Tender Offers versus Block Trades: Empirical Evidence

In this paper, we test whether the determinants of block trade and non‐partial tender offer probabilities differ and whether the relative magnitude of security and private benefits can explain the choice of transfer mode. We investigate the Swedish market for corporate control. The results emphasize the importance of investigating block trades and tender offers as two competing events. The proxies for private benefits of control, small controlling voting blocks, and separation of voting rights from cash flow rights are positively related to the likelihood of a block trade but negatively related to the likelihood of a non‐partial tender offer. Our results suggest that separation of voting rights from cash flow rights might limit the efficiency of the market for corporate control. The prevalence of block trades in the presence of greater private benefits of control highlights the disadvantages of this control transfer mode in terms of incentive alignment between the buyer and the remaining dispersed shareholders. Copyright © 2012 John Wiley & Sons, Ltd.     

Taking Away the Voting Powers from Controlling Shareholders: Evidence from the Chinese Securities Market

The main agency problem in the Chinese economy comes from a conflict between strong controlling shareholders and weak minority shareholders. In such economy, seasonal equity offerings (SEOs) are used as a means to exploit minority shareholders. This paper examines the effects of a regulation (the classified voting system [CVS]) that attempts to protect the interests of minority shareholders by excluding controlling shareholders from the voting process of SEOs. This results show that the rejection rate significantly increases after the CVS comes into effect. SEOs proposals are more likely to be rejected when perceived private benefits are high and security benefits are low, and when minority shareholders have higher bargaining power. Further, investors receive significantly higher post‐SEO stock returns for SEOs approved under the CVS than for those approved before the CVS.     

Industry clustering of initial public offerings

Extant empirical evidence has documented both a temporal variation in the number of initial public offerings (IPOs) and an industry clustering effect in these offerings. This article attempts to provide insights into this phenomenon by: (i) identifying industry conditions that influence IPO clustering, (ii) analyzing differences in characteristics of clustered versus non‐clustered IPOs, and (iii) studying the impact of IPO clustering on long‐run operating performance. We find that IPO clustering is more likely to occur in high‐growth fragmented industries that are characterized by strong investment opportunities, favorable investor sentiment, and which require high levels of investments in R&D. Further, we document a negative relation between post‐IPO operating performance and whether the IPO firm goes public in its industry cluster period. We conclude that the relatively poor post‐IPO operating performance of firms that go public in industry cluster periods likely reflects industry overinvestment arising from too many firms within that industry chasing the same investment opportunities. Copyright © 2005 John Wiley & Sons, Ltd.     

How Controlling Shareholders Impact Debt Maturity Structure in Taiwan

Using data on listed companies in Taiwan from 1998 to 2009, our study investigates how controlling shareholder structure can affect debt maturity structure. The results indicate a significant negative relationship between ownership and debt maturity in the sample companies when control rights are lower than required control shareholdings. Conversely, the results also demonstrate that the separation of control from ownership displays a significant positive impact on debt maturity for controlling shareholder structure when control rights exceed cash‐flow rights. Overall, our results show that there is an inverted U‐shaped non‐linear relationship between control rights and the duration of liabilities in the control structure of ultimate controlling shareholders. Further, the consequence is that we find the required control shareholdings ratio serves as an important criterion in analyzing it, when dividing the control rights structure based on controlling shareholders into different combinations.     

控制权收益与公司融资方式的选择

本文通过构建理论模型研究了控制权收益对公司融资方式选择的影响。研究结论表明:在存在控制权收益的情况下,公司对不同的融资方式存在偏好,当控制权收益大干取得此收益的成本时,公司偏好外部融资,且在股东的监督弱于债权人的监督下,公司偏好于股权融资。     

Share repurchases,shareholder rights,and corporate governance provisions

Grounded in agency theory, this study seeks to explore how repurchase activity is influenced by the strength of shareholder rights. The empirical evidence shows that firms where shareholder rights are weaker tend to repurchase less stock. I argue that this is because managers of firms with weak shareholder rights are better able to exploit the weak shareholder rights and retain more cash within the firm, potentially to extract private benefits as alleged by the free cash flow hypothesis. Managers of firms with strong shareholder rights, on the contrary, are forced to disgorge cash to stockholders in the form of repurchases. In addition, I test the dividend-substitution hypothesis and find no evidence that repurchases substitute for dividends.     

Management entrenchment and the valuation discount of dual class firms

Prior studies provide empirical evidence that dual class firms are discounted compared to single class firms due to the extraction of private benefits. This study examines the link between managerial entrenchment and the dual class discount. Using propensity score matching and conditioning for past underperformance, the paper shows that investors apply a greater discount to the value of dual class firms as the degree of managerial entrenchment increases. The impact of entrenchment on dual class discount is more pronounced when the CEO is the controlling shareholder compared to when the controlling shareholder is a director or the chairman of the board.     

大股东治理与控制权私人收益研究

大股东治理是公司治理的重要方面,近年来众多学者对大股东治理进行了多方面的研究。本文以控制权私人收益为切入点,对大股东治理和控制权私人收益的影响因素进行了分析。研究发现:我国大股东获得的控制权私人收益在逐年减小。建议应完善大股东治理机制,降低控制权私人收益水平。     

Voting rights and shareholder wealth the issuance of limited voting common stock

This paper investigates the shareholder wealth consequences of the public announcements of the proposed issuance of multiple classes of common stock with disparate voting rights. The evidence suggests that, for our sample of 70 firms which proposed dual-class recapitalizations over the period 1962–86, the creafion of dual classes of common stock, on average, leads to abnormal stock price increases. The data do not lend support to the hypothesis that the concentration of voting power with incumbent management is detrimental to shareholder interests.     

Are All Private Benefits of Control Ineffective? Principal–Principal Benefits,External Governance Quality,and Firm Performance

Private benefits of control (PBC) are benefits that controlling shareholders consume, but that are not shared with minority shareholders. Research focusing on the value protection role of corporate governance typically frames PBC as principal–principal (PP) agency costs, and interprets them as a form of minority shareholder expropriation that decreases firm performance. Taking a value creation perspective of corporate governance, however, we propose a more nuanced role for PBC. Specifically, we see them also as PP agency benefits that compensate controlling shareholders for their monitoring and advisory services, which can increase firm performance. Since both PP costs and benefits affect firm performance, we theorize that PBC enhance firm performance at a diminishing rate. Furthermore, we show that the effect of PBC on firm performance is more positive when country‐level external governance mechanisms are strong.     

大股东资金占用、业绩困境与盈余管理

文章手工搜集了中国资本市场上市公司2002年-2006年大股东资金占用的财务数据,实证研究了上市公司"大股东资金占用(掏空)→业绩困境→利用财务报表的盈余管理加以掩饰"的行为模式。研究发现:对于陷入经营困境的亏损公司而言,大股东资金占用越严重,上市公司越可能向上盈余管理、美化业绩。大股东资金占用的上市公司为了避免投资者、监管部门等将公司业绩恶化归咎于其非法的"掏空"行为,从而竭力延迟坏消息、进行盈余管理、虚增收益。     

How do the ownership structure and board of directors' features impact earnings management? The Spanish case

This paper examines how the ownership structure and board of directors' features determine the managerial opportunistic behavior exemplified in the management of accounting earnings. This study contributes to the literature by investigating the relationship of firm‐level and country‐level corporate governance systems on the earnings management in the Spanish corporate sector. Results reveal that the varying efficiency of the corporate governance systems is reflected in the way in which accounting discretion is performed. We found evidence that earnings management is reduced as the voting rights of the controlling shareholder increased and that there is an inverse U‐shaped relationship between insiders' ownership and the earnings manipulation. Regarding the board characteristics, we observe that larger, independent boards, those with a larger proportion of female members, and those with an audit committee compounded by a greater proportion of outside independent directors oversee managers more efficiently, constraining their capacity to manage earnings. To the contrary, board duality increases the likelihood of opportunistic manipulation of financial reporting. We found that when the institutional environment improves in the Spanish context, the discretionary power of the corporate sector to overstate the financial statements is reduced. The findings prove the necessity of reinforcing the rules and regulations toward a more transparent disclosure of the financial statements.     

CEO compensation, shareholder rights, and corporate governance: An empirical investigation

We investigate whether CEO compensation is influenced by the strength of shareholder rights. Our evidence reveals that CEOs of firms where shareholder rights are weak obtain more favorable compensation. It is also found that higher CEO pay is associated with a higher degree of potential managerial entrenchment. Additionally, CEOs of firms with governance provisions that offer them protection from takeovers enjoy more generous pay. We also examine the change in CEO compensation relative to the change in shareholders' wealth. The evidence shows that when there is an increase in shareholders' wealth, the CEO is able to obtain higher incremental compensation when shareholder rights are weak. On the contrary, when shareholders' wealth falls, there is no corresponding decline in CEO compensation when shareholder rights are weak. Given the empirical evidence, we argue that CEO compensation practices reflect rent expropriation rather than optimal contracting.     

Motives and consequences of IPOs in cold periods

We analyze the motives and long-term stock price performance of firms that pursue IPOs in cold IPO periods. We find that firms are more likely to engage in an IPO during a cold period when their earnings are relatively high and are expected to decline in the future. We also find that IPO firms during a cold period are more likely to have managed their earnings prior to the IPO. Furthermore, we find that cold IPO firms experience significantly weaker stock price performance than hot IPO firms, and results are robust to different criteria for defining hot and cold IPO periods, different measures of stock price performance, and different investment holding periods. We find that investment opportunities, the backing of a venture capitalist, and an increase in earnings in the year of the IPO lead to significantly higher long term stock price performance of IPO firms. Our multivariate models confirm the adverse cold IPO period effect on stock price performance even after controlling for the IPO motives and the firm's earnings performance. Our results also hold within the post-Sarbanes-Oxley (SOX) era.     

民营化对上市公司业绩与会计师\n事务所选择影响的研究

采用1996年-2007年在沪深两地上市的178个民营化企业为样本,研究分析民营化对上市公司绩效和会计师事务所选择的影响后,发现民营化带来企业业绩的提高.企业最终控制人的特征影响民营化效应:当收购者具有专业背景时,民营化带来业绩的提高;而收购者具有政府背景或为本公司管理层时,民营化前后企业业绩没有显著差异.当收购者具有专业背景或管理层收购时,民营化上市公司更可能新聘请高质量的会计师事务所;而收购者是有政府背景的个人时,民营化不会带来会计师事务所的更换.聘请新的高质量会计师事务所,民营化之后上市公司业绩显著提高.     

Looking Attractive until You Sell: Earnings Management,Lockup Expiration,and Venture Capitalists

Earnings management occurs when managerial discretion allows managers to influence reported earnings and thus mislead some investors about the underlying economic performance and quality of the firm. This study considers how potential investors may guard against earnings management by observing negative stock price reaction at the lockup expiration period of initial public offering (IPO) firms as a negative signal. Findings from a sample of 160 newly public firms show that earnings management behaviour is stronger in IPO firms backed by venture capitalists (VCs). Moreover, VC reputation negatively moderates this relationship such that IPO firms backed by reputable VCs are less likely to manage earnings, suggesting that reputable VCs serve an auditing function following an IPO. Overall, we provide insights into signalling theory by examining negative signals arising from the behaviour of multiple agents in an IPO firm.     

Creditor protection,shareholder protection and investment efficiency: New evidence

Prior studies show significant effects of creditor rights and shareholder rights on corporate investment efficiency; however, they have not addressed how shareholder (creditor) rights influence the relationship between creditor (shareholder) rights and firm investment efficiency. With a research sample of 235,969 firm-years from 31,152 firms across 42 countries during the period 2002–2016, we find that the negative (positive) effect of creditor (shareholder) rights on corporate investment efficiency is stronger (weaker) in countries of strong shareholder (creditor) protection. In addition, our research findings show that both creditor rights and shareholder rights are less effective in investment efficiency during the global financial crisis. Firms in countries of strong shareholder (creditor) protection experience smaller (larger) decreases in the effectiveness of creditor (shareholder) rights.     

终极控股股东与会计稳健性——基于金字塔股权结构视角

运用Basu模型,采用我国上市公司2010—2012年数据,就在金字塔股权结构条件下终极控股股东特征以及金字塔股权结构特征对上市公司会计稳健性的影响进行研究,得出以下结论：终极控股股东的两权分离度与会计稳健性呈现显著的负相关关系;终极控股股东的现金流权与会计稳健性呈现显著的正相关关系;终极控股股东对上市公司的控制权与会计稳健性呈现显著的负相关关系;当终极控股股东为政府类型时,公司的会计稳健性要大于非政府类型的公司;金字塔股权结构的层级与会计稳健性呈现负相关关系。     

The day of the week effect in IPO initial returns

Monday IPOs occur infrequently and have higher mean initial returns than those issued on other days. The latter result is not a product of outliers or penny stocks and remains after controlling for factors related to IPO underpricing. The Monday effect is generally robust across time, but during 1995–2003 is present only in IPOs with their first reported trade on their offer date. Volume patterns suggest Monday IPOs come to market later in the day, which has been linked to higher initial returns. We argue that the observed patterns are consistent with the incentives of underwriters and investors.     

Private Benefits of Control and Dual‐Class Share Unifications

This paper examines the decision to unify dual‐class shares into a single class. Using a sample of firms from seven European countries, we find that measures of lower private benefits of control available to the controlling shareholders, such as low separation between control and cash flow centers, the presence of financial investors, and cross‐listings, increase the likelihood of a unification of share classes. Unifications are also more likely in firms with higher growth opportunities that need external financing. Changes in the institutional environment aimed at limiting the powers of controlling shareholders are positively related to unifications. Increases in firm valuation are found for the year following unifications. Copyright © 2011 John Wiley & Sons, Ltd.