14th Annual Drexel Corporate Governance Conference

14th Annual Drexel Corporate Governance Conference

Thursday, 15 April 2021 | 12:00 – 14:20 EDT (18:00 – 20:20 CEST)

Friday, 16 April 2021 | 12:00 – 14:00 EDT (18:00 – 20:00 CEST)

Organised by

Michelle Lowry (Drexel University and ECGI)

About this event

Since 2008, the Annual Corporate Governance Conference at Drexel University, hosted by the Gupta Governance Institute, has highlighted top academic research. The research is accepted for the conference when it is in its early stages and much of it is subsequently published in the most highly regarded research journals. Within a decade, the conference has had 84% of presented papers subsequently published (64% in top 3 journals) and it has become a key event of the finance research calendar.

The conference features theoretical and empirical research related to corporate governance. It includes, but is not restricted to, topics such as Boards of Directors, compensation, shareholder activism, mergers, debt as a form of governance, ESG-related issues, political influences on governance, and more. The programme committee, which includes a number of ECGI Research Members, comprises: Renee Adams; Jeffrey Coles; Diane Del Guerico; David Denis; Diane Denis; Laura Field; Nick Gantchev; Todd Gormley; Tom Griffin; Jarrad Harford; Peter Iliev; Wei Jiang; Dalida Kadyrzanova; Jonathan Karpoff; Nadya Malenko; Kevin Murphy; Lalitha Naveen; Micah Officer; Gordon Phillips; Anil Shivdasani; Anh Tran; Michael S. Weisbach; Jared Wilson; Tracie Woidtke; Yuhai Xuan; Ke Yang; and David L. Yermack.

The conference is organised by Michelle Lowry, TD Bank Endowed Professor of Finance, Academic Director of the Gupta Governance Institute, Associate Editor of the Journal of Financial Economics, and ECGI Research Member. ECGI is honoured to be associated with this event in 2021.

Wharton Research Data Services generously provides sponsorship for the conference, including offering a $1,000 best paper prize which will be voted on during the conference.

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Climate Standards and Enterprise Value

Climate Standards and Enterprise Value

Thursday, 15 April 2021 | 14:00 – 15:00 BST (15:00 – 16:00 CEST | 09:00 – 10:00 EDT)

About the event

This online event discussed the guiding principles of international sustainability standards based on enterprise value where Lucrezia Reichlin, Professor of Economics at the London Business School, was joined by the former Governor of the Bank of England, Mark CarneyElias Papaioannou, co-Academic Director of the Wheeler Institute and Economics Professor at London Business School hosted the discussion.

The event underlined the importance for the public interest of reporting standards that address enterprise value, which captures expected value creation for investors in the short, medium and long term and is interdependent with value creation for society and the environment, noting that sustainability standards should focus on information that is material to the decisions of investors, lenders and other creditors.
Mark Carney is currently the UK Prime Minister’s Finance Adviser for COP26 and UN Special Envoy for Climate Action and Finance. This role focuses on embedding climate into every finance decision and creating a more sustainable financial system to support the path to net zero. Mark was previously Governor of the Bank of England from 2013 to 2020, and Governor of the Bank of Canada from 2008 to 2013. Internationally, Mark was Chair of the Financial Stability Board from 2011 to 2018, Chair of the Global Economy Meeting and Economic Consultative Committee of the Bank for International Settlements from 2018-2020, and was First Vice-Chair of the European Systemic Risk Board from 2013-2020. He is Vice Chair of Brookfield Asset Management and a member of the Global Advisory Board of PIMCO, the Group of Thirty, the Foundation Board of the World Economic Forum, as well as the boards of Bloomberg Philanthropies, the Peterson Institute for International Economics and the Hoffman Institute for Global Business and Society at INSEAD.

Lucrezia Reichlin is Professor of Economics at the London Business School and Chair of the European Corporate Governance Institute. She is a Trustee of the International Foundation for Reporting Standard (IFRS) and Chair of the steering committee for the IFRS project on Sustainability Reporting. Lucrezia is a Fellow of the British Academy and of the Econometric Society. She received a Ph.D. in Economics from New York University.

Elias Papaioannou is co-Academic Director of the Wheeler Institute and Economics Professor at London Business School, focusing on international finance, political economy, applied econometrics, growth, and development.

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New Listing Rules for SPACs and Dual Class?

New Listing Rules for SPACs and Dual Class?

Wednesday, 14 April 2021 | 17:00 – 19:30 CEST

Thursday, 15 April 2021 | 14:00 – 16:30 CEST

Organised by

Marco Becht (Université libre de Bruxelles and ECGI)

Anete Pajuste (Stockholm School of Economics (Riga) and ECGI)

About this event

Primary markets in the United States are witnessing a boom that is driven by Special Purpose Acquisition Companies (SPACs) that are also starting to reach Europe. How are SPACs different from traditional initial public offerings? Are SPACs a useful innovation or the latest financial tool for selling poorly performing securities to public market investors? Do disclosure or listing rules need to be reformed to take into account of the SPAC phenomenon?

At the same time dual class share IPOs continue to increase in popularity, while also remaining controversial. The U.S. markets continue to be a preferred venue for dual class IPOs, also for foreign issuers. There are also SPACS that go public with a dual class structure.

Responding to these developments, the United Kingdom is currently revising its listing rules to make the London markets more competitive globally. The EU has published a capital market union action plan that aims to make its primary markets more attractive, especially for small and medium sized enterprises (SMEs). Several EU countries have also started to offer alternative control enhancing mechanisms (CEMs) like non-voting shares or tenure voting (“loyalty shares”).

This workshop provided a briefing on SPACs, dual class shares and other CEMs in a comparative perspective. In the United States, for example, there is an active debate whether dual class issuers might have to introduce a sunset clause. In the EU, listing rules are generally more permissive and companies can freely choose the place of listing within the single market, but some countries allow only minor deviations from one share-one vote. Hence the debate about listing rules is closely tied to the freedom of establishment and the ability of SMEs to adopt the company law of their choice. In the United Kingdom, the listing rules exclude CEMs and force families to demonstrate that their companies are run independently once they are traded on the stock exchange.

 

Supported by

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AI in Corporate Law and Practice

AI in Corporate Law and Practice

The fifth seminar in the ECGI Spotlight Series was held on Monday, 12 April 2021 at 16:00 CEST (10:00 EST).

The seminar focused on two research papers from the ECGI Working Paper Series:

Armour, John and Parnham, Richard and Sako, Mari, Augmented Lawyering (August 21, 2020)

Armour, John and Eidenmueller, Horst G. M., Self-Driving Corporations? (August 25, 2019)

About this event

Artificial intelligence (AI) involves the use of computer systems to perform tasks for which humans would ordinarily use their brains. Dramatic recent advances in computer science have triggered considerable interest in the impact AI will have on a range of white-collar contexts. This Spotlight seminar will explore two of these: legal services and corporate boardrooms.

The technology underpinning many recent advances in AI is machine learning, which works best when trained by large volumes of data. This helps map the likely use-cases in the foreseeable future: tasks for which there are multiple prior examples that can be used to train a system. It implies a negative claim: neither strategic corporate board decisions, nor bespoke legal services, will cease to be done by humans any time soon.

Nevertheless, AI will impact considerably on corporate activities and legal work that are frequently repeated and for which data can be aggregated. This in turn implies that many organisations will face competitive pressure to restructure themselves in order to maximise the benefits of adoption of AI. The deployment of AI systems will be supported by complementary new human roles, involving domain experts and technical experts working together in multidisciplinary teams. Embedding these teams in organisations will be a challenge that corporations—with their hierarchical management structure—will be better placed to deliver than professional services partnerships. Nevertheless, even within corporations, such deployment will entail important strategic questions along with major new ethical and compliance responsibilities. The oversight of these will be an important new work agenda for corporate boards, with implications for their job descriptions and legal duties.

 

The ECGI Spotlight Series is a global online seminar programme highlighting chosen papers from the ECGI Working Paper Series.

Spotlight Team:
Mike Burkart (Editor) | Miriam Schwartz-Ziv | Amir Licht (Editor) | Geeyoung Min
Contact: Spotlight@ecgi.org

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Corporate Governance Symposium

Corporate Governance Symposium

Organisers

Laura Field (University of Delaware and ECGI)

Fei Xie (University of Delaware and ECGI)

About the event

The John L. Weinberg Center for Corporate Governance and the Department of Finance at the Lerner College of Business and Economics, at the University of Delaware, hosted its 2021 annual corporate governance symposium in collaboration with the European Corporate Governance Institute (ECGI). The focus of the Symposium was “Critical Issues for Boards and Investors in 2021.”

The symposium featured the two winning papers of the 2021 John L. Weinberg/IRRCi Research Paper Award competition which seeks to highlight innovative research and includes an award of USD 10,000.

The Covid-19 pandemic has increased the focus on various environmental, social and governance (ESG) issues by investors and other stakeholders. The papers included in the symposium collectively address topics within the area of ESG that are of critical importance in 2021 for boards of directors and investors.

The winning papers, ‘The ESG-Innovation Disconnect: Evidence from Green Patenting’ (Cohen, Gurun, Nguyen) and ‘The Distribution of Voting Rights to Shareholders’ (Fos, Holderness) was presented and discussed with the semi-finalist’s papers for the prize.

 

Supported by

             

https://ecgi.global/content/corporate-governance-symposium

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A New Concept of the Corporation: Part 1

A New Concept of the Corporation: Part 1

A Webinar Series on: “A New Concept of the Corporation”

Part 1 of this series was held on: Tuesday, 16 March 2021

17:00 – 18:00 JST | 09:00 – 10:00 CET

Organiser

Hideaki Miyajima (Waseda University and RIETI)

About the event

The Purpose of the Corporation and Its Implication for Law and Business in Japan 

Over the last few years, and particularly since the onset of COVID-19, the purpose of the corporation has been the subject of active debate.  In place of shareholder value maximization, new definitions of corporate purpose have been proposed, and their implications for law, regulation, ownership, governance, measurement and performance of business have been much discussed.

On the occasion of the publication of the Japanese translation of Colin Mayer’s book “Prosperity: Better Business Makes the Greater Good” in March 2021, RIETI, WBF and ECGI came together to organise a webinar series on the new concept of the corporation, the EU/UK experience and its lessons for Japanese corporate governance reforms.

The audience was a mixture of academics, policy makers (METI/RIETI), market participants and business executives/ IR practitioners.

Language

English/Japanese (simultaneous interpretation)

Future Episodes in this Series:

Part 2: The Redesign of Company Law, and The Duties of Directors

  • New concept of the corporation
  • Multi vs single purpose debates
  • European/UK experience on the purpose of firms
  • UK CG code revision in 2018, motivation and consequences
  • Implication of the new concept of corporation for Japan:
    • the design of corporate law and interpretation of the duties of care of directors
    • reconsidering the conventional stakeholder model in Japan

Part 3: Ownership of the New Corporation: The Role of Activist Funds

  • Parallel ownership of long-term shareholders and portfolio investors
  • Different forms of ownership around the world
  • Who are the candidates for long-term owners in Japan?
  • EU (EY) report on short-termism
  • Experience of UK and EU of activism
  • Possible role of activist funds in Japan

Part 4: Ownership of the New Corporation: The Role of Institutional Investors  

  • The parallel ownership of long-term shareholders and portfolio investors.
  • The EU/UK experience of institutional investors, the role of activist funds
  • Regulation of ownership /collective actions
  • Implications for Japan:
    • Who are the candidates for long-term ownership in Japan?
    • Regulation of collective actions.

Part 5: The Purpose of the Corporation and How to Realize its Purpose

  • The concept of purpose
  • How to realize the purpose of firms
  • EU/UK experience on the new purpose of corporations
  • The Future of the Corporation project of the British Academy
  • Implication of EU/UK experience for Japan
  • Current status of Japanese corporations

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