Effects of corporate governance on risk taking in Taiwanese family firms during institutional reform

Can internal corporate governance mechanisms (such as boards of directors) and external corporate governance mechanisms (such as institutional reform) promote risk-taking behavior in family firms? This paper argues that conflicts between majority and minority owners, known as principal–principal conflicts, and cronyism in the board of directors affect firm risk taking. Moreover, institutional corporate governance reform to appoint outside directors may not have an immediate effect on reducing these problems. Based on a sample of family firms in Taiwan, we find that outside directors reduce the negative relationship between family ownership/involvement and risk taking. However, when their influence is examined further, it is found that in those sample firms that went public after institutional reform, outside directors did not improve the relationship between family ownership/involvement and risk taking.     

Antecedents and consequences of corporate governance reform: the case of Germany

The paper examines the antecedents and consequences of the voluntary adoption of corporate governance reform in firms embedded in a relationship‐based governance system with less protection of minority shareholders. In such locations, ownership structure should be a key determinant of governance reform. Firms with dispersed ownership are likely to face agency problems but may lack sufficient ownership power in the hand of external owners for adoption to occur. Extensive ownership by external parties facilitates adoption but decreases the need and motivation to adopt governance reform. We examined the adoption of stock‐based incentive plans and transparent accounting regulations (e.g., greater disclosure to shareholders) among large German firms (DAX 100) during the late 1990s. We found an inverse ‘U’‐shaped relationship between ownership concentration and governance reform. In addition, we found that firms adopting governance reform were more likely to engage in corporate divestitures and achieve higher levels of market performance than firms not adopting governance reform. Copyright © 2003 John Wiley & Sons, Ltd.     

Are OECD-prescribed “good corporate governance practices” really good in an emerging economy?

This paper examines whether adopting OECD-prescribed corporate governance principles can solve the major corporate governance problem in an emerging economy—controlling-shareholder expropriation. We argue that “good governance practices” in OECD countries (e.g., an active board of directors, separation of chairperson and the CEO, significant presence of outside directors, and a two-tier board) cannot mitigate the negative effect of controlling-shareholder expropriation on corporate performance for two main reasons. First, most good governance practices are mainly designed to resolve conflicts between shareholders and the management but not conflicts between controlling and minority shareholders. Second, board directors are typically not independent to controlling shareholders, and supervisory directors often have low status and weak power in a firm. Using a panel of over 1,100 Chinese listed firms between 2001 and 2003, we find supportive evidence for our arguments. We discuss the implication of our study for public policy and strategies of investors.     

Ownership concentration and product innovation in Chinese private SMEs

Product innovation is extremely important to the growth, success, and ultimate survival of firms. Although its unique features in small and medium-sized enterprises (SMEs) have gained growing attention in the literature, there is limited knowledge as to how ownership concentration moderates the relationship between product innovation and its determinants. Based upon insights from agency and institutional theories, we examine the moderating effects of ownership concentration on the relationship between product innovation and its key determinants in Chinese SMEs, utilizing a large dataset of 43,728 Chinese firms over the period 2005–2006. We focus on examining the differences between single-owner SMEs, where there is dominant control of one family member, and multiple-owner SMEs, where principal-agent conflicts and principal-principal conflicts are more likely to occur. Our findings indicate that single-owned firms tend to convert research and development into product innovation more efficiently than firms with multiple owners, who are typically better at utilizing external sources of knowledge and human capital.     

The effects of ownership concentration and corporate debt on corporate divestitures in Chinese listed firms

This study examines how ownership concentration and corporate debt impact corporate divestitures in China. Corporate divestitures reduce the asset base of a company and the opportunity for expropriation by majority shareholders. In emerging economies, weak legal institutions, combined with equity ownership concentration and high corporate debt, allow majority shareholders to avoid such disciplines. Consequently, the relationship between these governance mechanisms and divestiture activity exhibits a pattern that is different from that in developed economies. Using archival data collected from 1,210 Chinese listed companies during 1999–2003, we found that ownership concentration by the largest shareholder depressed corporate divestitures both in state-controlled and in non-state-controlled firms. The negative effect of corporate debt on divestitures only existed for state-controlled firms. Our finding provides corroborating evidence for principal–principal conflicts in emerging economies. It suggests that corporate strategy in these countries can be better explained by taking into account the unique agency problems that are prevalent in these economies.     

创始股东控制权威与经理人职业操守——基于社会资本的“国美电器控制权争夺”研究

在家族型上市公司中,创始股东往往会利用控制权威剥夺中小股东的利益,从而造成公司价值的损减。这时,经理人是否会为了保持"公司价值最大化"的职业操守与创始股东争夺上市公司的控制权?本文基于社会资本分析视角,将创始股东控制权威视为对经理人的社会资本控制,将经理人保持职业操守赢得的收益归为从内外部社会关系网络中取得的社会资本支持。然后,根据上述两个概念构建了经理人决策模型,详细解读了国美电器治理实践中的"控制权冲突"事件。经研究得知:理性的经理人会综合权衡创始股东控制权威和保持职业操守对其社会资本的影响,并以此选择是否争夺创始股东的控制权。     

Environment, governance, controls, and radical innovation during institutional transitions

Researchers pay only limited attention to the problem of drive force of radical innovation in institutional transitions, especially in China. Drawing on both institutional theory, managerial control theory, and innovation theory, this study examines the roles of external and internal drivers to firms?? radical innovation. Specifically, we examine the effects of external institutional environment and internal corporate governance on radical innovation by introducing management control systems. Based on data from a sample of 585 firms in China, this study finds that the effect of institutional environment uncertainty on radical innovation is significant but formal corporate governance is not. These results suggest that firms facing an uncertain institutional environment emphasize both financial control and strategic control, and firms that have adopted formal corporate governance prefer strategic control to financial control. The implications of these findings for research during institutional transitions are discussed.     

Married to the firm? A large‐scale investigation of the social context of ownership

Research summary : Using a large sample of private firms across Europe, we examine how the social context of owners affects firm strategy and performance. Drawing on embeddedness theory and the institutional logics perspective, we argue that embeddedness in a family, in particular the nuclear family, can strengthen identification and commitment to the firm, but can also induce owners to behave more conservatively. Consistent with this argument, we find that family‐owned firms have higher profit margins, returns on assets, and survival rates compared to single‐owner or unrelated‐owners' firms, but also invest and grow more slowly, hold greater reserves of cash, and rely less on external debt. These differences are most pronounced when the two largest shareholders are married. Our results highlight the key role of marital ties in explaining differences in behavior and performance among firms. Managerial summary : Despite the prevalence of the married‐couple ownership structure in firms, little research has been dedicated to understanding how these firms are managed and perform. We examine the behavior and performance of firms owned by married couples in a large panel of closely held Western European firms. We find that married‐owner family firms are managed more conservatively relative to firms with unrelated owners and even to other family‐owned firms. In particular, married‐owner family firms invest and grow more slowly and rely less on external finance. However, they also exhibit greater performance stability and higher profitability. Our findings suggest that social relationships among owners have a large impact on firm strategy and performance, and highlight some potential trade‐offs to performance when married couples control firms. Copyright © 2015 John Wiley & Sons, Ltd.     

Multiple agency perspective,family control,and private information abuse in an emerging economy

Using a comprehensive sample of listed companies in Hong Kong this paper investigates how family control affects private information abuses and firm performance in emerging economies. We combine research on stock market microstructure with more recent studies of multiple agency perspectives and argue that family ownership and control over the board increases the risk of private information abuse. This, in turn, has a negative impact on stock market performance. Family control is associated with an incentive to distort information disclosure to minority shareholders and obtain private benefits of control. However, the multiple agency roles of controlling families may have different governance properties in terms of investors’ perceptions of private information abuse. These findings contribute to our understanding of the conflicting evidence on the governance role of family control within a multiple agency perspective.     

Family firms and internationalization‐governance relationships: Evidence of secondary agency issues

This article documents that blockholders with both ownership and management control in family firms have different goals compared to blockholders with only ownership (but no management) control. We theorize and find evidence that family controlled and family managed (FCFM) firms negatively moderate the relationships between internationalization and governance mechanisms, while family controlled and nonfamily managed (FCNFM) firms do not. The findings indicate that family owners in FCFM firms have greater opportunities to reap private benefits of control indicating the presence of secondary (principal‐principal) agency problems, while these problems are mitigated in FCNFM firms. In emerging economies like India where family firms are ubiquitous, they highlight the need to recognize differing blockholder influences on internationalization‐governance relationships and to develop more nuanced theorizing for understanding them. Copyright © 2013 John Wiley & Sons, Ltd.     

External corporate governance and financial fraud: cognitive evaluation theory insights on agency theory prescriptions

R esearch summary : Agency theory suggests that external governance mechanisms (e.g., activist owners, the market for corporate control, securities analysts) can deter managers from acting opportunistically. Using cognitive evaluation theory, we argue that powerful expectations imposed by external governance can impinge on top managers' feelings of autonomy and crowd out their intrinsic motivation, potentially leading to financial fraud. Our findings indicate that external pressure from activist owners, the market for corporate control, and securities analysts increases managers' likelihood of financial fraud. Our study considers external governance from a top manager's perspective and questions one of agency theory's foundational tenets: that external pressure imposed on managers reduces the potential for moral hazard. M anagerial summary : Many of us are familiar with stories about top managers “cooking the books” in one way or another. As a result, companies and regulatory bodies often implement strict controls to try to prevent financial fraud. However, cognitive evaluation theory describes how those external controls could actually have the opposite of their intended effect because they rob managers of their intrinsic motivation for behaving appropriately. We find this to be the case. When top managers face more stringent external control mechanisms, in the form of activist shareholders, the threat of a takeover, or zealous securities analysts, they are actually more likely to engage in financial misbehavior. Copyright © 2016 John Wiley & Sons, Ltd.     

The private benefits of control in Chinese listed firms: Do cash flow rights always reduce controlling shareholders’ tunneling?

This study measures the size of private benefits of control (PBC) and explores the impact of ownership structure and board independence on controlling shareholders?? tunneling. Using data of Chinese listed companies between 2003 and 2006, we find that the average size of PBC, as measured by the price premium of block share transactions, is approximately 10.66% in Chinese listed companies. Also, firms with more independent directors on the board and firms with multiple large shareholders have a smaller size of PBC. Therefore, they experience a lower level of expropriation of minority investors by controlling shareholders. We particularly find evidence of a nonlinear U-shaped relationship between controlling shareholders?? PBC and their cash flow rights. On the left half of the nonlinear U-shaped curve, consistent with the interest-alignment effect of increased ownership concentration, increased cash flow rights appear to be effective in reducing controlling shareholders?? tunneling. However, on the right half, increased cash flow rights would exacerbate controlling shareholders?? expropriation of minority investors, which is the entrenchment effect of increased ownership concentration.     

Integration,knowledge creation and B2B governance: The role of resource hierarchies in financial performance

Knowledge is a critical competitive resource for firms that increasingly exploit resources and capabilities combined with those of channel partners to create new knowledge. However, the opportunism risks inherent in any B2B relationship require firms to employ governance mechanisms to protect their interests. These tensions call for further study of how B2B partners exploit combined resources to produce new knowledge. This research employs a Resource Hierarchy View of resource bundling to describe the ways that firms integrate internal and external processes to achieve financial performance through knowledge creation, and the role that relational governance approaches play in enabling those resource combinations. The study finds that normative and formalized governance forms both enable complex combinations of knowledge creation and integration resources in a way that affects financial performance more than either resource could in simpler combination. However, there are differences in how knowledge is created through internal and external process integration.     

Boards of directors and substitution effects of alternative governance mechanisms

Research on the determinants and effects of various governance mechanisms typically assumes that these mechanisms operate independently. However, since a variety of mechanisms are used to achieve alignment of the interests of shareholders and managers, we propose that the level of a particular mechanism should be influenced by the levels of other mechanisms which simultaneously operate in the firm. We examine the substitution effects between alternative internal governance mechanisms for a sample of 81 bank holding companies in the postderegulation period. Specifically, we consider the relationship between monitoring by outside directors and the following mechanisms: monitoring by large outside shareholders, mutual monitoring by inside directors, and incentive effects of shareholdings by managers. Our results provide evidence consistent with the substitution hypothesis. We examine the implications of our findings for future research in the area of corporate governance.     

Cross-border mergers and acquisitions by Chinese listed companies: A principal–principal perspective

Chinese listed firms have gained the world’s attention with several ambitious, high-profile cross-border mergers and acquisitions. In most of these deals, the Chinese government is the largest shareholder of the acquiring firms. As such, it may be the case that the Chinese government pushes through such deals even though they are not in the best interests of minority shareholders, giving rise to principal–principal conflicts. Along these lines, we hypothesize that increased government ownership in the acquiring firm will be associated with investors viewing a cross-border merger deal in less favorable terms. In addition, we hypothesize that environmental complexity will moderate this negative relationship. We test our hypotheses with a sample of cross-border mergers and acquisitions involving Chinese firms from 2000 to 2008. We find support for the main hypothesis, that is, that investors are indeed skeptical of cross-border mergers and acquisitions deals when the government is the majority owner (i.e., principal–principal conflicts). However, we find no support for the moderating effect. We discuss the implications of these findings for researchers and practitioners and suggest future research directions.     

Principal‐principal conflicts under weak institutions: A study of corporate takeovers in China

The principal‐principal perspective is tested and extended in the context of corporate takeovers of Chinese publicly listed firms from 1998 to 2007. The resistance of a target firm's controlling shareholder toward potential takeovers reflects the conflict between the principal and minority shareholders. It was found that this resistance weakens when target firms are located in regions with more institutional development, where the minority shareholders' interests are better protected. The resistance also decreases for target firms with CEOs who are politically connected, as these CEOs may be more interested in their own political careers than in representing the interests of the controlling shareholders.Copyright © 2012 John Wiley & Sons, Ltd.     

Sustaining the International Competitive Advantage of Asian Firms: A Conceptual Framework and Research Propositions

The sudden loss of export markets by many Asian firms during the Asian financial crisis (AFC) has raised important questions on how firms in the region can regain and sustain their competitive advantage in international markets. This paper develops a conceptual model which focuses on certain key elements of a firm's internal resources as critical sources of competitive advantage and offers research propositions. It is argued that Asian firms can enhance their international competitive advantage by leveraging their internal resources within an external environment generally conducive to growth.     

Forced financial information restatements and management turnover: Market discipline and large family shareholders’ intervention in an emerging economy

Using data from Taiwan, this paper investigates the market discipline effects associated with the forced financial information restatement on management turnover, and how family governance intervenes with such market discipline. By integrating legitimacy theory, the institution-based view, and multiple agency perspective, we find that market discipline associated with the forced financial information restatement can be effective to trigger management turnover in an emerging economy. Family ownership strengthens such market discipline by promoting ex-ante management turnover but weakens such market discipline by deterring immediate/ex-post management turnover. On the other hand, family board control weakens market discipline in mitigating families-minority shareholders conflicts by deterring all ex-ante, immediate, and ex-post management turnover. The analysis contributes to our understanding of a firm’s legitimacy as the dominating force in supporting an effective market discipline on management turnover in a weak institutional environment. Families play multiple governance roles to intervene with such market discipline in a weak institutional environment in order to build a management team for their investment safety and maintain a management team for family private benefits of control.     

THE GOVERNANCE AND CONTROL OF VOLUNTARY CORPORATE SPIN-OFFS

We investigate the role that a voluntary corporate restructuring can play in the design of efficient internal corporate control mechanisms. To this end, we examine the post-restructuring internal control practices in 78 voluntary corporate spin-offs that were completed between 1972 and 1987. We find that the selection of the new CEOs, the design of their compensation contracts, and the staffing of the boards of directors and their compensation committees in the spun-off firms can be seen as ex ante efficient. These governance and control practices, however, are not strongly related to the observed positive market reactions to the spin-off announcements. The results indicate that equity reorganizations facilitate the implementation of efficient internal governance and control practices, but that other factors must influence the share price reactions to the announcement of such voluntary corporate restructurings.