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Are the Seeds of Bad Governance Sown in Good Times?

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  • Antoinette Schoar
  • Ebonya L. Washington

Abstract

This paper examines the extent to which the corporate governance structure of a firm arises endogenously in response to its performance. We demonstrate that following periods of abnormally good performance, managers are more likely to call special meetings and to propose and pass governance measures that are contrary to shareholder interests (based on IRRC classification). These results are driven primarily by firms that are characterized as having poor governance according to either the GIM Index or the proportion of activist shareholders. Following these special meetings, we find that the next quarter performance of the firm is negative. Our results are consistent with an interpretation of shareholder inattention to governance following good firm performance or a desire to reward management for good past performance. Overall, our evidence seems more consistent with the former interpretation.

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Paper provided by National Bureau of Economic Research, Inc in its series NBER Working Papers with number 17061.

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Date of creation: May 2011
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Handle: RePEc:nbr:nberwo:17061

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  1. Akhmed Akhmedov & Ekaterina Zhuravskaya, 2004. "Opportunistic Political Cycles: Test in A Young Democracy Setting," The Quarterly Journal of Economics, MIT Press, vol. 119(4), pages 1301-1338, November.
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  3. Baker, Malcolm & Coval, Joshua & Stein, Jeremy C., 2007. "Corporate financing decisions when investors take the path of least resistance," Journal of Financial Economics, Elsevier, vol. 84(2), pages 266-298, May.
  4. Gary B. Gorton & Lixin Huang & Qiang Kang, 2009. "The Limitations of Stock Market Efficiency: Price Informativeness and CEO Turnover," NBER Working Papers 14944, National Bureau of Economic Research, Inc.
  5. Vicente Cuñat & Mireia Gine & Maria Guadalupe, 2012. "The Vote Is Cast: The Effect of Corporate Governance on Shareholder Value," Journal of Finance, American Finance Association, vol. 67(5), pages 1943-1977, October.
  6. Karpoff, Jonathan M. & Malatesta, Paul H. & Walkling, Ralph A., 1996. "Corporate governance and shareholder initiatives: Empirical evidence," Journal of Financial Economics, Elsevier, vol. 42(3), pages 365-395, November.
  7. Cargill, Thomas F & Hutchison, Michael M, 1991. "Political Business Cycles with Endogenous Election Timing: Evidence from Japan," The Review of Economics and Statistics, MIT Press, vol. 73(4), pages 733-39, November.
  8. Marianne Bertrand & Sendhil Mullainathan, 2001. "Are Ceos Rewarded For Luck? The Ones Without Principals Are," The Quarterly Journal of Economics, MIT Press, vol. 116(3), pages 901-932, August.
  9. David Yermack, 1996. "Good Timing: CEO Stock Option Awards and Company News Announcements," New York University, Leonard N. Stern School Finance Department Working Paper Seires 96-41, New York University, Leonard N. Stern School of Business-.
  10. Lucian A. Bebchuk & Alma Cohen & Charles C.Y. Wang, 2010. "Learning and the Disappearing Association Between Governance and Returns," NBER Working Papers 15912, National Bureau of Economic Research, Inc.
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