The effect of ownership structure on firm performance: Additional evidence

This article examines the effect of ownership structure on corporate performance, using stock returns as a measure of performance. Based on the 1988–1992 sample period, we find that the level of insider ownership is positively related to stock returns. This result suggests that as managers' equity ownership increases, their interests coincide more with those of outside shareholders. But we also find that the square of the level of insider ownership is inversely related to stock returns, indicating that excessive insider ownership rather hurts corporate performance probably due to the problem associated with managers' entrenchment. Finally, we find that stock returns are positively related to institutional ownership, indicating that institutional owners are active in monitoring management.     

INSIDER TRADING EFFECTS ON STOCK RETURNS AROUND OPEN-MARKET STOCK REPURCHASE ANNOUNCEMENTS: AN EMPIRICAL STUDY

In this paper we empirically examine the effects of insider trading activities, the percentage of common shares outstanding authorized for repurchase, and management ownership on stock returns around open-market stock repurchase announcements. The study is conducted on a sample of 204 firms that announced open-market stock repurchases between 1982 and 1990. Results show that insider trading activities during the month that immediately precedes the announcement have a significant effect. While stockholders of firms with insider net selling activities earn positive excess returns, those of firms with insider net buying activities earn larger and more significant excess returns. Insider trading activities during more distant periods do not show any effects on stock returns. Results also indicate that management ownership has a significant positive effect on stock returns, and this effect is more positive when the percentage of common shares outstanding authorized for repurchase is large.     

The Effect of Managerial Ownership on the Short- and Long-run Response to Cash Distributions

We examine both the short‐run and long‐run responses to the following corporate cash flow transactions: dividend increases and decreases, dividend initiations, and tender offer repurchases. Our focus is the short‐run and long‐run effects of managerial ownership. We hypothesize that ownership plays an important role in explaining the announcement effects for these events, owing to signaling effects and the reduction of agency problems. Our short‐run results accord well with the earlier work on announcement effects for these events and show that firms with high insider ownership exhibit higher excess returns. Our long‐term results indicate a drift over a three‐year period following the announcement, with the excess returns for the high insider‐ownership group becoming more pronounced.     

Insider Trading, News Releases, and Ownership Concentration

This paper investigates the market's reaction to U.K. insider transactions and analyzes whether the reaction depends on the firm's ownership. We present three major findings. First, differences in regulation between the U.K. and United States, in particular the speedier reporting of trades in the U.K., may explain the observed larger abnormal returns in the U.K. Second, ownership by directors and outside shareholders has an impact on the abnormal returns. Third, it is important to adjust for news released before directors' trades. In particular, trades preceded by news on mergers and acquisitions and CEO replacements contain significantly less information.     

Why Some Firms Use Collar Offers in Mergers

Collar offers are merger offers using all stock as the method–of–payment that specify a range within which the bidder's price can fluctuate. In this paper the wealth effects associated with collar offers are determined, and cross–sectional regressions are employed to determine if this offer type is a significant determinant of abnormal returns. Results indicate that collar offers are associated with significantly positive abnormal returns for the target firm, even greater than those of firms receiving cash offers, but significantly negative returns for the bidder. These results raise an interesting question: why do some bidders make collar offers? Since the immediate wealth gains are strictly for the target and bidders making collar offers have returns insignificantly different than those making fixed stock offers, bidders must be utilizing collar offers for non–wealth related reasons. Using existing theories regarding the method–of–payment choice, various hypotheses for why firms may make collar offers are presented and tested using a multinomial logit analysis. The choice of collar offers seems to be significantly tied to the relative size of the merger, uncertainty regarding the bidder's value, and the target's and bidder's pre–merger insider ownership percentages.     

Insider Ownership,Risk, and Leverage in REITs

We investigate the relative importance of managerial entrenchment and incentive alignment as indicated by REIT risk-taking. The two theories make contradictory predictions about the sign of the relation between insider ownership and risk. We test for the possibility of diminishing entrenchment returns to insider ownership. Empirical results for equity and asset betas soundly reject linear models in favor of nonmonotonic relations with reversals at insider ownership of 36%. Up to that point, increasingly entrenched insiders mitigate their own risk aversion. Above 36%, incentive alignment emerges as managers become more substantial owners. Leverage declines at an accelerating rate above 20% insider ownership. Together these results suggest a shift in the composition of risk, from leverage risk to asset risk, reflecting comparative advantage and a crossover in the relative monitoring costs of debt and equity. Problematically for linear models, the coefficient of insider ownership is not significant for most risk measures, producing the misleading appearance of no relation between insider ownership and risk. Institutional ownership is significantly negatively related to leverage. Thus incentives are aligned between insiders and institutional owners at insider ownership above 20%.     

The diligent effect of investor relation officers in conference calls: Evidence from China

This study explores the determinants of investor relations (IR) officers’ diligence in conference calls and the impact of their diligence on capital markets. We apply IR officers' attendance in conference calls as a proxy variable for their diligence. We find that the age, gender, salary, and tenure of IR officers and the start time of conference calls are determinants of IR officers' diligence in conference calls. Their diligence significantly increases institutional ownership and reduces returns volatility. Further analysis shows that IR officers' diligence facilitates the growth of domestic institutional investors' ownership significantly more than that of foreign institutional investors. In addition, information transparency significantly facilitates the relationship between IR officers' diligence and return volatility. Finally, the change in institutional ownership and return volatility also varies with firm size and state ownership. In conclusion, we find that IR officers' diligence plays a positive role in IR management, as it significantly improves firms' institutional ownership and lowers return volatility.     

Insider ownership and signals: evidence from stock split announcement effects

This study examines whether investors regard the level of insider ownership of a firm as useful for evaluating stock split decisions. Results show that the abnormal returns at the announcement of stock splits are positively related to the level of insider ownership. The results prevail even after controlling for other relevant factors. Further analysis indicates the positive relation exists for small firms, but not for large firms. This indicates the market evaluates stock split decisions within the context of both insider ownership and information asymmetry.     

Culture and the regulation of insider trading across countries

We find that individualistic countries regulate insider trading activities more intensely. The result is robust to controlling for alternative culture variables, additional controls, and instrumental variable analysis. We also document that individualism's effect is magnified in democratic countries. In addition, we study the economic and financial consequences of individualism, insider trading regulation, and its enforcement. The analysis suggests that individualism and the enforcement of insider trading regulation promote financial development. Interaction effects reveal that individualism and insider trading regulation serve as complements to promote financial development. These findings contribute to the insider trading debate since regulation alone may not be the primary determinant of market efficiency. Combined, our results challenge prior works concluding that individualism is anti-regulation.     

Insider ownership and corporate performance: Evidence from the adjustment cost approach

This paper examines the relation between insider ownership and corporate performance in the presence of adjustment costs and investigates how the adjustment costs are determined. In a model specification without adjustment costs, we find that insider ownership is significantly positively associated with corporate performance. But once we allow for adjustment costs, the relationship no longer exists. We find that insider ownership and corporate performance can be explained by their respective lagged values and that many firm characteristics that were previously useful in explaining these two variables turn out to be statistically insignificant. In addition, there is no evidence that insider ownership and corporate performance affect each other. This is consistent with the adjustment cost argument. It is also consistent with the “endogeneity” argument suggested by Demsetz [Demsetz, H. 1983. The structure of ownership and the theory of the firm. Journal of Law and Economics 26, 375–390.], Demsetz and Lehn [Demsetz, H., Lehn, K., 1985. The structure of corporate ownership: causes and consequences. Journal of Political Economy 93, 1155–1177.], and Demsetz and Villalonga [Demsetz, H., Villalonga, B., 2001. The ownership structure and corporate performance. Journal of Corporate Finance 7, 209–233.]. Finally, we document that the speed of adjustment of insider ownership is positively related to insiders' market timing but negatively to the number of insiders and that the speed of adjustment of Tobin's Q is positively associated with financial leverage and stock price volatility.     

Insightful Insiders? Insider Trading and Stock Return around Debt Covenant Violation Disclosures

This study asks whether insider trading associates with an information advantage around first‐time debt covenant violation disclosures in SEC filings, which potentially results from early access to information about the debt covenant violation disclosure. We document two results. First, we find net insider selling up to 12 months before a debt covenant violation disclosure, which precedes investors' negative returns before disclosure; and net insider buying up to 12 months after disclosure, which precedes investors' positive returns after disclosure. Second, we show that net insider trading one to two months before and after the violation disclosure associates predictably with investors' short‐term reaction to the covenant violation announcement.     

Corporate Governance and the Cost of Capital: Evidence from Australian Companies

The authors examine a sample of large Australian companies over a 10‐year period with the aim of analyzing the role that firm‐level corporate governance mechanisms such as insider ownership and independent boards play in explaining a company's cost of capital. The Australian corporate system offers a unique environment for assessing the impact of corporate governance mechanisms. Australian companies have board structures and mechanisms that are similar in design to Anglo‐Saxon boards while offering a striking contrast to those of German and Japanese boards. At the same time, however, the Australian market for corporate control is much less active as a corrective mechanism against management entrenchment than its U.S. and U.K. counterparts, making the role of internal governance mechanisms potentially more important in Australia than elsewhere. The authors report that greater insider ownership, the presence of institutional blockholders, and independent boards are all associated with reductions in the perceived risk of a firm, thereby leading investors to demand lower rates of return on capital. In so doing, the study provides evidence of the important role of corporate governance in increasing corporate values.     

Insider trading and future stock returns in firms with concentrated ownership levels

We investigate the relationship between insider trading and stock returns in firms with concentrated ownership. To this end, we employ data from East Asian countries which span the period January 2003 to May 2012. Consistent with the previous literature, we find a significantly negative relation between the selling activity of insiders and stock returns. However, contrary to studies which focus on highly developed markets, we find that the buying activity of insiders is also inversely related to future stock returns. Our analysis shows that top directors with higher ownership levels drive this result, suggesting that the trading activity of insiders is not always associated with profit-making motives and can be explained by their level of ownership. Furthermore, we demonstrate that a trading strategy which focuses solely on purchases made by top directors with high ownership levels yields negative returns. The paper has important implications for outside investors who mimic the trading activity of insiders with the aim to realise profits.     

Insider ownership and firm value in New Zealand

The relationship between insider stock ownership and firm value is examined for a sample of publicly traded companies in New Zealand. Results in this study confirm earlier findings of a curvilinear relationship reported for larger markets. Insider ownership and firm value are positively related for ownership levels below 14% and above 40% and inversely related at intermediate levels of ownership. These results are fairly robust to different measures of firm performance (Tobin's q, market to book ratio and return on equity) and to several different estimation techniques such as ordinary least squares, two stage least squares, seemingly unrelated regressions and fixed effects regressions on panel data over 1994–1998. Findings in this study contribute to the growing body of international evidence that the non-linear cubic relationship between insider ownership and firm value is robust to differences in governance structures across markets.     

The ownership structure of UK firms and the informativeness of accounting earnings

This paper provides evidence that in the UK, a firm's ownership structure is related to the informativeness of its accounting earnings for price. Evidence is reported that concentrated outside ownership is negatively related to the contemporaneous price-earnings association. This is interpreted as indicative of more non-accounting information being collected and disseminated for firms whose ownership includes large outside (non-managerial) blocks and a consequential loss of informativeness of contemporaneous accounting earnings. Having controlled for the information environment, we provide evidence that the overall relation between return and earnings is attenuated for firms with diffuse outside ownership. This is interpreted as evidence of the market anticipating opportunistic managerial manipulation of earnings when outside ownership is diffuse.     

Insider ownership, ownership concentration and investment performance: An international comparison

This article makes two important contributions to the literature on the incentive effects of insider ownership. First, it presents a clean method for separating the positive wealth effect of insider ownership from the negative entrenchment effect, which can be applied to samples of companies from the US and any other country. Second, it measures the effects of insider ownership using a measure of firm performance, namely a marginal q, which ensures that the causal relationship estimated runs from ownership to performance. The article applies this method to a large sample of publicly listed firms from the Anglo-Saxon and Civil law traditions and confirms that managerial entrenchment has an unambiguous negative effect on firm performance as measured by both Tobin's (average) q and our marginal q, and that the wealth effect of insider ownership is unambiguously positive for both measures. We also test for the effects of ownership concentration for other categories of owners and find that while institutional ownership improves the performance in the USA, financial institutions have a negative impact in other Anglo-Saxon countries and in Europe.     

Insider Trading and Corporate Governance: The Case of Germany

We analyse transactions by corporate insiders in Germany. We find that insider trades are associated with significant abnormal returns. Insider trades that occur prior to an earnings announcement have a larger impact on prices. This result provides a rationale for the UK regulation that prohibits insiders from trading prior to earnings announcements. Both the ownership structure and the accounting standards used by the firm affect the magnitude of the price reaction. The position of the insider within the firm has no effect, which is inconsistent with the informational hierarchy hypothesis.     

Advertising investments,information asymmetry,and insider gains

Extant research has documented various sources of informational advantages enjoyed by company insiders including firm size, analyst following, dividend payout policy, book-to-market ratio, and the presence or absence of R&D investments. Surprisingly, despite this large body of work, virtually no research has investigated the contribution of advertising investments to information asymmetry. This omission is particularly glaring since: (a) advertising investments constitute a significant fraction of many firms' ongoing expenditures, and (b) the received literature provides strong theoretical arguments relating advertising investments and information asymmetry. Accordingly, the primary objective in this study is to empirically address this gap. Using advertising and insider transaction data at over 12,000 firms from 1986 to 2011, we find that insider gains are significantly greater at firms characterized by advertising investments. Specifically, a zero cost portfolio that is long on firms with net insider purchases and advertising investments, and short on firms with net insider purchases and devoid of advertising investments, garners annual abnormal returns of 5.5%. In addition, we find that investors' reaction to news of insider purchasing is significantly more pronounced at firms characterized by advertising investments — investors rationally recognize the greater information content associated with insider purchases at these firms.     

Asymmetric trading by insiders – comparing abnormal returns and earnings prediction in Spain and Australia

This paper examines whether the ‘external governance’ imposed by comparative financial accounting standards reduces the trading advantage of insiders. We do this by directly comparing insider trading returns and insider’s ability to predict future earnings from accruals in Spain and Australia. Results show higher excess returns and greater prediction of future earnings from conditioned insider trading in Australia that is then utilized by financial analysts to lower forecast errors – particularly in contrarian‐based accruals trading. Possible explanations include: (i) a high asymmetric quality for market‐based accruals, (ii) information transfer from informed insiders to uninformed insiders and financial analysts and (iii) a more timely dissemination of financial information in Spain through different ownership and governance structures.     

What do insiders know? Evidence from insider trading around share repurchases and SEOs

We examine the nature of information contained in insider trades prior to corporate events. Insiders' net buying increases before open market share repurchase announcements and decreases before seasoned equity offers. Higher insider net buying is associated with better post-event operating performance, a reduction in undervaluation, and, for repurchases, lower post-event cost of capital. Insider trading also predicts announcement returns and long-term abnormal returns following events. Overall, our results suggest that insider trades before corporate events contain information about changes both in fundamentals and in investor sentiment.