Download Corporate Governance: Conflicts of Interest and Alternative Systems and more Slides Fundamentals of E-Commerce in PDF only on Docsity! 46 So this is what can go wrong... 46 STOCKHOLDERS Managers put their interests above stockholders Have little control over managers BONDHOLDERS Lend Money Bondholders can get ripped off FINANCIAL MARKETS SOCIETY Managers Delay bad news or provide misleading information Markets make mistakes and can over react Significant Social Costs Some costs cannot be traced to firm Docsity.com 47 TradiKonal corporate financial theory breaks down when ... 47 ¨ The interests/objecKves of the decision makers in the firm conflict with the interests of stockholders. ¨ Bondholders (Lenders) are not protected against expropriaKon by stockholders. ¨ Financial markets do not operate efficiently, and stock prices do not reflect the underlying value of the firm. ¨ Significant social costs can be created as a by-‐ product of stock price maximizaKon. Docsity.com 50 Choose a Different ObjecKve FuncKon 50 ¨ Firms can always focus on a different objecKve funcKon. Examples would include ¤ maximizing earnings ¤ maximizing revenues ¤ maximizing firm size ¤ maximizing market share ¤ maximizing EVA ¨ The key thing to remember is that these are intermediate objecKve funcKons. ¤ To the degree that they are correlated with the long term health and value of the company, they work well. ¤ To the degree that they do not, the firm can end up with a disaster Docsity.com 51 Maximize Stock Price, subject to .. 51 ¨ The strength of the stock price maximizaKon objecKve funcKon is its internal self correcKon mechanism. Excesses on any of the linkages lead, if unregulated, to counter acKons which reduce or eliminate these excesses ¨ In the context of our discussion, ¤ managers taking advantage of stockholders has led to a much more acKve market for corporate control. ¤ stockholders taking advantage of bondholders has led to bondholders protecKng themselves at the Kme of the issue. ¤ firms revealing incorrect or delayed informaKon to markets has led to markets becoming more “skepKcal” and “puniKve” ¤ firms creaKng social costs has led to more regulaKons, as well as investor and customer backlashes. Docsity.com 52 The Stockholder Backlash 52 ¨ AcKvist InsKtuKonal investors such as Calpers and the Lens Funds have become much more acKve in monitoring companies that they invest in and demanding changes in the way in which business is done. They have been joined by private equity funds like KKR and Blackstone. ¨ Individuals like Carl Icahn specialize in taking large posiKons in companies which they feel need to change their ways (Blockbuster, Time Warner and Motorola) and push for change ¨ At annual meeKngs, stockholders have taken to expressing their displeasure with incumbent management by voKng against their compensaKon contracts or their board of directors Docsity.com 55 Eisner’s concession: Disney’s Board in 2003 55 Board Members Occupation Reveta Bowers Head of school for the Center for Early Education, John Bryson CEO and Chairman of Con Edison Roy Disney Head of Disney Animation Michael Eisner CEO of Disney Judith Estrin CEO of Packet Design (an internet company) Stanley Gold CEO of Shamrock Holdings Robert Iger Chief Operating Officer, Disney Monica Lozano Chief Operation Officer, La Opinion (Spanish newspaper) George Mitchell Chairman of law firm (Verner, Liipfert, et al.) Thomas S. Murphy Ex-CEO, Capital Cities ABC Leo O’Donovan Professor of Theology, Georgetown University Sidney Poitier Actor, Writer and Director Robert A.M. Stern Senior Partner of Robert A.M. Stern Architects of New York Andrea L. Van de Kamp Chairman of Sotheby's West Coast Raymond L. Watson Chairman of Irvine Company (a real estate corporation) Gary L. Wilson Chairman of the board, Northwest Airlines. Docsity.com 56 Changes in corporate governance at Disney 56 ¨ Required at least two execuKve sessions of the board, without the CEO or other members of management present, each year. ¨ Created the posiKon of non-‐management presiding director, and appointed Senator George Mitchell to lead those execuKve sessions and assist in seung the work agenda of the board. ¨ Adopted a new and more rigorous definiKon of director independence. ¨ Required that a substanKal majority of the board be comprised of directors meeKng the new independence standards. ¨ Provided for a reducKon in commiCee size and the rotaKon of commiCee and chairmanship assignments among independent directors. ¨ Added new provisions for management succession planning and evaluaKons of both management and board performance ¨ Provided for enhanced conKnuing educaKon and training for board members. Docsity.com