Controlling shareholder share pledging and stock price crash risk: Evidence from China

Using the unique setting of the Chinese market from 2003 to 2018, this study examines how share pledging behavior affects firms' stock price crash risk by analyzing the costs and benefits of the controlling shareholder's pledging decision to hoard bad news. We find that during the controlling shareholder share-pledging period, pledged firms exhibit significantly higher future stock price crash risk than their non-pledged counterparts. The risk is also higher during this period relative to in shareholders' own pre-pledging and post-pledging benchmark periods. Considering the internal and external information environment, we further observe a less pronounced increase in stock price crash risk for pledged firms with a strong internal control system and for those with more media attention. Together, our results reveal controlling shareholders' hedging motivations for engaging in pledging activities and the role played by the internal and external information environment in constraining the opportunistic behavior of controlling shareholders.     

Relationship Between Controlling Shareholders’ Participation in Share Pledging and Accounting Conservatism in China

This study examines the relationship between controlling shareholders’ participation in share pledging and accounting conservatism in the Chinese stock market. Share pledging introduces risks to controlling shareholders and leads to severe information asymmetry between controlling shareholders and outside minority shareholders. This, in turn, results in competing incentives with regard to financial reporting. We find that controlling shareholders’ participation in share pledging negatively affects accounting conservatism, especially for firms located in regions with weak legal enforcement and poor investor protection. Our study shows that controlling shareholders’ share‐pledging behaviour negatively influences firms’ reporting quality, especially in areas with weak legal systems.     

Does insiders share pledging stifle innovation? Evidence from China

We examine the relation between insiders share pledging activities for personal loans and firm innovation. Firstly, we find a negative effect of both the existence of pledging and the intensity of pledging activities on firm innovation, measured by R&D and patent application. Pledging by insiders with decision rights is associated with a 4.6% decline in R&D activities and 0.5% decline in patent applications, respectively, which accounts for 4.0% and 10.6% of the mean of each variable. This result holds using a propensity-score matched sample. In addition, we instrument pledging activities by financing constraints faced by other firms controlled by the same controlling insiders who pledge shares. IV estimation yield similar results. Secondly, we find share pledge activities have more pronounced effect on firm innovations when firms are located in areas with strong property rights protection, when firms are non-SOEs, or when pledging insiders serve on corporate boards. Lastly, we also find a negative effect of share pledging of other firms with common shareholders on firm innovations of interest. Overall, our findings suggest that pledging shares by insiders stifle firm innovation because share pledging reduce insiders' preference for risk taking.     

The effect of bidder conservatism on M&A decisions: Text-based evidence from US 10-K filings

This paper examines whether and how bidders' conservative tone in 10-K filings influences the subsequent mergers and acquisitions (M&A) investment decisions of these US firms from 1996 to 2013. Based on 39,260 firm-year observations, we find, consistent with behavioural consistency theory, that conservative bidders are less likely to engage in M&A deals. Further, those that decide to engage in M&As are likely to acquire public targets and within-industry firms. These bidders are inclined to employ more stock acquisitions than cash acquisitions. Our results also indicate that conservative bidders experience abnormally poor stock returns around the announcements of M&A investments. This provides new insights on the mechanism through which bidders' sentiments influence shareholders' wealth. Overall, these findings highlight the implications of the textual sentiment of corporate disclosure for the forecasting of corporate investment and financing decisions. Our results have practical implications, since they shed light on the value relevance of the information content of major Securities Exchange Commission (SEC)-mandated 10-K filings.     

The power of control: the acquisition decisions of newly public dual-class firms

Many private firms that go public opt for a dual-class share structure which gives insiders stronger voting power, at the expense of shareholder democracy. We examine how the dual-class structure influences the merger decisions of newly public firms, which have a notable appetite for acquisitions. Specifically, we compare acquisition activity, method of payment choice, and the long-run value implications of acquisitions by newly public single-class and dual-class US companies. Our results show that dual-class IPO firms make relatively more acquisitions in innovative industries and are less likely to pay with stock as compared to single-class IPO firms. The reluctance of dual-class firms to pay with stock is positively related to the wedge between the insiders’ voting rights and cash-flow rights. We also find that newly-public dual-class acquirers perform better in the long-run than newly-public single-class acquirers, mainly due to dual-class acquisitions in innovative industries. Our multivariate analysis shows that these findings hold after controlling for relevant risk factors associated with industry, deal, and firm specific characteristics. These results suggest that the dual class structure may enable newly-public firms to make better M&A decisions after going public.     

Share pledges,tone of earnings communication conferences,and market reaction: evidence from China

We investigate how share pledging affects firms’ disclosures and influences investors in Chinese stock market. The tone of firm disclosures when there are shares pledged by controlling shareholders is more positive than that of firms without them. Considering tone inflation motivation and ability simultaneously, we find share pledge risk has an inverted U‐shaped relation with tone. Investors react positively to tone in short‐run windows, and firms with controlling shareholders’ pledges have higher stock returns for earnings communication conferences. We identify an inverted U‐shaped link between margin distance of controlling shareholders and stock returns for earnings communication conferences.     

Financing constraints and share pledges: Evidence from the share pledge reform in China

Financing constraints are important to triggering controlling shareholders' share pledges. However, the related literature faces two major challenges: the endogeneity problem and the lack of direct evidence of why and how individual share pledges can ease corporate financing constraints. Based on China's Share Pledge Reform (SPR) in Q4 2012 and the phenomenon that private firms face discrimination when obtaining bank loans, this paper studies the impact of financing constraints on share pledging behavior and its mechanisms by building a difference-in-differences (DID) model. The SPR makes it more convenient for shareholders to raise money through share pledges, and shareholders of private firms facing stronger financing constraints are more vulnerable to this reform than are state-owned enterprises (SOEs). After the SPR, the probability of share pledging by controlling shareholders of private firms is approximately 23.04% higher than that of controlling shareholders of SOEs, and the pledge ratio is approximately 16.53% higher. Further tests reveal that, after the SPR, controlling shareholders of private firms are more inclined than those of SOEs to provide loans to the company to alleviate its financing constraints. Heterogeneity tests further corroborate the finding that this effect is more significant in private firms that are smaller and do not have shareholders of banking and institutional firms among their top ten shareholders.     

企业创新效率研究——来自股权质押的影响

本文结合我国实施创新驱动发展战略及股权质押频繁的现实背景,利用2006—2015年A股上市公司的数据,探讨控股股东的股权质押行为是否以及如何对企业的创新效率产生影响。研究表明,控股股东的股权质押行为会显著降低企业的创新效率。进一步地研究发现:(1)当第二类代理问题越严重,或质押风险越大时,控股股东股权质押行为抑制企业创新效率的作用越明显,表明控股股东股权质押伴随的掏空效应及短视效应,是导致二者负向关系的重要原因;(2)掏空效应和短视效应在影响控股股东股权质押与企业创新效率的关系上存在显著的替代效应;(3)研发投入强度下降时,控股股东股权质押对企业创新效率产生的负面效应更强。本文的研究不仅丰富了企业创新效率影响因素及控股股东股权质押经济后果的相关文献,对于规范控股股东股权质押行为,提高企业创新能力,实现创新驱动发展战略,也具有重要的启示意义。     

How does institutional investors' information acquisition inhibit share pledging? Evidence from China

This study investigates whether and how institutional investors' information acquisition affects controlling shareholder's share pledging. Taking a unique data of institutional investors' corporate site visits in China, we find that institutional investors' corporate site visits significantly inhibit controlling shareholder's share pledging. This effect is robust to a series of robustness checks, including controlling for endogeneity concerns, propensity score matching method, alternative model specifications, and alternative measures of the independent variable. We then provide evidence that the negative relation between institutional investors' corporate site visits and controlling shareholder's share pledging is more pronounced for listed firms with less efficient information environment and weaker corporate governance. Further analysis indicates that the negative relation is also more pronounced when controlling shareholders are under higher margin call pressure and when the visiting institutional investors consist of more fund companies. Overall, our study is the first to provide direct evidence of the governance mechanism of financial intermediaries on shareholders' pledging decisions.     

The long-run performance of acquiring firms in mergers and acquisitions: Does managerial ability matter?

This paper examines the association between the managerial ability of acquiring firms and their long-term performance after mergers and acquisitions (M&As). Based on M&A data for U.S. firms from 2000 to 2012, we find that acquiring firms with higher managerial ability achieve better long-term operating performance and stock returns. We also find that the positive effect of managerial ability on long-term performance is more pronounced when acquirers and target firms belong to the same industry. The result suggests that managers who have higher ability to manage their firms, i.e., to generate higher revenues for given resources, are more capable of achieving higher synergy benefits and better post-acquisition performance in same-industry acquisitions than in cross-industry acquisitions.     

Do controlling shareholders collude with their related large shareholders? Evidence of equity pledges and shareholding increases from China

The key for controlling shareholders to prevent the risk of equity pledge is to increase the stock price, and the large shareholders' shareholding increases have the effect of increasing the stock price. Using the data of Chinese A-share firms from 2007 to 2019, this paper examines the relationship between the controlling shareholders' equity pledges and their related large shareholders' shareholding increases. We find that when the controlling shareholders pledge equity, their related large shareholders are more likely to increase their shareholdings. By analyzing the necessity, ability and motivation of related large shareholders to provide help, we find that shareholding increases of related large shareholders are behaviors of helping controlling shareholders to mitigate the risk of equity pledge. Based on the analysis of external acquisition threats, stability heterogeneity of control rights and exogenous impact of Vanke Equity Competition, it is shown that the controlling shareholders pledging equity promote their related large shareholders to increase their shareholdings for the purpose of preventing the risk of control transfer. In further analysis, we find that the shareholding increases of related large shareholders have the practical effect of improving the stock price and preventing pledge risks. This paper proves that the controlling shareholders pledging equity collude with their related large shareholders, which is reflected in the fact that the shareholding increases of the related large shareholders have become a means for controlling shareholders to prevent the risk of equity pledge.     

Controlling shareholder share pledging and the cost of equity capital: Evidence from China

We propose and test the incentive view—that the margin call pressure and ownership-control discrepancy associated with insider share pledging increase investors’ perceived risk, and thus also the cost of equity capital, in an emerging market. Using a controlling shareholder share pledging sample for Chinese listed firms, we find that firms with share pledging have a cost of equity capital that is 23.7 basis points higher than firms without share pledging. Further, share pledging increases the cost of equity capital through the information risks and agency conflicts channels. Cross-sectional analyses show that share pledging has a stronger effect on the cost of equity capital in non-state-owned enterprises, firms without monitoring of multiple large shareholders, firms with controlling shareholders assuming the position of chairperson, and firms with a weak institutional environment. In addition, using the global financial crisis and the outbreak of the coronavirus (COVID-19) as quasi-natural experiments, we disentangle the potential confounding effect of firm fundamentals and show that share pledging is positively associated with the cost of equity capital. Overall, the results are consistent with our incentive view that share pledging increases the cost of equity capital in an emerging market.     

Long-term performance of mergers and acquisitions in ASEAN countries

The study looks at mergers and acquisitions (M&As) in ASEAN countries and examines the post-M&A performance using data from 2001 to 2012. The industry-adjusted operating performance tends to decline in the 3 years following an M&A. Yet, the results suggest that M&As completed during the financial crisis are more profitable than those implemented before and/or after the crisis. We argue that this is mainly due to the synergies created between the firms’ resources during the crisis which augur well for firms’ economic performance. We find that, during the crisis, certain characteristics of the firms like the relative size of the target, cross-border nature of deals, acquirer's cash reserves and friendly nature of deals are important determinants of long-term post-M&A operating performance. However, for M&As during the crisis, there appears to be no relationship between performance and firms’ characteristics linked to M&A activity such as payment method, industry relatedness and percentage of target's share acquired.     

Generalists vs. specialists: Who are better acquirers?

We examine the impact of lifetime work experience of top executives on mergers and acquisitions (M&As) behavior and outcome. Based on hand-collected data of top executives in a sample of Chinese firms during 2002–2018, we construct a generalist ability index of top executives to study the impact of generalist top executives (GTEs) vs. specialist top executives (STEs) on M&As. Our findings suggest that GTEs conduct more M&As than those of STEs. The results are robust to alternate specifications of M&A frequencies and after accounting for endogeneity issue. Furthermore, the M&A announcement and long-term returns are better for acquirers with GTEs than those with STEs. We attribute the findings to GTEs' ability of searching target ex ante, making the M&A process efficient, and fully leveraging their social networks post M&A. In addition, we find the increase in M&A activities in GTE firms are primarily due to GTEs' experience of M&As rather than their talents. Finally, the M&As from GTEs improve investment efficiency and are less likely to divest targets post M&As. In sum, GTEs conduct more M&As and they create value in the process.     

股权质押与公司估值:理论与实证

本文基于2000—2020年我国A股上市公司数据,探讨了控股股东股权质押对上市公司代理问题及其估值的非线性影响。研究发现,控股股东股权质押比例较低(高)时将会缓解(加剧)上市公司的代理问题,从而使其估值上升(下降)。进一步分析显示,随着控股股东股权质押比例的提高,上市公司的财务约束和财务困境水平先降后升,呈U形变化;与此同时,控股股东高股权质押比例降低了上市公司增量现金的边际价值,增加了其审计费用和违规频次。从企业异质性来看,国企子样本中上述关系大多不显著。本文研究对进一步理解股权质押的内在运行机制和经济后果有一定参考意义。     

Acquisitions and the cost of debt: Evidence from China

A large body of literature has examined the effect of mergers and acquisitions (M&As) on firm valuation, and generally find that M&As reduce acquirers' shareholder value. However, relatively little is known about the effect of M&As on the pricing of corporate debt by debtholders, especially for firms in less developed countries. Using a sample of Chinese listed firms with outstanding bonds from 2007 to 2020, we find that the cost of debt is lower for acquirers than for non-acquirers, and that the effect of acquisitions in reducing cost of debt is more pronounced for firms from provinces with less developed markets, for private firms, and for firms undertaking cross-province acquisitions. Our results are robust to a series of robustness checks that address various endogeneity concerns, including the use of a matched-sample approach, the use of the Heckman two-stage model and a change analysis, the control for acquirers' pre-acquisition bond yield spread, and the exclusion of acquisitions of publicly listed targets. Our analyses of provincial institutional factors show that the relationship between M&As and cost of debt is moderated by government relations to market, private economy development, and the development of market intermediaries and legal environment. We further document that acquirers have lower default risk during the post-acquisition period because of a coinsurance effect, and that acquirers attract more analyst following and investors after acquisitions. Overall, our results indicate that acquisitions can reduce cost of debt through reducing firms' default risk and information risk, and that institutional factors matter for the effect of M&As on the cost of debt.     

媒体公关、投资者情绪与证券发行定价

本文研究了拟上市公司通过专门针对媒体的公关活动影响其证券发行定价的内在机制。结果发现:公司可以通过投入媒体公关费用来增加媒体对于该公司的新闻报道量,这些报道在性质上属于正面的广告宣传,而正面新闻能够显著提高投资者对该公司的关注程度和乐观情绪;乐观情绪越强,则参与证券发行的投资者人数越多,需求量越大,进而导致证券发行价格的上调幅度越大。但是在长期内,当证券交易价格逐渐回归于实际价值时,发行前关注度越高的证券,其长期回报率越低。本文的研究意味着新闻媒体在证券发行中的宣传推介功能与其公司外部治理人的身份存在冲突。     

股权质押、风险管理与大股东增持

基于2004-2016年A股上市公司样本,本文发现,股权质押会影响上市公司大股东的增持行为,而质押风险管理是股权质押影响大股东增持的潜在渠道。相较于未面临质押预警压力的大股东,面临质押预警压力的大股东更有可能去增持;此外,相较于国有企业,民营企业的大股东在面临质押预警压力时更有可能去增持。在经济后果方面,对于同样面临质押预警压力的大股东而言,选择增持会让上市公司股价在之后有更好的表现。本文认为,除了传统的财务动机等之外,缓解自身质押风险是上市公司大股东增持的另一动机;而除了盈余管理、税收规避等管理质押风险的事前措施外,增持是上市公司大股东管理质押风险的另一有效手段。     

Cross-Border M&As Involving an Emerging Market

This study analyzes Korean firms’ motives for cross-border M&As, Asia’s representative emerging capital market, from the perspective of financial attributes, and defines the effects of group attributes of cross-border M&As on the wealth of acquiring firms’ shareholders. As for the group attributes of cross-border M&As, shareholders of small firms with high ROA do not like cross-border M&As, because the shareholders of small acquiring firms with sufficient internal growth factors are reluctant to transfer their present wealth to shareholders of foreign target firms. We also verify that the diversification effect with regard to cross-border M&As is accompanied by the diversification discount, but that firms with ample internal funds due to their high ROA like entering into new industries through cross-border M&As. Lastly, when target companies are listed in countries with highly uncertain GDP growth rates, acquiring firms’ value decreased.     

Mergers and acquisitions in the US property-liability insurance industry: Productivity and efficiency effects

This paper analyzes the productivity and efficiency effects of mergers and acquisitions (M&As) in the US property-liability insurance industry during the period 1994–2003 using data envelopment analysis (DEA) and Malmquist productivity indices. We seek to determine whether M&As are value-enhancing, value-neutral, or value-reducing. The analysis examines efficiency and productivity change for acquirers, acquisition targets, and non-M&A firms. We also examine the firm characteristics associated with becoming an acquirer or target through probit analysis. The results provide evidence that M&As in property-liability insurance were value-enhancing. Acquiring firms achieved more revenue efficiency gains than non-acquiring firms, and target firms experienced greater cost and allocative efficiency growth than non-targets. Factors other than efficiency enhancement are important factors in property-liability insurer M&As. Financially vulnerable insurers are significantly more likely to become acquisition targets, consistent with corporate control theory, and we also find evidence that M&As are motivated to achieve diversification. However, there is no evidence that scale economies played an important role in the insurance M&A wave.