Substitutes for legal protection: corporate governance and dividends in Victorian Britain1

Companies in Victorian Britain operated in a laissez‐faire legal environment from the perspective of outside investors, implying that such investors were not protected by the legal system. This article seeks to identify the alternative mechanisms that outside shareholders used to protect themselves by examining the dividend policy and governance of over 800 publicly traded companies at the beginning of the 1880s. We assess the importance of these mechanisms by estimating their impact on Tobin's Q. Our evidence suggests that dividends and well‐structured and incentivized boards of directors may have played a role in protecting the interests of outside investors.     

Do Shareholders Fight for Firm Value or Market Value in Emerging Markets? The Mediating Effect of Board Structure Dynamics on Dividend Policy Decision

The paper examines the mediating effect of board structure dynamics on the relationship between dividend payout and shareholders’ wealth at the firm level and market level. Panel regression models are used by applying data from 27 listed firms in Ghana between 2010 and 2017. We find that board structure dynamics have a direct effect on shareholders’ wealth at both levels. However, the results reveal new evidence that board structure dynamics play a mediating role on the relationship between dividend policy decision and shareholders’ wealth only at the market level. We find that independent directors and CEO duality significantly reduce market value of shareholders through dividend payout decision. However, independent directors and longer CEO tenure in office mediate a positive effect on the relationship between dividend policy and shareholders’ wealth at the market level. Thus, the mediating effect of board structure dynamics, particularly independent directors and CEO tenure, are important in predicting a positive relationship between dividend policy and shareholders’ wealth at the market level than at the firm level. Therefore, regulatory bodies and investors should provide strong board structure dynamics that serve as a mediating mechanism for prudent dividend policy decisions that add value to shareholders’ wealth.     

关于股改前后日常关联交易影响因素的实证研究

本文对股改前后日常关联交易影响因素的实证研究发现，股权分置改革虽然引起股权集中度和第一大股东持股比例下降等变化，但并未改变控股股东在关联交易方面的影响力，就关联交易而言，股改后其他人股东对第一大股东的制衡作用有所增强。机构投资者在控制关联交易方面的影响力尚未发挥。股改前后独立董事比例与日常关联交易水平都不具有显着性，但在2006年二者之间开始呈负向关系，且t检验值明显增大．接近满足统计显着性的水平，这在某种程度上意味着独立董事的规定，由原证监会规则层次上升至《公司法》层次后，有助于独立董事监督作用的发挥。     

大股东治理机制背景的独立董事功用

独立化后的独立董事会削弱大股东治理机制的有效性,其本身也难以发挥监督经理层、保护股东利益的作用,从而可能诱发股东与经理层之间的利益冲突,损害股东整体利益。基于我国上市公司存在双重委托代理问题及投资者法律保护较弱的现实情况,构建具有中国特色的公司治理结构应从两方面着手:政府选择合适的国家终极产权控制方式和合理的代理人行使国有股股权优化大股东治理;制定和切实实行保护小股东的外部强制规则。     

股权结构与独立董事对大股东侵占的治理效果

本文以2004年在沪深股市交易的1172个A股非金融上市公司为样本,将样本分别按第一大股东持股比例、所有权性质和独立董事占董事会成员比例分咸3组、2组和3组,共组成18个组合,先後考察了股权集中和私有制封大股东侵占的治理效果,在第一大股东持股比例与股权性质没有差异的情况下独立董事的治理效果。研究发现私有制并没有提高、也没有降低大股东侵占的概率;股权集中则在一定程度上降低了大股东侵占的概率;国有企业的独立董事比例与大股东侵占概率负相关;当私有产权控股股东持股比例较低时,独立董事比例的提高有利于降低大股东侵占的概率。     

独立董事制度实施效果分析——基于上市公司关联交易的证据

本文借助独立董事在监管大股东与上市公司之间的关联交易来研究独立董事制度实施的效果。我们的实证结果表明,我国独立董事在关联交易方面是起到了积极的作用。也就是说独立董事的实施起到了应有的效果。     

Foreign Investment in Southeast Asia in Historical Perspective

This paper places today's spectacular boom in foreign investment throughout Southeast Asia in its appropriate historical perspective. It contrasts the most authoritative statistical evidence pertaining to the late 1930s and the late 1980s and identifies features of change and continuity between the late-colonial period and today. It is observed that nationalities of investors and targets of foreign investment have changed dramatically whereas the hierarchy of recipients, the investment climate and the function of foreign investment in the host country economy all display a certain continuity. The salient question is whether the impact of contemporary foreign investment on economic growth in the host country will be more lasting than was the case in colonial days.     

Auditor Choice and Its Implications for Group‐Affiliated Firms

We examine which of two opposing financial reporting incentives that group‐affiliated firms experience shapes their accounting transparency evident in auditor choice. In one direction, complex group structure and intragroup transactions enable controlling shareholders to pursue diversionary activities that they later hide by distorting reported earnings. In the other direction, as outside investors price‐protect against potential expropriation, controlling shareholders may be eager to improve financial reporting quality in order to alleviate agency costs. To empirically clarify whether group affiliation affects company insiders' incentives to address minority shareholders' concerns over agency costs, we examine auditor selection of group firms relative to stand‐alone firms. In comparison to nongroup firms, our evidence implies that group firms are more likely to appoint Top 10 audit firms in China, especially when their controlling shareholders have stronger incentives to improve external monitoring of the financial reporting process. After isolating group firms, we find that the presence of a Top 10 auditor translates into higher earnings and disclosure quality, higher valuation implications for related‐party transactions, and cheaper equity financing, implying that these firms benefit from engaging a high‐quality auditor. In additional analysis consistent with our predictions, we find that group firms that are Top 10 clients pay higher audit fees and their controlling shareholders are more constrained against meeting earnings benchmarks through intragroup transactions and siphoning corporate resources at the expense of minority investors. Collectively, our evidence supports the narrative that insiders in firms belonging to business groups weigh the costs and benefits stemming from auditor choice.     

Information‐Processing Costs and Breadth of Ownership

Using the U.S. Securities and Exchange Commission's mandate of eXtensible Business Reporting Language (XBRL) as a natural experiment, this study investigates whether and how the decreased information‐processing costs brought about by XBRL influence firms’ breadth of share ownership. We find that the XBRL mandate is associated with an increase in the total number of a firm's shareholders. This finding is consistent with the notion that XBRL facilitates a more transparent environment and decreases information‐processing costs, thereby attracting more shareholders in general. More interestingly, we find that while XBRL adoption is associated with an increase in share ownership of individual and non‐U.S. foreign institutional investors, it is associated with a decrease in share ownership of U.S. domestic institutional investors. Further evidence shows that this asymmetric shift in share ownership is more pronounced for more complex firms. Our findings, taken together, suggest that the decreased information‐processing costs brought about by XBRL help firms establish a level playing field by reducing the information disadvantages of individual and foreign institutional investors over domestic institutional investors. Our results are robust to potential endogeneity concerns and alternative research designs.     

The ASEAN investment area,other FDI initiatives,and intra‐ASEAN foreign direct investment

The idea of establishing ASEAN as a single market and production base that will make ASEAN a dynamic and competitive location requires, among others, the free flow of investment. As part of the effort to promote regional investment, particularly intra‐ASEAN investment, several schemes have been implemented such as the 1998 Framework Agreement on the ASEAN Investment Area (AIA). This study investigated the impact of the AIA and other foreign direct investment (FDI) initiatives on intra‐ASEAN FDI. The findings on the impact of the AIA, measured via several proxies, do not provide strong evidence of benefits from the AIA, or from other investment‐promoting initiatives. With equal treatment given to non‐ASEAN investors, ASEAN members may have to provide separate incentives to enhance local entrepreneurs' competitiveness, which should in the long run be translated into higher FDI from ASEAN—either to other ASEAN members or to non‐ASEAN countries. Overall, the results do not argue wholly against the idea of the AIA, given that some of the AIA proxies have a significant impact. Moreover, it is early days yet, and a larger impact may come with time.     

London creditors and the fifteenth‐century depression

Evidence of debts owed to Londoners, and contested before the royal Court of Common Pleas, allows an examination of the role of London creditors in the English depression of the fifteenth century and a reassessment of its causes. In this article, four main issues are examined. What is the nature of the Court of Common Pleas evidence (section I)? What were the three main forms of credit offered by Londoners—unsecured cash loans, sales of goods on credit, and written instruments called bonds (section II)? What is yielded by decadal analysis of Londoners’ extension of credit in the fifteenth century—making direct comparisons with Nightingale's published Statute Merchant and Staple data (section III)? What defines, in modern economic terms, the claim of so‐called ‘monetarist’ historians that credit was actively withdrawn during the depression, and how is this verified by the actions of London creditors (section IV)? It is concluded that the records of the Court of Common Pleas provide the detailed evidence monetarist historians have previously lacked both to prove that Londoners actively withdrew credit during the fifteenth century and to demonstrate that they employed pure equilibrium credit rationing in order to do so.     

The death blow to unlimited liability in Victorian Britain: The City of Glasgow failure

In 1878, one of Britain’s largest banks, the City of Glasgow Bank, collapsed, leaving a huge deficit between its assets and liabilities. As this bank, similar to many other contemporary British banks, had unlimited liability, its failure was accompanied by the bankruptcy of the vast majority of its stockholders. It is generally believed that the collapse of this depository institution revealed the extent to which ownership in large joint-stock banks had been diffused to investors of very modest means. It is also believed that the failure resulted in bank shareholders dumping their shares unto the market. Our evidence, garnered from ownership records, trading data, and stock prices, offers no support for these widely held beliefs.     

Making sense of immigration policy: Argentina, 1870–1930

The aim of this article is to disentangle the different forces that shaped Argentinian immigration policy from 1870 to 1930. A new index of immigration policy is presented, showing how immigration restrictions increased over time but, in contrast with the US, Argentina remained open to mass migration until the 1930s. The quantitative evidence presented here suggests that there were economic reasons to restrict immigration prior to the 1930s, namely rising inequality, the closing of the frontier, and the declining relative quality of immigrants. A political economy interpretation helps to understand the long‐run evolution of immigration policy. Labour interests could not be translated into Parliament in a direct way. A large share of workers did not have the right to vote simply because they were foreigners. Inequality influenced immigration policy through social unrest since those negatively affected by massive immigration developed alternative actions: general strikes, labour unrest, and violence. Contrary to what economic theory would have predicted, anti‐immigration legislation came from Argentinian capital and landowners who feared political and social unrest.     

When Is the Client King? Evidence from Affiliated-Analyst Recommendations in China's Split-Share Reform

China's split-share reform of 2005 (the Reform) converts the previously restricted shares held by founding shareholders to shares tradable on the open market. Against this backdrop, we study how underwriter-affiliated analysts and firms' large shareholders interact in the event of the latter's sales of restricted shares. We document that recommendations made by affiliated analysts are significantly more optimistic when firms' large shareholders plan to sell their restricted shares. This optimism, however, is associated with negative post-sale stock returns, suggesting large shareholders profit from share sales. Furthermore, large shareholders sell more restricted shares through the affiliated brokerages for which analysts have issued more optimistic recommendations and firms under their control are more likely to appoint such brokerages as lead underwriters when they refinance in the future. The affiliated analysts also conduct more site visits to the firms after the share sales, thereby improving their earnings-forecast accuracy. Our analysis shows how conflicts of interest by financial intermediaries arise following the Reform and lead to large shareholders' extraction of rents from public investors.     

Blockholder Exit Threats and Financial Reporting Quality

Recent theoretical and empirical studies suggest that blockholders (shareholders with ownership ≥ 5 percent) exert governance through the threat of exit. Blockholders have strong incentives to gather private information and sell their shares when managers are perceived to underperform. To prevent blockholders from selling their shares and the firm from suffering a stock price decline, managers align their actions with the interests of shareholders. As a result of the greater manager‐shareholder alignment, managers' actions are more likely to be in shareholders' best interest, and consequently there is less need for managers to manipulate earnings. Consistent with these predictions from economic theory, we find evidence that as exit threat increases, firms have higher financial reporting quality. Theory also predicts that the impact of blockholders' exit threat on financial reporting quality (FRQ) should increase as the manager's wealth is tied more closely to the stock price, and this is what we find. Our study contributes to the research on the impact of shareholders on FRQ and to an emerging literature on the impact of blockholders in financial markets. Blockholders play an important role in managers' reporting outcomes through their actions as informed investors.     

Foreign Multinationals and Local Firms in Vietnam's Economic Transition*

This paper compares the economic performance of foreign multinational corporations (MNC) and local firms in Vietnam, distinguishing between two distinct types of local firms: state‐owned enterprises (SOE) and non‐SOE. Between the mid‐1990s and 2000, foreign MNC in Vietnam's economy grew very rapidly, but their growth has been much slower thereafter. Consistent with the theoretical suggestion that MNC possess relatively large amounts of firm‐specific assets related to production technology, marketing networks and management know‐how, these comparisons suggest that foreign MNC were generally larger and had higher labor productivity, capital intensity, wage levels, investment propensities and trade propensities than non‐MNC. On the other hand, foreign MNC tended to have relatively low capital productivity and wage shares of value added, while results regarding profitability were mixed. In general, these differentials tended to be relatively small between foreign MNC and SOE, and SOE tended to be larger than foreign MNC in terms of employment. Correspondingly, comparisons of foreign MNC with non‐MNC generally revealed more consistent differences, largely because the local private sector is still very underdeveloped in Vietnam.     

Share portfolios in the early years of financial capitalism: London, 1690–1730

The dramatic expansion of public and private financial markets in the aftermath of the Glorious Revolution has received extensive attention. Despite this, little is known about how ordinary individual investors managed risk within this framework. Using a newly constructed dataset of share ownership for those joint‐stock companies listed in the financial press of the day, we reconstruct individual portfolio holdings for investors in these companies. We examine individual portfolio holdings first for the decade after the Glorious Revolution and then for the years around the South Sea Bubble. Despite a fivefold increase in the number of unique individuals in the market between the 1690s and the 1720s, we find that in each period roughly 80 per cent of those active in the equity market held shares in only one company, even though many shareholders had the capacity or wealth to diversify share portfolios. These outcomes suggest diversification against idiosyncratic liquidity risk. Overall, however, there is limited evidence that individuals were using their financial portfolios to protect against diversifiable shocks. For many, we argue, company‐specific voting and firm governance rules drove market activity.     

上市公司ESG责任表现与机构投资者持股偏好 ——来自中国A股上市公司的经验证据

随着社会责任投资理念的广泛认同,中国证券市场中的机构投资者也更加关注企业的ESG 责任表现,但异质性机构投资者的ESG 责任持股偏好可能是有差异的。基于2010-2018 年A 股上市公司数据,实证研究结果发现：整体来看,机构投资者能够关注到公司ESG 责任表现,在中国A 股市场具有明显的ESG 责任偏好,特别是对国有企业ESG 责任表现的持股偏好更加明显。通过对异质性机构投资者的研究表明,相较于非独立型与短期交易型机构投资者来说,独立型机构投资者与长期稳定型机构投资者持股具有更加显著的ESG 责任偏好。进一步研究还发现,ESG责任表现更好的公司,具有更高的超额回报;利用本次新冠疫情外生风险事件冲击的分析也表明,ESG 责任表现较好的公司抗风险能力更强,累积超额收益远高于ESG 责任表现差的公司。     

A case study of the industrial organization theory of direct foreign investment

Conclusion This paper examines the industrial organization theory of DFI by means of a case study of the electronic calculator industry. The investigation is done by examining the relevant product, firm and industry characteristics. We began by focusing on and identifying the technological advances in electronic calculators and the firms responsible for those advances, to determine whether DFI coincided with technological superiority. The evidence presented shows that U.S. foreign investment in electronic calculators became significant during the third phase, when the U.S. firms gained technological leadership in electronic calculator production. The firms which enjoyed this technological leadership are the ones that initiated DFI. Foreign investment activities in electronic calculators were facilitated by a gradual trend toward a concentration of the industry structure in favor of the investors. In some cases, investors were large international firms to begin with. Thus, we can conclude that the industrial organization theory of DFI is supported by the experience of the electronic calculator industry. The fact that the investors themselves generally de-emphasized the cost consideration and emphasized the market potential as motivating factors in initiating DFI ventures provides further credence to this finding. Since the investors had something unique to offer and enjoyed sufficient market power to assume the risk of initiating foreign production to exploit this unique advantage in a potentially large market, they were least concerned about the cost of production. However, the cost factor played an important role behind the DFI in developing countries.     

Foreign direct investment in China: Policy,recent trend and impact 1

One of the most important elements of China's economic reform has been the promotion of foreign direct investment (FDI) inflow. Government polices on FDI have gone through different stages in their main objectives since the late‐1970s, from gradually opening to foreign investors, to actively encouraging inward investment, directing FDI in accordance with domestic industrial restructuring, and complying with China's World Trade Organization (WTO) obligations. FDI in China has experienced rapid growth especially since the mid‐1990s, as well as structural change. Most of the earlier investments were small scale, labor‐intensive and export‐oriented. In recent years, more investment has been large scale and more capital and technology intensive, aiming at both domestic and export markets. Moreover, increasingly more investment has come from the industrial world, and has located along the eastern coastal regions, in additional to the two southeastern provinces. FDI has played a crucial role in China's rapid growth, economic transition, and, mostly importantly, integration with the world. China's recent accession to the WTO provides more incentives to foreign investors. At the same time, it will also result in more intense competition for domestic firms.