Announcements

The mission of the IRRC Institute is to provide thought leadership at the intersection of corporate responsibility and the informational needs of investors. While the Institute is a relatively new non-profit organization, formed with the proceeds of the sale of the Investor Responsibility Research Center in 2006, it continues the tradition and standards of objective research for which IRRC has been known since 1972. For more information, please see www.irrcinstitute.org.


Table of Contents

A Reexamination of Tunneling and Business Groups: New Data and New Methods

Jordan I. Siegel, Harvard Business School
Prithwiraj Choudhury, Harvard Business School

The Cost Effectiveness of the Private-Sector Resolution of Failed Bank Assets

Rosalind L. Bennett, FDIC
Haluk Unal, University of Maryland - Robert H. Smith School of Business

How Much Did Banks Pay to Become Too-Big-To-Fail and to Become Systemically Important?

Julapa Jagtiani, Federal Reserve Banks - Federal Reserve Bank of Philadelphia
Elijah Brewer, DePaul University - Department of Finance, Federal Reserve Bank of Chicago

Risk and the Corporate Structure of Banks

Giovanni Dell’Ariccia, affiliation not provided to SSRN

Venture Capital and Internationalization

Tereza Tykvova, Centre for European Economic Research (ZEW) - International Finance and Financial Management
Andrea Schertler, University of Kiel


CORPORATE GOVERNANCE: GOVERNANCE OF SPECIAL TYPES OF FIRMS eJOURNAL
Sponsored by IRRC Institute

"A Reexamination of Tunneling and Business Groups: New Data and New Methods" Free Download
Harvard Business School Strategy Unit Working Paper No. 10-072

JORDAN I. SIEGEL, Harvard Business School
Email:
PRITHWIRAJ CHOUDHURY, Harvard Business School
Email:

The last decade of corporate governance research has been focused in large part on identifying what leads to superior or deficient corporate governance in emerging economies, and we think the conventional wisdom about the economically important topics of tunneling and business groups will need to be significantly questioned and reformulated in light of new findings, data, and methodology presented here. We propose the idea that firms’ corporate governance and firms’ strategic business activities within an industry are interlinked, and that only by conducting a simultaneous economic analysis of business strategy and corporate governance can scholars fully discern the quality of a firm’s governance. We advance this idea by taking a fresh look at one of the most rigorous extant methodologies for detecting “tunneling,� or efforts by firms’ controlling owner-managers to take money for themselves at the expense of minority shareholders. We show that efforts to discern which firms have superior or deficient corporate governance in the important emerging economy of India turn critically on whether one does a simultaneous economic analysis of business strategy and corporate governance. We find in contrast to prior views that Indian business groups are not, on average, engaging in tunneling, but are on average exhibiting good corporate governance, especially in light of the markedly different business strategies they typically undertake. Moreover, unlike many past conceptions of business groups from financial economics, sociology, and strategy, we find evidence for a knowledge-based “recombinative capabilities� view of business groups - that such groups have done the most to invest in R&D and other skills necessary to combine inputs in ways that lead to greater added value. Moreover, our finding that Indian business groups have grown larger and more diversified since liberalization and since broad-based corporate governance reforms were implemented, goes expressly against the prediction of prior schools of thought about business groups.

"The Cost Effectiveness of the Private-Sector Resolution of Failed Bank Assets" Free Download
FDIC Center for Financial Research Working Paper No. 2009-11

ROSALIND L. BENNETT, FDIC
Email:
HALUK UNAL, University of Maryland - Robert H. Smith School of Business
Email:

In this paper, we examine how the cost of resolving bank failures differs between an FDIC liquidation and a private-sector resolution where the assets remain in the banking system. Our findings show that private-sector resolutions do not deliver the expected cost-savings prior to the passage of the Federal Deposit Insurance Corporation Improvement Act (FDICIA) of 1991. We obtain this result when we control for the selection bias that arises from the resolution process. In contrast, during the post-FDICIA period, we observe that private-sector resolutions yield significant cost savings over FDIC liquidations. We also find that the direct costs are lower for private-sector resolutions over the sample period. We derive these results from a sample that spans all failures between 1986 and 2007.

"How Much Did Banks Pay to Become Too-Big-To-Fail and to Become Systemically Important?" Free Download
FRB of Philadelphia Working Paper No. 09-34

JULAPA JAGTIANI, Federal Reserve Banks - Federal Reserve Bank of Philadelphia
Email:
ELIJAH BREWER, DePaul University - Department of Finance, Federal Reserve Bank of Chicago
Email:

This paper estimates the value of the too-big-to-fail (TBTF) subsidy. Using data from the merger boom of 1991-2004, we find that banking organizations were willing to pay an added premium for mergers that would put them over the asset sizes that are commonly viewed as the thresholds for being TBTF. We estimate at least $14 billion in added premiums for the eight merger deals that brought the organizations to over $100 billion in assets. In addition, we find that both the stock and bond markets reacted positively to these deals. Our estimated TBTF subsidy is large enough to create serious concern, since recent assisted mergers have allowed TBTF organizations to become even bigger and for nonbanks to become part of TBTF banking organizations, thus extending the TBTF subsidy beyond banking.

"Risk and the Corporate Structure of Banks" Free Download
IMF Working Paper No. 10/40

GIOVANNI DELL’ARICCIA, affiliation not provided to SSRN

We identify different sources of risk as important determinants of banks' corporate structures when expanding into new markets. Subsidiary-based corporate structures benefit from greater protection against economic risk because of affiliate-level limited liability, but are more exposed to the risk of capital expropriation than are branches. Thus, branch-based structures are preferred to subsidiary-based structures when expropriation risk is high relative to economic risk, and vice versa. Greater cross-country risk correlation and more accurate pricing of risk by investors reduce the differences between the two structures. Furthermore, the corporate structure affects bank risk taking and affiliate size.

"Venture Capital and Internationalization" Free Download
ZEW - Centre for European Economic Research Discussion Paper No. 09-055

TEREZA TYKVOVA, Centre for European Economic Research (ZEW) - International Finance and Financial Management
Email:
ANDREA SCHERTLER, University of Kiel
Email:

In the period 2000-2008, more than one third of venture capital-backed companies worldwide received financing from venture capitalists that were not located in the same country as these companies. This paper offers a comprehensive description of how microeconomic as well as macroeconomic factors, which likely affect the availability and profitability of investment opportunities at home and abroad, influence the internationalization patterns. To carry out this comprehensive description, we study the effects these factors have on internationalization patterns from four different perspectives. First, from the perspective of a venture capitalist we analyze its cross-border and domestic deals. Second, from the perspective of the portfolio company we investigate the likelihood that a foreign venture capitalist participates in a particular deal. Third, from the perspective of the portfolio companies’ country we examine the number of cross-border deals in this country. Fourth, in a bilateral country setting, in which we combine the macroeconomic factors of the venture capitalists’ and the portfolio companies’ countries, we focus on the number of cross-border venture capital deals between these two countries. Our analyses from these four different perspectives provide a core understanding of the factors that drive internationalization within venture capital industries from different angles. To fulfill this task, we use a new dataset on worldwide venture capital investments. The key results from our four perspective analysis can be summarized as follows: domestically experienced venture capitalists seem to be able to exploit the advantages from internationalization more effectively than their less experienced counterparts. Foreign venture capitalists are more likely to participate in larger deals, especially when the portfolio company is located in a small country. Another finding is that companies from the IT, machinery, and biotech sectors are more likely to be financed by foreign venture capitalists than companies in other industries. Internationalization patterns are shaped not only by the characteristics of the venture capitalist, the portfolio company and the deal, but also by macroeconomic factors. Countries with higher expected economic growth, in which more promising investment opportunities for venture capitalists are likely to be generated, stimulate venture capital activity from domestic as well as foreign venture capitalists. A higher stock market capitalization encourages domestic venture capitalists to invest more both at home and abroad.

^top

Solicitation of Abstracts

This eJournal distributes working and accepted paper abstracts that deal with the governance of special types of firms. The journal welcomes research with a focus on using tools and methods from accounting, economics, finance, law, management, sociology and psychology to study how specific types of firms are governed. Topics of interest include, but are not limited to, conglomerates and business groups, firms separating cash flow and voting rights, closely held companies, family firms, firms with a controlling shareholder, firms with dispersed ownership, partnerships, business trusts, non-profit firms, employee-owned firms, banks, private equity firms, hedge funds, and governmental and semi-governmental firms.

Authors submitting their work to the CGN network should submit it to no more than two CGN eJournals. In particular, they should submit it to no more than one "methodological" CGN eJournal (CG & Accounting; CG & Economics; CG & Finance; CG & Law; CG & Management; CG & Sociology or Psychology; CG Educator; CG Practice Series), and should submit it to no more than one of the "sub-field" journals (Acquisitions, Mergers, Contests for Control, & Activism; Actors & Players; Arrangements & Laws; Bankruptcy, Financial Distress, & Reorganization; Capital Raising, Investments, Distributions, & Market Trading; Comparative; Compensation of Executives & Directors; Economic Consequences, History, Development, & Methodology; Disclosure, Internal Control, & Risk-Management; Governance, Organization, & Processes; Governance of Special Types of Firms; International/Non-US; or Social Responsibility & Social Impact).

To submit your research to SSRN, log in to the SSRN User HeadQuarters, and click on the My Papers link on the left menu, and then click on Start New Submission at the top of the page.

Distribution Services

If your organization is interested in increasing readership for its research by starting a Research Paper Series, or sponsoring a Subject Matter eJournal, please email: RPS@SSRN.com

Distributed by:

Corporate Governance Network (CGN), a division of Social Science Electronic Publishing (SSEP) and Social Science Research Network (SSRN)

Advisory Board

Corporate Governance: Governance of Special Types of Firms eJournal

PATRICK BOLTON
Barbara and David Zalaznick Professor of Business, Columbia Business School - Department of Economics

BRIAN R. CHEFFINS
S.J. Berwin Professor of Corporate Law, University of Cambridge - Faculty of Law, Fellow, European Corporate Governance Institute (ECGI)

JOHN C. COFFEE
Adolf A. Berle Professor of Law and Director of the Center on Corporate Governance, Columbia Law School, Fellow, European Corporate Governance Institute (ECGI), Fellow, American Academy of Arts & Sciences

JULIAN R. FRANKS
Professor of Finance, London Business School, Fellow, Centre for Economic Policy Research (CEPR), Fellow, European Corporate Governance Institute (ECGI)

HENRY HANSMANN
Augustus E. Lines Professor of Law, Yale Law School, Fellow, European Corporate Governance Institute (ECGI)

OLIVER HART
Andrew E. Furer Professor of Economics, Harvard University - Department of Economics, National Bureau of Economic Research (NBER)

BENGT R. HOLMSTRÖM
Paul A. Samuelson Professor of Economics, Massachusetts Institute of Technology (MIT) - Department of Economics, National Bureau of Economic Research (NBER), European Corporate Governance Institute (ECGI)

KLAUS J. HOPT
Director (em.), Max Planck Institute of Foreign Private and Private International Law, European Corporate Governance Institute (ECGI)

MICHAEL C. JENSEN
Jesse Isidor Straus Professor of Business Administration, Emeritus, Harvard Business School, Co-Founder, Chairman, Managing Director and Integrity Czar, Social Science Electronic Publishing (SSEP), Inc.

HIDEKI KANDA
Professor of Law, University of Tokyo - Graduate School of Law and Politics

STEVEN N. KAPLAN
Neubauer Family Professor of Entrepreneurship and Finance, University of Chicago - Booth School of Business, National Bureau of Economic Research (NBER)

RAKESH KHURANA
Marvin Bower Professor of Leadership Development, Harvard Business School

DAVID F. LARCKER
James Irvin Miller Professor of Accounting, Stanford University - Graduate School of Business

CHRISTIAN LEUZ
J. Sondheimer Professor of International Economics, Finance and Accounting, University of Chicago - Booth School of Business, Research Associate, National Bureau of Economic Research (NBER), Research Associate, European Corporate Governance Institute (ECGI), Fellow, University of Pennsylvania - Wharton Financial Institutions Center

MARCO PAGANO
Professor of Economics, University of Naples Federico II - Department of Economics, Fellow, Centre for Economic Policy Research (CEPR), Fellow, European Corporate Governance Institute (ECGI)

RAGHURAM G. RAJAN
Eric J. Gleacher Distinguished Service Professor of Finance, University of Chicago - Booth School of Business, International Monetary Fund (IMF), National Bureau of Economic Research (NBER)

ROBERTA ROMANO
Oscar M. Ruebhausen Professor of Law, Yale Law School, National Bureau of Economic Research (NBER), Fellow, European Corporate Governance Institute (ECGI)

ANDREI SHLEIFER
Professor of Economics, Harvard University - Department of Economics, Fellow, National Bureau of Economic Research (NBER), Fellow, European Corporate Governance Institute (ECGI)

LAURA T. STARKS
Charles E. and Sarah M. Seay Regents Chair in Finance, University of Texas at Austin - Department of Finance

RENE M. STULZ
Everett D. Reese Chair of Banking and Monetary Economics, Ohio State University - Department of Finance, National Bureau of Economic Research (NBER), Fellow, European Corporate Governance Institute (ECGI)

JEAN TIROLE
Scientific Director, University of Toulouse 1 - Industrial Economic Institute (IDEI), University of Toulouse 1 - Groupe de Recherche en Economie Mathématique et Quantitative (GREMAQ), Fellow, Centre for Economic Policy Research (CEPR)

LUIGI ZINGALES
Robert C. McCormack Professor of Entrepreneurship and Finance and David G. Booth Faculty Fellow, University of Chicago Booth School of Business, National Bureau of Economic Research (NBER), Fellow, Centre for Economic Policy Research (CEPR), University of Chicago - Polsky Center for Entrepreneurship, Fellow, European Corporate Governance Institute (ECGI)