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Trust and Shareholder Voting

Theory as well as empirical studies suggest that voting at annual general shareholder meetings (AGMs) creates value. Indeed, voting gives shareholders a final say on major company decisions, such as appointments to the board of directors and the approval of takeover offers. It also enables shareholders to show their support the current management or to disagree with the latter. It is then somewhat surprising that, on average, voter turnout at AGMs is only about 60%. Still, the average voter turnout varies across the world with a minimum of 41% for New Zealand and a maximum of 100% for Cyprus. Moreover, the average approval rates for management-initiated proposals vary between 84% and 100%.

In a study with Peter Limbach and Simon Lesmeister, we propose the level of trust in others that prevails in a country has an effect on shareholder voting and explains differences in voting patterns across countries. The economics literature (see e.g. Zak and Knack 2001) finds that trust increases e…
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How Acquisition Performance Affects the Market for Non-Executive Directors

In the United Kingdom, successive codes of best practice in corporate governance have highlighted the important role of outside or non-executive directors in ensuring that corporations are run for the benefit of their shareholders. While the first code of best practice, the 1992 Cadbury Report, recommended that there should be a sufficient number of non-executives on the board, the 2003 Higgs Report was much more prescriptive, recommending that there should be a majority of non-executives on the board (excluding the chairman). Similarly, U.S. regulation has been emphasizing the important role of independent or non-executive directors. More specifically, the NYSE and NASDAQ listing rules require companies to have a majority of independent directors. Despite many national regulators pushing for greater non-executive presence on boards, there are few academic studies finding evidence that a greater proportion of non-executives improve firm performance or value. Indeed, most studies do n…
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CORPORATE GOVERNANCE – MODULE OUTLINE

This module is intended for advanced undergraduates in business and management, accounting, finance, or economics, and Master students. The module is delivered over a total of 24 hours of lectures with a flexible format including traditional lectures, class discussions of the end-of-chapter questions in Goergen (2018) and the multiple choice questions (see below).  AIMS OF THE MODULE This module aims to introduce you to recent developments in the theory and practice of corporate governance. The module adopts an international perspective by comparing the main corporate governance systems across the world.  LEARNING OUTCOMES OF THE MODULE On completion of the module you should be able to: Evaluate the current state of corporate governance in an international context; describe differences in corporate control and managerial power across the world; assess the potential conflicts of interests that may arise in various corporate governance environments; critically evaluate the effectivene…
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Dos and Don'ts of Approaching a Potential PhD Supervisor

Similar to most academics, I get lots of unsolicited emails from potential PhD students asking me whether I would be willing to supervise them. Hence, I thought I should put together the Dos and Don'ts of doing this. DosDon'tsEmail only potential supervisors in your area of research.Email everybody in the department or school. Start your email with "Dear Sir or Madam".Specify a topic that is of interest to you. Be as specific as possible. Ideally, you should attach a detailed research proposal to your email.State that you want to do a PhD in an area as large and vague as e.g. finance. Write that, since the age of 5, it has been your dream to do a PhD. (I didn't know what a PhD was at that age!) This is not a great start.The choice of the university is an important consideration. So is identifying a suitable supervisor. Do your research by consulting staff profiles. Choose a supervisor who is research active in your field of interest.Email a potential supervisor …
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Corporate Governance Case Studies

These case studies can be done once you have read Part I of my textbook "Corporate Governance. A Global Perspective". I suggest you read all three chapters, with a particular focus on the third chapter.

If you are a lecturer, you may use these case studies in class to help your students understand the theoretical concepts discussed in Part I of the textbook. All the following case studies illustrate how the large shareholder in listed European and US companies manages to have strong control while holding much less ownership.

DGMT Plc

Oohh Danone - More than just a yoghurt

Google Inc. - Google has now been restructured and Larry Page and Sergey Brin's holdings are now in Alphabet Inc., the parent company of Google. However, the stylised facts about Google as uncovered by this case study still apply to Alphabet Inc.





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DMGT Plc - Not your typical UK Plc

I haven't posted any of these corporate governance case studies for a while. As the updated version of my corporate governance textbook is about to be published on 11 March 2018, I thought it was a good time to investigate the corporate governance of another interesting company. The company I have chosen is the Daily Mail and General Trust Plc (DMGT Plc), a UK company. This is a media company which owns a.o. the tabloid The Daily Mail and the free newspaper Metro. It also has a holding in Euromoney Institutional Plc and Zoopla.



I chose DMGT Plc as it is not your run-of-the-mill UK stock-market listed Plc. The typical example of a UK exchange-listed corporation would be a Plc with dispersed ownership and weak control (see Section 3.3 of my textbook International Corporate Governanceor its updated version Corporate Governance. A Global Perspective). This is what I call combination A in my textbook (see below figure).


It what follows, I shall be using the 2017 annual report of DMGT P…
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