Lost in translation? Corporate governance,independent boards and blockholder appropriation

Emerging economies are oftentimes characterized by state capitalism, concentrated ownership and constrained resources, where firms face underinvestment due to resource misappropriation. The adoption of Anglo-American corporate governance practices may result in sub-optimal outcomes. We draw on the multiple agency perspective and research on cross-national governance to examine how independent directors, as agents with multiple roles, might mitigate blockholder appropriation. Using unique panel data from Russian publicly traded firms where the government and the business elite are predominant blockholders, we find that independent directors in private firms are less effective in mitigating blockholder appropriation than in state-owned enterprises. We further investigate board independence effects driven by the exposure to three international governance boundary conditions, namely Russian Multinational Enterprises, foreign listings of Russian firms, and foreign independent directors on Russian boards. Our study focuses on the agents that might assuage principal-principal conflicts, explores when ineffective governance can be minimized, and contributes to research on how governance practices developed in advanced economies get translated in emerging market economies.     

Effects of Concentrated Ownership and Owner Management on Small Business Debt Financing*

Using unique data and a new powerful Monte Carlo-based statistical tool, we examine the effects of concentrated ownership and owner–management (CO-OM) on the creditor–shareholder agency conflicts in small firms. A significant CO-OM effect from the small business owner's view, but insignificant from the commercial lenders' perspective, is found. Special features of informational asymmetry problems in small firms with CO-OM are also highlighted. Theoretical and empirical contributions are made to the small business management and corporate governance literature. Findings obtained from this research have important implications for small business practitioners as well as researchers, and this study can serve as a reference for policymakers and institutional lenders to assist small firms in successfully raising money through debt financing. In addition, a new powerful methodology is introduced to deal with various potential statistical biases and can be further applied to this line of research.     

Owner as Manager,Extended Horizons and the Family Firm

Previous work on firm ownership structure suggests that organizations in which ownership and control are combined may be undervalued relative to the market investment rule because decision makers have an incentive to forgo investment projects that managers in firms with specialized ownership find profitable. However, the specialization of ownership and decision-making functions may result in substantial agency costs. This paper shows that these tradeoffs may not exist in family firms. The extended horizons characteristic of family businesses may provide the necessary incentives for decision makers to invest according to the market rule while limiting agency costs that arise when ownership and control are separated. Family ties, loyalty, insurance, and stability are expected to be effective in lengthening the horizons of managers and in providing the incentives for family managers to make efficient investments in the family business.     

The Impact of Financing Constraints and Agency Costs on Corporate R&D Investment: Evidence from China

This study investigates the association between financing constraints/agency problem (agency costs) and corporate R&D investment in China by using the two‐tier stochastic frontier model initially developed by Kumbhakar and Parmeter (2009) in light of the Euler equation analysis framework. The results show that there is a significantly negative association between financing constraints and firms' R&D investments and a significantly positive relationship between agency costs and R&D investments. Thus, financing constraints lead to R&D underinvestment, while agency costs cause R&D overinvestment by the sample firms. However, government subsidies have a positive moderating effect on the relationships. The impact of financing constraints and agency costs on R&D investment varies slightly by firms in different geographical regions, industries, business ownerships, and years.     

Unfolding China’s state-owned corporate empires and mitigating agency hazards: Effects of foreign investments and innovativeness

Integrating agency and institutional perspectives, we describe how China’s socio-political institutions create state-owned corporate empires with unique agency conflicts. We develop a framework demonstrating how economically unjustified firm expansion, i.e. empire building, mediates the relationship between state ownership and performance. We uncover the instrument in empire building and appropriate corporate governance and strategic management remedies. An empirical study on 29,638 Chinese firms evidences that (1) increased state ownership drives higher management expenses and lower firm profitability though empire building; (2) long-term debt is used to finance empire building; and (3) foreign capital investments and innovativeness can mitigate these agency conflicts.     

融资约束抑或代理冲突? 上市公司非效率投资动因研究

本文利用投资价值效应的一般原理对我国上市公司的非效率投资产生的原因及其表现形式重新进行了审视和研究。研究发现,无论是国有控股公司还是非国有控股公司,公司经营业绩均与其投资支出呈现出倒U型的曲线关系,且投资支出比例分别在0.47727和0.36971时公司经营业绩达到最高。倒U型曲线关系表明我国上市公司的非效率投资既包含投资不足,又存在过度投资,因而是融资约束和代理问题共同作用的结果。     

Responsible family ownership in small‐ and medium‐sized family enterprises: an exploratory study

The concept of responsible ownership was originally developed with reference to large, publicly held firms. However, the relevance of small‐ and medium‐sized closely held firms, such as family firms, in all economies and the specific governance and organisational characteristics of these firms require further examination of the responsible ownership concept and its operationalisation. Based on the existing literature, we define the construct of responsible family ownership to fill this gap in responsible ownership theory. We propose a scale that can be used to assess the responsible family ownership construct in small‐ and medium‐sized family enterprises. The data used in this exploratory study were collected in an ad hoc survey answered by a representative sample of 84 small‐ and medium‐sized family enterprises. The study contributes to the responsible ownership literature by presenting the responsible family ownership construct, a key driver of balance in family and firm systems that is therefore critical to the health of small‐ and medium‐sized family enterprises. In addition, a scale is proposed as a means to operationalise the construct and to derive practical implications for the governance of this kind of firms.     

The Largest and Dominant Shareholders in the Russian Industry

Abstract

The paper analyses evolution of ownership structures and patterns of control at Russian privatized firms. The data are provided by three surveys, conducted by The Russian Economic Barometer in 1995, 1997 and 1999. According to results obtained, ownership profile of the Russian industry continues to be skewed in favor of insiders. However, in most cases the first largest shareholders are outside investors. Companies with medium concentration of shareholdings are more successful than companies with dispersed or highly concentrated ownership structure and firms under control of managers or financial outsiders outperform firms controlled by employees, non-financial outsiders or the state.     

Dual liability and the moderating effect of corporate social responsibility–Evidence from Belt&Road investment of Chinese firms

Our examination of 796 Chinese firms that invested in the Belt&Road (B&R) region from 2008 to 2015 shows that Chinese firms often encounter liability of foreignness (LOF) and liability of origin (LOR). Our empirical results reveal that larger institutional distance is related to significant performance decrease, which evidences liability of foreignness for Chinese multinationals. Moreover, Chinese firms with concentrated ownership see their financial performance adversely affected after the B&R initiative, which further validates the argument for liability of origin. We found that firms' Corporate Social Responsibility performance (CSR) has a significant, positive “institutional moderating” effect, that is buffering conflicts between Chinese firms and local stakeholders, and projecting a favorable institutional image to mitigate Chinese multinationals' dual liabilities in the B&R region. Firms with better Corporate Social Responsibility (CSR) performance are more likely to avoid political risk. CSR has been a buffering and bridge mechanism in government inefficiency, lower regulatory quality, lower rule of law and less control of corruption and reducing rent seeking behavior.Therefore, investment in CSR and more inclusive ownership schemes may assist Chinese firms' long survival across the B&R region.     

Evaluating the effects of equity incentives using PSM: Evidence from China

This paper investigates the effects of equity incentives on firm performance in Chinese listed firms. We address the sample selection problem by employing the propensity score matching methodology. Results show that, (1) On the whole, performance is positively related to equity incentives even after controlling for sample selection bias; (2) The final control rights have an important impact on the effects of equity incentives. The execution of equity incentives in privately owned firms can significantly decrease the agency costs between shareholders and managers, but such effects cannot be observed in state-owned firms; (3) Effects of equity incentives depend on the incentive type, that is, comparing to stock-based incentives, option-based incentives can reduce the agency costs significantly, thus are more effective; (4) Ownership structure also has important impacts on the effects of equity incentives. The agency costs decrease in firms with more decentralized ownership after introducing equity incentive, while in concentrated firms the effect is negligible.     

Excess control and the risk of corporate expropriation: Canadian evidence

Corporate governance in Canada was examined by looking at the ultimate ownership structure of a large sample of publicly traded firms. Results suggest that small investors in Canada are vulnerable to corporate expropriation in large firms. Despite the similarities in institutional indexes, Canada displays different patterns of ownership structure than sister Anglo‐Saxon countries (the U.S. and the U.K). More importantly, results suggest that excess control drives expropriation over and above the typical Jensen type of agency problems that are attributable to regular separation of ownership and control. Equally important, firms headquartered in Quebec appear to be undervalued vis‐à‐vis firms headquartered in the rest of Canada. Copyright © 2007 ASAC. Published by John Wiley & Sons, Ltd.     

Do Banks Price Owner–Manager Agency Costs? An Examination of Small Business Borrowing

Ang, Cole, and Lin (2000) provide evidence that supports the theoretical work of Jensen and Meckling (1976) on agency costs. As a further examination, I conduct a test to determine the economic significance of owner–manager agency conflicts. Using the same data source and empirical framework as Ang, Cole, and Lin (2000), I test to determine if banks charge a premium when extending loans to firms with various ownership structures. In empirical tests, I find that banks do not require an owner–manager agency premium either through increased interest rates or through the requirement of collateral. Instead, I find that the interest rate is significantly affected by the length of the longest banking relationship, the number of banking relationships, firm age, and firm size. Additionally, the requirement of collateral is significantly affected by the number of banking relationships, the debt position of the firm, and firm size.     

The Effects of CEO Founder Status and Stock Ownership on Entrepreneurial Orientation in Small Firms

This paper studies how governance drives entrepreneurial orientation (EO) in small firms. We argue that founder status and ownership create powerful personal incentives for small firm CEOs to engage in behaviors that influence EO. Integrating stewardship theory and the principal‐principal branch of agency theory, we test our hypotheses on a sample of 339 Swedish firms, and find that CEO founder status is significantly and positively associated with EO, while CEO stock ownership significantly but negatively predicts EO. We additionally test two boundary conditions that show that the founder‐CEO's prior managerial experience in start‐up firms positively moderates the founder‐EO relationship, while contrary to expectations, CEO ownership diversification has no effect on the negative association between ownership and EO. Thus, our study adopts a corporate governance perspective to explain how variations in EO across small firms are driven by the goals and motivations of its leader. Our research also shows that in small, private firms the balance of power is tipped in favor of the CEO rather than the board of directors. Finally, we underline the importance of adopting alternative theoretical lens like stewardship and principal‐principal agency, given that traditional principal‐agent problems are largely mitigated in the small firm context.     

Effects of Foreign Institutional Ownership on Foreign Bank Lending: Some Evidence for Emerging Markets

Despite the large literature on developed countries, little is known about the interactions between corporate governance, foreign ownership, and foreign bank lending in developing countries. Using data from five Latin American countries from 2001 to 2008, we provide one of the first pieces of evidence of how foreign ownership affects the loan cost of borrowers in emerging markets. We find that in terms of foreign bank lending, the cost of debt financing is significantly higher for firms whose largest shareholder is a foreign institutional one. The results support the hypothesis that because of potential agency conflicts between shareholders and creditors, having block institutional shareholders tend to increase the borrowers’ debt burden. There is further evidence supporting this agency conflict hypothesis as we find that the effects of large institutional shareholders on borrowing costs become larger (smaller) when the conflicts are aggravated (mitigated).     

Small Business Borrowing and the Owner–Manager Agency Costs: Evidence on Finnish Data

This study investigates the impact that managerial ownership has on loan availability and credit terms. We find that managerial ownership is common in a sample of small and medium‐sized Finnish firms. Our results suggest that an increase in managerial ownership decreases loan availability. The results on loan interest rates suggest that though an increase in managerial ownership initially increases interest rates, the effect is reversed at higher levels of ownership. Collateral requirements increase monotonically with managerial ownership. Overall, the results suggest that banks view that there are agency costs involved with managerial ownership even in small and medium‐sized firms and that this is taken into account when lending to these firms.     

Client-Agency Relationships

Abstract

The increasing occurrence of client turnover and agency switching among client/agency relationships is of concern to advertising agencies throughout the world. It is proposed that small firms could provide a substantial alternative client base for agencies in order to dampen the impact of uncertainty. This study investigates the perceptions held by owner/managers of small firms toward agencies within New Zealand. We identified two groups of respondents–those who perceived agency contribution to store performance as high and those who perceived it to be low.Significant differences were found between the two group' response ratings on advertising agency services, agency attributes and selection criteria. We conclude by discussing the managerial implications of this study and provide directions for future research in this area     

The Financial Structure of Private Held Belgian Firms

We examine the determinants of the debt-equity choice and the debt maturity choice for a sample of small, privately held firms in a creditor oriented environment. Our results, which are based on 4,706 firm-year observations for 1132 Belgian firms in the period 1996–2000, generally confirm the role of asymmetric information and agency costs of debt as major determinants of the financial structure of privately held firms. High growth firms and firms with less tangible assets have a lower debt ratio. We also find that more profitable firms have less debt. Firms tend to match the maturity of debt with the maturity of their assets. Growth options do not seem to influence debt maturity, which would suggest that the underinvestment problem is resolved by lowering leverage and by bank monitoring, not by reducing debt maturity. Credit risk is also an important determinant of debt maturity: firms with higher credit risk borrow more on the short term. Finally, in contrast to most studies on the financial structure of companies, we find that larger firms tend to have a higher debt ratio and a shorter debt maturity.      

Institutional investors' corporate site visits and corporate investment efficiency

This study examines the association between institutional investors' corporate site visits (CSVs) and the visited firms' investment efficiency. Using unique CSVs' data from China, this study provides empirical evidence that institutional investors' CSVs lessen the visited firms' corporate investment inefficiency, including both over- and underinvestment. The negative relationship between CSVs and investment inefficiency is less pronounced for firms with higher quality financial reporting and better corporate governance. In addition, CSVs show a decrease in corporate overinvestment by monitoring the risk-taking activities of younger CEOs and expansionary firms, and supervising the use of excess free cash flows. Meanwhile, CSVs could mitigate underinvestment by reducing managerial shirking from entrenched CEOs, such as dual or longer-tenured CEOs. The possible economic mechanism behind this association is that CSVs increase institutional shareholding percentages. All the main findings are robust to a battery of endogeneity and robustness tests.     

股权激励、代理成本与企业投资效率

将股权激励、所有权结构、代理成本与投资效率纳入一个统一的分析框架,使用产权属性作为调节变量,代理成本作为中介变量,实证检验股权激励是否影响投资效率,以及股权激励、所有权结构、代理成本与投资效率之间的关系。结果表明:股权激励能够抑制上市公司的非效率投资,代理成本的中介效应显著,但所占比重很小,非国有企业的抑制作用大于国有企业,非国有企业的中介传导机制畅通;国有企业"期权激励"方式能够显著抑制非效率投资,非国有企业的非效率投资通过实施"股票激励"方式能够得到显著抑制;实施股权激励计划能够显著抑制上市公司的投资不足,非国有企业的抑制作用大于国有企业,非国有企业的代理成本中介效应机制畅通,国有上市公司的代理成本中介效应不显著。     

Does the Quality of Corporate Governance Affect Firm Valuation and Risk? Evidence from a Corporate Governance Scorecard in Hong Kong*

Using Hong Kong firm data, we construct an index of corporate governance during 2002–2005, which scores the corporate governance practices of listed companies from the public shareholders' perspective based on the Organization for Economic Corporation and Development Principles of Corporate Governance. The findings show that family firms and firms with concentrated ownership structures are associated with bad corporate governance. The evidence also shows that these firms improve their corporate governance practices slower than their peers. Overall, the quality of corporate governance is very significant in explaining future company stock returns and risk. Good corporate governance is associated with both higher stock returns and with lower risk. Improvements in corporate governance are associated with significantly higher stock returns and lower company risk.