Chapter 16: Financing and Governing The Corporation Globally
CRITICAL DISCUSSION QUESTIONS AND ANSWERS
1. Some argue that the Anglo–American–style separation of ownership and control is an
inevitable outcome. Others contend that this is one variant (among several) of how large
firms can be effectively governed and that it is not necessarily the most efficient form.
What do you think?
This is a question in which the answer is not as important as the thought process and the
ability to clearly articulate. However, the extent of concentration of ownership may be a
2. Recent corporate governance reforms in various countries urge (and often require) firms
to add more outside directors to their boards and to separate the jobs of board chairman
and CEO. Yet, academic research has not been able to conclusively support the merits of
both practices. Why?
There are many variables that affect a firm’s success and it may be difficult to compare
3. ON ETHICS: As a chairman/CEO, you are choosing between two candidates for one
outside (independent) director position on your board. One is another CEO, a longtime
friend on whose board you have served for many years. The other is a known shareholder
activist whose tag line is “No need to make fat cats fatter.” Placing him on the board will
earn you kudos among analysts and journalists for inviting a leading critic to scrutinize
your work. But he may try to prove his theory that CEOs are overpaid—in other words,
your compensation can be on the line. Whom would you choose?
The activist may help provide a valuable alternative view on various issues but there is
ON ETHICS: Suppose you were CEO of a firm that lost US$50 million, but you were given a
bonus of US$10 million. You were vilified in the media and brought before a Congressional
committee that accused you of financial outrage. However, you pointed out that the most
optimistic forecast for your firm had been that it would lose over US$6 billion. There was no
significant change in markets, the economy, or anything else during the year other than the new
strategy that you implemented—a strategy that reduced losses by US$5,950,000,000 to only
US$50,000,000, and thus you felt that you were actually underpaid. But the politicians felt that it
still looked bad and that if you had been socially responsible, you would have refused the bonus.
How do you respond?
© 2017 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 146