Controlling Shareholders’ Incentive and Corporate Tax Avoidance: A Natural Experiment in China

The split share structure reform removes a significant market friction in China's capital market by allowing previously non‐tradable shares to be freely tradable at market prices. Such a reform reduces the agency conflict between controlling shareholders and minority shareholders as the former now care more about stock prices. We find that state‐owned firms, but not non‐state‐owned firms, significantly increased their tax avoidance activities after the reform. We attribute this differential effect to the dual role of the government as state‐owned firms’ controlling shareholder as well as the tax claimant. Further, this effect is more pronounced for state‐owned firms that are more likely to be influenced by the government prior to the reform. Finally, the reform reinforces a positive association between tax avoidance and firm value. Overall, our study suggests that when controlling shareholders are more concerned about stock prices, state‐owned firms engage more in tax avoidance activities to enhance firm value.     

改制模式影响董事会特征吗?

本文考察了不同改制模式对于董事会特征的影响。通过分析1997—2000年我国285个国有企业首次公开发行后三年的数据,我们发现控股股东控制上市公司和董事会的动机及监管层政策规定是影响董事会领导层两职状态的重要原因。非完整改造公司中,控股股东更容易违反监管层的有关规定,委派本公司人员在上市公司同时兼任董事长和总经理职位。同时,非完整改造公司董事会的规模较大,董事会的活动强度较低,其激励程度也较低。     

Insider Ownership,Subsidiary Cash Holdings,and Economic Consequences: Evidence from Listed Chinese Companies

ABSTRACT

Using a large sample of listed Chinese companies, we investigate how the equity ownership of business group insiders affects subsidiary cash holdings. We find that ownership by the largest shareholders and senior managers in the listed parent firm is negatively related to its subsidiaries’ cash holdings, whereas there is a positive relationship with minority equity in subsidiaries. We also find that the market places a more significant value discount on listed firms whose cash holdings are more located in the affiliated subsidiaries. Our evidence demonstrates how cash policy inside business groups is influenced by insider ownership, and it reveals to what extent cash allocated in subsidiaries may suffer from losses in efficiency.     

股权分置改革的盈余质量效应

股权分置改革后,股价直接决定了股东的财富,持有大量非流通股的控股股东有动机操纵盈余以最大化自身的利益。国有股权转让的限制,导致国有控股股东盈余操纵动机弱于其他股东。本文研究了股权分置改革对国有控股公司和非国有控股公司盈余质量的不同影响。研究结果表明,股权分置改革后,非国有上市公司向上盈余管理程度显著提高,盈余持续性显著降低;而国有上市公司的盈余管理程度和盈余持续性都没有显著变化。本文检验了股权分置改革的成效,研究结论可为投资者的投资行为提供决策支持。     

政府干预、大股东资产注入:支持抑或掏空

政府干预企业经营活动是普遍存在的现象。本文研究了国有控股上市公司资产注入中的"支持"、"掏空"现象。研究发现,政府控股股东比民营控股股东资产注入的动机更强烈。当上市公司盈利时,政府控股股东通过向上市公司注入资产"掏空"上市公司的动机比民营控股股东更加强烈,从而导致盈利的国有控股上市公司在资产注入之后业绩下降更多;而当政府控股上市公司被ST时,政府控股股东通过向国有控股上市公司注入资产"支持"上市公司的动机和力度比民营控股股东更加强烈,从而导致ST国有控股上市公司在资产注入之后业绩增长更快。     

Institutional investors,controlling shareholders and CEO pay‐performance relationship: evidence from China

Using a large sample of China’s listed firms between 2005 and 2015, we find that domestic mutual funds have a positive effect on the CEO pay‐performance relationship, and this effect becomes stronger when their ownership is higher and closer to the controlling shareholder’s ownership. This effect is stronger in non‐state‐owned enterprises (non‐SOEs), firms facing weaker industry competition incentives, and firms located in more developed regions. However, Qualified Foreign Institutional Investors (QFIIs) do not have such an influence. Overall, our study contends that the effectiveness of institutional investors’ monitoring role is subject to their identity, controlling shareholders and institutional environments.     

Do investors want politically connected independent directors? Evidence from their forced resignations in China

Prior studies document that politically connected independent directors (“political IDs”) bring both benefits (e.g., easier access to long-term debt financing) and costs to firms (e.g., greater minority shareholder expropriations), but the observed relationship may be spurious because board composition is endogenously determined. Moreover, no direct evidence shows how minority shareholders value these political IDs. Using an exogenous shock that forces firms to lose their political IDs, we investigate the value of political IDs for Chinese listed companies. Specifically, using a difference-in-difference methodology, we find that the mandated departures of political IDs lead to reduced long-term debt financing and decreased government subsidies for nonstate-owned listed companies. Nonstate-owned listed companies that experience the sudden loss of political IDs adapt to the shock and improve their minority shareholder protections by engaging in fewer self-dealing activities and by enhancing investment efficiency. Although minority shareholders experience greater levels of expropriation in the presence of political IDs, they react negatively to the forced departure of political IDs. This evidence suggests that minority shareholders weigh the loss of political ties over the potential gain of corporate governance improvement. Our study provides direct evidence on how political IDs affect firms' strategic decisions. The study also sheds light on political IDs' roles in facilitating rent-seeking by controlling shareholders.     

Entrenched controlling shareholders and the performance consequences of corporate diversification in Taiwan

The main purpose of this paper is to examine the value/performance effects of corporate diversification in an emerging market. Prior evidence on this issue is still mixed. The present study adds the role of entrenched controlling shareholders into this issue. We argue that when controlling shareholders have larger excess board seats control rights, they have higher ability and incentive to expropriate minority shareholders through corporate diversification. Using a sample of firms listed on the Taiwan Stock Exchange in 2003, we find that controlling shareholders’ excess board seats control is negatively associated with the market valuation of corporate diversification. Consistently, we also document that highly diversified firms run by more entrenched controlling shareholders have lower future financial performance than otherwise similar firms. Overall, our findings imply that corporate diversification is not necessarily harmful or beneficial for firms. We conclude that the agency problem arising from the excess board seats control rights owned by controlling shareholders is an influential factor leading to negative performance consequences with regard to firm diversification.     

Saving or tunnelling: value effects of tax avoidance in Chinese listed local government-controlled firms

This paper investigates the value effect of tax avoidance and its underlying mechanisms among Chinese listed local government-controlled (LG) firms. We show that tax avoidance does not promote firm value in LG firms with government ownership smaller than 40 percent and the above negative tunnelling effect is more pronounced when the control rights are concentrated in the local government and weaker when other large shareholders can act as a countervailing force. Finally, we observe a positive relation between tax avoidance and related-party transactions as well as overinvestment, again indicating a tunnelling effect in LG firms with government ownership smaller than 40 percent.     

The Effects of Public Venture Capital Investments on Corporate Governance: Evidence From IPO Firms in Emerging Markets

This study examines the impact of public venture capital (hereafter PVC) investments on corporate governance of initial public offering (hereafter IPO) firms in emerging markets. Using data collected from Taiwan PVC investments during 1996–2005, we analyse three corporate governance features in IPO firms: earnings management, board characteristics, and excess control by controlling shareholders. We find that PVC‐backed firms use fewer accounting accruals in their IPO financial statements than non‐PVC‐backed firms. This result suggests that PVC‐backed IPO firms engage in less earnings management than non‐PVC‐backed IPO firms. We also find PVC‐backed firms tend to set up their boards with fewer non‐independent directors and supervisors at IPO. This result indicates that PVC‐backed IPO firms have better board structures than non‐PVC‐backed IPO firms. Finally, we find that controlling shareholders are less likely to exert excess control in PVC‐backed firms than in non‐PVC‐backed firms. Overall, our results indicate that PVC investments add value to new IPO firms not only in financing their capital needs but also in creating better corporate governance structures in emerging markets.     

Ownership Concentration,State Ownership,and Effective Tax Rates: Evidence from China’s Listed Firms*

This paper examines the effect of ownership concentration and state ownership on the tax reporting practices of China’s publicly listed firms. I argue that ownership concentration and state ownership are important for tax reporting practices in China because listed firms have high ownership concentrations and high levels of state ownership. Using a sample of 758 listed Chinese firms over the 1998–2008 time period, I find that firms with concentrated share ownership have lower effective tax rates. I also find that firms whose largest shareholders are government‐related have higher effective tax rates compared to firms whose largest shareholders are nongovernment related. In other words, the nature of the largest shareholder (government vs. nongovernment) matters. I also show that ownership‐concentrated firms are able to achieve preferential statutory tax rates compared to firms with low ownership concentration regardless of the identity of the largest shareholder.     

What Are Boards For? Evidence from Closely Held Firms in Colombia

Using a large survey database on the corporate governance practices of privately held Colombian firms, we investigate why firms have boards, and how that choice and the balance of power among the board, controlling shareholders, and minority shareholders affect the trade‐offs between control, liquidity, and growth and, ultimately, firm performance. We find that the probability of having a board increases with the number of shareholders and in family firms. When the preferences of controlling and minority shareholders diverge, as with respect to capital structure and dividend policy, boards support controlling shareholders’ decisions, thereby exacerbating the agency conflict between the two groups of shareholders.     

股权分置、资金侵占与上市公司现金股利政策

上市公司控股股东是否直接或以现金股利方式间接侵占公司资金一直是困绕学术界和实务界的共同性问题。与以往的研究不同,本文发现现金股利和资金侵占同是大股东实现其股权价值最大化的手段,二者具有可替代性,协整检验的结果也表明二者不是弱外生变量。本文通过联立方程模型将上市公司现金股利政策与资金侵占结合起来考虑,发现国有控股的公司发放的现金股利水平在前一阶段最高;国有法人控股的公司,现金股利发放的水平在后两阶段最高,但资金被侵占的程度最低;社会法人控股股东对现金股利的偏好与国有法人控股股东无异,但其控股的公司资金被侵占的程度最为严重;国有股控股的公司,其资金被侵占的程度介于二者之间。本文通过对公司股利政策的连续考察发现随着证监会推进上市公司改革的逐步深入,非流通股控股股东减少了对上市公司资金的直接侵占,但现金股利形式却变得越来越普遍。     

境外股东持股对大股东利益侵占约束——基于中国上市公司的经验证据

依据2006~2011年沪深两市上市公司数据,考量不同类型的外资持股对中国上市公司大股东侵占的约束影响。结果表明,外资持股未能有效制约大股东侵占行为,不同性质的境外投资者对抑制大股东侵占的作用存在差异。QFII能够一定程度上抑制大股东对小股东利益的侵占,而银行、保险和证券公司持股均不能对上市公司大股东侵占形成有效监督和制约,不仅未减轻大股东对小股东的利益侵占,反而加重了上市公司大股东和中小股东的利益冲突。     

Multiple blockholders and earnings management

This paper examines the impact of multiple blockholders on earnings management when the main conflict of interest is between controlling shareholder and other shareholders. Using a sample of Chinese listed firms from 2000 to 2017 and controlling for potential sample selection and endogeneity, we find that firms with multiple blockholders tend to have higher earnings management than firms with a single controlling shareholder. The positive impact of multiple blockholders on earnings management is more pronounced when those blockholders are the same type – state or private. Earnings management is also enhanced with more large shareholders and higher relative ownership of other large shareholders to the controlling shareholder. The results are consistent with the cost-sharing hypothesis, where the other large shareholders shoulder the costs of earnings management with the controlling shareholder proportionally, but not the private benefits of control. Further tests show that the positive relation between multiple large shareholders and earnings management is less pronounced in firms with stronger internal or external governance. Overall, our paper demonstrates a potential dark side of multiple blockholders from the angle of financial reporting quality.     

How do institutional investors influence accounting conservatism in China?

Using a sample of Chinese listed firms from 2003 to 2015, we find that domestic mutual funds have negative effects while qualified foreign institutional investors (QFIIs) have positive effects on firm accounting conservatism. These effects become stronger when their ownerships are closer to that of the controlling shareholder, respectively. Furthermore, these results are more pronounced when institutional investors are more able to monitor managers and compete with controlling shareholders. Our findings suggest that the influence of institutional investors on accounting conservatism in China is subject to their identities as well as the control contestability against the controlling shareholders.     

Controlling shareholder,expropriations and firm's leverage decision: Evidence from Chinese Non-tradable share reform

This paper examines the effect of excess control rights on the leverage decisions made by Chinese non-SOEs before and after the Non-tradable share reform (NTS reform). We find that firms with excess control rights have more excess leverage and their controlling shareholders use the resources for tunneling rather than investing in positive NPV projects. We also find that excess leverage in firms with excess control rights decreases and the market reaction to announcements of related party transactions are more positive after NTS reform. This confirms that tunneling by the controlling shareholders actually reduced. We argue that in emerging markets where legal protection for creditors and shareholders is weak, controlling shareholders borrow excess debt to tunnel through inter-corporate loans and related party transactions. Furthermore the privatization of these economies can reduce the controlling shareholders' tunneling activities and associated excess leverage which destroys firm value.     

论控股股东对上市公司虚假财务报告的责任

控股股东对公司和其他股东负有诚信义务.在我国,控股股东往往凭借对上市公司董事会和管理当局的控制操纵上市公司财务报告.为保护中小投资者利益,应当追究控股股东对虚假陈述的责任.     

Board affiliation and pay gap

This paper examines the effects of board affiliation on the corporate pay gap.Using a sample of Chinese listed firms from 2005 to 2011, we find that boards with a greater presence of directors appointed by block shareholders have lower pay gaps. Furthermore, the governance effects of board affiliation with and without pay are distinguished. The empirical results show that board affiliation without pay is negatively related to the pay gap, while board affiliation with pay is positively related to the pay gap. Overall, the results shed light on how block shareholders affect their companies' pay gaps through board affiliation.     

Propping by controlling shareholders,wealth transfer and firm performance: Evidence from Chinese listed companies

Propping acts by controlling shareholders are common in Chinese listed firms. In this paper, we use data on related-party transactions of all listed Chinese firms from 2002 to 2008 to investigate the motivation behind controlling shareholders’ propping acts and subsequent wealth-transfer behavior and how both affect firm performance. We find that such institutional motivators as the maintenance of shell resources and qualification for refinancing have a significant effect on the propping behavior of controlling shareholders of Chinese listed firms and that such behavior is often followed by more serious tunneling when shareholders are driven by these motivators. Compared with non-state-owned firms, state-owned firms with the motivation to qualify for refinancing exhibit more severe tunneling after engaging in propping behavior. We also find that while propping by controlling shareholders improves a firm’s current operating performance, in firms whose controlling shareholders’ are motivated by the desire to maintain shell resources or obtain a refinancing qualification their performance declines in the following year because of subsequent tunneling. The results presented in this paper provide us with a better understanding of the relationship between propping and tunneling, controlling shareholders’ engagement in both and the consequences of that behavior.