the predicted component of compensation arising from these board and ownership structure characteristics has a significant negative relation with subsequent firm accounting performance. Overall, our analysis indicates that unusually large CEO compensation levels reflect managerial entrenchment or poor governance mechanisms, and that firms with more entrenched managers or poorer governance systems perform worse.