PRIVATE BENEFITS: OWNERSHIP VERSUS CONTROL

We empirically decompose private benefits into benefits accruing from ownership and benefits accruing from control. We document that private benefits increase slowly with respect to the ownership level but increase rapidly with respect to the blockholder's likelihood of exercising control. The decomposition of private benefits allows us to quantify the magnitude of nonpecuniary private benefits by examining the block premium when the blockholder's likelihood of exercising control is close to zero. We find that the size of nonpecuniary private benefits ranges from 0.61% to 5.92% of the share price, or 18% to 29% of the total private benefits.     

Dynamic ownership and private benefits

We quantify private benefits of control by estimating a structural model of optimal shareholding using data on the ownership dynamics of Italian public companies. In the model, shareholders must maintain a minimum stake in the company to extract control benefits, which leads to infrequent trading of large blocks, and which is consistent with the empirical evidence. We estimate that control benefits account for 2% (4%) of the market value of the equity (block), and controlling shareholders earn a sizeable premium from the block holding on top of the market value of the shares. Also, we provide evidence that large block ownership and ownership persistence are associated with higher stock returns.     

Private benefits, block transaction premiums and ownership structure

A simple model shows that both price premiums and standardized block premiums (SBPs) are biased measures of private benefits because they do not account for the transfer of control effectively taking place with the block. This depends not only on the fractional size of the block, but on the whole distribution of shareholdings. We propose an alternative methodology to measure private benefits which makes it possible to weight the size of traded blocks on the basis of their strategic power. We apply our method to a sample of Italian block transactions and show that the traditional method underestimates control rents. The sensitivity of private benefits to net worth, leverage, and nonvoting shares is also examined. Finally, we show how to forecast the price of out-of-sample blocks of shares on the basis of information on company capital and ownership structure.     

Negotiated Block Trades and Corporate Control

We identify negotiated trades of large-percentage blocks of stock as corporate control transactions. When a block trades and the firm is not fully acquired, cumulative abnormal returns average 5.6%, and 33% of the chief executives are replaced within a year. Stock-price increases are larger when control passes to the new blockholder, when management does not resist the blockholder's effort to influence corporate policy, and when the block purchaser eventually fully acquires the firm. These findings suggest that the specific skills and expertise of blockholders, and not just the concentration of ownership, are important determinants of firm value.     

Blocks, Liquidity, and Corporate Control

The paper develops a simple model of corporate ownership structure in which costs and benefits of ownership concentration are analyzed. The model compares the liquidity benefits obtained through dispersed corporate ownership with the benefits from efficient management control achieved by some degree of ownership concentration. The paper reexamines the free-rider problem in corporate control in the presence of liquidity trading, derives predictions for the trade and pricing of blocks, and provides criteria for the optimal choice of ownership structure.     

The Entrepreneur's Choice between Private and Public Ownership

We analyze an entrepreneur/manager's choice between private and public ownership. The manager needs decision‐making autonomy to optimally manage the firm and thus trades off an endogenized control preference against the higher cost of capital accompanying greater managerial autonomy. Investors need liquid ownership stakes. Public capital markets provide liquidity, but stipulate corporate governance that imposes generic exogenous controls, so the manager may not attain the desired trade‐off between autonomy and the cost of capital. In contrast, private ownership provides the desired trade‐off through precisely calibrated contracting, but creates illiquid ownership. Exploring this tension generates new predictions.     

Pricing and information content of block trades on the Shanghai Stock Exchange

We study the pricing mechanisms and information content of block trades on the Shanghai Stock Exchange (SSE) for the six year period from 2003 to 2009.There is an average of about 4% block discount, which is large in magnitude and statistically significant, reflecting compensation for locating counterparties and the cost of negotiating terms. We also examine permanent price impacts of the trades and find that discount block trades (DBTs) have significant negative permanent price impacts for various periods extended up to 60 trading days after the block trades. Conversely, premium block trades (PBTs) have small and statistically insignificant negative permanent price impacts, suggesting that buyers do not possess valuable private information. Finally, we classify the trades into buys and sells using a set of stricter rules and note similar results to those of DBTs and PBTs. Of additional note, block sells on stocks with expirations of restricted shares seem to have significant information content. As these trades are more likely to be originated from insiders, our results suggest that they strategically time the sale of these shares to maximize gains.     

CORPORATE OWNERSHIP AND CONTROL IN THE U.K., GERMANY, AND FRANCE

Like its U.S. counterpart, the U.K. corporate ownership and governance system can be characterized as an outsider system with a large number of public corporations, widely dispersed ownership (though with growing concentrations of institutional shareholdings), and well-developed takeover markets. By contrast, the much smaller number and proportion of publicly traded German and French corporations are governed by insider systems--those in which the founding families, banks, or other companies have controlling interests and in which outside shareholders are not able to exert much control.
The different patterns of ownership in the U.K. and in France and Germany give rise to different incentives and corporate control mechanisms. Concentrated ownership would seem to encourage longer-term relationships between the company and its investors. But, while perhaps better suited to some corporate activities with longer-term payoffs, concentrated ownership could also lead to costly delays in undertaking necessary corrective action, particularly if the owners receive "private" benefits from owning and running a business. And, although widely dispersed ownership may increase the likelihood that corrective action will be sought prematurely (as outsiders rush to sell their shares in response to a temporary downturn), the presence of well-diversified public owners may also be more appropriate for riskier ventures requiring large amounts of new capital investment.
Thus, concentrated ownership, while having the potential to reduce information costs and to strengthen incentives to maximize value, can also impose costs in two ways: (1) by forcing managers and other insiders to bear excessive company-specific risks that could be transferred to well-diversified outsiders; and (2) by allowing insiders to capture private benefits at the expense of outsiders.     

The diversification cost of large,concentrated equity stakes. How big is it? Is it justified?

While the hypothesis that ownership concentration can affect the value of a company has seen a lot of empirical study, little light has been shed on a complementary problem, that these concentrated owners have a cost of their position due to an undiversified portfolio. Using a unique data set of the actual diversification of all Norwegian equity owners, we show that the largest owners of a corporation in fact have very undiversified equity portfolios, and that such owners have significant costs to their concentrated portfolios. At the level of risk of a benchmark portfolio, if they were to move from their present portfolio composition in risky assets to a well diversified portfolio, their returns would have increased by about 13 percentage points in annual terms. We ask whether this cost can be explained by estimated benefits of ownership concentration (private benefits), and show that extant estimates of private benefits are too low to offset our cost estimates.     

Anticompetitive Effects of Common Ownership

Many natural competitors are jointly held by a small set of large institutional investors. In the U.S. airline industry, taking common ownership into account implies increases in market concentration that are 10 times larger than what is “presumed likely to enhance market power” by antitrust authorities. 1 Within‐route changes in common ownership concentration robustly correlate with route‐level changes in ticket prices, even when we only use variation in ownership due to the combination of two large asset managers. We conclude that a hidden social cost—reduced product market competition—accompanies the private benefits of diversification and good governance.     

Corporate ownership and the value of a vote in an emerging market

Empirical evidence suggests that the voting premium in the Korean securities market is strongly related to the structure of corporate ownership. We find that the premium attached to voting stock is positively and significantly associated with the control value of a block of shares held by minority shareholders. We also find that the premium is negatively related to both the fraction of shares that are voting shares and the market value of equity. Empirical results indicate that private benefits of control in Korea are worth about 10% of the value of equity.     

Corporate Equity Ownership, Strategic Alliances, and Product Market Relationships

This paper examines long-term block ownership by corporations and performance changes in firms with corporate block owners. We also examine potential reasons for corporate ownership including benefits in product market relationships, alleviation of financing constraints, and board monitoring by corporate owners. We find the largest significant increases in targets' stock prices, investment, and operating profitability when ownership is combined with alliances, joint ventures, and other product market relationships between purchasing and target firms, especially in industries with high research and development. Our findings are consistent with the conclusion that block ownership by corporations has significant benefits in product market relationships.     

Wealth Effects of Private Equity Placements: Evidence from Singapore

We examine institutional characteristics and the wealth effects of private equity placements in Singapore. Our findings show that private placements in Singapore generally result in a negative wealth effect and a reduction in ownership concentration. We find that at high levels of ownership concentration, the relation between abnormal returns and changes in ownership concentration is significantly negative. We also show that the market reacts less favorably to placements in which management ownership falls below 50%, but more favorably to issues to single investors. We do not find evidence suggesting that our results are due to an information effect.     

Sooner or Later: An Analysis of the Delays in Insider Trading Reporting

Abstract:  Until October 2004, corporate insiders in Germany were required to report trades in the shares of their firm 'without delay'. Yet in practice, substantial reporting delays were common. We show that the delays are related systematically to the characteristics of the firm. Delays are longer in firms with dispersed ownership and in firms using German accounting standards. This suggests that managers of these firms are less responsive to the informational requirements of the capital market. We further find that abnormal returns after the reporting date of an insider trade are independent of the reporting delay. This implies that prices are distorted in the period between the insider trading and the reporting date. This is a strong point in favour of regulations that require and enforce the immediate disclosure of insider trades.     

Equity financing in a Myers–Majluf framework with private benefits of control

This paper generalizes the Myers and Majluf (1984) model by introducing an agency cost structure based on private benefits of control. This new model predicts that many corporate finance variables each have opposing effects on under- and overinvestment. Private benefits exacerbate overinvestment but, interestingly, a small amount of private benefits can enhance firm value by alleviating underinvestment. Likewise, an increase in insider ownership alleviates overinvestment but aggravates underinvestment. When private benefits are small, the adverse effect of insider ownership on underinvestment tends to dominate. When there are considerable private benefits, the incentive-alignment effect of insider ownership is pronounced. Additionally, this model reconciles existing equity financing theories on announcement effects. It helps resolve the puzzle that small-growth firms do not seem to have an asymmetric information disadvantage when they issue new equity.     

Private Benefits of Control: An International Comparison

We estimate private benefits of control in 39 countries using 393 controlling blocks sales. On average the value of control is 14 percent, but in some countries can be as low as ?4 percent, in others as high a +65 percent. As predicted by theory, higher private benefits of control are associated with less developed capital markets, more concentrated ownership, and more privately negotiated privatizations. We also analyze what institutions are most important in curbing private benefits. We find evidence for both legal and extra‐legal mechanisms. In a multivariate analysis, however, media pressure and tax enforcement seem to be the dominating factors.     

Ownership Structure and Accounting Method Choice: A Study of European Real Estate Companies

Companies can under IAS 40 Investment Properties choose between the fair value and the cost models. The fair value model arguably results in more relevant information but is also more costly to use. Based on studies suggesting that financial reports are a more important medium for communication with investors if ownership is dispersed, we hypothesize that the use of the fair value model is positively associated with ownership dispersion. We study European Real Estate firms and find support for this prediction. We also find a positive association between trade of shares and ownership dispersion, supporting the view that financial statements are less important if ownership concentration is high. Finally, we examine whether the choice depends on the identity of large owners. Companies with a financial company as the largest owner are somewhat more likely to choose the fair value model. Overall, the results indicate that accounting rules facilitating optional accounting policies have benefits.     

Determinants of state equity ownership,and its effect on value/performance: China's privatized firms

Evidence on the relationship between state ownership and performance in China's privatized firms is convex, concave and linear. Hence, the nature of this relationship is not resolved. This study examines this relationship for a larger, more recent sample of 4315 firm year observations of privatized Chinese firms during 1996–2003. Results support the hypothesis of a convex relationship between state ownership and performance showing benefits from strong privatization and state control. Not only is ownership structure found to affect performance, but also ownership concentration and balance of power jointly affect performance. Chinese firms with mixed control show significantly poorer performance than state or private controlled firms affirming the problem of ambiguity of ownership control, property rights, agency issues, profits and welfare objectives. New determinants of state ownership in China's firms are strategic importance, legal ownership, profitability, and market performance. Privatization benefits because there is a causal relation between ownership and performance.     

Ownership Concentration in Privatized Firms: The Role of Disclosure Standards, Auditor Choice, and Auditing Infrastructure

We rely on a unique data set to estimate the impact of disclosure standards and auditor‐related characteristics on ownership concentration in 190 privatized firms from 31 countries. Accounting transparency can help alleviate the agency conflict between minority investors and controlling shareholders, which is evident in the extent of ownership concentration, since the expropriation of corporate resources hinges on these private benefits remaining hidden. After controlling for other country‐level and firm‐level determinants, we find weak (no) evidence that extensive disclosure standards (auditor choice) reduce ownership concentration. In contrast, we report strong, robust evidence that ownership concentration is lower in countries with securities laws that specify a lower burden of proof in civil and criminal litigation against auditors, consistent with Ball's [2001] predictions. Collectively, our research implies that minority investors worldwide value legal institutions that discipline auditors in the event of financial reporting failure over both the presence of a Big 5 auditor and better disclosure standards. Re‐estimating our regressions on a broad sample of western European public firms provides similar evidence on all of our predictions.     

Monitoring, Implicit Contracting, and the Lack of Permanence of Leveraged Buyouts

We present a possible explanation for the lack of permanenceof the very high levels of concentration of ownership that accompanyleveraged buyouts. We first argue that some diffusion of ownershipcan be beneficial to the shareholders of a firm by encouragingthe employees of the firm to enter into implicit contracts withthe firm. The level of concentration of ownership that maximizesfirm value is therefore that which trades off the well-knowngains from monitoring with the gains from implicit contracting.We then argue that, in the process of concentrating the ownershipof a firm that has excessively diffuse ownership to a levelthat maximizes firm value, investors in leveraged buyouts willchoose an initial level of concentration of ownership that isvery high. They will do so in order to put pressure on managersto breach existing implicit contracts. Following the breachof these contracts, investors will decrease the level of concentrationof ownership to the level that maximizes firm value. There willbe no further breach of implicit contracts, for such breachis incidental to the transformation of the firm from one thathas excessively diffuse ownership to one that has the optimallevel of diffusion of ownership. No change in the concentrationof ownership therefore occurs once the level of diffusion ofownership that maximizes firm value has been attained. JEL Classification:G30.