Price differences between equity classes. Corporate control,foreign ownership or liquidity?

This paper is the first comprehensive study of price differences for dual class equity at the Oslo Stock Exchange. It analyzes the relative importance of corporate control, foreign ownership restrictions and stock market liquidity for the price differences. The Norwegian market has the peculiar feature that in part of the sample period non-voting shares were trading at a premium to voting shares, i.e., what is usually termed the “voting premium” was negative. This result can be rationalized by restrictions on foreign ownership. In the later part of the period, with no regulatory restrictions on foreign ownership, the voting premium is positive, and related to corporate governance and liquidity.     

DUAL CLASS SHARES: ARE THERE RETURNS DIFFERENCES?

We examine dual classes of shares with identical dividends and liquidation treatment, but with different voting rights. We extend previous dud class studies by examining bid-ask adjusted prices and by examining returns after controlling for bid-ask spread and market value differences between voting classes. We establish that voting right differences, although related to price differences between superior and restricted voting shares, do not impact on average returns behavior. These findings are consistent with previously forwarded voting premium hypotheses.     

TAKEOVER RIGHTS AND THE VALUE OF RESTRICTED SHARES

The premium paid for superior voting shares relative to restricted shares in dual-class equity firms is well documented but not fully explained. In this paper, evidence that the premium reflects the expectation of higher cash flows in takeovers for superior shares is found by examining regulatory actions that changed the right of restricted shares to participate in takeovers. The extension of takeover rights to restricted shares resulted in a significant decline in the premium for superior shares, and the retraction of takeover rights had the reverse effect. This supports the hypothesis that the market expected the restricted shares to be treated less favorably in takeovers.     

Differential shareholder wealth and volume effects surrounding private equity placements in New Zealand

Private equity placements in New Zealand exhibit a strong positive relationship between abnormal announcement returns and the price at which shares are placed. The relationship suggests that placement price conveys important information regarding firm quality and value. This is significant as the New Zealand market has different regulations governing private equity placements compared to other countries. For example, private placement purchasers in New Zealand can buy shares at substantial discounts and immediately sell on-market without disclosing these trades to the market for a period of at least 5 days. Private placements issued at a premium exhibit a permanent positive impact on firm value. In contrast, those placed at a discount experience negative announcement returns and show a significant run-down in returns following the announcement. Private placements spark a large increase in trading activity in the 5 days following an announcement and the increase is particularly strong for those placed at a discount. We also find that companies that privately place equity in New Zealand are typically low book to market, thinly traded stocks. Therefore, the immediate returns available to purchasers of discounted shares may reflect fair compensation for these risks.     

Takeover bids and the relative prices of shares that differ in their voting rights

The relative prices of shares that differ only in their voting rights are modelled. In our model, voting rights become valuable when a control contest is decided through takeover bids for outside votes. The study shows how the value of the voting right depends on the initial ownership distribution, the share structure, and the ability of the incumbent manager versus a rival for control. Empirical support for the model is provided using Swedish stock market data.     

Flights-to-control: Time variation in the value of a vote

Dual-class shares often violate the ‘one share-one vote’ principle, thereby creating the potential for agency problems. We develop a model of time-variation in the pricing of these agency problems, as reflected by the voting premium. A key implication of this model is that insiders face a trade-off between the private benefits of control and the value of their cash-flow claims on the firm, resulting in a negative relationship between the voting premium and the expected present value of firm cash flows. As predicted by this model, we report empirical evidence consistent with ‘flights-to-control’, where the voting premium increases substantially during financial crises and when negative earnings surprises are announced. These relationships are accentuated for firms where agency problems might be expected to be more pronounced. The average voting premium is also shown to decrease around events that reduce the ability for insiders to extract private benefits of control.     

The Equity Premium: Consistent with GDP Growth and Portfolio Insurance

We find that the long‐term equity premium is consistent with both GDP growth and portfolio insurance. We use a supply‐side growth model and demonstrate that the arithmetic average stock market return and the returns on corporate assets and debt depend on GDP per capita growth. The implied equity premium matches the U.S. historical average over 1926–2001. Separately, we find that the equity premium tracks the value of a put option on the S&P 500. Our theory predicts a smaller equity premium in the future, assuming that the recent regime shifts in dividend policies, interest rates, and tax rates are permanent.     

Restricted Voting Stock, Acquisition Premiums, and the Market Value of Corporate Control

This paper examines the valuation and financial histories of 152 British firms that have two or more common share classes with differential voting rights outstanding at some time between 1955 and 1982. Over 16,000 monthly price pairs are examined, and on average, the superior voting (SV) shares market prices exceed those of the otherwise equivalent class of restricted voting (RV) shares by 13.3 percent. Liquidity factors, if anything, attenuate this result since RV shares trade much more frequently than SV shares. Forty-three of the sample companies are acquired while they have multiple share classes outstanding, and a higher price is paid for the SV share class than for the RV share class in 37 cases. The SV share price premium is found to be positively related to insider holdings of SV shares and negatively related to insider holdings of RV shares.     

Do jumps contribute to the dynamics of the equity premium?

This paper investigates whether risks associated with time-varying arrival of jumps and their effect on the dynamics of higher moments of returns are priced in the conditional mean of daily market excess returns. We find that jumps and jump dynamics are significantly related to the market equity premium. The results from our time-series approach reinforce the importance of the skewness premium found in cross-sectional studies using lower-frequency data; and offer a potential resolution to sometimes conflicting results on the intertemporal risk-return relationship. We use a general utility specification, consistent with our pricing kernel, to evaluate the relative value of alternative risk premium models in an out-of-sample portfolio performance application.     

Corporate control rights and the long-run equity risk premium

We address the role of incomplete contracting in the equity market in a long-run growth model. Equity delivers control rights, but holding equity might lead to disutility, since the right to vote is costly to carry. We analyze voting power and its burden in a equilibrium growth model. One of our main contributions is that we test our ex ante equity premium model using data for 44 countries over the years 1989–2005. Higher capital productivity, inflation and valuation of leisure increase the ex ante equity premium, as does lower population growth.     

Corporate groups,dual-class shares and the value of voting rights

It is known that deviating from the one-share–one-vote principle through the issue of non-voting stock increases the value of outsiders' voting rights. We argue that the creation of a business group is another way to deviate from one-share–one-vote and we show that it produces a larger voting-share premium in holding companies. As a consequence, having both subsidiaries and non-voting stock produces a multiplier effect on the voting premium. The puzzling size of the premium in Italy was never related to the interaction of pyramiding and non-voting stock. Our empirical study confirms that the premium is larger for holding companies issuing non-voting stock than for similar operating companies without non-voting equity.     

A Comparative Analysis of Takeovers of Single and Dual Class Firms

This paper analyzes takeovers of dual class companies listed on the Toronto Stock Exchange over the period 1976 to 1989. It finds support for the hypothesis that despite the evidence that restricted shares sell at a discount compared to superior voting shares, takeover returns are the same for both classes of shares. Secondly, it tests the hypothesis that the classification of common equity into two classes confers differential takeover value on controlling shareholders and find that superior voting shares of dual class firms experience higher returns during takeovers than do shares of single class firms.     

Dual-class premium,corporate governance,and the mandatory bid rule: Evidence from the Brazilian stock market

This paper conducts a systematic analysis of the determinants of the relative price difference between voting and non-voting shares, i.e., the “dual-class premium,” within the context of a mandatory bid rule. While the removal of the mandatory bid rule can increase potential gains from control, it can also weaken protection for minority shareholders. We provide evidence that the latter effect dominates by showing that the premium increases (decreases) in response to enhancement (lowering) of investor protection via regulatory alterations in the rule. The premium is lower in government-owned firms, which may be an indicator that control transfers, that allow benefits from the mandatory bid rule to accrue to minority shareholders, are less likely in government-owned firms. We also find that the premium is inversely related to an index designed to capture the firm's corporate governance practices. The results suggest that expropriations of minority shareholders are more likely at firms with poor corporate governance provisions and weak takeover rules relating to mandatory bids.     

Bolstering family control: Evidence from loyalty shares

We study the introduction of a new control-enhancing mechanism in Italy, a country still characterized by family-controlled firms but with an increasing importance of institutional investors. Since 2014, Italian firms have been able to adopt loyalty shares, which allow a double voting right if shares are continuously held for at least two years. We find that about 20% of listed firms have introduced loyalty shares, and family-controlled firms are the most likely adopters. Loyalty shares neither anticipate acquisitions, nor equity issues by the adopting firm. Instead, they allow controlling shareholders to reduce their equity stake without losing control. We report no evidence of an adverse wealth effect both at the adoption and in the years following it. As expected, institutional investors vote against the introduction of loyalty shares. Yet, they do not reduce their holdings afterwards, as incremental governance costs are outweighed by the superior performance of adopting firms. Overall, our evidence suggests that bolstering family control is the main effect of the introduction of loyalty shares.     

Contrarian flows,consumption and expected stock returns

We investigate the relation between contrarian flows, consumption growth, and market risk premium. We construct a contrarian flows measure by summing up the capital flows to stocks that go against the total flow of the aggregate market. We show that the contrarian flows are negatively influenced by the same-quarter consumption growth. During bad times, the majority of investors who are affected by the negative shock reduce their equity exposure, and these extra supplies of risky assets are absorbed by contrarian investors who are least affected by the consumption shock. Using quarterly stock market data, we find that the contrarian flows forecast market returns at short-to-intermediate horizons. The predictability stems from the component that is explained by the consumption growth, and therefore the consumption growth contains valuable information about the market risk premium. Moreover, the predictability is stronger for growth stocks than for value stocks, and hence it negatively predicts the value premium. This is because the contrarian flows measure the market risk premium and growth stocks bear more discount rate risk than value stocks. Out-of-sample tests show that the main results are robust to data-snooping bias.     

Canada's Dual Class Shares: Further Evidence on the Market Value of Cash Dividends

The Canada Income Tax Act of 1971 permitted Canadian corporations to create two classes of equity, one paying ordinary cash income and the other paying capital gains income. Cash-paying shares have often sold at a premium. Empirical results indicate that the premium is largely explained by the relative value of the dividends paid and by costs imposed on investors by stock dividend payment and share conversion procedures. Premiums for a few firms also reflect the relative liquidity of the two classes of shares. No evidence exists that investors prefer cash income to equal amounts of capital gains.     

Timing and Wealth Effects of German Dual Class Stock Unifications

This paper studies the reasons and the costs of separating ownership from control by analysing the decision of German dual class firms to consolidate their share structure from dual to single class equity between 1990 and 2001. We find that the firm value increases significantly by an average 4% on the announcement day. A significant part of the variation in abnormal returns can be explained by the ownership structure and by changes in liquidity. A logit analysis of the unification decision yields that firms are more likely to unify if their controlling shareholder loses only little voting power in a stock unification. Also, firms that are financially constrained are more likely to abolish dual class shares; these firms often issue additional shares after the stock unification.     

Rare disaster risk and the expected equity risk premium

Consistent with the predictions of rare disaster models, we find that a proxy for the time‐varying probability of rare disasters helps to explain fluctuations in expectations of the equity risk premium. Our proxy for disaster risk is a recently developed measure of global political instability, and the expected market risk premium is from Value Line analysts' expected stock returns. Consistent with long‐run risk models, uncertainty about expected GDP growth and expected consumption growth is also significantly positively related to the expected market risk premium. We obtain similar results when we use the earnings–price ratio and the dividend–price ratio as proxies for the expected market risk premium.     

Age‐Dependent Increasing Risk Aversion and the Equity Premium Puzzle

We introduce a new preference structure—age‐dependent increasing risk aversion (IRA)—in a three‐period overlapping generations model with borrowing constraints, and examine the behavior of equity premium in this framework. We find that IRA preferences generate results that are more consistent with U.S. data for the equity premium, level of savings and portfolio shares, without assuming unreasonable levels of risk aversion. We find that the relative difference between the two risk aversions (how much more risk‐averse old agents are relative to the middle‐aged) matters more than the average risk aversion in the economy (how much more risk‐averse both cohorts are). Our findings are robust with respect to a number of model generalizations.     

Reexamining the Robustness of the Market Value of Equity

We apply the methodology of Knez and Ready (KR) (1997) to data from the Japanese stock market and reexamine the robustness of the risk premium for the market value of equity (MVE). In particular, we compare two alternative explanations for the relation between stock returns and MVE: the one pointed out by Fama and French (FF) (1992) and the other proposed by Berk (1995). Consistent with results for the U.S. market, when we check FF's explanation for MVE, we find that the risk premium for MVE is not robust against extreme observations. Besides the evidence supporting KR's findings, we study the role of MVE proposed by Berk (1995), who points out that under controlled expected cash flows, MVE will be negatively correlated with expected returns. After showing that MVE negatively correlates with risk in the presence of expected cash flows, we test the robustness of the relation between returns and MVE. We find that the estimated risk premium for MVE is robust when realized cash flows (earnings plus depreciation) or book value of equity (BE) is used as a proxy for expected cash flows.