In this paper, I shall discuss the requirements of obtaining valid proxies under the various state laws and the regulations of the Securities and Exchange Commission. Because of the many state jurisdictions involved, it is not possible to define exactly the requirements of each. However, I shall follow the general practice and attempt to point out the significant variations therefrom. I shall also point out how several recent proxy contests were waged and make some recommendations for changes in SEC regulations and state laws to secure a greater voice for the independant stockholder.

Professionalism is a term frequently used in organizations yet perceptions of what it means differ from person to person. Given its frequent use and its link to various job outcomes, such as organizational commitment (Bartol, 1979), there is a need to have a universal definition of professionalism. While there are existing models of professionalism these models are typically developed for a specific field or industry. Thus, there is also a need for a comprehensive model of professionalism that can be used across multiple fields and industries. This study worked to develop a model of professionalism that creates a comprehensive model that addresses both of these issues using eleven existing measures of professionalism as its foundation. Four dimensions of professionalism were identified via these models and defined using a combination of existing research and researcher expertise. These dimensions were divided into elements which were used as items in a measure to validate the new model. A five-factor model demonstrated the best fit and was found to have both convergent and discriminant validity.

This study examines the effects of organizational ethical culture, idealism, relativism and guanxi orientation on the ethical decision-making processes of professional auditors in the People’s Republic of China (PRC). It is hypothesized that auditors perceiving a positive organizational ethical culture, possessing higher (lower) degrees of idealism (relativism), and possessing lower degrees of guanxi orientation will make more ethical decisions. The findings of the study indicate that certain aspects of organizational ethical culture had a significant effect on professional auditors’ behavioural intentions, but not on their ethical judgments. Idealism had a marginally significant impact on professional auditors’ behavioral intentions, but not on their ethical judgments. Relativism did not have a significant impact on ethical judgments or behavioral intentions. Guanxi orientation had a significant effect on professional auditors’ behavioural intentions, but not on their ethical judgments. This study also explores the potential effects of demographics on PRC professional auditors’ ethical decision-making processes and the results suggest that CPA firm type (local/regional vs. international) had a significant effect on professional auditors’ behavioural intentions. The overall findings suggest that organizational ethical culture, idealism, guanxi orientation, and CPA firm type play a significant role in PRC professional auditors’ ethical decision-making processes.

As corporate social responsibility and socially responsible investing practices have increased substantially over the past decade, the possible financial advantages have been examined in great depth. Utilizing firms from the S&P 500 I have investigated the possible outperformance of accounting based and market based measures. I did this by examining the relationship between ESG scores, a common measure of CSR level, and the following dependent variables: return on assets, total risk, systematic risk, and idiosyncratic risk. I obtained strong evidence that an increase in CSR levels are correlated with an increased return on assets.

This dissertation examines the impact of regulation and public policies on firm performance. Chapter 1, entitled “Political Contributions, Insider Trading, and CEO Compensation”, determines why CEOs from politically-connected firms receive higher pay compared to their non-politically connected peers. We investigate whether insider trading can explain high CEO pay. Using hand-collected firm-level lobbying data, we examine whether politically-connected CEOs engage in insider trading after sponsored bills are introduced and passed in the U.S. legislative bodies. Our results show that politically-connected CEOs commit insider trading, which yields higher compensation packages. In addition, we also find that lobbying benefits firm performance. Politically-connected firms receive more government contracts, which increases firm value. Overall, political contributions benefit both CEOs and shareholders. Chapter 2, entitled “The Impact of Incarceration on Firm Performance” conducts analyses on the impact of incarceration on firms based in the United States. Through time series Granger Causality Vector Autoregression (VAR) tests by state, we find that incarceration can influence labor markets measured by the state’s unemployment rate. We find that firms based in states with high incarceration underperform compared to firms based in states with low incarceration. This also holds true when examining prison reform data from the Pew Charitable Trust. Through differences in differences tests, we find that firms based in states with prison reform outperform firms based in states without prison reform. When controlling for firm and state macroeconomic factors, we find that increases in incarceration rates have a negative effect on firm performance.

Dodd-Frank represents a federal intervention in corporate governance, which had previously been an issue for the states.The most prominent state in this respect is Delaware because of its favorable treatment of corporate interests.Although Delaware’s regulations are too lenient to encourage responsible risk management practices, the federal law is normally driven by populist outrage and anti-corporate sentiments that impair lawmakers’ abilities to write rational, efficient reforms.The climate of political pressure does not foster a thoughtful review of the best ways to affect risk management practices. This paper thus explores the role of leverage in the financial crisis, the shortcomings of Dodd-Frank’s capital requirements, the ways in which reform could have encouraged more responsible leverage positions, and the nature of federal corporate governance regulation.

Corporate Social Responsibility is particularly relevant in the mining industry globally given the industry’s extractive nature. In the mining industry, significant pressure comes from interest groups and nonprofit organizations that have a tendency to target mining companies for their alleged lack of consideration and accountability to the environment and in the communities in which they operate. A push for CSR in the mining industry is especially prevalent in South Africa where mining has dominated the country’s economy for so long. CSR can help rid South Africa’s mining industry of its long history of instability and conflict that characterized class and race relations in the country. While historically neither the profits nor the costs of the mining industry have been equitably distributed among stakeholders, CSR programs can be a powerful mechanism in restoring social justice in South Africa, as seen by the mining company Anglo American.

This thesis discusses environmental partnerships, in which an NGO and corporation collaborate to address mutual goals. I begin by discussing the goals of environmental partnerships before reviewing a brief history of these partnerships, the current state of the partnerships landscape, and partnership trends across industries and within NGOs. Next, I examine the potential benefits and drawbacks to partnering for both public and private participants. Finally, strategies for corporations, NGOs, research institutes, academia, and government to enable the creation and maintenance of successful partnerships are proposed to address critical environmental issues in the absence of effective regulation.

In recent years, many firms have voluntarily taken actions to gradually increase the transparency of their corporate social responsibility (CSR) efforts. Using data on a sample of U.S. firms, this paper empirically examines the factors that encourage firms to choose different levels of CSR transparency. This adds to the previous literature that has focused only on the binary decision to engage or not to engage in CSR, as opposed to the extent and comprehensiveness of voluntary CSR reporting. Environmental transparency data are collected from the Roberts Environmental Center (REC) at Claremont McKenna College, while data for firm characteristics and toxic releases are collected from Standard & Poor’s Compustat North American and the Environmental Protection Agency (EPA). Robust regression analysis of environmental transparency shows that consumer, investor, and community stakeholders significantly increase the level of environmental transparency. In addition, environmental transparency is higher among firms that compete internationally relative to those with only a domestic presence.

As the modern world deals with an increasing number of environmental and social crises, corporate sustainability is becoming ever more imperative for business. There is broad agreement that profit maximization can no longer be the exclusive goal of a company, with firms working to align environmental, social, and financial performance. Companies have demonstrated a wide variety of experiences in regards to the financial crisis and its effects on corporate sustainability. While some firms experienced serious setbacks in achieving environmental and social goals others firms claimed to have been ramping up sustainability efforts during the recession. However, most firms report that their corporate sustainability strategies have not been significantly affected by the recession.