Takeover threats,antitakeover amendments and stock price reaction

We examine the influence of takeover threats on the stock price of firms proposing antitakeover amendments. Stock prices of the majority of firms, which are not takeover targets during the four years surrounding the amendments, are unaffected, while prices of firms that become takeover targets within two years increase significantly. We document weak evidence of wealth losses only for a sample of prior targets. Our findings suggest that shareholders of the average firm are not harmed by antitakeover amendments because they provide either a better bargaining position or an information signal to the market.     

The effects of corporate antitakeover provisions on long-term investment: empirical evidence

This paper's empirical results indicate that the average effect of antitakeover provisions on subsequent long‒term investment is negative. The interpretation of these results depends on whether one thinks that there was too much, too little, or just the right amount of long‒term investment prior to the antitakeover provision adoption. We use agency theory to devise more refined empirical tests of the effects of antitakeover provision adoption by managers in firms with different incentive and monitoring structures. Governance variables (e.g. percentage of outsiders on corporate boards, and separate CEO/chairperson positions) have an insignificant impact on subsequent long‒term investment behavior. However, consistent with agency theory predictions, managers in firms with better economic incentives (higher insider ownership) tend to cut subsequent long‒term investment less than managers in firms with less incentive alignment. Furthermore, managers in firms with greater external monitoring (due to higher institutional ownership) also tend to cut subsequent long‒term investment less than managers in firms with less external monitoring. Thus, the decrease in subsequent long‒term investment is significantly less for firms where the managers have greater incentives to act in shareholders' interests. Finally, there are interesting effects of the control variables. First, high book equity/market equity firms cut total long‒term investment more. Second, firms that were takeover targets or rumored to be takeover targets cut long‒term investment more. These results suggest that inefficient firms cut long‒term investment more when an antitakeover provision is adopted. © 1997 John Wiley & Sons, Ltd.     

Do firm and state antitakeover provisions affect how well CEOs earn their pay?

The relationship between CEO pay‐adjusted firm performance and firm‐specific antitakeover amendments and state antitakeover laws is examined. The findings suggest that the potential entrenchment resulting from the reduced threat of external control provided by antitakeover provisions may allow the CEO to deliver a lower level of firm performance relative to their compensation. At first glance, the state antitakeover provisions appear to be insignificant in the presence of firm‐specific amendments. However, further analysis reveals they can play an important role, in some cases reinforcing the effects of the firm‐specific amendments. With respect to the firm‐specific amendments, the negative relation is associated with the presence of blank check preferred stock and poison pill amendments. Copyright © 2000 John Wiley & Sons, Ltd.     

Ownership structure and returns to defensive stock repurchase

This study investigates the wealth effect of defensive common stock repurchase (CSR) on outside shareholders. It is found that the impact varies with the type of corporate control activity that precipitates the repurchase. Outside shareholders suffer wealth losses when a CSR announcement follows an unsolicited bid for the firm. The impact of the CSR announcement following a partial acquisition is negative but not as strong. However, outside shareholders benefit from CSR following antitakeover charter amendments. This study also documents a nonlinear relationship between managerial equity ownership and changes in the value of the firm at the announcement of a defensive CSR.     

Institutional monitoring,coordination and corporate acquisitions in China

Within the context of corporate acquisition decisions of China’s Publicly Listed Corporations (PLCs), this paper investigates the monitoring and coordination behaviour of institutional shareholders. Institutional shareholders are divided into four groups: large outsider, large insider, small outsider and small insider. The outsider and insider categorization, respectively, represents the absence of significant business links with relevant PLCs. In China, institutional shareholders tend to either monitor the acquisitions decisions of PLCs or coordinate their response with the controlling shareholders (coordination in the present context amounts to cooperation). Using micro data from China’s stock market over the 2003–2008 period, we find that (through ex-ante coordination with the controlling shareholders) the insider institutional investment tends to increase the likelihood of PLC acquisitions. However, through ex-ante monitoring of the PLC acquisition offers, the outsider institutional investment tends to decrease the acquisition likelihood. We find that, through ex-post monitoring of PLC acquisitions, institutional investors with large shareholdings can help improve the post-acquisition performance of Chinese PLCs. On the other hand, institutional investors with small shareholdings tend to coordinate their actions with the controlling shareholders. Accordingly, small institutional shareholders cannot affect the post-acquisition performance of China’s PLCs. Finally, we find that the so-called ‘cherry-picking effect’ exists only in the case of large outsider institutional investors.     

The effect of takeover defenses on the dividend decision

Many firms have sought protection from hostile takeovers by passing defensive amendments to their corporate charter and/or lobbying their state legislatures for statutory protection. Agency theory would suggest that any such takeover defenses alter the principal-agent relationship. A consequence of such a change may be a change in corporate decision making. The objective of this research is to test the effect that passage of antitakeover amendments has on a firm's dividend policy. We use six alternate measures of dividend activity: total dividends paid, dividends per share and dividends relative to earnings, cash flow, market value, and book value. Our results indicate that firms that adopt antitakeover amendments, when compared to an industry control sample, tend to have a slower rate of growth in dividend payout as measured by the proxy variables. These results suggest that entrenchment is not a likely outcome of such amendments.     

Institutional investors' corporate site visits and aggressive financial reporting

This paper investigates the impact of institutional investors' corporate site visits on financial reporting aggressiveness. While prior research has shed light on the monitoring impact of institutional shareholding on firms' financial reporting practices, institutional investors' preference regarding financial reporting remains unclear. Using a sample of Chinese firms listed on the Shenzhen Stock Exchange from 2012 to 2019, we find that institutional investors' on-site visits significantly increase financial reporting aggressiveness of hosting firms. The on-site visit effect is more salient in firms that are more sensitive to the influence of institutional investors, for example, firms with a less powerful chief executive officer, financially constrained firms, and firms operating in competitive industries. Our study highlights that under a setting of weak minority shareholder protection such as in China, managers are likely to recognize revenue aggressively to please powerful shareholders who paid intensive attention to them.     

Executive Turnover and Outside Directors on Two‐Tiered Boards

This paper examines the determinants of executive turnover on two‐tiered boards, emphasizing the monitoring role of supervisory board members with simultaneous outside directorships. Based on a unique sample of executives from large German firms, we find that outside supervisory board members generally increase executive turnover at the firms they monitor. This influence is especially pronounced when outside supervisory board members are simultaneously active as managers themselves and capital control is rather weak. These results suggest that external managers on supervisory boards enhance the monitoring intensity and substitute for weak capital control in the absence of large shareholders. Copyright © 2013 John Wiley & Sons, Ltd.     

A Comparison of Reporting Lags of Multinational and Domestic Firms

This study examines whether multinational firms report earnings sooner than domestic firms. When compared with domestic firms, the reporting environment and business operations of multinational firms are significantly more complex. There is a greater amount of information asymmetry between managers and shareholders of multinational firms. Therefore, multinational firms potentially face higher monitoring and external financing costs. To reduce these costs, we conjecture that managers of multinational firms take steps to reduce the information asymmetry between shareholders and management by increasing the timeliness (a proxy for relevance) of their earnings reports. Specifically, we expect multinational firms to announce earnings earlier than domestic firms. We separate earnings reporting delay into auditor‐related delay and management's discretionary delay. While test results weakly support the hypothesis that auditors take longer to audit multinational firms, there is strong evidence that managers of multinational firms release their earnings reports sooner than domestic firms.     

Worker responses to teamworking: exploring employee attributions of managerial motives

This paper examines employee views of why and how managers introduced teamworking at several sites within a steel company. Following a content analysis of employee comments we classify employee views of management motives into four main types: economic, political, institutional and cultural. Employees reported that managers were primarily driven by political rationales and implemented teamworking for reasons of self-interest. The economic rationales for management action were interpreted negatively as favouring shareholders and increasing worker insecurity. The introduction of teamworking also appeared to require a concerted attempt to enforce employee compliance, indicating that culture change was also an important factor. The views employees expressed of management intent are not adequately described by either recent advocates of high performance work systems or the critical perspective on human resource management although they appear central in understanding employee responses to management initiatives in these sites.     

Chaebol,Unions, and the Profitability of Korean Firms Before and After the Crisis

Before the 1997 crisis, Korean firms destroyed shareholder value and chronically produced nonperforming loans for financial institutions. In particular, chaebol‐affiliated and unionized firms did so, with lower profitability among the financially unsound firms. Chaebol and unions thus functioned as institutional devices whereby managers and workers undermined the interest of taxpayers as well as shareholders. After the crisis, firms no longer destroy shareholder value or produce nonperforming loans. Chaebol‐affiliated and unionized firms have higher profitability among the financially unsound firms. Chaebol and unions have thus ceased to function as institutional devices whereby managers and workers undermine the interest of shareholders and taxpayers. Copyright © 2013 John Wiley & Sons, Ltd.     

Corporate Social Responsibility and Managerial Entrenchment

When stakeholder protection is left to the voluntary initiative of managers, relations with social activists may become an effective entrenchment strategy for inefficient CEOs. We thus argue that managerial turnover and firm value are increased when explicit stakeholder protection is introduced so as to deprive incumbent CEOs of activists' support. This finding provides a rationale for the emergence of specialized institutions (social auditors and ethic indexes) that help firms commit to stakeholder protection even in the case of managerial replacement. Our theory also explains a recent trend whereby social activist organizations and institutional shareholders are showing a growing support for each other's agenda.     

Institutional investors, antitakeover defenses and success of hostile takeover bids

In this study we investigate the question of whether institutional investors enhance or reduce efficiency in the market for corporate control. In particular, given unequivocal evidence that target stockholders gain in successful takeover bids, we investigate the impact of institutional ownership in target firms on the adoption of the type of antitakeover defense as well as the outcome of takeover bids. We find that target firms are more likely to adopt value-reducing antitakeover defenses and successfully thwart takeover bids when a higher percentage of target common stock is owned by ‘pressure-indeterminate’ investors (investment counsel firms in particular). On the other hand, the probability of a successful takeover rises with the ownership of both ‘pressure-sensitive’ and ‘pressure-resistant’ investors. The above findings support the view that institutional investors do not play a homogeneous role in the market for corporate control.     

All in the family or public? Law and appropriative costs as determinants of ownership structure

We examine how the legal protection of outside shareholders and the appropriative costs that they induce influence the incentives for private firms to go public. A higher degree of protection of shareholders can increase the appropriative costs associated with the conflict between managers and shareholders. To counteract this effect the managers/owners increase the share of the firm they retain so that, overall, higher protection of outsiders increases the likelihood of going public. In addition, we examine how the share of funds raised used to finance the firm affects both appropriative costs and the decision to sell.For helpful comments we thank participants at the conference on Corporate Governance at UC Irvine (February 2002), seminar participants at the Athens University of Economics and Business, and worskshop participants on the New Organization of Labour at the 2002 CESifo summer Institute in Venice. Skaperdas gratefully acknowledges support from a grant for Research and Writing from the John D. and Catherine T. MacArthur Foundation.     

On the different styles of large shareholders’ activism

This paper extends Noe’s (Rev Financial Studies 15:289–317, 2002) model of large shareholder activism in two directions. First, it considers a framework in which large shareholders can choose not only when to monitor, but also how intensively they want to monitor the firm. Second, it considers the impact of laws and regulations by introducing a governance quality parameter that makes monitoring more cost effective. The model yields a new and rich characterization of activism. We find that share wealth (ownership concentration) induces monitoring for higher firm value through more frequent monitoring with unchanged intensity. Cash wealth motivates activism for trading gains, not higher firm value, through less frequent monitoring coupled with higher intensity. We also find that better governance leads to higher firm value through more frequent but less intense activism. When asymmetries within the group of large shareholders exist, the model predicts that the larger/wealthier/more efficient shareholders are more active. These results are broadly consistent with the empirical evidence.     

The differential impact on stockholder wealth of various antitakeover provisions

This paper examines the relationship between the passage of six types of corporate antitakeover provisions (supermajority, classified boards, fair-price, reduction in cumulative voting, anti-greenmail and poison pills) and stockholder wealth. Our event study from a sample of 381 firms that adopted 486 antitakeover provisions in the 1984 to 1988 period indicates a strongly negative effect on stockholder wealth, supporting the management entrenchment view of the antitakeover provisions. Moreover, the empirical results of this paper indicate that the market reacts equally negatively to both non-operating provisions that require stockholder approval and to operating provisions that do not require stockholder approval. However, separate analyses of the antitakeover provisions provide some support for the argument that stockholders discriminate between individual provisions.     

Long Term Incentive Plans,Executive Pay and UK Company Performance*

ABSTRACT In agency theory, the remuneration packages of executive directors in large companies are seen as an attempt to give them a pattern of rewards that aligns their interests more closely with shareholders as a whole. The sensitivity of total executive rewards to share price performance has become the conventional yardstick for judgements concerning whether reward packages do indeed serve shareholders’ interests or executives themselves. Long‐term incentive plans (LTIPs) introduced in the UK from 1995 have imposed new, firm‐specific performance conditions on senior managers. While LTIPs are designed to increase performance‐pay sensitivity, however, they also give executives new opportunities to manipulate the terms of LTIPs in their own favour, at the expense of shareholders and stakeholders in general. This paper presents the first estimates of UK total executive rewards that include detailed LTIP valuations. It finds that, while increasing average total rewards, the presence of LTIPs is actually associated with reductions in the sensitivity of executives’ total rewards to shareholder return. This raises doubts concerning both the effectiveness of the LTIP instrument and the validity of an agency perspective in this context.     

Do institutional shareholders police management?

Some have argued that legislation limits the ability of institutional shareholders to discipline shirking management teams. However the level of takeover activity in the 1980s suggests that the cost of using takeovers to discipline management has decreased. This may give institutional shareholders the ability to participate actively in corporate governance. This paper presents an empirical examination that is consistent with this hypothesis. First, institutional ownership concentration varies across firms according to the benefits of policing firms in 1988. The relationship is less pronounced in 1980. Second, firms characterized by concentrated institutional ownership are more likely to use takeovers as the disciplinary mechanism. © 1997 John Wiley & Sons, Ltd.     

Parasites and Paragons: Ownership Reform and Concentrated Interest among Minority Shareholders

Do investors with concentrated shareholding infringe on the value of more-fragmented shareholders (‘parasites’) or facilitate the growth of firm value for all shareholders (‘paragons’)? In a major ownership reform of Chinese listed firms, we obtain evidence which suggests that larger minority shareholders undertook certain actions both for a rent-seeking purpose – that these actions allowed them to reap private benefits at the expense of smaller minority shareholders, and for a value-creating purpose – to potentially increase firm value after the reform. It is plausible that both drivers co-existed, but they generated different implications of wealth redistribution. When institutional constraints on rent-seeking were ineffective, higher concentration of minority shares decreased the immediate gains captured by the small investors who held minority shares at the time of the reform, but increased the future value of the firm to be divided among for all investors, large and small, who held firm shares after the reform.     

浅析中国民营企业的创新和发展

2012年5月25日,格力电器2011年年度股东大会上,国资背景的周少强遭遇机构投资者等中小股东投票否决,从格力此次事件来看,机构投资者等中小股东投票否决董事侯选人,是中国上市公司治理结构的重要进步。本文由此作为切入点,来浅谈一下中国民营企业在如何利用创新的手段来提高自身素质,达到企业自身的可持续发展。