Ownership concentration and corporate governance practices: substitution or expropriation effects?

The objective of this study is to analyze the relation between ownership concentration and corporate governance practices of a group of Canadian companies listed on the Toronto Stock Exchange. We rely on the corporate governance index developed by the Report on Business (ROB) in 2002. Our empirical results are consistent with the expropriation effect argument that predicts a negative relation between deviation from the one share‐one vote rule and corporate governance best practices. In this context, the dominant shareholder has incentives to maintain weak internal controls in order to facilitate expropriation. In addition, consistent with prior research, our results give partial support to the substitution effect argument by showing a negative impact of ownership concentration on the board composition subindex. Copyright © 2007 ASAC. Published by John Wiley & Sons, Ltd.     

The Performance of State–Owned Enterprises Revisited

Many theoretical and empirical studies look at the ownership–performance relationship. So far, the literature in finance and in accounting mainly refers to the property rights, agency and public choice theories. Despite the fact that the results of these studies are more or less conclusive, it is usually considered that the private enterprise performs better than the state–owned enterprise. In this article, we argue that these studies suffer from one major limitation. They do not recognize that the goals of the state–owned enterprise are different from the ones espoused by the private firm. Using a sample of state–owned entreprises and private firms for the period 1976–1996, we present empirical evidence that the state–owned enterprises, when their main goal is to maximize profit, perform as well as the privately owned enterprises. Therefore, the alleged under–performance of the state–owned enterprises may only be the result of pursuing other goals while the poor quality of public managers may be another urban myth.     

Regroupements d'entreprises et IFRS: le cas de GlobeCom Corporation et Synthetics Inc.

This case addresses the accounting for mergers and acquisitions in Canada. Since January 1, 2011, any new transactions from mergers and acquisitions made by a public company must be recorded in accordance with the International Financial Reporting Standards (IFRS). In the case of a partial acquisitions, two theoretical approaches to accounting is allowed under IFRS 3: the approach of a separate entity and the modified approach of the parent entity. For mergers and acquisitions that occurred before this date, firms could either be early adopters to IFRS or firms could apply the Canadian standards that were allowed at the time of reunification. Under Canadian GAAP (CICA, Chap. 1581), partial acquisitions are accounted for using the approach of the parent entity. Canadian public companies that have chosen to recognize their business combinations which occurred before January 1, 2011, according to the approach of the parent entity, may continue to do so even after the enforcement of IFRS. Thus for years to come, we can see in the financial statements of various Canadian public companies business combinations presented in three different ways: according to the separate entity approach, the parent entity approach and, the modified approach of the parent entity. We also include in the case the U.S. GAAP for mergers and acquisitions. In this case, we strongly draw on an acquisition that actually happened, which we adapted to illustrate the three theoretical approaches to account for mergers and acquisitions. In particular, we have changed the name of the company.     

Boards of Directors, Market Discipline and Firm Performance

Abstract:   The board of directors is generally seen as an important internal governance structure. However, the empirical evidence on the board‐performance relationship is not conclusive. On the other hand, a growing literature suggests that different control mechanisms, either internal or external to the firm, can interact with each other and affect performance. One such important factor is product market competition. The objective of the study is to investigate further the board‐performance relationship taking into consideration the potential effect of market competition. More precisely, the study analyzes the combined effect of boards of directors' characteristics, and market discipline on firm performance. Overall, the results suggest that competition has a positive and significant impact on firm profitability and productivity. Moreover, this determinant factor creates the conditions for which the board‐performance relationship is supported. In other words, for boards to be effective, firms should be exposed to a competitive environment.     

Ownership–efficiency relationship and the measurement selection bias

This study analyses the bias in the selection of performance measures for ownership comparisons, which depends on the specific objectives of the firms being compared. Our sample includes 13 Canadian state‐owned enterprises (SOEs), commercialized and/or privatized between 1976 and 2001. To replace profitability measures and reduce biases, we propose the use of technical efficiency, which provides for SOEs’ specificities. Overall, the results clearly support the view that privatization has no impact on a firm's technical efficiency, the only positive impact being related to a change in the objectives of the firm while using profitability measures. The results of this study raise the question of the validity of comparisons between SOEs and private firms when using profitability indicators. The potential bias in favour of the private firms contributes to a misleading image of the public sector being presented as inferior and inefficient. The use of more sophisticated measures, such as data envelopment analysis, suggests conflicting conclusions. This study also casts doubt on the legitimacy of the privatization program initiated around the world and more specifically in Canada in which the main justification for such a reform has been to increase the performance of SOEs.     

Large Shareholder Entrenchment and Performance: Empirical Evidence from Canada

Abstract:  Recent empirical evidence indicates that the largest publicly traded companies throughout the world have concentrated ownership. This is the case in Canada where voting rights are often concentrated in the hands of large shareholders, mostly wealthy families. Such concentrated ownership structures can generate specific agency problems, such as large shareholders expropriating wealth from minority shareholders. These costs are aggravated when large shareholders don't bear the full costs of their decisions because of the presence of mechanisms (dual class voting shares, pyramids) which lead to voting rights being greater than the cash flow rights (separation). We assess the impact of separation on various performance metrics while controlling for situations when the large shareholder has (1) the opportunity to expropriate (high free cash flows in the firm) and (2) the incentive to expropriate (low cash flow rights). We also control for when the large shareholder has the power to expropriate (high voting rights, outright control and insider management) and for the presence of family ownership. The results support our hypotheses and indicate that firm performance is lower when large shareholders have both the incentives and the opportunity to expropriate minority shareholders.     

The Use of Governance Indexes in the Governance‐Performance Relationship Literature: International Evidence

The objective of this study is threefold. First, we present a review of the international studies that have investigated the link between firm‐level governance scores and performance. To our knowledge, this study is the first to provide a comprehensive review of this recent and growing literature. Second, we discuss potential methodological shortcomings of using governance indexes. Third, we propose directions for future research. Overall, a clear positive relation is found between governance ratings and performance in Europe and in emerging economies, whereas studies conducted in the US and Canada have generated mixed evidence. The empirical problems related to measurement, substitution between governance arrangements, endogeneity, and optimization across governance choices are discussed. Solutions are proposed to alleviate these concerns. Copyright © 2011 ASAC. Published by John Wiley & Sons, Ltd.     

R&D activity in Canada: does corporate ownership structure matter?

This study examines the link between ownership structures and R&D activities in Canada. We hypothesize that highly concentrated ownership structures or the presence of controlling minority shareholders negatively affects R&D intensity of Canadian manufacturing firms. Our results show that the concentration of voting rights is negatively related to the level of R&D expenditure and R&D outcomes. Furthermore, we show that the level of separation between the voting and cash flow rights held by dominant shareholders of “Controlling Minority Structure” firms has a positive effect on R&D intensity but a negative effect on R&D outcomes. Copyright © 2010 ASAC. Published by John Wiley & Sons, Ltd.     

Ownership concentration,separation of voting rights from cash flow rights,and earnings management: an empirical study in Canada

Drawing from models of Jones (1991) and Kothari, Leone, and Wasley (2005), this study examines the relationship between Canadian corporate ownership structure and earnings management from 1995 to 1999. There is evidence of a nonmonotonic relationship. The concentration of voting and cash flow rights with the ultimate owner first increases earnings management, but as the level of ownership concentration increases, earnings management decreases. There is also a positive correlation between earnings management and voting and cash flow rights divergence. This is particularly evident when the gap between voting and cash flow rights is high. Copyright © 2008 ASAC. Published by John Wiley & Sons, Ltd.