مقاله انگلیسی رایگان در مورد مقررات حاکمیت شرکتی موثر در عملکرد شرکت – الزویر ۲۰۱۸

Corporate accounting scandals in the early 2000s sparked major public and academic interest in corporate governance provisions to protect shareholders against abusive managerial conduct. A key issue for any given corporation is which provisions to adopt or avoid. The combinations of various corporate governance provisions such as, the presence of poison pills and/or a classified board, complement and substitute for each other as a bundle of related practices in a company’s governance mechanisms. For instance, more than 30 years ago, McDonald’s – the torchbearer of the U.S. restaurant industry – adopted and used a poison pill provision, which is a tactic to overcome an unwelcome takeover bid to make the company unattractive to the bidder and to avoid any hostile takeover. Many years later, McDonald’s remains a successful company that has been able to weather several storms pertaining to shareholder rights and corporate governance. Over the past two decades, the adoption of such corporate governance provisions was interpreted as weakening (or restricting) shareholder rights (Agrawal and Chadha, 2005). For example, the governance index (G-index) in Gompers et al. (2003), which consists of 24 such governance provisions, is negatively related to firm value. Other studies (e.g., Bebchuk et al., 2009; Brown and Caylor, 2006) employ governance indices that support the findings of Gompers et al. (2003) by analyzing the total count of governance provisions. However, more recent studies indicate that examining the total count of provisions usually fails to fully assess and observe firm performance; thus, such analyses are responsible for inferior firm performance. These studies contend that the use of aggregate indices of governance provisions masks the specific and directional impacts of a given subset of governance provisions on firms’ financial performance. Studies in this opposing camp (e.g., Misangyi and Acharya, 2014) claim that there are several different configurations of governance provisions that may indeed lead to superior financial performance. Some studies took a decisive step to resolve this issue by identifying configurations of firms that adopted certain governance provisions but avoided adopting others. Misangyi and Acharya (2014) established that it is not the score or the index of governance provisions that matters for firms’ financial performance. Rather, the combination or configuration of the strategic presence (adoption) of some and the absence (avoidance) of other provisions leads to superior or inferior firm performance. In other words, some configurations of provisions may enhance firm performance, while other combinations may lead to poor firm performance. This puzzling phenomenon is even more critical for firms in serviceoriented industries such as restaurants because their volatile financial structure leads to lasting effects of governance provisions on firm fi- nancial performance. For instance, those firms report varying degrees of earnings, retention rates, free cash flow, cash holdings, high levels of capital expenditure, and leverage on their books. This tangled financial nature of restaurant firms adversely affects the configuration of robust governance provision bundles causing those firms to have low liquidity and reduced possibilities for risk diversification with constricted ownership (Kizildag, 2015; Altin et al., 2016; Kizildag and Ozdemir, 2016; Madanoglu et al., 2012). Additionally, concentrating on a single industry eliminates cross-industry performance outcomes and allows for control of independent variables designed to “hold other things constant” (Bradley et al., 1998).