Related party transactions and firm value: The moderating role of corporate social responsibility reporting

This study investigates the influence of related party transactions (RPTs) on firm value. Further, it examines whether a firm’s corporate social responsibility (CSR) reporting reflects its corporate values and ethical concerns, therefore mitigating the value-destroying effects of RPTs. Based on 274 observations from publicly listed firms in Indonesia, our results show that RPTs (i.e., related party sales) are negatively related to firm value. Further, we find that in the presence of better CSR reporting, the relationship between RPTs and firm value becomes more positive. This is in line with the view that CSR reporting, which reflects firms’ ethical concerns, may serve as a mechanism against managers’ opportunism. However, we find that related party payables have a positive relationship with firm value. Further investigation reveals that, although certain RPTs show a short-term, value-enhancing effect, these transactions seem to result in subsequent tunneling activities, suggesting managerial opportunism in the long term.     

基于效率观和掏空观的关联交易与盈余质量关系研究

目前学术界关于大股东控制下的关联交易对上市公司的影响主要存在"效率促进"和"掏空"两种主流观点。郑国坚等(2007)发现关联交易与上市公司价值之间存在N型关系,表明两种效应在我国同时存在。本文进一步从会计盈余质量的角度检验这两种观点。通过对我国2000-2005年5576家上市公司的实证研究发现,关联交易与会计盈余质量之间是一种直线关系,关联交易程度越高,盈余管理程度越大、价值相关性也越低。这说明,从会计盈余质量的角度看,关联交易主要表现为掏空效应,损害会计盈余质量。     

The Persistence of Opportunistic Insider Trading

We study the drivers of persistent insider trading profitability by examining the trades of insiders whose past trades have been profitable. We find that the current transactions of these persistently profitable (PP) insiders better predict firm performance than those of other insiders. The relative abnormal performance is more pronounced for trades of insiders who are managers rather than large shareholders or unaffiliated insiders and for trades in firms with weaker governance and greater information asymmetry. The trades of PP insiders also better predict earnings surprises, major corporate news, and analyst revisions. Collectively, these results indicate that PP insider transactions provide valid signals regarding future firm performance and that persistence in profitability is driven by informational advantages.     

Do related party transactions affect family firm valuations?

We examine the likelihood and value relevance of related party transactions in family firms. Based on an extensive hand-collected sample, we find that founder-led family firms are more likely to enter into related party transactions than other firms. We also find that the founder-led family firm valuation premium is reduced when these firms disclose related party transactions, especially opportunistic related party transactions. We also examine the significant change in related party transaction reporting regulations enacted in 2006 and find that it led to a decline in the number of value-decreasing related party transactions for founder-led family firms. We find a corresponding decrease in the detrimental effect of related party transactions on founder-led family firms’ valuation. Our results suggest that changes in the 2006 SEC related party transaction reporting regulations better protected minority shareholders from wealth extraction via related party transactions in founder-led family firms.     

TWO DCF APPROACHES FOR VALUING COMPANIES UNDER ALTERNATIVE FINANCING STRATEGIES (AND HOW TO CHOOSE BETWEEN THEM)

This is the sequel to the authors' 1989 article discussing the two basic discounted cash flow approaches for valuing debt-financed transactions and corporations: weighted average cost of capital (WACC) and adjusted present value (APV). The WACC method discounts all after-tax (but pre-interest) cash flows at the company's weighted average cost of capital. The APV method treats the value of a levered firm as the value of the same firm if financed entirely with equity plus the discounted value of the interest tax shields from the debt its assets will support. The authors argue that the WACC approach is more practical if the firm intends to hold its (market) leverage ratio relatively constant over time, but that the APV technique is the preferred method if the firm plans to reduce its leverage ratio according to a pre-determined schedule (as tends to be the case in highly leveraged transactions).     

商标剥离决策与关联交易

本文分析了上市公司的商标剥离决策与关联交易之间的关系,发现商标所有权属的划分为母公司提供了除股权以外的控制上市公司的新手段,而无偿取得所有权或者使用权的方式将商标培育成本在改制过程中转嫁给了母公司,客观上造成母公司会在企业上市后通过一定的关联交易转移利益、弥补成本的强烈动机。具体表现为:其它条件均等的情况下,母公司掌握商标所有权的上市公司的关联交易金额水平大于商标所有权归上市公司的样本组;无偿获得商标所有权或者使用权的上市公司的关联交易发生额大于有偿取得的样本组;以不确定的金额从母公司获得商标使用权的上市公司的关联交易发生额高于以确定金额从母公司获得使用权的样本。     

A Reexamination of the Persistence of Accruals and Cash Flows

We reexamine prior studies' conclusion that accruals are less persistent than cash, focusing on two aspects of persistence that are crucial to determining its properties. The first (time specificity) refers to the fact that persistence describes how current‐period shocks to income translate into next‐period income. Traditional measures of accruals are, however, functions of current‐ and non‐current‐period transactions. We show that the inclusion of non‐current‐period transactions leads to a downward (upward) bias on the persistence of accruals (cash flows). We develop alternative measures of accruals and cash flows that are not misaligned and show that the differential persistence of cash flows over accruals is more than 70% smaller using these measures. The second aspect of persistence is firm‐specificity. Specifically, we evaluate persistence using firm‐specific estimations and find that more than 85% of firms show no evidence that accruals are less persistent than cash flows.     

Convenient prices, currency, and nominal rigidity: Theory with evidence from newspaper prices

Certain items’ prices are often set to simplify and expedite transactions, by coinciding with available monetary units, requiring few pieces of money, or requiring little change. In this sense, these prices are more convenient than other proximate prices. This paper models a firm that explicitly incorporates convenience into its pricing decisions—where convenience is quantified by the number of currency units in a transaction—and illustrates the theoretical behaviors that can arise. Newspaper cover price data empirically support the theory. Across a broader range of goods and services, convenience appears to play a role in effecting above-average nominal price rigidity.     

The Information Content of Insider Call Options Trading

We examine the information content of two forms of insider trading, insider buy-, and sell-call transactions. We find that the information carried by stand-alone call purchases has only a short-term impact on stock prices, but over a longer term, call purchases accompanied by stock purchases have a positive impact. Call purchases accompanied by stock sales signal negative information about the firm, suggesting that some insiders use complicated trading strategies to manipulate the market. Insider sell-call transactions are followed by negative returns, indicating these transactions are driven by negative information about the firm.     

The Market for Corporate Assets: Who Engages in Mergers and Asset Sales and Are There Efficiency Gains?

We analyze the market for corporate assets. There is an active market for corporate assets, with close to seven percent of plants changing ownership annually through mergers, acquisitions, and asset sales in peak expansion years. The probability of asset sales and whole-firm transactions is related to firm organization and ex ante efficiency of buyers and sellers. The timing of sales and the pattern of efficiency gains suggests that the transactions that occur, especially through asset sales of plants and divisions, tend to improve the allocation of resources and are consistent with a simple neoclassical model of profit maximizing by firms.     

An accounting revolution? The financialisation of standard setting

This paper analyses the political-economic content of the recent ‘revolutionary’ shift in financial accounting rules for listed companies, specifically the rise of IFRS and fair value. It connects this shift to the socio-economic changes that are currently being discussed in the literature on financialisation, e.g. the rise of shareholder value and the proprietary view of the firm. Two ideal-typical accounting systems are constructed on the basis of normative accounting theory and extant standards – historical cost accounting (HCA) and fair value accounting (FVA). The ‘accounting revolution’ of the past 10–15 years can be understood as a qualitative shift from HCA to FVA. It is further argued that these ideal-typical systems are related to different circuits or forms of capital – productive and money capital respectively – and to the particular perspective that these afford on the, capitalist firm. Inasmuch as financialisation is related to the circuit of money capital one can make sense of the rise to prominence of FVA, which represents the dominance of a financial view of the firm in the field of financial accounting. Throughout this paper, however, the limits to financialisation are also highlighted and traced back to the ineradicable manifestation of the circuit of productive capital.     

Impact of the Share Structure Reform on the Role of Operating Related Party Transactions in China

Prior literature suggests that related party transactions may have a potentially detrimental effect on firm valuation because it undermines the corporate governance benefits a firm offers to minority shareholders. The share structure reform provides a unique opportunity to study to what extent the negative valuation effect of related party transactions interacts with corporate governance. Our empirical analysis confirms that related party transactions are detrimental to firm valuation. More importantly, we show that the negative effect of operating related party transactions on firm valuation declined after the share structure reform, partly due to the fact that the quality of corporate governance improved after the reform.     

The Role of Internal Capital Markets in Financial Intermediaries: Evidence From Insurer Groups

We exploit the transparency of internal capital markets (ICMs) within insurance groups to investigate the activity and efficiency of ICMs within insurance groups. Specifically, we compare the relationship between internal capital transfers and investment to that between capital from other sources and investment. The ability to track the actual ICM transactions allows for more direct analysis of ICM activity than most previous studies. Consistent with theory, we find evidence that ICMs play a significant role in the investment behavior of affiliated insurers. We then use these detailed data to execute a more direct test of ICM efficiency than currently exists in the literature. Consistent with ICM efficiency, results suggest that capital is allocated to subsidiaries with the best expected performance.     

An Analysis of Insiders' Use of Prepaid Variable Forward Transactions

This study examines firm performance surrounding insiders' prepaid variable forward (PVF) transactions to infer insiders' information when they enter these off‐market contracts. PVFs allow insiders to hedge downside risk, share performance gains, and obtain immediate large‐sum cash payments for investment or consumption. On average, PVF transactions cover 30% of a sample insider's firm‐specific wealth ($22 million), which is substantially larger than a typical open‐market sale. PVFs systematically follow strong firm performance and precede degraded stock and earnings performance. PVFs also precede periods of negative abnormal returns relative to potential alternative investments. The documented association between PVFs and performance declines does not appear to result from the market's response to transaction disclosure, participant self‐selection, or general price reversals. Thus, evidence suggests that insiders use PVFs to diversify firm‐specific holdings in anticipation of performance declines.     

Separation of Ownership from Control and Acquiring Firm Performance: The Case of Family Ownership in Canada

Abstract:   This study investigates the relationship between ownership structure and acquiring firm performance. A large proportion of Canadian public companies have controlling shareholders (families) that often exercise control over voting rights while holding a small fraction of the cash flow rights. This is achieved through the concurrent use of dual class voting shares and stock pyramids. Many suggest that these ownership structures involve larger agency costs than those imposed by dispersed ownership structures and that they distort corporate decisions with respect to investment choices such as acquisitions. We find that average acquiring firm announcement period abnormal returns for our sample of 327 Canadian transactions are positive over the 1998–2002 period. Cash deals, acquisitions of unlisted targets and cross‐border deals have a positive impact on value creation. Governance mechanisms (outside block‐holders, unrelated directors and small board size) also have a positive influence on the acquiring firm performance. Further, the positive abnormal returns are greater for family firms. We do not find that separation of ownership and control has a negative impact on performance. These results suggest that, contrary to other jurisdictions offering poor minority shareholder protection or poor corporate governance, separation of control and ownership is not viewed as leading to value destroying mergers and acquisitions, i.e., market participants do not perceive families as using M&A to obtain private benefits at the expense of minority shareholders. We do find a non‐monotonic relationship between ownership level and acquiring firm abnormal returns. Ownership of a majority of the cash flow rights has a negative impact on announcement returns. This is consistent with the view that large shareholders may undertake less risky projects as their wealth invested in the firm increases.     

The value of ongoing venture capital investment to newly listed firms

We examine whether the market values continuing venture capital (VC) investor involvement in firms post-IPO. Compared to the US, Australian VC investors exit their investments post-IPO by on-market sales rather than distribution of holdings to their investors. Lockup periods tend to be longer and ownership thresholds for reporting trades lower. We find that the market responds positively to buy transactions, negatively to sell transactions of VC investors and negatively to the resignation of VC directors. These results are consistent with VC investors in the firm having a positive influence and creating value from which the VCs and other shareholders benefit.     

Institutional influence on syndicate structure and cross‐border leveraged buyouts

We explore the extent to which differences in countries’ formal and informal institutions reduce cross‐border leveraged buyout transactions and the potential influence these same institutions have on how private equity (PE) investors choose to enter these transactions. Although institutional differences have frequently been viewed as barriers to cross‐border investment, we find evidence that these same differences may motivate a PE firm's decision to enter the transaction with a syndicate of firms rather than undertaking the transaction on their own. Cultural differences between a PE firm and the target nation are significantly related to the choice to enter the deal via a multinational syndicate. The varying nationalities within the syndicate contribute to enhanced familiarity, with average institutional distances between the syndicate and target firms being significantly lower than for single‐PE‐led deals. Overall, deals undertaken by syndicates are more likely to be successfully completed and require less time in negotiation. These results persist even after accounting for selection bias with regard to target country choice. We explore whether other features of the syndicate are responsible for improved deal outcomes, such as repeated transactions with the same partners, but find no evidence that this is the case.     

Shaking hands with common foes: Clique premium and information diffusion in private equity networks

The fastest growing segment of private equity deals is secondary buyouts (SBOs) sales from one private equity (PE) firm to another. We operationalize a novel FactSet database to map the network structures of secondary buyouts between PE firms. We offer three contributions. First, after controlling for economic covariates, we find that PE firms are almost three times more likely to transact if they share a partner, that is both firms belong to the same clique. Second, we find that the profitability of such transactions is unambiguously higher relative to the baseline only if these are the result of repeated interaction between firms belonging to the same cliques. In other words, a clique premium exists under repeated interaction. Third, we provide evidence that the economic incentive at the core of clique premium may be related to access to information. In fact, we show that information related to transactions diffuses through the network, with 23% and 16% of the information going one and two steps beyond transacting parties, respectively.     

Barbados Spirits Inc.

This case focuses on the audit of a subsidiary in Barbados of a Multi‐National Entity (“MNE”), a distiller in Toronto. The MNE is a large and important international client to the accounting firm. The firm provides both tax advisory and audit services to the MNE. The MNE, following advice of the accounting firm, has utilized an offshore related party to structure transactions that avoid taxes in Barbados. These related party transactions are a detriment to the interests of critical users of the financial statements, namely the minority shareholders and the tax authorities of Barbados. The auditor is now faced with evaluating the adequacy of the related party note disclosure and the completeness of the income tax provision. Independence issues of a self‐interest threat (importance of the client) and self‐review threat (evaluating the adequacy of the income tax provision based on tax advice provided by the firm) are explored.     

Sourcing parts of complex products: evidence on transactions costs, high-powered incentives and ex-post opportunism

This paper revisits evidence on the correlates of sourcing decisions in the US auto industry to see whether adoption of new contracting terms and early involvement of suppliers in design activities (e.g. “relational contracting”) yields different results as compared to previous findings. Previous studies find that US auto firms insource complex parts that require investments in specific assets. Absent large differences in production costs, the results suggest that transactions costs associated with external suppliers exceed transactions costs associated with internal suppliers (e.g. loss of high powered incentives). Using data on 156 sourcing decisions for process tooling (dies) of a new car program we find that under the new relational contracting regime, transaction cost theory continues to have explanatory power for sourcing decisions; however, attributes that favored insourcing in previous studies favor outsourcing in this setting. Moreover, more complex subassemblies are associated with fewer distinct suppliers than expected — evidence of a tendency to co-locate decision rights to reduce transactions costs related to system interactions. After controlling for transaction characteristics that are associated with the sourcing decision, we find no evidence that outsourcing is associated with increased ex post opportunism by the firm (e.g. agreement about contract completion); however, outsourced parts are submitted by suppliers for evaluation significantly later than insourced parts (e.g. delivery holdup).