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.     

The value of corporate voting rights embedded in option prices

This paper proposes and tests a new method to extract the value of corporate voting rights from market prices of American-style single-stock options. The method models voting-right values as non-cash dividends and backs them out via numerical optimization from prices of equity options. Simulation experiments show that the method is accurate and outperforms existing option-based approaches by reducing their measurement error from 17.2% to 1.57% in terms of root mean squared errors and almost eliminates their bias.The paper also contributes an empirical analysis of corporate voting-right values in European companies in the time period between 2003 and 2010. Voting rights have an annualized average value of 0.37% of the share price and are significantly worth more in months in which either ordinary or extraordinary general meetings take place but no single shareholder holds a majority stake in the company. Finally, voting values are higher in companies incorporated in French-civil-law countries (France and the Netherlands) than in German-civil-law countries (Germany and Switzerland).     

Political risk and the factors that affect international bids

This study examines the determinants of bidder returns, target premiums and the likelihood of winning a bid in cross-border acquisitions. We identify how risk associated with the target home country affects these outcomes. Expected improvement in efficiency is the more powerful factor explaining the variation in premiums, while returns to bidders reflect the information asymmetry. Foreign targets are more likely to accept first or lower bids if target countries are culturally close to the U.S. Targets in poor-governance nations are more likely to accept a lower bid, explained by the ability of a good-governance nation acquirer to create benefits for the target.     

Stakeholders and the composition of the voting rights of the board of directors

We propose a new approach to dynamic representation of different groups of stakeholders on the board of directors. This approach is based on a simple economic model of the firm, with an objective function to maximize its market value. We look at the marginal claim of each stakeholder on the assets of the firm. It divides the voting rights based on the change in value of each stakeholder with a one dollar change in the value of the firm as a whole. We translate these conditions to relative voting powers on the board. While there are many claims in the academic and popular literature on sharing voting rights on the board, our paper is the first to propose a quantitative dynamic model of the power sharing in the corporation.     

Long term changes in voting power and control structure following the unification of dual class shares

We study the effects of a regulatory change that induced the unification of most dual class shares in Israel in the 1990s. Specifically, we follow the evolution of ownership structure in a sample of 80 companies that unified their dual-class shares, and compare it with a control sample of firms that maintained their dual share structure at least until 2000. Our main findings are as follows. First, controlling shareholders offset the dilution of voting rights they incurred upon unification by: 1) increasing their holdings prior to the unification (ex-ante preparation), and 2) by buying shares afterwards; by the end of the sample period their voting power was only marginally lower than in the control sample. This offsetting result suggests that marginal voting rights may be important to controlling shareholders even beyond the 50% threshold. Second, share unifications were not associated with much change in the identity of controlling shareholders. Third, the proportion of firms affiliated with pyramidal business groups in the sample of unifying firms was lower than in the population of listed firms as a whole and not different from that in the control sample, suggesting that pyramidal ownership structures did not replace dual class shares. Finally, unifying firms did not exhibit a substantial improvement in their performance and valuation in comparison with the control sample.     

Dividend privileges and the value of voting rights: Evidence from Italy

The present paper proposes a new measure of the voting right, the Relative Vote Segment, which incorporates dividend privileges into the inferior class of shares. We test and compare it against the standard Relative Price Difference and the Nenova (2003) measure using 1998–2008 data from Italy, a country where dividend privileges are relevant. Results show that when dividend privileges are considered, the average voting right equals + 35.63%, while its estimated value corresponds to a significantly lower + 20.35% and + 1.29% with the Relative Price Difference and the Nenova (2003) measure, respectively. Negative values of voting rights drop significantly with our methodology. Results become even more clear-cut when we clean the sample of possible measurement errors. As far as the determinants of the voting premium are concerned, the choice of the measure does not appear to have a significant impact, as long as the dividend differences are controlled for.     

The source of value of voting rights and related dividend promises

This paper examines the relative share pricing of 98 firms with two classes of common stock trading in the United States from 1984 to 1999. The firms feature common stock classes with differential voting rights and, in some cases, differential rights to dividends. The observed voting premiums are higher than those reported in previous studies of U.S. firms and are dependent on the form of dividend promise to the low-vote shareholder. The voting premium is higher in the presence of a control threat, when insiders do not hold controlling voting power, and during periods of poor firm performance.     

The impact of divergence in voting and cash-flow rights on the use of bank debt

This paper examines the debt ownership structure of firms with corporate governance problems associated with the divergence in the controlling shareholders' voting and cash-flow rights. Previous studies suggest that debt can play an important role in mitigating corporate governance problems. However, not all debt can effectively manage the corporate governance problems associated with the financing of poorly governed firms. In this study, we find that firms with higher divergence in voting and cash-flow rights use significantly more bank debt financing. Moreover, the effect of the divergence in voting and cash-flow rights on the use of bank debt is greater in countries with weaker legal protection for investors. Overall, our findings suggest that bank debt has a comparative advantage in financing poorly governed firms.     

A theoretical analysis of the liquidity risk premium embedded in the prices of voting and non-voting stocks

Liquidity risk and corporate control considerations affect shareholders' willingness to invest in stocks and should thus be reflected in their prices. This paper derives the premium required by liquidity risk-averse agents who invest, respectively in non-voting and voting shares. It is shown that the liquidity risk premium depends upon the investor's risk aversion, the variance of his future consumption flow and the liquidation probability of each share type. Furthermore, liquidity risk premia depend upon the firm's capital structure decisions, the distribution and private valuation of voting rights by its shareholders.     

Comovements in aggregate and relative prices: Some evidence on neutrality

This paper develops an alternative test of the neutrality of anticipated monetary policy. A multi-good equilibrium model along the lines of Barro and Hercowitz is used to derive a neutrality proposition for anticipated movements in the aggregate price level and to demonstrate its equivalence econometrically to the exogeneity of relative prices with respect to the aggregate price level. Multivariate causality tests provide a basis for testing these restrictions. The empirical results provide mixed evidence for the equilibrium models, while the variation in the findings across industries suggests a role for supply-side disturbances in explaining comovements in aggregate and relative prices.     

Competing bids, target management resistance, and the structure of takeover bids

We examine the structure of initial takeover bids and the frequencyof observing competing bids and target management resistance.We find the use of cash is not consistently correlated withthe frequency of competition or resistance and that the costof acquiring information about a target is associated with thelikelihood of competition and resistance. A high bid premiumappears to deter competing offers and is also associated witha lower likelihood of resistance. Finally, target managementresistance is associated with an increased likelihood of a competingoffer arising and a larger increase in target shareholder wealthbetween the initial public announcement and outcome dates relativeto the not-resisted subsample for both successful and unsuccessfulacquisition proposals.     

Large shareholder diversification,corporate risk taking,and the benefits of changing to differential voting rights

We show how the change to differential voting rights allows dominant shareholders to retain control even after selling substantial economic ownership in the firm and diversifying their wealth. This unbundling of cash flow and control rights leads to more dispersed economic ownership and a closer alignment of dominant and dispersed shareholder interests. When insiders sell sizeable amounts of their economic interests, firms increase capital expenditures, strengthen corporate focus, divest non-core operations, and generate superior industry-adjusted performance. The change to differential voting rights both fosters corporate control activity and creates higher takeover premiums that are paid equally to all shareholders.     

Borrower mobility, self-selection, and the relative prices of fixed- and adjustable-rate mortgages

This paper analyzes the effect of borrower self-selection between fixed- and adjustable-rate mortgages (FRMs and ARMS) on the pricing of FRMs. Self-selection occurs according to borrower mobility, with the most mobile borrowers favoring ARMS and less mobile borrowers choosing FRMs. The FRM interest rate depends on the average mobility of the FRM borrower pool, which determines the average duration of FRM loans. Comparative-static analysis of the equilibrium shows that any exogenous change that increases the relative attractiveness of FRMs enlarges the FRM borrower pool, which lowers its average mobility, shortens the duration of FRM loans, and thus reduces their price. Thus, an increase in the demand for FRMs actually reduces the FRM interest rate.     

商业银行股票质押贷款风险防洪与管理

一、商业银行办理股票质押贷款的基本风险 <证券公司股票质押贷款管理办法>的出台,意味着原来只能使用一次的证券资金可能通过质押贷款多次重复使用,间接增加了券商的可用资金,将大大增强证券公司的活力,并促使券商注重规范经营.因此,它受到了券商的普遍欢迎.     

The Loser's Curse: Accounting for the Transaction Costs of Takeover and the Distortion of Takeover Motives

Studies for major stock markets of share price movements in the period around a takeover show that target company shareholders typically experience large gains in wealth but that acquiring company shareholders do not. The reasons for this asymmetry–and, in particular, for the absence of gains for the shareholders of the companies which initiate the deal–are imperfectly understood. This note suggests one factor contributing to those results. It argues that accounting practice prescribed by the main standard setters is non‐neutral towards ‘successful’ and ‘unsuccessful’ bidders with respect to reporting the transaction costs of bidding. It shows how the prescribed accounting treatment of these costs affects performance measures used in salary contracts as well as in the markets for executives and for corporate control. The result is that the managers of bidding companies will have an ‘arti ?cial’ incentive to in ?ate their bid price or to go ahead with a bid which offers no bene ?t to their shareholders. Ironically, the main standard setters seem minded soon to prohibit the only accounting technique which does not distort these incentives.     

Index arbitrage and the pricing relationship between Australian stock index futures and their underlying shares

This paper examines the mispricing of Australian stock index futures. Exogenous and endogenous price volatility is confirmed to have a positive impact on the mispricing spread, after filtering out predictable time series components. More accurate pricing associated with surprise trading volume in the underlying stocks is consistent with arbitrageurs acting to narrow price disparities relative to the futures market. Ex‐ante interest rate volatility is the primary source of risk faced by arbitrageurs and fluctuations in the transaction cost of opening index arbitrage positions influence the extent to which they drive prices towards theoretical fair values.     

Market segmentation and price differentials between A shares and H shares in the Chinese stock markets

We find that the risk premiums associated with the Hong Kong and mainland Chinese markets in a two-factor model successfully explain the cross section of returns on the A and H shares. Discounts of H-share prices relative to A-share prices are related to the contemporaneous movements of the H-share local market index relative to the A-share local market index, especially during the period of the Asian financial crisis, as well as the spread of savings rates between Hong Kong and mainland China. The evidence suggests that the risk premiums associated with the segmented A-share and H-share markets exert crucial impacts on the price differentials between the two classes of shares.     

Investigating nonlinearities in real exchange rate adjustment: Threshold cointegration and the dynamics of exchange rates and relative prices

Motivated by growing evidence of nonlinear mean-reverting behavior in real exchange rates, this paper investigates the underlying dynamics in the context of a threshold vector error correction model (TVECM) of nominal exchange rate and relative prices. Unlike univariate models, our nonlinear multivariate framework takes into explicit account the joint behavior and individual dynamics of the nominal exchange rate and relative prices when these two key variables are threshold cointegrated. Our empirical application unravels their relative contribution to mean reversion and underscores the importance of capturing their interactions in investigating the nonlinear adjustment toward purchasing power parity.     

Takeover Defences and IPO Firm Value in the Netherlands

The central question of this study involves the relation between the use of takeover defences and IPO firm value. We report that management frequently uses takeover defences before taking the firm public. The use of takeover defences is primarily motivated by managerial entrenchment. IPO investors anticipate potential conflict of interests with management and reduce the price they pay for the IPO shares if takeover defences are adopted. Although managers internalise this cost of takeover defences to the degree they own pre‐IPO stock, they are likely to gain through private control benefits. Non‐management pre‐IPO owners lose. Their shares are worth less, but different from managers, they do not get offsetting private control benefits. We infer that managers use takeover defences to protect private control benefits at non‐management pre‐IPO owners’ expense.     

New empirical evidence on the investment success of momentum strategies based on relative stock prices

This paper provides significant extensions and tests of momentum trading strategies based on relative prices that were first explored by George and Hwang (2004). We develop new momentum strategies based on the ratio of the current stock price to each of five different reference points in past prices: 52-week high, 52-week median, 52-week low, half-year high, and 2-year high. We measure their investment performance on the basis of the Fama and French 3-Factor and Momentum Model (Carhart four-factor model), and further employ the technique of nested trading strategies to measure incremental performance. The strategy based on the ratio of current stock price to its 52-week high price is the most profitable, and its performance is robust when tested over a wide range of financial and economic factors. Our results provide strong new evidence of the investment merits of a momentum trading strategy based on the 52-week high price ratio, and add new weight to challenges to the hypothesis that the stock market is efficient in the semi-strong sense.