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Blackwell Publishing Ltd.Oxford, UK CORGCorporate Governance: An International Review0964-8410Blackwell Publishing Ltd. 2005 March 2005132BOOK REVIEWBOOK REVIEWS CORPORATE GOVERNANCE

Book Reviews J.A. McCahery, T. Raaijmakers and E.P.M. Vermeulen, The Governance of Close Corporations and Partnerships, Oxford: Oxford University Press, 2004, ISBN 0 19 926435 X

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orporate governance as a discipline has unsurprisingly tended to be primarily concerned with the governance of listed companies or, indeed, other organisations of comparable size and complexity, such as NHS Trusts. Whilst there has been valuable research conducted, in particular, as to the relevance of the principles that have emerged to smaller companies, there is clearly much scope for a “heavyweight” contribution in this area. McCahery, Raaijmakers and Vermeulen are well-established scholars in the field of corporate governance and their recent edited text “The Governance of Close Corporations and Partnerships”, with the subtitle “US and European Perspectives”, is therefore to be welcomed. The origins of the text, which comprises a collection of essays, was the May 2001 Conference on Close Corporation and Partnership Law Reform in Europe and the United States, organised by the Faculty of Law and the Center for Company Law, at Tilburg University. However, there is clear evidence of subsequent revisions to the essays and, therefore, this delay in publication does not appear to be of concern. The essays in the volume reflect the highest level of international scholarship and include contributions from a number of writers especially well-known for their “law and economics” approach. Examples are Henry Hansmann (New York University), Renier Kraakman (Harvard University), Michael Whincop (Griffith University) and John Armour (Cambridge University). It is particularly sad that the text notes the untimely death of Michael Whincop, the author of the masterly book “An Economic and Jurisprudential Genealogy of Corporate Law” (Aldershot: Ashgate, 2001), which provided a fascinating economic evaluation of early company law. However, the book is balanced with contributions of a more “doctrinal” or “black-letter” law approach from well-

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known authors such as Bob Drury (Exeter University), Geoffrey Morse (Nottingham University) and Judith Freedman (Oxford University), amongst others. The text is divided into four parts. Part I examines partnership law and close corporation law from a theoretical perspective, especially the developing theory of limited liability in terms of affirmative and defensive asset partitioning. Part II addresses the evolution of partnerships and closely held businesses. Part III explores a range of legislative reform initiatives in the UK and US, especially the UK limited liability partnership and the US Revised Uniform Partnership Act. Part IV focuses on the European Private Company proposal and partnership law reform in the EU. The impression given by this is that the title of the text is unnecessarily narrow in referring to “governance” – its scope is much wider and has much to offer those generally interested in small enterprise or indeed in the theory of the firm generally. It is clearly impossible to do justice to such a diverse and detailed set of some 16 essays in a short review and accordingly a few examples only have been selected for further comment. Developing a sound theoretical basis for the legal doctrine of limited liability has become an important issue within the field of law and economics, not least because it is raises important questions as to the need for parties to be able to enter into credible commitments and the role of state intervention in companies. Hansmann and Kraakman in Chapter 2 “The Essential Role of Organisational Law” develop their argument that limited liability can be explained in terms of affirmative and defensive asset partitioning. For those who may be unfamiliar with the concept, affirmative asset partitioning refers to the recognition of the “firm” as a legal person distinct from the humans who comprise it, giving its creditors a prior claim over those persons’ personal © Blackwell Publishing Ltd 2005. 9600 Garsington Road, Oxford, OX4 2DQ, UK and 350 Main Street, Malden, MA 02148, USA.

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creditors. Defensive asset partitioning refers to giving those persons’ personal creditors a prior claim to the firm’s creditors. They argue that the role of organisational law in establishing defensive asset partitioning is substantially less important than in affirmative asset partitioning and, moreover, that the transaction costs to accomplish affirmative asset partitioning would be prohibitive. This argument is important, and one suspects that much more will be heard of it in academic circles. The reason is that the contractarian view of the company, which legitimises a limited role for the state in companies, is founded on the notion that state intervention was not necessary for companies to emerge, with much discussion, in particular, as to the role of limited liability. If Hansmann and Kraakman are correct – and they acknowledge the need to explore the historical issues raised – this would neatly sidestep this debate and strengthen the case for a greater role for the state in companies. The importance of shareholder disputes in the context of small companies has been welldemonstrated by the statistical evidence amassed by the UK Law Commissions’ Report (No. 246) “Shareholder Remedies” (London: TSO, 1997). Accordingly, the evaluation of the phenomenon of minority oppression within a US context by Edward Rock and Michael Wachter (both of Pennsylvania University) in the strikingly titled Chapter 4 “Waiting for the Omelet to Set: Match Specific Assets and Minority Oppression in Close Corporations” was to be welcomed. The authors’ conclusion is that the courts should only enforce the parties’ contracts and vigorously prevent non pro-rata distributions to shareholders. They show that the close corporation form is best suited, for example, to Silicon Valley type companies where the venture is highly dependent on individuals for critical ideas or capital, giving rise to “match assets” which have great value to insiders and little value to outsiders. Accordingly, insiders need to be locked in to avoid any opportunistic exit which would interfere with inducing optimal investment: as presaged by the title, a half-cooked omelette is unappetising. Whilst due regard must be had to the differences in the US legal framework for such companies, such analysis may be able to provide a valuable theoretical insight into UK judicial decisions such as O’Neill and Phillips (HL) [1999] 1 WLR 1092 and assist in building a more coherent basis for a policy framework than has so far emerged in the UK. The text focuses mainly on developments in the US, EU and UK and, therefore, given the ongoing debate as to competition or convergence, Larry Ribstein’s contribution in Chapter

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6 “The Evolving Partnership” is valuable. He argues for the efficiency of the process of jurisdictional competition in the US, which has resulted in a movement from a uniform to a non-uniform partnership law and distinguishes between “horizontal” choice between jurisdictions and “vertical” choice between the various business forms available in each jurisdiction, with horizontal competition being preferable because of the inherent inefficiency of a single rule-maker. As a consequence, he suggests that the EU should not seek to eliminate competition through harmonisation but instead seek to facilitate competition. However, differences among European countries, for example, as to law and culture, might constrain the ability of parties to make choices and he, therefore, makes the interesting proposal that a second-best solution might lie in rules which mimic competition by providing a menu of business features. It will be interesting to evaluate the ultimate outcomes of the EU Commission’s Company Law Action Plan by reference to this – certainly the enactment of the Societas Europaea provides a very alternative scenario with jurisdictional competition being introduced by the extensive reference to member states’ own company laws. Specific examples of legislative developments or proposals in the US, EU or UK are also examined by a number of writers. Judith Freedman in Chapter 10 poses the question “Limited Liability Partnerships in the United Kingdom: Do They Have a Role for Small Firms?” After discussion of issues such as the needs of small businesses, the development of the LLP and the characteristics of LLPs, she concludes that the LLP is unlikely to offer sufficient advantages to become widely used. She blames political pressure for the creation of the LLP, arising in part from jurisdictional competition, the level of expertise made available and political time limits, together with the LLP being an artificial creation rather than the result of an evolutionary process. This is an interesting point and one that might, perhaps, have been developed further at a theoretical level because it is difficult to reconcile with the more favourable views of other writers in the text towards jurisdictional competition. Robert Drury takes a more optimistic look in Chapter 14 at “Private Companies in Europe and the European Private Company”, which he believes could offer exciting possibilities to SMEs in Europe, keen to expand or collaborate in ways that minimise the importance of national frontiers. The essay provides a fascinating historical account of the adoption of the private company throughout Europe, which it attributes to internal demands for limited liability without public company style regula-

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Blackwell Publishing Ltd.Oxford, UK CORGCorporate Governance: An International Review0964-8410Blackwell Publishing Ltd. 2005 March132BOOK REVIEWBOOK REVIEWSCORPORATE GOVERNANCE

tion, rather than the US experience of jurisdictional competition. He explains the proposed European Private Company in detail and argues that because it has a multinational EU provenance, including French, German, British, Dutch and EU concepts, it stands a better chance of being acceptable to the EU small business community. In conclusion, this text provides a valuable resource of both theoretical and practical per-

spectives on the organisation of small business in the US, EU and UK written by many of the leading names in the field. Whilst this review has only been able to concentrate on a few of the contributions, hopefully it illustrates their diversity and interest for serious-minded scholars. Reviewed by Dr Stephen Copp Bournemouth Law School

Laixiang Sun, ed., Ownership and Governance of Enterprises. Recent Innovative Developments, New York: Palgrave Macmillan, 2003, ISBN 1-4039-1633-0

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his is a very interesting book that provides insight into a diversity of institutional and organisational arrangements within the firm by showing different developments in firms’ ownership and governance structures beyond the traditional separation of ownership and control. Thus, as Sun states, its analyses add to the understanding of the changing nature of firms while deriving implications for developing and transitional economies. The book includes eight papers written as a result of a UNU/WIDE research project on “Property Rights Regimes, Microeconomic Incentives, and Development”. Each chapter ends with a discussion about the lessons to be derived from the ownership structure analysed for developing countries. The first paper has been written by the editor. It analyses the different patterns of enterprise ownership and governance studied in the chapters that follow and highlights lessons that may be derived from the book for developing and transitional economies. Sun recommends that these developing countries and transitional economies search for effective institutions that “are adaptable to the environment and responsive to changes brought up by innovation and reform”. Chapter two is devoted to the first form of ownership analysed in the book: institutional investors’ ownership, a growing form of ownership worldwide. Stuart L. Gillan and Laura T. Starks present the theoretical arguments for the involvement of institutional investors in corporate governance along with a brief history of institutional ownership and activism in the USA, i.e. the California Public Employees Retirement System (CalPERS) and the Teachers Insurance and Annuity Association College Retirement Equity Fund (TIAA-CREF), the role played by these type of block-holders in the UK and other European countries and the ownership structures in different economies. The authors remark on the expected benefits on the stock markets carried out by

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institutional investors. It follows that the second form of ownership covered in the book refers to that of the firms of Silicon Valley and the venture capitalists contracts that characterise the relationship between entrepreneurs and venture capitalists. For these property rights arrangements, Hirokazu Takizawa remarks on the importance of the product system used in Silicon Valley for the development of the arrangements that are in place between entrepreneurs and venture capitalists. Employee ownership is studied in two different environments: the United States and China. James C. Sesil, Douglas L. Kruse and Joseph R. Blasi analyse the theoretical arguments that link employee ownership to firm performance and review both the incidence of employee ownership in the United States, either through share ownership or broadbased stock options plans, and the impact of employee ownership on firm performance, employees’ attitudes and behaviour. This review suggests that employee ownership may improve employees’ attitudes and behaviour and firm performance, or at least not worsen them. For a completely different environment, China, L. Sun studies in another article the mechanisms developed by Chinese Township and Village Enterprises (TVEs) to optimise the functioning mechanisms of the joint-stock cooperatives owned by employees, community government and outside equity holders that were created after their restructuring in the mid 1990s. This experience also provides an example of efficient restructuring of State Owned Enterprises under a hard budget constraint. Another example of efficient restructuring of SOEs is presented in the paper by E. Bertero and L. Rondi for Italy. In this case, the hard budget constraint on Italian State Owned Enterprises was stimulated by the financial discipline imposed by the former European Community and the European Union leading to increases in firm efficiency. This study high-

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lights that improving SOEs efficiency is possible without privatisation. Competition and liberalisation may be the driving forces of improvements in firm efficiency and not privatisation per se. The book ends with two papers written by S. Smith devoted to cooperative networks. The first paper presents the theoretical arguments that underlie the network externalities in cooperative formation and survival, while the second one analyses the organisation, arrangements and innovations introduced by two successful worker-managed cooperatives: Mondragón Co-operative Corporation in Spain and La Lega in Italy. The study shows

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how the creation of cooperative alliances and networks is a key factor for explaining their success. In sum, this book explores non-conventional ownership structures and provides guidance for developing and transitional economies when designing or restructuring ownership and governance arrangements. I definitely recommend this book to scholars of corporate governance and members of international organisations. The book is a stimulating addition to the field.

Blackwell Publishing Ltd.Oxford, UK CORGCorporate Governance: An International Review0964-8410Blackwell Publishing Ltd. 2005March 2005132BOOK REVIEWBOOK REVIEWSCORPORATE GOVERNANCE

Reviewed by Dr Silvia Gómez University of Oviedo, Spain

Claire Marston, A Survey of European Investor Relations, Edinburgh: The Institute of Chartered Accountants of Scotland, 2004, ISBN 1 904574 08 4

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nvestor relations is a key management function concerning financial communications with investors, analysts and other security market participants. The existence of this activity reveals management concerns, inter alia, about stock market regulation, their company stock price, and access to market financing. The aim of this research project was to find out the extent to which investor relations has become established within top companies in Europe. Postal questionnaires were sent to the top 500 quoted European companies in 2002 and replies were received from 38 per cent of these companies in 18 different countries. This was followed up with a series of 19 interviews with investor relations personnel from six countries. The interviews used the questionnaire information and answers as a basis for further discussion. The design of the questionnaire was based on a survey carried out by Marston in 1991 (Marston, 1993). The present publication is full of very useful and insightful factual information, especially in Chapter 4. It provides a very clear and up to date picture on what large European companies are doing in the area of investor relations. It provides sound comparisons with previous work showing changes and development and its recommendations are based on clear evidence. The main results are summarised in the following three paragraphs. However, the reader is recommended to read Chapters 4 and 5 to gain the much richer insights reported in these chapters. Nearly all respondent companies (90 per cent) had a full-time investor relations (IR) officer. The average investor relations department had been established around seven years. The average investor relations budget was £609 k and companies spent on average

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£350 k on investor relations and £250 k on financial public relations consultants. One-toone meetings were ranked most important by respondents with telephone calls a close second. These were followed by (in order of importance) roadshows, providing feedback on analysts’ reports and answering email queries. On average, companies had held 112 one-to-one meetings each in the previous year. They had met with 36 stock-broking firms and 110 investing institutions. The most important topics of discussion were company strategy, major new projects and developments, explanation of recent results and the creation of shareholder value. On average, companies received 136 draft analysts’ reports for comment in the 12 months prior to the survey. Companies corrected factual errors and offered strictly limited guidance on analyst forecast errors by pointing analysts towards the consensus forecast. Investor relations meetings were generally avoided prior to results announcements, with this policy being based on concerns about price-sensitive inside information leakages. Nearly all companies (97 per cent) had an investor relations service on their web-site and this service was becoming increasingly important. Web-casts were used on average 2–3 times per year. On average, nine conference calls were made in the 12 months prior to the survey, which had on average 68 participants in the conference calls, with the majority of them listening in rather than asking questions. Companies rated sell side analysts’ reports as being good or very good and they favoured holding meetings and telephone conversations with them. The rapid turnover of analysts was a cause of concern. The interviews revealed that companies were directing

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increasing investor relations effort towards the buy-side. The companies perceived that investor relations helped to ensure a fair market price and reduced share price volatility, but there was less strong agreement that investor relations improved liquidity and reduced the cost of capital. A statistical analysis of the results showed that the country of origin was not a significant factor in explaining differences. This suggested that there was one global capital market place for the companies. Company size was positively associated with investor relations activity and effort. There was also evidence that companies with a lower marketto-book value had a higher amount of investor relations activity and effort. Various themes arising from the report were discussed and several key recommendations made. For example, the relationship with hedge-fund investors appeared to be difficult (pp. 111–112, Chapter 4) and companies should develop an appropriate strategy for dealing with these investors. It is very difficult to argue with many of these very useful facts, insights and perceptions. These results provide solid and essential reference points for other researchers exploring corporate disclosure through public and private channels (Barker, 1998; Holland, 1998; Weetman and Beattie, 1999). Given the above results, it may therefore be more useful for a reviewer to point out what we do not know in this area and how research can progress from this point. Costs and benefits of the IR function and of associated disclosure activity were discussed, but it was not clear what the actual costbenefit equation was for the companies concerned. The underlying cost-benefit equation in the theoretical literature could be based on costs of information production in IR, and of propriety costs of disclosure (Healy and Palepu, 2001). Perceived benefits could include a reduced information asymmetry between company and core analysts and shareholders, a stable shareholder base and a stable reputation for credible disclosures with analysts. Capital market benefits could include a high quality information set in the price and hence an improved share rating and performance, lower price volatility, a narrower bid offer spread and higher liquidity. These could all lead to a lower cost of equity capital. Similar financial communications to holders of debt securities could improve the debt rating and reduce the debt cost of capital. A unified approach to debt and equity holders could reduce the overall weighted cost of capital. Further studies of this nature could benefit by adopting a more clear-cut theoretical struc-

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ture such as above. They could explore the detailed structure of the costs and benefits of IR and of associated disclosure activity in more detail and thus provide more insights into the drivers of voluntary company disclosure through the investor relations function. New surveys and interviews could probe for examples of how companies know or perceive cost of capital benefits. What actions or events, or continuous systematic processes, have been observed to do this and what evidence can be collected on this desired outcome? Is there any difference in the information released for cost of equity benefits compared to cost of debt benefits? It would be very useful to explore how this cost-benefit calculation varied with circumstances such as open versus closed periods, with major profits warnings, or how they varied between sell and buy side analysts. The implication of the survey results is that the overall costs of IR appear to have stabilised. Thus attention would be focused on how and why propriety costs and market and direct company benefits were managed (if at all) by IR during such circumstances. This would provide more insight into the dynamic role of the IR function. The costs of the IR function (£600 k) appear very small compared with the potential market price and cost of capital benefits of more efficient and effective stock market communications for these large quoted companies. This question was not addressed in this study, but was commented on by one of the participant interviewees (Chapter 4, p. 127). Posing this question in new studies may reveal more insights into the perceived limitations of the IR function. The IR function and presumably some top management met on average 110 investing institutions in a year. If the finance director or chief executive was involved, then this was a huge number and a large cost in terms of management time (see table 4.1.4). Such costs should be incorporated into a more explicit cost-benefit equation, possibly covering the whole of the financial communications activity and not just the IR function. It would also be helpful to probe more opportunistic company reasons for IR. Is it a barrier against intrusive analysts, leaving management with more power to pick and choose which analysts to speak to and when? Was it designed primarily to control problems of analyst bias, optimism and opportunism? The study did not explore how the various communication channels interacted with each other as one IR and corporate disclosure system and how they could substitute for each other. This total system view leads to many new questions. Previous one to one meetings with high benefits exceeding costs were pre-

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sumably the base for stable “relationships” with analysts and fund managers. Did such a stable relationship make subsequent phone calls and Roadshows more valuable? Did effective Roadshows improve subsequent one to one meetings? Why were one to one meetings used when a telephone call was possible? Why was there a preference for one to ones inside the financial institutional investor and not inside the company? Why was there so little taping of one to one meetings (table 4.3.2) but much higher taping of general meetings? Under what circumstances do analysts and fund managers contribute information and reveal their information advantage to companies? Was a willingness to meet for a one to one during a closed period a signal about the existence or not of PSI? Could companies use web casts as a more controlled substitute for one to one meetings? Would institutional investors allow them to do this? The nature of the information agenda managed by IR has been briefly explored in this study. At present, surveys reveal the importance of topics such as top management qualities, strategy, significant new projects and developments, recent results, and how well the company has created shareholder value. However, many of these variables are likely to be linked in a causal model of corporate performance, whereby some top management factors lead to growth options and new investments, followed by performance and track records. Considerable value-relevant information could reside in the nature of the value creation links as well as in the key factors involved. Further studies of this nature could benefit by adopting a more clear-cut theoretical structure based on a more explicit corporate value creation and performance model. The latter could be based on strategy and business performance literature and drivers of corporate success (e.g. Kay, 1993). Surveys could explore how such model links were perceived by IR staff, how disclosure was structured and managed around such an underlying “business model”, and how important the overall model or business “picture” was relative to individual value creation factors. The significance of such a model, and its difficult-toarticulate and possibly invisible links, may explain the preference for private one to one meetings (Holland, 2004). For example, the study makes clear that top management performance in the interviews and observation by the sell side was important. New studies could reveal if this type of value creation model was the benchmark discussion point for guidance of analysts, why certain types of guidance were deemed price sensitive and others were not, and whether this feedback varied by (IR

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Society) analyst ranking or reputation. It could also help explore if the same underlying business model was driving web based disclosure activity, and hence show if one and ones, analyst guidance, and web disclosure, were all based on a common financial communications content policy. At present, it is not clear how IR activity fits into a larger corporate financial communications activity. The information agenda could also vary by user decisions model. Such surveys could benefit by a clearer distinction between different information users such as fund manager investors (pension fund, insurance company, external, hedge), buy side analysts, sell side analysts, debt raters, financial media, and many others. What were the (company perceived) common user information needs, what were the key differences, and how did they differ in terms of “relationships” versus transactional or opportunistic use of information. How did IR policy vary here in terms of content, channel, timing etc, and in terms of managing the whole group of information market users. Were some (hedge?) investors “disruptive” or pursuing investment agendas very different to the bulk of the stable shareholder base? How were they managed relative to the others? Chapter 4, p. 62 provides some insights here. Studies of the IR function and associated disclosure activity could also benefit by adopting an explicit theoretical structure which explicitly links IR activities to information market states (such as analyst understanding and confidence), to stock market states, and then to subsequent corporate feedback states. Some of these issues have been discussed in Chapter 2 of the Marston’s work. This explicit theory base could help structure survey questions to explore how IR staff thought their actions had some impact on factors such as analyst understanding and confidence, and how this fed through into consensus earnings expectations, market price and volatility, and eventually to company equity cost of capital. This might also expand the horizon of future surveys to explore if IR staff are also trying to influence consensus forecasts and expectations about the business model as well as earnings. The report explains how the average investor relations department had been established around seven years, and has now reached a state of maturity in terms of budgets or staffing levels. However, this function probably has much to learn compared with more established treasury and finance functions. Chapter 4 briefly explores some aspects of management learning and feedback to IR. New surveys could explore how the IR function learns, how it uses new knowledge to change its prac-

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tices over time and how it signals this to the stock market. This process may play a central role in creating the disclosure credibility sought by the survey companies. The structure of IR adaptive behaviour relative to turbulent times, and constant changes in the environment, may therefore be an important new area of research in IR. For example, the strong effects of financial market changes as drivers of IR are evident in the survey results. This is manifest in a market-induced benchmarking process for increasing the sophistication of IR and corporate disclosure. The results also indicate that the IR function in large European companies (irrespective of national origin) has developed and aligned itself to match a globalisation and standardisation of a world “market for information” made up of analysts and fund managers in globally organised institutions. Future studies of IR should systematically explore these changes and investigate how the IR function changes with them. This should reveal how “Best practice” IR guidelines can be generated by market forces, as well as being issued by the London Stock Exchange. The statistical analysis of the results in Chapter 5 was used to explore relationships such as company size and investor relations activity and effort, and positive associations were found here. However, country of origin and degree of overseas listing were not significant factors in explaining differences in IR characteristics and actions, suggesting that a global capital market and an information market were setting benchmarks for IR functions and associated disclosure behaviour. If this is the case then other variables will have to be considered in explaining IR. In particular, statistical analysis has been limited by the general lack of theory development in the various surveys of IR conducted by academics. Further research, placed in a wider theoretical frame such as outlined in Healy and Palepu (2001) or in the above comments, could possibly reveal more relationships and enable an improved statistical model to be developed. Such new research work is likely to be more successful if it explicitly links IR research on characteristics to its core disclosure action and behaviour. For example, the statistical approach could be extended by developing formal measures of hypothesised IR output such as disclosure credibility and reputation. If these constructs can also be operationalised and measured in a questionnaire and interviews, then new statistical relations of relevance to disclosure theory can be explored. For example, disclosure credibility may be a function of several key IR variables such as budget size, IR duration, number of IR staff, experience of staff, number of

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meetings with analysts, willingness to guide research reports, and track record in doing so. Reductions in cost of capital are likely to be associated with an increase in disclosure credibility. Thus it may be possible to test for the capital market effects of IR activity and characteristics via an intermediate variable such as credibility. This in turn could allow more sophisticated tests of the market to book factor, by separating out highly credible firms from low credibility firms, to see if the market to book ratio continues to be negatively associated with the investor relations budget as reported in this research. The latter result is interesting. A prior hypothesis here would probably be that the more complex the firm value creation process and the higher the associated presence of growth options, then the higher the IR budget required to explain the complexity to ensure that the story about the options was reflected in higher stock value. This result may have more to do with the timing of the surveys (just post 2001), whereby “value” firms were of more interest to the market than “growth” firms. These suggestions build on the present publication and Holland (2004), and indicate how we can use this convincing and detailed research report by Claire Marston as a solid base to learn much more about the nature of IR, its disclosure activity and perceived company and market outcomes. Reviewed by John Holland Glasgow University

Reference Barker, R. (1998) The Market for Information – Evidence from Finance Directors, Analysts and Fund Managers, Accounting and Business Research, 29, 3–20. Healy, P. and Palepu, K. (2001) Information Asymmetry, Corporate Disclosure, and the Capital Markets: A Review of the Empirical Disclosure Literature, Journal of Accounting and Economics, 31, 405–440. Holland, J. B. (1998) Private Disclosure and Financial Reporting, Accounting and Business Research, 28, 255–269. Holland, J. B. (2004) Corporate Intangibles, Value Relevance, and Disclosure Content. ICAS Research report, June. Kay, J. (1993) Foundations of Corporate Success. Oxford: Oxford University Press. Marston, C. (1993) Company Communications with Analysts and Fund Managers, PhD thesis, Glasgow. Weetman, A. and Beattie, V. (eds) (1999) Corporate Communications: Views of Institutional Investors and Lenders. Edinburgh: Institute of Chartered Accountants of Scotland.

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