Corporate governance and investment sensitivity to policy uncertainty in Brazil

In this study, I investigate the role of corporate governance on the relationship between investment and economic policy uncertainty (EPU). Exploring the Brazilian context of poor investor protection, high private benefits of control and premium listing segments, I provide evidence that the negative impact of EPU on investment is stronger for well-governed firms. The moderating effect of corporate governance on investment-EPU sensitivity is present in companies with different levels of financial constraints and investment irreversibility. My findings support the view that controlling owners prefer riskier investments when expropriating minority shareholders and stricter governance practices may mitigate such an opportunistic behavior.     

Effects of Family Socialization in the Organizational Commitment of the Family Firms from the Moral Economy Perspective

South Korean industrial conglomerates (chaebols) are discussed in the context of value-based management (VBM). Recent economics and finance literature on the diversion of corporate resources from the firm to the controlling shareholders (tunneling), for which chaebols are notoriously known, is discussed. Chaebols have engaged in empire building and expropriation of minority shareholders, distorting the process of efficient resource allocation in South Korea, and became the root cause of the 1997 financial crisis. We argue that the 1997 crisis should be viewed as a consequence of chaebols’ systematic deviation from the guiding principles of VBM. We use tunneling within chaebols as an example of the need to directly address prohibition of the expropriation of minority shareholders as a primary postulate of VBM. We argue that VBM should require that the value generated by the firm not be expropriated from minorities, or any stakeholders, by dominant shareholders. We also examine moral and ethical considerations and present explanations as to why the unethical practice of tunneling has been tolerated by the South Korean public. We show that public opinion on tunneling is changing and that the treatment of minority shareholders by chaebols’ controlling families is becoming increasingly unacceptable to South Koreans.     

大股东制衡机制与现金股利的隧道效应——来自1999-2003年中国上市公司的证

In this paper, due to the important influence of corporate governance on corporate financial behaviors and from an angle of corporate governance, we develop six hypotheses based on overseas and home relevant researches and data of Chinese listed companies from 1999 to 2003, and then we do hypotheses testes with regression models to examine the impact of share percent of the top 5 shareholders and counterbalance mechanism among blockholders on cash dividend distribution of listed companies, and to explore influence and counterbalance mechanisms in tunneling of cash dividend which derived from the special phenomena of “same shares same rights but different price”. We find that share percent of top 5 shareholders, control ability (or combined control ability) and balance degree (or combined balance degree) of blockholders have important influence on tunneling of cash dividend distribution. Lastly, the paper proposes five suggestions to restrict controlling shareholders to enlist private benefits from tunneling of cash dividend and to protect rights and interests of small and medium shareholders.     

Are East Asian Companies Benefiting from Western Board Practices?

Since the Asian crisis, East Asian nations have strived to introduce corporate governance codes, directing companies how to best improve their corporate governance practices. However, these codes have not been universally accepted by East Asian companies. This study examines the adoption of major board-related corporate governance recommendations by large non-financial companies in seven East Asian nations and investigates whether improvements in these board governance mechanisms have been associated with increased operating performance and market value. The results indicate that family-owned companies started with worse board governance and have been least likely to improve their board governance since the crisis. Overall, bigger, faster growing, non-family-owned companies with less concentrated ownership have been more likely to improve their board governance. Splitting of the positions of Chairman and CEO, creation of audit and nomination committees and improvements in overall board governance were found to have a positive relationship with subsequent operating performance and/or market value. John Nowland is a Finance Lecturer at Queensland University of Technology in Australia. He holds a research masters degree and is completing his PhD at the University of Queensland. His current research focuses on corporate governance and capital markets in Asia.     

公司治理与企业业绩关系研究文献综述

在美国金融危机的冲击下,公司治理机制问题已成为目前国内外学术界共同面对的课题。总体上看,国际性的研究表明,当大股东的控制权高于他对现金流所拥有的权利时,公司的价值会减少,即大股东在取得控制权后,更多的是以牺牲公司利益的方式获得私人利益。我国学者研究发现,多元化股东、外部董事比例和高管激励是公司治理最重要的三个因素,是影响公司绩效最为显著的变量。但也有研究认为,我国上市公司的董事会行为是低效率的。从国内国外两个方面的文献综述可以看出,对公司治理与企业业绩的研究主要集中在公司的内部治理结构方面,由于研究的角度与变量选取的不同,其研究结果差异较大。但是,就其研究过程来讲,对于我国这样的新兴市场的建设与发展是具有重大影响意义的。     

Donate Money,but Whose? An Empirical Study of Ultimate Control Rights,Agency Problems,and Corporate Philanthropy in China

Using empirical evidence gathered from Chinese listed companies, this article explores the relationship between micro-governance mechanisms and corporate philanthropy from a corporate governance perspective. In China’s emerging market, ultimate controlling shareholders of state-owned enterprises (SOEs) are reluctant to donate their assets or resources to charitable organizations; in private enterprises (PEs) marked by more deviation in voting and cash flow rights, such donations tend to be more likely. However, the ultimate controllers in PEs refuse to donate assets or resources they control or own, which implies that corporate philanthropy by PEs comes at the cost of others, through assets or resources owned by minority shareholders. Even after devastating natural disasters such as the 2008 Wenchuan Earthquake, the controlling shareholders continue to express reluctance to donate any assets they control. Despite widespread evidence that corporate philanthropy boosts corporate growth and profitability, these ultimate controllers indicate no intention to donate their own money as a means to improve corporate performance.     

The Effect of Outside Board Members on Energy Efficiency in Korea

Drawing largely upon the stakeholder theory and the resource dependence literature, this article examines the relationship between corporate governance structure and sustainability measured by energy efficiency. The model uses data from South Korean (Korean hereafter) firms that have relied heavily on energy-intensive industry for economic growth and have experienced major changes in their corporate governance structure since the 1997 Asian financial crisis. Estimation results show that a corporate governance structure that includes the appointment of heterogeneous outside directors, given other conditions, leads to an increase in energy efficiency and thus sustainability.     

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.     

How Does Corporate Governance Affect Loan Collateral? Evidence from Chinese SOEs and Non‐SOEs

We examine the effect of corporate governance on the collateral requirements for firms' bank loans in China. We find that firms with lower excess control rights and other large shareholders face lower collateral requirements, which is more pronounced in non‐state‐owned enterprises (SOEs) than in SOEs. Regarding board characteristics, we find that smaller board size, more independent directors, separation of the positions of CEO and chairman, and larger supervisory board size can reduce a firm's use of collateral; the effect of all the preceding characteristics is more pronounced in SOEs. Overall, our research suggests that, in China, corporate governance structures are able to affect bank‐lending decisions in respect of collateral requirements and that the influence depends on the controlling shareholder type and associated agency problems.     

治理环境、终极股东控制与公司并购绩效

文章以2007—2009年我国非金融上市公司扩张性并购事件为研究对象,对治理环境、终极股东控制与公司并购绩效的关系进行了实证研究。结果发现,终极股东的两权分离度及政府控制性质与公司并购绩效负相关;治理环境的改善在提高公司并购绩效的同时,还能抑制两权分离对公司并购绩效带来的负面影响;终极控制股东的政府控制属性会弱化治理环境的这种治理效应。     

论股东派生诉讼在我国公司法中的引入与适用

作为起源于英国的一种诉讼制度,股东派生诉讼在解决公司股东与管理者之间以及公司控股股东与中小股东之间的利益冲突,完善现代公司的治理结构,保护少数股东或小股东的合法权益等方面发挥着重要作用,故而被众多国家所引入和借鉴。文章在分析新公司法有关股东派生诉讼的相关规定的基础上,就派生诉讼制度所涉及的当事人、前置程序、诉讼费用担保、司法审查及既判力等方面所涉及的问题展开论述,以期就健全与完善中国的股东派生诉讼提供有益的借鉴。     

Shareholder voting rights in early American corporations

In early American corporations, the power of large shareholders was frequently limited by voting rules that partially disenfranchised them. In particular, stock held in an individual's name was granted a number of votes per share that decreased with the number of shares held. Using data from the corporations created in New York up to 1825, this paper analyses the use of these ‘graduated’ voting rights. Consistent with the view that they were intended to help small investors protect themselves against the predations of controlling shareholders, the data indicate that graduated voting rights were imposed in industries that attracted small investments from ordinary households. The results highlight the importance of concerns over the controlling influence of large shareholders in early corporate governance.     

Japan's Lost Decade and its Financial System

After briefly explaining the causes of the Japanese asset‐price bubble in the 1980s, this paper analyses why the bursting of the bubble developed into a full‐fledged financial crisis in the late 1990s. In order to cope with this crisis, the Government has injected capital directly into the banking sector and banks have written off enormous amounts of bad loans. However, the Japanese financial sector remains very weak and Japan still faces a number of problems in its financial system. Firstly, the profit margin of banks is too small to cover the increased default risk following the bursting of the bubble, and there are market distortions created by the government‐backed financial institutions and the requirements on new lending to small and medium sized companies. Secondly, banks still have excessive stock investment and crossholding of shares between banks and other companies has weakened the market discipline on entrenched management. Thirdly, the government guarantee of all banking‐sector liabilities should be removed. Once the financial system is stabilised, a risk‐adjusted deposit insurance premium should be introduced so as to strengthen market discipline on banks, and the huge postal saving system should be privatised to create a level‐playing field among deposit taking financial institutions. Besides the foregoing, the weak corporate governance structure of Japanese financial institutions has to be remodelled. The management of banks has shielded themselves by extensive cross‐shareholdings, especially with life insurance companies. There has been extensive mutual provision of capital, most large life insurance companies have weak corporate governance, and many of the large shareholders of banks are life insurance companies. This double gearing between banks and life insurance companies has therefore weakened the market control of Japanese financial institutions.     

大股东侵占、公司声誉与公司绩效——基于中国上市公司的经验证据

外部大股东一方面具有减少管理者机会主义行为的积极效果,另一方面又会利用控制权侵占小股东和其他利益相关者的利益影响公司绩效;约束大股东行为、保护中小投资者利益成为公司治理的核心问题。在诸多约束大股东侵占的机制中,公司声誉机制被认为是约束大股东利益侵占的有效机制。本文采用2004年1261家上市公司为研究对象,对大股东侵占度和公司声誉制约机制对上市公司绩效的影响进行了实证分析,结果表明,大股东侵占度对公司绩效的影响不显著,公司声誉对公司绩效产生了显著的正面效应。此外,我们还发现法律环境对公司绩效产生积极影响。     

Using partially state-owned enterprises for development in Indonesia

The Indonesian government, under Joko Widodo, has begun to actively use partially state-owned enterprises (PSOEs) to achieve its development goals. This government has pursued its plans despite minority shareholders’ dissatisfaction with the shift in PSOEs’ corporate goals towards national development objectives. This paper investigates the state’s influence on PSOEs by analysing the government’s direct and indirect ownership, control of corporate governance and financial systems, and inter-firm relations. The paper demonstrates that the business system, under the government’s strong influence, has enabled Indonesian PSOEs to focus on carrying out development projects and shielded PSOEs from minority shareholders’ demands.     

非控股股东网络权力的投资角色定位

以企业的投资效率为研究视角，考察非控股股东网络权力这一外部治理机制对企业行为的影响。研究发现：非控股股东网络权力的投资角色主要表现为“治理”，在对非效率投资行为进行细分后发现，网络权力高的非控股股东可以缓解投资不足并抑制企业的投资过度；影响机制的检验显示，非控股股东网络权力主要通过抑制控股股东掏空、经理人过度投资行为以及投资机会的控制来缓解投资不足，从而提升投资效率；在企业股权融资风险较高、信息和法律环境较差时，非控股股东网络权力对企业投资行为的治理作用更突出。以上结论不仅丰富了非控股股东网络权力这一新兴学术领域的认知，对投资者和监管者也具有重要的参考价值。     

Foreign strategic ownership and minority shareholder protection

We show foreign strategic investors provide monitoring protection, by reducing tunneling through intercorporate loans. Further, foreign strategic investors mitigate minority shareholders expropriation through controlling excessive borrowing, whereas firms without foreign-founders channel excessive borrowing to controlling shareholders using intercorporate loans. The monitoring benefits are greater when corporate governance is weaker, and when foreign strategic investors are from English common law countries. Compared to foreign investor proxies typically used in Chinese studies, we use foreign-founder shareholders. As foreign-founders are long-term investors facing high liquidity risk, they are highly motivated to actively monitor and influence firm behaviours.     

股东派生诉讼的法经济学分析

公司治理研究越来越受到学术界与企业界的关注,控股股东与中小股东的利益争论也受到广泛关注。我国公司法2005年的修订,更多关注中小股东利益,派生诉讼的明确即为一例,但用法律经济学的视角而论,派生诉讼是否能确实保护中小股东利益且公平有效,因此,以此为出发点,研究中小股东派生诉讼的经济效用。     

The Effectiveness of Bank Governance Reforms in the Wake of the Financial Crisis: A Stakeholder Approach

This study examines the impact of bank corporate governance reforms in the wake of the financial crisis. These reforms correspond to criticism of shareholder-focused agency-based corporate governance practices and a renewed focus on the stakeholder impact of corporate governance lapses in the financial sector. This study differs from previous studies of corporate governance in the financial sector in using performance indicators that proxy the interests of customers and the community. Drawing on data from 134 countries over an eight-year period from 2004 to 2011, we find that the post-crisis corporate governance reforms in the banking sector appear to be effective in promoting greater bank attention to non-shareholder stakeholders’ interests. This study provides a means to conceptualize measures of bank performance from a stakeholder perspective in order to test emerging ideas about governance effectiveness in the financial sector.     

Corporate Governance and Institutional Transparency in Emerging Markets

This paper posits that differences in corporate governance structure partly result from differences in institutional arrangements linked to business systems. We developed a new international triad of business systems: the Anglo-American, the Communitarian and the Emerging system, building on the frameworks of Choi et al. (British Academy of Management (Kynoch Birmingham) 1996, Management International Review 39, 257–279, 1999). A common factor determining the success of a corporate governance structure is the extent to which it is transparent to market forces. Such transparency is more than pure financial transparency; as it can also be based on factors such as governmental, banking and other types of institutional transparency mechanism. There may also be a choice for firms to adopt voluntary corporate disclosure in situations where mandatory disclosure is not established. The Asian financial crisis of 1997–1999 and the more recent corporate governance scandals such as Enron, Andersen and Worldcom in the United States and Ahold and Parmalat in Europe show that corporate governance and business ethics issues exist throughout the world. As an illustration we focus on Asia’s emerging¹ markets, as, both in view of the pressure of globalization and taking into account the institutional arrangements peculiar to the emerging business system, these issues are important there. Particularly for those who have to find an accommodation between the corporate governance structures and disclosure standards of the Emerging system and those of the Anglo-American and Communitarian systems.