Much ado about nothing: the limitation of liability and the market for 19th century Irish bank stock

Limited liability is widely believed to be a prerequisite for the emergence of an active and liquid securities market because the transactions costs associated with trading ownership of unlimited liability firms are viewed as prohibitive. In this article, we examine the trading of shares in an Irish bank, which limited its liability in 1883. Using this bank’s archives, we assemble a time series of trading data, which we test for structural breaks. Our results suggest that the move to limited liability had a negligible impact upon the trading of this bank’s shares.     

Individual investors and social ownership structures in the UK before the 1930s: Joint holdings and trustee investment

After the introduction of limited liability, a growing number of individuals in Britain from a widening social spectrum, including the less affluent, began to own stocks and shares. Drawing upon a unique and large dataset of 35 848 investors between 1870 and 1935, this study analyses joint holdings which have been a neglected aspect of investor behaviour. Our findings reveal that joint holdings were quite common and that about one in five UK investors were involved in a joint investment. Men were more likely to be joint holders than women for reasons related to institutions of social ownership such as trusts and executorships.     

Disclosure and Recognition Requirements: Corporate Investment Decisions with Externalities*

This paper examines the effects of disclosure and recognition requirements on investment decisions when shareholders have limited liability. Firms' investment projects have either high initial pollution prevention costs or high subsequent clean‐up costs, and their liability for clean‐up costs may be either individual or joint and several. Even with individual liability for clean‐up costs, shareholders' limited liability creates an incentive to select the latter project type and to impose costs on the rest of the economy. This tendency is exacerbated when clean‐up liability is joint and several. We show that a disclosure requirement cannot have an unambiguous effect on the selection of the “cleaner” project. However, an accrual requirement, together with an accounting‐based dividend restriction, is shown to promote choice of the project that imposes lower expected costs on the rest of the economy. Moreover, we find that it is possible for a recognition requirement to have a greater impact in a joint‐and‐several liability regime than in an individual liability regime.     

The impact of ownership,internalization, and entry mode on Japanese subsidiaries’ performance in Brazil

Previous empirical researches on Japanese subsidiaries have found that wholly owned subsidiary (WOS) outperform joint venture (JV). However, these studies considered entry mode selection using a conventional ownership classification of JV, and limited their samples to developed countries and Asian developing countries. This paper examines entry mode based on non-conventional forms of JV, and the impact of ownership and internalization advantages on Japanese subsidiaries’ performance in Brazil. The findings suggest that Japanese–Japanese JV with a partner that has previous experience accumulated in the local market performed better than WOS and Traditional IJV. In addition, ownership and internalization advantages of multinational enterprises have mixed impact on subsidiaries performance.     

The Interrelation between Audit Quality and Managerial Reporting Choices and Its Effects on Financial Reporting Quality

Two distinct lines of research have been dedicated to empirically testing how financial reporting quality (measured as the earnings response coefficient or ERC) is associated with management's choice of reporting bias and with audit quality. However, researchers have yet to consider how ERCs are affected by either the auditor's reaction to changes in the manager's reporting bias or the manager's reaction to changes in audit quality. Our study provides theoretical guidance on these interrelations and how changes in the manager's or the auditor's incentives affect both reporting bias and audit quality. Specifically, when the manager's cost (benefit) of reporting bias increases (decreases), we find that expected bias decreases, inducing the auditor to react by reducing audit quality. Because we also find that the association between expected audit quality and ERCs is always positive, changes in managerial incentives for biased reporting lead to a positive association between ERCs and expected reporting bias. When the cost of auditing decreases or the cost of auditor liability increases, we find that expected audit quality increases, inducing the manager to react by decreasing reporting bias. In this case, changes in the costs of audit quality lead to a negative association between ERCs and expected reporting bias. Finally, we demonstrate the impact of our theoretical findings by focusing on the empirical observations documented in the extant literature on managerial ownership and accounting expertise on the audit committee. In light of our framework, we provide new interpretations of these empirical observations and new predictions for future research.     

The Mercantile Laws Commission of 1854 and the Political Economy of Limited Liability

It is widely agreed that the coming of limited liability in the Joint-Stock Companies Act of 1855 marked a revolutionary change. However, this change is hard to explain because it appeared to serve no particular interest. This article supports the lone alternative view of Jeffreys that limited liability was introduced in the interests of wealthy potential investors. It argues that the commission's report was introduced in the interests of wealthy potential investors. It argues that the commission's report presented parliament with competing analyses of limited liability from the perspectives of two very different theories of political economy: one which followed Adam Smith in arguing that unlimited liability was necessary to sustain a world fit for individual capitalists; and another which, anticipating Marx's critique of Adam Smith, argued for limited liability to create a world fit for social capital.     

基于因子分析的工业企业技术创新能力评价

以2012年工业企业科技活动数据为样本,构建了工业企业技术创新能力评价指标体系,运用因子分析法对数据进行分析并提取两个公共因子：技术创新投入因子和技术创新产出因子,对不同所有制类型的工业企业技术创新能力进行评价。结果表明：企业办科技机构数、技术改造经费支出对创新投入因子的贡献最大;有限责任公司、股份有限公司和外商投资企业在技术创新投入因子得分以及总得分上排名前三;股份合作企业与联营企业产出因子排名和总排名均处于最后两位。     

Can Audit Committee Expertise Increase External Auditors' Litigation Risk? The Moderating Effect of Audit Committee Independence

This study examines whether the perceived independence and financial expertise of audit committee members affect external auditors' exposure to legal liability. We use an experiment in which potential jurors make judgments about auditor independence and legal liability for a case involving an audit failure. We find that perceptions of audit committee independence from management are positively associated with judgments of auditor independence and negatively associated with auditor liability. However, financial expertise of audit committee members can be a double-edged sword. Our experiment finds that judgments of auditor liability are higher when the audit committee is perceived to have higher financial expertise but lower independence from management. In assessing litigation risk of current and prospective clients, auditors may want to carefully consider the independence of audit committee members from management, particularly when audit committee members have financial expertise. In the event of an audit failure, the financial expertise of nonindependent audit committee members can negatively affect jurors' perceptions of auditor independence and liability.     

利益衡量视角下的善意第三人与隐名共有人的出路探究

通过一典型案例可见不动产善意取得制度不能有效保护夫妻共有财产中隐名共有人的合法权利。揭示该问题产生的原因,并从善意第三人和隐名共有人利益衡量角度,设计出保护隐名共有人的制度平衡策略:增加第三人的注意义务,由律师负责相关审查来减轻国家赔偿责任和明确隐名共有人权利。     

Contingent capital and bank risk‐taking among British banks before the First World War1

The recent financial turmoil highlights the incentive of highly leveraged financial institutions to take excessive risk, given the protection of limited liability. During the nineteenth and early twentieth century, many banks operated under liability rules which obligated shareholders to bear larger costs of bank insolvency in the form of contingent, or even unlimited, liability. This article examines the empirical relationship between the size of banks' contingent liability and their risk‐taking behaviour using data on British banks from 1878 to 1912. We find that banks with more contingent liability appear to have taken less risk. We also find evidence that the risk‐reducing effects of contingent liability were larger for banks with higher leverage, suggesting that contingent capital mitigated the moral hazard problem at banks.     

论法人的有限责任

法人的有限责任是民法的重要制度。是否以有限责任作为法人的必要条件,各国存在着不同的立法例。我国现行法律以及法人独立人格的本质内涵要求我们承认法人的有限责任。我国法律应通过对普通组织型合伙和有限合伙的承认,实现对法人无法涵盖的无限公司和两合公司的功能替代;是否享有法人资格必须有法律的赋权性规定;在立法政策的指引下,运用法律拟制技术来克服法人制度可能带来的僵化,适应社会的发展。     

Exchange rates and ownership structure of Japanese multinational firms

This paper investigates the determinants of Japanese multinationals’ ownership structures. Unlike most previous studies that neglect the impact of financial constraints on ownership, we add the exchange rate as a measure of wealth and test whether exchange rates affect the ownership share of foreign direct investment projects. After controlling for other variables that affect ownership, we find that exchange rates have a significant effect on the likelihood of wholly owned subsidiaries. We also discuss several other explanations for the link between exchange rates and foreign direct investment and provide evidence that the link stems from capital-market imperfections.     

The death blow to unlimited liability in Victorian Britain: The City of Glasgow failure

In 1878, one of Britain’s largest banks, the City of Glasgow Bank, collapsed, leaving a huge deficit between its assets and liabilities. As this bank, similar to many other contemporary British banks, had unlimited liability, its failure was accompanied by the bankruptcy of the vast majority of its stockholders. It is generally believed that the collapse of this depository institution revealed the extent to which ownership in large joint-stock banks had been diffused to investors of very modest means. It is also believed that the failure resulted in bank shareholders dumping their shares unto the market. Our evidence, garnered from ownership records, trading data, and stock prices, offers no support for these widely held beliefs.     

Blockholder Exit Threats and Financial Reporting Quality

Recent theoretical and empirical studies suggest that blockholders (shareholders with ownership ≥ 5 percent) exert governance through the threat of exit. Blockholders have strong incentives to gather private information and sell their shares when managers are perceived to underperform. To prevent blockholders from selling their shares and the firm from suffering a stock price decline, managers align their actions with the interests of shareholders. As a result of the greater manager‐shareholder alignment, managers' actions are more likely to be in shareholders' best interest, and consequently there is less need for managers to manipulate earnings. Consistent with these predictions from economic theory, we find evidence that as exit threat increases, firms have higher financial reporting quality. Theory also predicts that the impact of blockholders' exit threat on financial reporting quality (FRQ) should increase as the manager's wealth is tied more closely to the stock price, and this is what we find. Our study contributes to the research on the impact of shareholders on FRQ and to an emerging literature on the impact of blockholders in financial markets. Blockholders play an important role in managers' reporting outcomes through their actions as informed investors.     

会计师事务所受证监会处罚影响因素实证研究

近几年来我国频频出台政策促进会计师事务所通过合并重组扩大规模及从有限责任制向特殊普通合伙制转变来提高审计质量。规模的扩大和合伙制的组织形式,是否有利于会计师事务所审计质量的提高？本文从会计师事务所受证监会处罚的角度,实证考察会计师事务所的规模、组织形式和独立性对审计质量的影响。研究表明,会计师事务所的独立性和受到证监会的处罚负相关;采用合伙制的组织形式,更有助于提高会计师事务所的审计质量,防止事务所受到处罚;会计师事务所的规模和受到证监会的处罚并不显著负相关。     

Does “skin in the game” reduce risk taking? Leverage,liability and the long-run consequences of new deal banking reforms

This essay examines how the Banking Acts of the 1933 and 1935 and related New Deal legislation influenced risk taking in the financial sector of the U.S. economy. The analysis focuses on contingent liability of bank owners for losses incurred by their firms and how the elimination of this liability influenced leverage and lending by commercial banks. Using a new panel data set, we find contingent liability reduced risk taking. In states with contingent liability, banks used less leverage and converted each dollar of capital into fewer loans, and thus could survive larger loan losses (as a fraction of their portfolio) than banks in limited liability states. In states with limited liability, banks took on more leverage and risk, particularly in states that required banks with limited liability to join the Federal Deposit Insurance Corporation. In the long run, the New Deal replaced a regime of contingent liability with deposit insurance, stricter balance sheet regulation, and increased capital requirements, shifting the onus of risk management from bankers to state and federal regulators.     

The impact of the liability–asset ratio on profitability in China's industrial state-owned enterprises

The liability–asset ratio of China's industrial state-owned enterprises (SOEs) has increased dramatically in the course of the economic reform period. Western observers point out the inherent dangers to enterprise solvency. Chinese policymakers view today's level as exceedingly detrimental to enterprise profitability and are introducing measures to reduce it. Yet the increase in the liability–asset ratio of industrial SOEs is the inevitable result of systemic changes; since the early 1990s, the liability–asset ratio has stabilized. The perceived negative impact of the current level of the liability–asset ratio on enterprise profitability does not hold up in regression analysis. It is true that low-profitability SOEs tend to have a high liability–asset ratio, perhaps due to government-ordained support through bank loans. However, once the endogeneity of the liability–asset ratio is controlled for, a high liability–asset ratio tends to imply a high level of profitability. This suggests that current industrial SOE reforms in China that focus on debt alleviation are misguided.     

The Effect of Limited Liability on the Market Response to Disclosure*

Abstract. We formalize the effects of an earnings disclosure on security prices under an assumption of limited liability. We derive various nonlinear relations between equity prices and earnings under a variety of capital structure assumptions and. if possible, we tie the relations attained to results from the existing empirical literature. We also characterize how debt prices respond to earnings when holders of debt have limited liability. Finally, we analyze how changes in the degree of leverage and conversion features of debt affect the relation between price and earnings.     

March Market Madness: The Impact of Value‐Irrelevant Events on the Market Pricing of Earnings News

Each year, the NCAA basketball tournament (March Madness) is a daytime distraction for millions of people, providing a largely exogenous shock to investor attention. We investigate whether March Madness influences the market response to earnings by diverting investor attention away from earnings news. We find that the price reaction to earnings news released during March Madness is muted. This result generally holds across several samples and additional analyses. We also find that the result is more muted for low institutional ownership firms, consistent with the effect being driven by less‐sophisticated investors. Furthermore, we find that it takes the market 30 to 60 days to correct for the distraction effect. Overall, we provide a unique test of the theory of limited attention by documenting that extraneous events can have a significant impact on the pricing of earnings.     

Differences in corporate saving rates in China: Ownership,monopoly, and financial development

Using the data of the listed non-financial companies from 2003 to 2012, this paper conducts a firm-level empirical analysis to reveal the determinants that lead to differences in saving rates of different enterprises in China. Particularly, we explore the discrepancies in the Chinese enterprises' saving rates from the new perspectives of ownership type, monopoly status, and financial development. We find that only some financial indicators of a firm, including the size and the long-term solvency ability, have direct impact on its saving rate. Besides, the difference in the saving rates between private firms and state-owned firms is insignificant while monopolies have higher saving rates than non-monopolies. Most importantly, financial development generally reduces a firm's saving rate and the impact is independent on its ownership type and monopoly status. Moreover, financial development decreases the influence of a firm's short-term solvency and profitability on its saving rate.