Do small shareholders count?

We hypothesize that age similarity among small shareholders acts as an implicit coordinating device for their actions and, thus, could represent an indirect source of corporate governance in firms with dispersed ownership. We test this hypothesis on a sample of Swedish firms during the 1995-2000 period. Consistent with our hypothesis, we find that compared with shareholders of differing ages, same-age noncontrolling shareholders sell more aggressively following negative firm news; firms with more age-similar small shareholders are more profitable and command higher valuation; and an increase (decline) in a firm's small shareholder age similarity brings a significantly large increase (decline) in its stock price. The last effects are more pronounced in the absence of a controlling shareholder.     

Do antitakeover provisions harm shareholders?

We reexamine the negative relation between firm value and the number of antitakeover provisions a firm has in place. We document that firms with characteristics indicating low power to bargain for favorable terms in a takeover, but also indicating high potential agency costs, have more antitakeover provisions in place. We also find that for these firms, Tobin's Q increases in the number of adopted provisions. These findings are robust to several methods that control for endogeneity. Our evidence suggests that adopting more antitakeover provisions is beneficial for certain firms and challenges the commonplace view that antitakeover provisions are universally harmful for shareholders.     

Controlling shareholders’ opportunistic use of share repurchases

This study examines how share repurchase and dividend policies are influenced by controlling shareholders in an emerging market. We maintain that the controlling shareholders can utilize share repurchase opportunistically, particularly when they exercise voting rights in excess of cash-flow rights. The evidence of Korean firms suggests that the wedge between the voting rights and cash-flow rights positively affects share repurchases but negatively affects cash dividends. We also find that share repurchases are not always supported by operating performances. The results indicate that firms may utilize share repurchases as a means to pursue private benefits of the controlling shareholders. We also document that share repurchases do not substitute for cash dividends, suggesting that share repurchases are not genuine distributions. Furthermore, we find that the wedge of share repurchases reduces firm value. Overall, our results indicate that the controlling shareholders of Korean firms use share repurchases opportunistically rather than strategically.     

Board composition after mergers,does it matter to target shareholders?

This paper examines whether post-merger board composition affects the premiums paid to target shareholders. Using a sample of 207 stock-for-stock mergers from 1996 to 2004, we show that target merger premiums vary inversely with target director representation on the post-merger board. We also provide some evidence that both inside and outside target directors may trade shareholder wealth for board seats in the combined firms. However, we do not find board ownership moderates the relation between target merger premiums and post-merger board composition. Consistent with previous studies of management incentives in mergers, our empirical evidence supports the non-perfect agency theory. That is, target directors may sacrifice target shareholder interests to obtain a seat on the post-merger board.     

Monitoring the board: should shareholders have direct proxy access?

Motivated by the current discussion to reform shareholder-nominated director elections, this paper presents a model that shows that, when shareholders have direct access to proxy, the quality of the board of directors improves. This is so because more independent directors—regarded as better monitors of managerial activities—will be elected. In the model, a manager maximizes his expected utility by solving the trade-off between reputation and consumption of private benefits. The board can be of high-type (independent, only cares about reputation) or low-type (non-independent, faces a trade-off similar to the manager's). When the board can signal its type at a relatively small cost, giving shareholders direct access to proxy is better than delegating the nomination of outside directors to managers: in the first alternative, only high-type boards will be kept, whereas in the second, low-type boards will predominate.     

Will corporate directors engage in bias arbitrage to curry favor with shareholders?

Bias arbitrage reflects a situation where agents engage in courses of action designed to take advantage of principals’ misperceptions of risk for personal gain (Aviram, 2007). The current study investigates whether corporate directors will attempt to curry favor with shareholders by engaging in bias arbitrage; specifically, we examine whether directors will support a costly initiative that, at best, would insignificantly lower the estimated probable risk of financial reporting fraud to bolster their chances of being reelected to the board. A total of 71 corporate directors participated in an experiment that included a within-participant treatment (shareholders’ perception of risk was the same as or higher than the director’s estimate of probable risk) and two between-participant treatments (director’s upcoming reelection risk was low or high; board meeting discussion transparency was low or high). When shareholders’ perceived risk and directors’ estimate of probable risk were the same, support for the initiative was relatively low across the reelection risk and discussion transparency treatments. When shareholders’ perceived risk was higher than probable risk, a significant interaction term indicates that support for the initiative was (1) low when reelection risk was low, irrespective of discussion transparency, (2) moderate when reelection risk and discussion transparency were high, and (3) high when reelection risk was high and discussion transparency was low. We provide evidence of a potential threat to effective enterprise risk management and director objectivity that has not previously been investigated and evaluate a method for mitigating this threat.     

Does overcapacity prompt controlling shareholders to play a propping role for listed companies?

A major risk currently facing the Chinese economy is overcapacity, which affects the efficiency of social resource allocation (Xi et al., 2017; Huang et al., 2019). When a company is in crisis, the internal capital market often plays a propping role. This study approached this issue from the perspective of the controlling shareholder and examined whether controlling shareholders provide financial support to enterprises in industries with excess capacity. According to the data for China’s A-share listed companies from 2007 to 2019, companies in industries with excess capacity received more financial support from controlling shareholders compared with those in non-overcapacity industries. Analysis of the mechanism revealed that state-owned enterprises and companies with relatively poor financial status received more financial support from controlling shareholders. This study also examined the economic consequences of such support and found that it is conducive to enhancing enterprise value. This study enriches the literature on overcapacity and internal capital markets by demonstrating that internal capital markets play a propping role for companies facing industry-level crises. This finding has both theoretical value and practical implications related to supply-side reform and capacity reduction.     

Equity sales in Belgian corporate groups: expropriation of minority shareholders? A clinical study

In Belgian corporate groups, complex pyramidal structures and interlocking ownership lead to separation of ownership and control. This may generate incentives for the controlling shareholder to divert resources within the group through intragroup equity sales. This in turn could lead to significant private benefits at the expense of the minority shareholders. We test this hypothesis by investigating the stock price reaction to the announcement of equity sales in Belgian groups. Our results suggest that intragroup equity sales create value for minority shareholders. Equity sales between group members and non-group members do not seem to affect the value for minority shareholders in Belgian groups.     

Corporate governance, expropriation of minority shareholders�� rights, and performance of Latin American enterprises

This study empirically exams whether the internal corporate governance mechanisms of the firms represented in Latin American equity markets lead to the expropriation of minority shareholders’ rights; and whether such expropriation leads to economic underperformance. The data is a sample of 97 companies from Brazil, Chile, and Mexico, for a 3-year period (2000–2002). The results suggest a relationship between the characteristics of a firm’s board of directors and the expropriation of minority shareholders’ rights. Finally, the study provides evidence that expropriation of minority shareholders’ rights may lead to under performance in emerging economies.     

The effect of controlling shareholders’ excess board seats control on financial restatements: evidence from Taiwan

This study examines the relation between controlling shareholders’ excess board seats control and financial restatements. An analysis of a sample comprising 106 Taiwanese listed firms (53 restating firms vs. 53 non-restating control firms) shows that financial restatements are more likely to occur when there is a greater divergence between controlling shareholders’ board seats control rights and ownership rights. We also find that the excess board seats control of controlling shareholders is positively associated with the materiality and pervasiveness of financial restatements. Overall, these results suggest that the entrenchment incentive from controlling shareholders’ excess control motivates firms to adopt aggressive accounting policies.

Why are shareholders not paid to give up their voting privileges? Unique evidence from Italy

Dual-class share unifications have typically been argued to be beneficial for voting shareholders, who are usually compensated for the loss of their superior voting privileges. However, no covenants exist that make this compensation mandatory for voting shareholders. In this paper, we examine a subset of dual class share unifications from Italy where, in the main, voting shareholders are not offered any compensation in lieu of the loss of their superior voting rights. We present a simple model describing the conditions under which the controlling voting shareholder will choose not to offer compensation to minority voting shareholders as part of a share unification. Our empirical results support the model predictions.     

Executive stock-based compensation and firms’ cash payout: the role of shareholders’ tax-related payout preferences

We hypothesize that the structure of executive stock-based compensation helps to align managers’ payout choices with shareholders’ tax-related payout preferences. Specifically, stock options, which are not dividend-protected, can deter self-interested executives from using dividends as a form of payout. In contrast, restricted stock, which is dividend-protected, is more likely to induce the use of dividends. Relatedly, shareholders’ preferences for dividends, which are taxed as ordinary income, can depend on the income tax consequences of dividends relative to those of long-term capital gains. To test our hypothesis, we investigate whether the exogenous changes in shareholders’ tax-related payout preferences following the 2003 dividend tax rate reduction result in predictable shifts in executive stock-based compensation and in managers’ payout choices. Consistent with our prediction, we find a positive relation between the increased use of dividends in firms’ payouts and the increased (decreased) use of restricted stock (stock options) in executive compensation, particularly for firms with a greater percentage ownership by individual investors and with lower costs associated with modifying the structure of their compensation plans. Our investigation of the role of shareholders’ tax-related payout preferences in the design of executive stock-based compensation extends the prior literature that has largely focused on the role of incentive contracts in inducing managerial effort, risk taking, and retention.     

Have changing takeover defense rules and strategies entrenched management and damaged shareholders? The case of defeated takeover bids

Using the Delaware Supreme Court's Time-Warner decision of July 1989 as a focal point, we study defeated takeover bids before and after July 1989 to assess the direct effects of stronger takeover impediments on takeover defense tactics used to defeat bids and the resulting shareholder wealth outcomes and managerial turnover. We find that firms that defeated takeover bids after July 1989 shifted away from the use of active takeover defenses (repurchases, special dividends, greenmail, and leverage increases). Nevertheless, shareholders of firms that defeat a takeover experienced slightly better wealth outcomes in the 1990s than in the 1980s. We also find increased managerial turnover rates after defeating a takeover bid post Time-Warner, suggesting that managers that defeat hostile takeover bids did not become more entrenched due to greater takeover impediments relative to prior years.     

Discussion of “Executive stock-based compensation and firms’ cash payout: the role of shareholders’ tax-related payout preferences”

Aboody and Kasznik (Rev Acc Stud, this issue, 2008) develop and test cross-sectional predictions about how firms might respond to the 2003 dividend tax cuts. My discussion suggests some alternative firm responses, a restructuring of the main tests to be consistent with the theory and predictions, and an interpretation of the magnitude of the observed associations. Overall, the paper addresses an interesting issue, recognizes that executive compensation is endogenous in this event, and adds to the long literature on dividend payout policy.