Advances in Social Behavior Research
Vol. 3, 01 March 2023
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Balancing Shareholder Rights vs. Managerial Authority by Loyalty Shares
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Abstract
The imbalance between shareholder rights and managerial authority can be regarded as the main reason for short-termism in corporate governance. So as to mitigate short-termism, a loyalty-share structure has been suggested to be an effective solution. By exploring the causes of short-termism, this essay focuses on how loyalty shares have effects on short-termism in business. Additionally, it evaluates potential risks of loyalty shares, including unfairness, unlimited dual-class share structure, loss of profits, and less liquidity. Finally, this essay demonstrates the assignment of loyalty shares can help to resolve the problem of short-termism derived from the imbalance between shareholder rights and managerial authority.
Keywords
loyalty shares., corporate governance, shareholder rights, managerial authority, short-termism
References
1. Graham J., Harvey C. and Rajgopal S. (2004) The Economic Implications of Corporate Financial Reporting. National Bureau of Economic Research, 40(1), 3-73.
2. Chen Y. and others (2015) Stock Liquidity and Managerial Short-Termism. Journal of Banking & Finance, 60, 44-59.
3. Gonzalez A. and André P. (2013) Board Effectiveness and Short Termism. Journal of Business Finance & Accounting, 41(1-2), 185-209.
4. Dallas L.L. (2012) Short-Termism, the Financial Crisis, and Corporate Governance. The Journal of Corporation Law, 37(2), 265.
5. Bolton P. and Samama F. (2013) Loyalty-Shares: Rewarding Long-Term Investors. Journal of Applied Corporate Finance, 25(3), 86-97.
6. Ponomareva Y. (2018) Balancing Control and Delegation: The Moderating Influence of Managerial Discretion on Performance Effects of Board Monitoring and CEO Human Capital. Journal of Management and Governance, 23(1), 195-225.
7. Mio C., Soerger Zaro E. and Fasan M. (2020) Are Loyalty Shares an Effective Antidote against Short‐termism? Empirical Evidence from Italy. Business Strategy and the Environment, 29(4), 1785-1796.
8. Delvoie J. and Clottens C. (2015) Accountability and Short-Termism: Some Notes on Loyalty Shares. Law and Financial Markets Review, 9(1), 19-28.
9. Keum D. (2020) Innovation, Short‐termism, and the Cost of Strong Corporate Governance. Strategic Management Journal 42(1), 3-29.
10. Benton R.A. (2016) Corporate Governance and Nested Authority: Cohesive Network Structure, Actor-Driven Mechanisms, and the Balance of Power in American Corporations. American Journal of Sociology, 122(3), 661-713.
11. Benton R.A. (2018) Brokerage and Closure in Corporate Control: Shifting Sources of Power for a Fractured Corporate Board Network. Organization Studies, 40(11), 1631-1656.
12. Pozen R.C. (2015) How to Curb Short-Termism in Corporate America. Business Economics, 50(1), 20-24.
13. Pernazza F. (2017) Fiat Chrysler Automobiles and the New Face of the Corporate Mobility in Europe. European Company and Financial Law Review, 14(1), 37-72.
14. Dallas L.L. and Barry J.M. (2015) Long-Term Shareholders and Time-Phased Voting. Journal of Corporate Law, 40(2), 541.
15. Bajo E. and others (2020) Bolstering Family Control: Evidence from Loyalty Shares. Journal of Corporate Finance, 65.
16. Blanche S., Hatchuel A. and Starkey K. (2020) Captains of Industry? Value Allocation and the Partnering Effect of Managerial Discretion. Management & Organizational History, 15(4), 295-314.
17. Johnston A., Segrestin B. and Hatchuel A. (2018) From Balanced Enterprise to Hostile Takeover: How the Law Forgot about Management. Legal Studies, 39(1), 75-97.
Data Availability
The datasets used and/or analyzed during the current study will be available from the authors upon reasonable request.
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- Volume Title
- Proceedings of the 3rd International Conference on Educational Innovation and Philosophical Inquiries (ICEIPI 2022), Part II
- ISBN (Print)
- 978-1-915371-09-6
- ISBN (Online)
- 978-1-915371-10-2
- Published Date
- 01 March 2023
- Series
- Lecture Notes in Education Psychology and Public Media
- ISSN (Print)
- 2753-7048
- ISSN (Online)
- 2753-7056
- DOI
- 10.54254/2753-7048/3/2022586
- Copyright
- © 2023 The Author(s)
- Open Access
- This article is an open access article distributed under the terms and conditions of the Creative Commons Attribution (CC BY) license, which permits unrestricted use, distribution, and reproduction in any medium, provided the original work is properly cited