Negative Net Worth of Manufacturing Companies: Corporate Governance and Industry Expectations
Transparent and effective corporate governance positively influences the financial stability of the company: it increases the investment attractiveness and reduces the costs of lending. For Russia, this problem is relatively new. And at the moment, corporate management in the manufacturing industry continues to be characterized by a high concentration of ownership and a combination of ownership and management functions. In this paper, using logistic regression we investigate the impact of corporate governance factors and industry expectations on a negative net worth of the companies in the period 2011–2015. The results showed, in particular, the probability of a negative company’s net worth is higher, the lower the index of business confidence in the industry; the presence of agency problem; the smaller the number of members in the board of directors; the higher ownership concentration; and, if company is not privately owned or joint-stock company in the manufacturing industry. Robustness of the coefficients of the final specification was confirmed.
This article discusses the objectives and challenges for corporate governance of SOEs in Russia, and provides an international perspective of the performance of SOEs as compared to privately owned companies. Recent trends in the policy and management of state property are described. The problems of corporate governance in Russia are described in an agency perspective, and survey evidence on corporate governance and transparency of Russian SOEs is provided. Particular attention is given to the legal construction of the state corporation. The final section on the performance effects of state ownership summarizes the key contributions in the international economic literature in this field.
The Working Paper examines the peculiarities of the Russian model of corporate governance and control in the banking sector. The study relies upon theoretical as well as applied research of corporate governance in Russian commercial banks featuring different forms of ownership. We focus on real interests of all stakeholders, namely bank and stock market regulators, bank owners, investors, top managers and other insiders. The Anglo-American concept of corporate governance, based on agency theory and implying outside investors’ control over banks through stock market, is found to bear limited relevance. We suggest some ways of overcoming the gap between formal institutions of governance and the real life.
The chapter describes the current state of corporate governance in Russia and the dynamics of recent years. Important features of the environment that affect corporate governance include weak legal institutions that lead to high private benefits to control, underdeveloped capital markets, high levels of ownership concentration and significant state involvement in business. In this situation, the main conflict of interest is not between a manager and a large number of dispersed shareholders, but between large and small shareholders, between different large shareholders, and between minority shareholders and managers/board members in state-owned companies. Many of these features are very similar to other emerging markets, but substantially different from conditions faced by firms in developed countries. Despite substantial improvement during the 2000s, the quality of corporate governance in Russia is still much lower than in developed countries, primarily because of the low quality of Russian institutions.
Procedure for the simulation of the advances in EGE from mathematics is considered. For some tasks the important predictors are obtained. The models of binary logistics regression and ordinal regression for the prediction of probabilities of solution of task are built.
The main purpose of this monograph is to identify the key factors of risk man- agement efficiency of firm, whose management is able to increase the investment attractiveness of the business in general, as well as the formation of an effective or- ganizational risk management model that allows, on the one hand - to provide reliable protection for companies against unexpected losses, on the other hand - to make a risk management tool for the creation of corporate value. This monograph presents the organization of risk management in accordance with the latest regulatory require- ments. In the monograph authors provide a developed methods for evaluating the effectiveness of existing mechanisms of risk management, based on a representative theoretical review of the scientific literature of leading researchers in the field of risk management and internal control. In addition, an algorithm for evaluating the econom- ic and investment efficiency of the risk management is given, that takes into account the existing methods of performance evaluation, as well as recommendations on the organization of internal compliance as a tool ensuring the consistency of individual and corporate interests of the company. Most of the conclusions and positions pre- sented in the book, confirmed by empirical calculations on the example of Russian and international companies.
In the paper some prominent features of a modern financial system are studied using the model of leverage dynamics. Asset securitization is considered as a major factor increasing aggregate debt and hence systems uncertainty and instability. A simple macrofinancial model includes a logistic equation of leverage dynamics that reveals origins of a financial bubble, thus corresponding closely to the Minsky financial instability hypothesis. Using ROA, ROE, and the interest rate as parameters, the model provides wide spectrum of leverage and default probability trajectories for the short and long run.
This paper aims at explaining the differences in valuation of banking firms in Russia through the impact of selected elements of corporate governance. We rely upon value-based management theory to test the hypothesis that expenses on corporate governance system create shareholder value. The price at which share stakes are acquired by strategic foreign investors is for us a criterion of market-proven value, so we use the standard valuation tool, i.e. price-to-book-value of equity (P/BV) multiple, as the dependent variable. The set of corporate governance parameters whose materiality for a would-be external investor we would like to test includes: the degree of concentration of ownership and control; maturity of corporate governing bodies; degree of Board independence; qualification of external auditors; stability of governing bodies (Management Board and Board of Directors); and availability of external credit ratings from the world’s leading rating agencies. We test our approach on a sample of acquisition deals and public offerings over the period 2004-2008 that we develop for the first time. Firstly, we find out which factors are statistically significant and relevant to a bank’s selling price. Secondly, a least squares multiple linear regression model is devised to check how each individual variable impacts the dependent variable. We discover that external investors attach value to high concentration of ownership, external credit rating coverage, stability of the Board of Directors, and involvement of well-established external auditors. Investors of a strategic nature tend to pay a higher acquisition premium. Independence of the Board of Directors might be perceived by external strategic investors as a disadvantage and might destroy shareholder value.
Despite a clear distinction in law between equity and debt, the results of such a categorization can be misleading. The growth of financial innovation in recent decades necessitates the allocation of control and cash-flow rights in a way that diverges from the classic understanding. Some of the financial instruments issued by companies, so-called hybrid instruments, fall into a grey area between debt and equity, forcing regulators to look beyond the legal form of an instrument to its practical substance. This innovative study, by emphasizing the agency relations and the property law claims embedded in the use of such unconventional instruments, analyses and discusses the governance regulation of hybrids in a way that is primarily functional, departing from more common approaches that focus on tax advantages and internal corporate control. The author assesses the role of hybrid instruments in the modern company, unveiling the costs and benefits of issuing these securities, recognizing and categorizing the different problem fields in which hybrids play an important role, and identifying legal and contracting solutions to governance and finance problems. The full-scale analysis compares the UK law dealing with hybrid instruments with the corresponding law of the most relevant US jurisdictions in relation to company law. The following issues, among many others, are raised:
– decisions under uncertainty when the risks of opportunism of the parties is very high;
− contract incompleteness and ex post conflicts;
− protection of convertible bondholders in mergers and acquisitions and in assets disposal;
− use of convertible bonds to reorganise and restructure a firm;
− timing of the conversion and the issuer’s call option;
− majority-minority conflict in venture capital financing;
− duty of loyalty;
− fiduciary duties to preference shareholders; and
− financial contract design for controlling the board’s power in exit events.
Throughout, the analysis includes discussion, comparison, and evaluation of statutory provisions, existing legal standards, and strategies for protection. It is unlikely that a more thorough or informative account exists of the complex regulatory problems created by hybrid financial instruments and of the different ways in which regulatory regimes have responded to the problems they raise. Because business parties in these jurisdictions have a lot of scope and a strong incentive to contract for their rights, this book will also be of uncommon practical value to corporate counsel and financial regulators as well as to interested academics.
The present article aims to analyze the degree of diffusion of modern international business ethics practices in Russian enterprises.