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.     

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.     

Does corporate diversification create value in emerging markets? New evidence from Chile

Using a sample of 85 Chilean firms listed in the Santiago Stock Exchange from 2005 to 2013, we analyze the impact of corporate diversification on firm value. We consider voting rights of the main shareholder and institutional investors’ influence on firm value. We report firm‐value destruction for diversified firms. Regarding ownership concentration, we report a negative relation between the largest shareholder ownership and firm value. Separation between voting rights and cash flows rights of this shareholder is negatively related to firm value. While Pension Fund Administrators (AFP) mitigate firm value destruction in diversified firms, other institutional investors do not play an active role in controlling value destruction. Finally, if the largest owner is a family, we report firm‐value creation in diversified firms. Copyright © 2016 ASAC. Published by John Wiley & Sons, Ltd.     

控制权、现金流权与公司业绩——来自中国民营上市公司的经验研究

本文选取了2004年底在深市和沪市上市交易的238家民营公司作为样本,通过层层追溯控制链辨认了我国民营上市公司的最终控制股东,考察了最终控制股东拥有的控制权与现金流权及其偏离的程度,并进行了实证分析。结果发现在我国民营上市公司中,最终控制股东控制权的集中程度较高,并且其现金流权与控制权存在着偏离。最终控制股东的现金流权与公司业绩显著正相关,控制权与现金流权的偏离程度与公司业绩显著负相关     

Defining Ownership: An empirical assessment of the ownership measures

Ownership is considered to be one of the crucial governance mechanisms; however, there have been no systematic attempts at validating the construct and measures used to operationalize ownership. We review the current understanding of ownership and the measures used by each perspective, namely blockholder/dispersed shareholder perspective, owner identity perspective, and aggregated ownership perspective. We thereafter critique each of these perspectives, offer hypotheses regarding their validity, and empirically assess each ownership measure vis‐à‐vis firm performance outcomes. We utilize a sample of 3,990 US firms to test our hypotheses and find no consistent results for the blockholder measure, or for the owner identity measure. However, the aggregated ownership measure consistently accounts for significant increases in explanation of variance in firm performance. Copyright © 2018 ASAC. Published by John Wiley & Sons, Ltd.     

法律环境、金字塔结构与家族企业的“掏空”行为

我国家族上市公司的最终控制人多数采用金字塔结构实现对上市公司的超额控制,现金流量权和控制权的分离程度较为严重。以2002-2004年家族上市公司为研究样本,本文实证考察了家族上市公司所处地区的法律环境及金字塔结构与"掏空"行为之间的关系。研究结果表明:控制性家族"掏空"上市公司的概率与其拥有的现金流量权显著负相关,与现金流量权和控制权的分离程度正相关;同时,较高的法治水平能够有效地遏制控制性家族的"掏空"行为。因此,建立一个有效的股东权利保护机制,同时完善家族上市公司的现金流量权和控制权结构,对于推进公司治理具有重要意义。     

Do financial constraints in an unstable emerging economy mitigate the opportunistic behavior of entrenched family owners?

Prior research is not conclusive whether information asymmetries or managerial discretion are the cause of observed investment-cash flow sensitivity. This paper examines the effect of family firms' governance heterogeneity on firm's investment-cash flow sensitivity in Brazil. The Brazilian economic and corporate governance context present several idiosyncratic features, including weak minority shareholder protection, an underdeveloped capital market, macro-economic uncertainties, the presence of controlling shareholders (especially families), and the excessive use of control-enhancing mechanisms, allowing us to explore in greater detail the drivers of investment-cash flow sensitivity. We find that investment is more sensitive to cash flow for firms with a highly entrenched family presence (divergence between corporate control and voting rights coupled with family management) than in less entrenched family firms. This result emerges primarily due to financial constraints from asymmetric information, rather than agency problems of free cash flow from abuse of managerial discretion. Our findings shed new light on the role of excessive control rights in investment decisions, allowing family managers to reallocate capital to cope with financial constraints in times of economic uncertainties.     

Whose firm is it anyway? Analyzing ownership effects on IPO performance

This study revisits current practice that ownership holding at IPO has a homogeneous impact on IPO performance. Using signalling theory, we develop and test a conceptual model explaining the relationships between the aggregated ownership structure and IPO price premium. We argue that aggregated ownership has a direct effect on issue price premium, and offer specific hypotheses on the effect of the shares sold during the offering by each type of owner on IPO performance. We use archival data from a sample of US firms that issued IPOs between 1996 and 2000 and find a significant direct effect of ownership configuration, namely, heterogeneity in effect of each ownership type on IPO performance as well as interaction effects between different ownership types. Copyright © 2013 ASAC. Published by John Wiley & Sons, Ltd.     

How Owners Matter? An Examination of Ownership Type in Corporate Disaster Relief Giving

Little research has investigated the effect of ownership identity (or type) and corporate philanthropy experience on giving. In this research, relying on legitimacy theory, we first assess the effect of ownership identity on corporate philanthropy (CP) in the context of the 2008 earthquake in China. Then we explore moderation effects of firms' prior CP experience and size as proxies for perceived legitimacy on owners' efforts at increasing giving and legitimacy. We find that state and CEO ownership are deterrents, while non‐SOE and institutional ownership enhances giving probability and amount. In addition, there is evidence that firm size and prior CP weaken the effects of institutional ownership on CP. This study provides a complete assessment of owner behaviour. Copyright © 2018 ASAC. Published by John Wiley & Sons, Ltd.     

Disentangling CEO compensation: A simultaneous examination of time,industry, and firm‐level effects

Despite decades of research, how CEO compensation is determined remains an enigma. Drawing on agency, managerial hegemony, and institutional theoretical perspectives, we use hierarchical linear modelling—a multilevel analytic technique—to examine how firm‐, industry‐, and time‐level effects drive CEO compensation in US corporations. Results show that while cash salary is mostly driven by firm‐specific factors, equity‐based compensation responds to time‐level effects with firm‐ and industry‐level effects playing a marginal role. We argue that such evidence is consistent with the institutionalization of the CEO compensation determination process through the widespread adoption of benchmark peer‐group comparisons. Such practices underlie economy‐wide changes in CEO compensation that are increasingly disconnected from other fundamental firm‐ or industry‐specific factors. Copyright © 2015 ASAC. Published by John Wiley & Sons, Ltd.     

The effects of firm size and firm performance on CEO pay in Canada: A Re-Examination and Extension

Using insights from academic and practitioners' perspectives and recent data, this paper extends the literature by using pay variables that are typically used by practitioners, including those not studied in previous academic research. Consistent with previous findings, firm size, measured by three-year average revenues, has strong effects on CEO pay. However, the relationship is not the same for firms of different sizes. Revenue elasticity is strong among small companies and disappears for medium and large companies. Firm performance, measured by accounting-based measures (return on assets and return on equity), and market-based measures (total shareholder return and shareholder value), have little effects on CEO cash compensation, but strong positive effects on equity compensation. Implications for research and practice are discussed.     

Does the origin of a succession CEO matter in the market value of innovation? Disentangling the origin of internal CEOs

This study complements previous research regarding CEO origin and family businesses by incorporating upper echelons theory with the perspective of family effect as well as disentangling CEO origin to provide a better understanding of how external, unrelated internal, and family succession CEOs affect innovation performance. We further reveal how a family founder helps improve the value of innovations undertaken by family heirs. The results show that firms with unrelated internal succession CEOs experience higher (lower) stock market reactions to innovation announcements than those with family (external) succession CEOs. Founders serving on the board reduce the negative effect between family heirs and innovation performance. Copyright © 2016 ASAC. Published by John Wiley & Sons, Ltd.     

Cash holdings and corporate governance in family-controlled firms

This study examines the association between corporate governance and cash policy within family-controlled firms. Family businesses are complex, because, in addition to dealing with common business requirements and opportunities, they must consider the needs and desires of the family owners. The results of this study show that the impact of corporate governance, with its separation of control rights and cash flow rights, director-ownership-in-pledge ratio and proportion of independent directors on cash policy, differs between family-controlled and nonfamily-controlled firms. Separation of seat control rights and cash flow rights, as well as chair duality, significantly affects the cash policy within different levels of cash holdings in firms.     

Presuccession Performance,CEO Succession,Top Management Team,and Change in a Firm's Internationalization: The Moderating Effect of CEO/Chairperson Dissimilarity

Extending the literature on CEO succession, we found that a succession event together with a change in top management related positively to strategic change toward greater internationalization. In a study of 160 Taiwanese firms, we found relationships between firm performance, outside CEO appointment, change in firm's top management team (TMT), and the degree of a firm's internationalization. Moreover, the positive association between a post succession TMT structural change and degree of internationalization was observed only in those cases where dissimilarity between CEO and chairperson (with respect to educational degree and overseas education) was low. The implications of these findings for scholarship and practice are discussed. Copyright © 2011 ASAC. Published by John Wiley & Sons, Ltd.     

Does gender diversity on corporate boards increase risk‐taking?

We study the impact of board gender diversity on firm risk‐taking in a developing market. Our study is drawn from a sample of 30 Tunisian‐listed firms between 1997 and 2010. First, we found that women have a risk perception that leads to risk avoidance behaviour: the presence of women directors, even when there is one woman director, is positively associated with cash ratio. Second, we showed no significant relationship between board gender diversity and the propensity to take strategic or financial risk‐taking. Third, the presence of state officer/bureaucrats and/or politically connected women have a positive effect on cash holding and investment opportunities. Finally, we found that foreign investors do not invest in firms with gender‐diverse boards. We conclude with a discussion of contributions to scholarship and practice, and present avenues for future research. Copyright © 2015 ASAC. Published by John Wiley & Sons, Ltd.     

控股股东所有权结构、产权性质与高管薪酬决定的掏空效应

本文基于股东间代理问题视角,利用2007~2011年我国A股上市公司数据,实证考察了高管薪酬的过度支付是否会成为控股股东实现控制权私利的一种路径。研究发现：在地方国企中,高管薪酬水平与控股股东的现金流权显著负相关,与控股股东控制权与现金流权的两权分离度显著正相关,但这一结论在央企和民营企业中均不成立。这表明地方国企高管薪酬决定存在明显的掏空效应。本文的研究结论对于深化国企高管薪酬管理制度改革具有政策启示涵义。     

Corporate ownership and control contestability in emerging markets: The case of Colombia

This study examines the structure of voting control and blockholders’ contestability for a sample of 233 non-financial listed firms in Colombia during 1996–2004. Corporate control is characterized by high ownership concentration and blockholder power, which implies low separation ratios between cash flow rights and voting rights. On average the separation ratios for the largest voting block is 0.95, while that for the fourth largest shareholder is 0.75. Corporate control is privately biased when there is direct monitoring of firm management by controlling owners. Regression results show that a more equal distribution of equity among large blockholders has a positive effect on firm value. Contestability matters most when firm shares are liquid and actively traded on the stock market. This finding is reinforced when the probability that the largest block can form a winning coalition decreases and performance variables, such as market to sales ratio and return on equity, are included in the estimating equations as substitutes for firm value. In addition, our estimations provide evidence that diversion of rents (tunneling) is limited by blockholders’ contestability.     

Why do firms hold so much cash? An innovation explanation

Theory holds that knowledge has positive economic consequences. While US corporations defend record high level cash holdings citing the precautionary motive in response to changing firm characteristics, I find that knowledge‐based innovation can partially explain these changes. Using distance to the nearest research university as a measure of knowledge intensity, I show that knowledge‐intensive firms hold more cash, even after controlling for firm R&D. Moreover, knowledge‐intensive firms exhibit higher marginal value of cash and save more cash from cash flows than their less knowledge‐intensive counterparts. Overall, the precautionary motive appears to dominate the agency motive, with the effect of knowledge on cash holdings strengthening over time. Copyright © 2014 ASAC. Published by John Wiley & Sons, Ltd.     

Long‐Run Stock and Operating Performance of Underwriter Warrants: Evidence from Seasoned Equity Offerings

We examine the long‐run stock and operating performance of firms issuing underwriter warrants. Using matched samples, we found significant long‐run underperformance of seasoned equity offerings (SEOs) with warrant compensation, relative to SEOs with cash compensation, following offering announcements. Profitability measures of firms issuing underwriter warrants are also significantly lower over the post‐offering period. In sharp contrast to these results, growth measures of warrant‐issuing firms are greater for both pre‐ and post‐offering periods. Combined together, our results suggest that underwriter warrants are offered in a way to take advantage of the higher growth potential of issuing firms in the short term, whose growth trend is, however, transitory and not materialized into higher stock or operating performance over the long‐run, post‐offering period. We interpret our results as suggesting that the certification effect of SEOs with warrant compensation through growth signaling does not last in the long run. We further offer a behavioral approach as explanations of the short‐run outperformance of SEO firms with warrant compensation with empirical evidence supporting the Miller's divergence of opinion hypothesis.     

The Effects of Fraud and Lawsuit Revelation on U.S. Executive Turnover and Compensation

This study investigates the impact of fraud/lawsuit revelation on U.S. top executive turnover and compensation. It also examines potential explanatory variables affecting the executive turnover and compensation among U.S. fraud/lawsuit firms. Four important findings are documented. First, there was significantly higher executive turnover among U.S. firms with fraud/lawsuit revelation in the Wall Street Journal than matched firms without such revelation. Second, although on average, U.S. top executives received an increase in cash compensation after fraud/lawsuit revelation, this increase is smaller than that of matched non-fraud/lawsuit firms. Third, fraud/lawsuit firms were more likely to change top executive when chief executive officer (CEO) was not the board chairman and CEO had been on the board for a short time. Fourth, fraud/lawsuit firms were more likely to reduce their executive cash compensation when profitability was low, firms were involved in fraud, the compensation committee size was small, and the board met more often. These findings indicate that although, in general, U.S. fraud/lawsuits firms did not reduce their executive cash compensation, those involved in fraud were more likely to reduce their executive cash compensation than to change their top executives. The finding, that ethical standards is not a significant factor for U.S. executive turnover nor compensation reduction, suggests that ethics appears to play no part in the board’s decisions, and that U.S. firms may have ethical standards in writing but they do not implement nor enforce the standards.