Category Archives: Corporate Governance

Corporate Culprits Receiving Covid Aid

Source: Philip Mattera and Mellissa Chang, Good Jobs First, September 2020

This new report combining data from Covid Stimulus Watch and Violation Tracker shows how many CARES Act recipients have a history of corporate misconduct.

More than 43,000 businesses and non-profit organizations that received CARES Act funds have a history of misconduct, collectively paying $13 billion to settle civil and criminal penalties over the last decade.

Together, the same companies received $57 billion in grants and $91 billion in loans through the federal economic stimulus bill passed by Congress to mitigate the economic fallout from the COVID-19 pandemic.

Among the violations are workplace safety issues, leading in one case to the death of a worker, flouting of environmental standards, wage theft and defrauding the federal government. They raise the question whether greater scrutiny should be given to how recipients are using taxpayer dollars.

Female leaders and board performance in member‐serving nonprofit organizations

Source: Lauren Dula, Jill Nicholson‐Crotty, Beth Gazley, Volume 30, Issue 4, Summer 2020
(subscription required)

From the abstract:
Despite an active stream of “good governance” research, there is not yet much nonprofit scholarship examining how the gender composition of a board or its leadership relates to board performance. This article helps to fill this gap, focusing on the governance practices of US‐based nonprofits serving a domestic or international membership. A structural equation model finds that the presence of female leaders relates to the performance of nonprofit boards both directly and indirectly through these leaders’ presumed influence on board characteristics and operation. This research advances the field by empirically testing a longstanding theory that board performance is both multidimensional and contingent on the market and labor environment, organizational capacity and other characteristics—in this case, gender dynamics. We find there are some positive relationships between female board leadership and clearly defined measures of board performance. These findings also suggest that a strategy to balance a board’s gender may serve many nonprofits, but gender representation works in tandem with other board characteristics.

Managing the Conflicting Interests of Workers and Shareholders: Evidence from Pension-Assumption Manipulations

Source: J. Adam Cobb, ILR Review, Volume: 72 issue: 3, May 2019
(subscription required)

From the abstract:
Whereas research on corporate governance typically attends to the conflicting interests between shareholders and executives, in practice executives must frequently adjudicate the demands of multiple stakeholders. To investigate how executives cope with the divergent interests of workers and shareholders, the author examines how much firms claim they will earn on the assets in their defined benefit (DB) pension plans. In a DB arrangement, employees forgo wages in the present in order to receive postretirement income, and they rely on executives to properly fund and manage plan assets. Executives, however, can increase the amount they expect the firm to earn on plan assets, which increases firm earnings in the current period but may undermine workers’ retirement security if expectations do not match actual returns over time. The author shows that the influence and interests of employees and shareholders as well as the decision-making schemas of the CEO affect whether executives exercise this discretion.

The Political Strategies and Unity of the American Corporate Inner Circle: Evidence from Political Donations, 1982-2000

Source: Jennifer A Heerwig, Joshua Murray, Social Problems, Advance Access, August 21 2018

From the abstract:
Recent work has offered competing explanations for the long-term evolution of corporate political action in the United States. In one, scholars have theorized that long-term structural changes in the American political and economic landscape may have radically transformed inter-corporate network structures and changed the political orientation of corporate elites. In another, a small group of corporate elites continues to dominate government policy by advocating for class-wide interests through occupying key positions in government and policy planning groups. We offer new evidence of patterns in and predictors of political strategies among the nation’s elite corporate directors. We utilize an original dataset (the Longitudinal Elite Contributor Database) linked with registries of corporate directors and their board memberships. We ask: (1) has the political activity, unity, or pragmatism of the corporate elite declined since 1982; and (2) are individuals who direct multiple firms more pragmatic in their political action? Evidence suggests that corporate elites are more politically active and unified, and continue to exercise pragmatic political strategies vis-à-vis their campaign donations. Using random- and fixed-effects models, we present evidence to suggest that becoming a member of the inner circle has a significant moderating effect on elite political behavior. We offer an alternative mechanism of elite coordination that may help explain the continued political cohesion of the corporate elite.

Curbing Stock Buybacks: A Crucial Step to Raising Worker Pay and Reducing Inequality — An Analysis of Three Industries — Restaurant, Retail, and Food Manufacturing

Source: Irene Tung and Katy Milani, National Employment Law Project (NELP) and the Roosevelt Institute, July 2018

From the summary:
In a joint publication of the National Employment Law Project (NELP) and the Roosevelt Institute, Irene Tung and Katy Milani expose the extent of stock buyback spending across the U.S. economy from 2015 to 2017—finding that companies spent almost 60 percent of net profits on buybacks. At a time of growing economic inequality, with millions of workers in low-wage industries struggling to make ends meet, that is money that corporations could instead use to improve worker pay.

This report is a crucial addition to any effort to address today’s high-profit, low-wage economy, in which corporate executives and shareholders extract value from corporations rather than creating a cycle of continuous productivity growth, through which workers, consumers, and the economy at large benefit.

One of the primary strategies used to extract profits up and out of companies is the stock buyback—a practice in which corporations repurchase their own stocks from the open market to artificially drive up share prices. Stock buybacks greatly benefit corporate executives, but they leave companies with fewer resources available to invest in workers, business expansion, and long-term economic growth.

By highlighting three core industries—restaurant, retail, and food manufacturing, in which millions of our nation’s workers struggle to make ends meet in low-wage, economically insecure jobs—Tung and Milani demonstrate how workers, and thus the economy at large, could benefit if CEOs chose to redirect money spent on stock buybacks toward worker compensation.

Key findings from the report include:
– The restaurant industry spent more on stock buybacks than it made in profits, funding buybacks through debt and cash reserves. Buybacks totaled 136.5 percent of net profits.
– Companies in the retail and food manufacturing industries spent 79.2 percent and 58.2 percent, respectively, of their net profits on share buybacks.
– McDonald’s could pay all of its 1.9 million workers almost $4,000 more a year if the company redirected the money it spends on buybacks to workers’ paychecks instead.
– If Starbucks reallocated money from share repurchases to compensation, every worker could get a $7,000 raise.
– With the money currently spent on buybacks, Lowes, CVS, and Home Depot could give each of their workers raises of at least $18,000 a year.

Relate:Are Stock Buybacks Starving the Economy?
Source: Annie Lowrey, The Atlantic, July 31, 2018

A new report finds that big companies could have given their workers thousands of dollars’ worth of raises with the money they spent on their own shares.

Shareholder Bargaining Power, Debt Overhang, and Investment

Source: Emmanuel Alanis, Sudheer Chava, Praveen Kumar, The Review of Corporate Finance Studies, Early View, Published: 21 July 2018
(subscription required)

From the abstract:
Using a dynamic model of strategic bargaining between equity and debt holders following default, we analyze the impact of shareholder bargaining power and debt overhang on optimal investment and strategic default. Our empirical tests utilize a new measure of the debt overhang wedge based on default probabilities generated from a hazard model for bankruptcy. Consistent with the theoretical predictions, bondholder (shareholder) ownership concentration ceteris paribus enhances (weakens) the overhang wedge and dampens (increases) capital investment. We identify novel ownership-structure-related factors in firm-level capital investment and document how post-default shareholder bargaining power alleviates the underinvestment problem caused by debt overhang.

The Dark Side of the “World’s Most Admired” Companies

Source: Neil Gordon, Project On Government Oversight (POGO), January 26, 2018

Fortune magazine recently released its 2018 list of the World’s Most Admired Companies. From a pool of roughly 1,500 candidates, Fortune picked the 50 “best-regarded companies in 52 industries.” Apple topped the list for the eleventh year straight. General Electric plummeted in the last year from number 7 to number 30. Lockheed Martin and Adidas both cracked the top 50 for the first time.

Of course, Fortune’s ranking is somewhat skewed and self-serving. It is based on a survey of corporate executives and financial analysts. “Admiration” is measured according to criteria that emphasize companies’ financial shape over their track record of integrity and business ethics.

So, we took it upon ourselves to document the dark side of the world’s 50 most admired companies. Ten of the companies are in our Federal Contractor Misconduct Database (FCMD), which includes civil, criminal, and administrative misconduct instances dating back to 1995 for 220 of the federal government’s largest contractors. All but 3 of the top 50 are in Good Jobs First’s Violation Tracker corporate misconduct database, which includes enforcement data from the federal regulatory agencies and the Justice Department dating back to 2000 for over 2,800 companies. Both databases show that most of the companies have multiple instances of misconduct for which they paid millions of dollars in fines, penalties, judgments, and settlements…..

Debt as Threat: Evidence from Union-Sponsored Shareholder Proposals

Source: Alberta Di Giuli, Arthur Petit-Romec, Last revised: December 22, 2017

From the abstract:
This paper uses data on shareholder proposals to study how leverage affects the interaction between firms and labor unions. We find a negative association between financial leverage and shareholder proposals sponsored by unions. Our results are consistent with the idea that capital structure affects labor unions’ behavior and suggest that debt deters labor unions from engaging in negotiation tactics. Additional tests indicate that the negative association between debt and union proposals is driven by governance proposals and more pronounced in firms in poorer financial condition. Our results also suggest that union proposals in firms with low level of debt are value destroying.

How to explore networks and entity metadata in the Offshore Leaks Database

Source: Cecile S. Gallego, International Consortium of Investigative Journalists blog, January 16, 2018

This is the second part of a three-part series on ways to search our Offshore Leaks Database that now includes more than 680,000 entities from 55 secrecy jurisdictions. The first installment was How to search the Offshore Leaks Database by location.

The Offshore Leaks database displays networks of entities and individuals that can be challenging to navigate. Here are a few tips on how to make sense of those networks and all the information you can get out of the data we have made public.

The 2017 CPA-Zicklin Index of Corporate Political Disclosure and Accountability – Sustained Growth Among S&P 500 Companies Signals Commitment to Political Disclosure and Accountability

Source: Bruce F. Freed, Center for Political Accountability (CPA), September 26, 2017

The CPA-Zicklin Index benchmarks the political disclosure and accountability policies and practices of leading U.S. public companies. Issued annually, it is produced by the Center for Political Accountability in conjunction with the Zicklin Center for Business Ethics Research at The Wharton School at the University of Pennsylvania.

The indicators used to score companies are available here, and the detailed Scoring Guidelines can be downloaded here. To see the raw data used to compile this report, see this spreadsheet.

Related:
Your favorite companies may be political black boxes
Source: Lateshia Beachum, Center for Public Integrity, September 26, 2017