Dual class shares – is India ready for it?

Market evidence suggest that a class of common stock with superior voting rights trades at systematically higher prices than an identical class of stock with inferior voting rights, as control over the firm grants the promoters some opportunity to receive a higher payoff. Differential voting rights class of shares may attract a certain class of investors who are only interested in the economic benefits of a company. It assists management in deterring potential rivals from winning a control and allows raising fresh capital for growth without giving up control. The value of controlling a firm derives from the fact that you believe that you or someone else would operate the firm differently from the way it is being run currently. Differential voting rights shares in different countries have indicated that voting rights are generally worth between 10% and 20% of the value of common stock. This article intends to create awareness about differential voting rights shares, to study the international as well as domestic experience and tries to examine the various factors that affect differential voting rights share prices.     

The Market Value of Corporate Votes: Theory and Evidence from Option Prices

This paper proposes a new method using option prices to estimate the market value of the shareholder voting rights associated with a stock. The method consists of synthesizing a nonvoting share using put‐call parity, and comparing its price to that of the underlying stock. Empirically, we find this measure of the value of voting rights to be positive and increasing in the time to expiration of synthetic stocks. The measure also increases around special shareholder meetings, periods of hedge fund activism, and M&A events. The method is likely useful in studies of corporate control and also has asset pricing implications.     

Corporate value,ultimate control and law protection for investors in Western Europe

This paper analyses both ultimate ownership and investors’ protection in determining corporate value for a sample of firms from 12 Western European countries. The analysis is based on two data sets which consider the presence of an ultimate controller, as well as, the level of separation of cash flow rights and voting rights in the controlling stake. It examines the effect of the rights given to both creditors and shareholders, and the degree to which these rights are enforced with a measure of the efficiency of the judicial system. The main findings suggest that it is likely that firms tend to adjust their ultimate controlling structure to overcome the value-decreasing risks associated with country laws that offer low investors’ protection. This information is a valuable tool for managers in order to strategically adapt institutional corporate governance practices.     

Investor Protection and Governance in the Valuation of Emerging Markets Investments

The combination of ineffective corporate governance at the company level and an uncertain legal and regulatory environment can significantly reduce the prices investors are willing to pay when investing in companies in emerging markets. The authors report the findings of their recent survey that asks investment professionals to compare the value of a hypothetical Australian company with that of its identical counterparts located in five emerging markets: Malaysia, Mexico, Saudi Arabia, South Africa, and Iran. The responding investors said they would value the emerging markets investments at discounts from the value of the Australian company that ranged from a low of 13.5% for its Malaysian counterpart to 51.2% for the Iranian company. Moreover, they indicated they would require costs of equity for these investments that were consistent with even larger valuation discounts. The investors' responses to the survey also suggest that corporate governance is especially important in countries with weaker investor protection. Well‐governed companies located in these countries enjoy significant value premiums that can partly offset the negative effect of the poor institutional environments, which suggests there may be a significant payoff for investors that succeed in improving the governance of the companies they invest in.     

The American keiretsu and universal banks: Investing,voting and sitting on nonfinancials’ corporate boards

This paper investigates the equity investments and voting rights that American banks control through their trust business. The paper also studies whether the voting rights American banks control through their trust business help explain their presence on firms’ corporate boards. We find that on average the largest 100 American banks control 10% of the voting rights of S&P 500 firms. We also find that there are several firms in the S&P 500 index in which the top banks control more than 20% of their voting rights, and several firms in the country in which these banks control more than 60% of their voting rights. Our investigation into the presence of American bankers on corporate boards shows that bankers are more likely to join the boards of firms in which they control a large voting stake. We also find that banks’ lending relationships help explain bankers’ board memberships. Our results further show that bankers who have both a voting stake in a firm and a lending relationship with it have a higher likelihood of joining the firm's board of directors.     

Executive compensation in firms with concentrated control: The impact of dual class structure and family management

We examine how two distinct ownership forms of concentrated control affect executive compensation. We compare executive compensation in dual class firms with that in single class companies with concentrated control. Although both samples of companies have agency problems associated with concentrated control, dual class companies have additional problems associated with controlling shareholders holding smaller equity positions. We show that family members in executive positions in dual class companies are paid significantly more than those of single class companies with concentrated control. The excess is in the form of more incentive compensation (bonuses and stock options). This finding is consistent with optimal contract theory of executive compensation in that the higher compensation is given to prevent dual class executives from taking advantage of their higher voting leverage. Our results are robust to an alternative specification of voting leverage which uses the difference between voting and cash flow rights of controlling shareholders.     

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.     

中小股东一致行动改善了公司治理水平吗?

在资本市场推行注册制改革的背景下,维护中小股东利益成为保障注册制改革效果,助力资本市场平稳运行的关键。本文实证考察了作为非实际控制人的中小股东如何利用一致行动参与公司治理。研究表明,中小股东通过一致行动形成投票表决权的集中配置,进而制衡大股东,从而改善公司绩效。在治理机制方面,中小股东一致行动对绩效的改善,一方面源于其帮助中小股东在股东大会上提出更多代表自身利益的议案,在董事会中委派更多董事,在决策过程中形成更大影响力;另一方面则源于其帮助中小股东实现对大股东的制衡和对经理人的监督,从而抑制实际控制人的“隧道挖掘”行为,缓解内部人控制问题。进一步研究发现,中小股东一致行动的作用效果受到一致行动人的持股比例、形成动机、上市公司的投票表决制度以及一致行动人类型的影响。     

Regulating for corporate human rights abuses: The emergence of corporate reporting on the ILO's human rights standards within the global garment manufacturing and retail industry

Despite the ubiquitous nature of the discourse on human rights there is currently little research on the emergence of disclosure by multinational corporations on their human rights obligations or the regulatory dynamic that may lie behind this trend. In an attempt to begin to explore the extent to which, if any, the language of human rights has entered the discourse of corporate accountability, this paper investigates the adoption of the International Labour Organisation's (ILO) human rights standards by major multinational garment retail companies that source products from developing countries, as disclosed through their reporting media. The paper has three objectives. Firstly, to empirically explore the extent to which a group of multinational garment retailers invoke the language of human rights when disclosing their corporate responsibilities. The paper reviews corporate reporting media including social responsibility codes of conduct, annual reports and stand-alone social responsibility reports released by 18 major global clothing and retail companies during a period from 1990 to 2007. We find that the number of companies adopting and disclosing on the ILO's workplace human rights standards has significantly increased since 1998 – the year in which the ILO's standards were endorsed and accepted by the global community (ILO, 1998). Secondly, drawing on a combination of Responsive Regulation theory and neo-institutional theory, we tentatively seek to understand the regulatory space that may have influenced these large corporations to adopt the language of human rights obligations. In particular, we study the role that International Governmental Organisation's (IGO) such as ILO may have played in these disclosures. Finally, we provide some critical reflections on the power and potential within the corporate adoption of the language of human rights.     

Agency Problems at Dual-Class Companies

Using a sample of U.S. dual-class companies, we examine how divergence between insider voting and cash flow rights affects managerial extraction of private benefits of control. We find that as this divergence widens, corporate cash holdings are worth less to outside shareholders, CEOs receive higher compensation, managers make shareholder value-destroying acquisitions more often, and capital expenditures contribute less to shareholder value. These findings support the agency hypothesis that managers with greater excess control rights over cash flow rights are more prone to pursue private benefits at shareholders' expense, and help explain why firm value is decreasing in insider excess control rights.     

Takeover bids and the relative prices of shares that differ in their voting rights

The relative prices of shares that differ only in their voting rights are modelled. In our model, voting rights become valuable when a control contest is decided through takeover bids for outside votes. The study shows how the value of the voting right depends on the initial ownership distribution, the share structure, and the ability of the incumbent manager versus a rival for control. Empirical support for the model is provided using Swedish stock market data.     

Corporate Governance,Companies’ Disclosure Practices and Market Transparency: A Cross Country Study

We examine the link between corporate governance, companies’ disclosure practices and their equity market transparency in a study of more than 5,000 listed companies in 23 countries covering the period 1 January 2003 to 31 December 2008. Our results confirm the belief that better‐governed firms make more frequent disclosures to the market. We also find greater disclosure in common law relative to code law countries. However firms with better governance in both code and common law countries make more frequent disclosures. We measure market transparency by the timeliness of prices. In contrast to single country studies, results show, for the 23 countries collectively, better corporate governance is associated with less timely share prices. This would suggest that a firm substitutes better corporate governance for transparency. We are thus led to the conclusion that even if information is disclosed more frequently by better‐governed firms, it does not necessarily follow that information is reflected in share prices on a timelier basis.     

Does Board Independence Matter in Companies with a Controlling Shareholder?

A number of studies have reported value discounts for listed companies in countries that provide weak legal protection to minority shareholders. Such studies typically attribute these discounts to the ability, and the well‐documented tendency, of controlling shareholders to extract a disproportionate share of corporate resources for “private benefits.” This tendency and the resulting discounts create a dilemma for those controlling shareholders intent on maximizing value for not just themselves, but all shareholders: How can such controlling shareholders assure their minority shareholders that they will not exploit their power to expropriate resources and so eliminate the discount from their companies' shares? This article investigates the possibility that such discounts can be reduced by appointing boards of directors made up of individuals who are independent of the controlling shareholders. Based on the systematic analysis of some 800 companies representing 22 countries, the authors' recent study reports that corporate values are consistently higher when boards are more independent of controlling shareholders—and that this relationship is especially strong in those countries that afford fewer rights to minority shareholders. What is likely to cause controlling shareholders to appoint more independent directors—a change that, after all, effectively limits the controlling shareholders' power and “degrees of freedom”? The answer provided by the authors is that board independence is most likely to be pursued by companies with controlling shareholders that also have major growth opportunities that must be funded mainly with outside equity.     

Human Rights Performance Disclosure by Companies with Operations in High Risk Countries: Evidence from the Australian Minerals Sector

The aim of this study is to explore whether Australian mineral companies operating in high human rights risk countries provide more human rights disclosures than companies operating in low risk countries. A content analysis instrument containing 88 specific human rights performance items derived from a number of international human rights guidelines has been developed to investigate the annual reports, social responsibility reports and corporate websites of the top 50 Australian mineral companies (2010/2011). The findings show that human rights performance disclosures by companies with operations in high human rights risk countries are significantly higher than companies with operations in low risk countries. By disclosing extended human rights performance information, companies operating in high risk countries appear to ease community concerns about human rights violations. The finding is consistent with legitimacy theory, which posits that organisations respond to community concerns in relation to particular social issues.     

权益再融资资金使用方式与再融资以后的经营业绩

本文讨论了中国上市公司的权益再融资资金使用方式与再融资以后的经营业绩之间的关系。结果发现,与国外的有关研究结果不同,投资于具体项目公司的再融资以后的经营业绩下滑幅度显著低于没有具体投资项目的公司。这说明,对于中国上市公司而言,投资于具体项目公司的代理成本相对低于没有具体投资项目的公司。此外,在公司治理机制有待完善的情况下,政策因素能够发挥一定的积极作用。2001年以后,证监会关于关联交易表决的特殊规定在一定程度上减弱了再融资资金使用方式与再融资后经营业绩之间的负相关关系。     

如何激发民营企业创新--来自实际控制人财富集中度的视角北大核心

在我国实施创新驱动发展战略的背景下,本文从企业重大事项决策者实际控制人的视角,分析其财富集中度对民营上市公司创新的影响。结果显示,实际控制人财富集中度越高,企业创新水平越低。机制检验显示,实际控制人财富集中度会降低企业风险承担。这表明,实际控制人财富集中度越高,其对创新失败风险的容忍度越低,进而不利于企业创新。进一步研究显示,政府补助(机构投资者)可以发挥“风险缓冲”(“监督制衡”)的作用,削弱实际控制人财富集中度对企业创新的负面影响。本文还发现,财富集中的实际控制人更可能进行技术并购,以作为自主创新不足的替代。本文从实际控制人财富集中度的视角对企业创新的相关研究进行深化,并拓展了政府补助、机构投资者、技术并购在企业创新中发挥作用的相关研究;同时从实际控制人财富分散成本和风险、政府风险分担和机构投资者制衡约束等视角为推动民营企业创新的政策制定和公司治理改革提供参考。     

An accounting-based valuation approach to valuing corporate governance in Taiwan

We estimate the proportion of firm value that is related to governance mechanisms in a cointegrated system based on the Feltham and Ohlson (1995) accounting-based valuation model. Using a comprehensive set of 32 governance measures in five categories for Taiwan firms, we find that governance measures related to ownership structure and the divergence between cash flow rights and control rights capture variations in stock prices over time. Controlling for book value, net operating assets, and abnormal operating earnings which account for up to 59% of firms’ equity value over time, the governance measures in addition track at least 39% of the equity value of these firms. We further identify that the shareholdings of board directors and supervisors, shareholdings of the controlling family, the critical control level of a firm, and the voting rights of the largest shareholder for ultimate control are sufficient governance measures to track changes in firm value. Our results shed some light on the extent of the equity value that can be generated by a firm’s governance practices and the types of corporate governance mechanisms that are especially important for firms with similar ownership structure and controls.     

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.     

Form versus substance: The effect of ownership structure and corporate governance on firm value in Thailand

We examine the relation between the quality of corporate governance practices and firm value for Thai firms, which often have complex ownership structures. We develop a comprehensive measure of corporate governance and show that, in contrast to conventional measures of corporate governance, our measurement, on average, is positively associated with Tobin’s q. Furthermore, we find that q values are lower for firms that exhibit deviations between cash flow rights and voting rights. We also find that the value benefits of complying with “good” corporate governance practices are nullified in the presence of pyramidal ownership structures, raising doubts on the effectiveness of governance measures when ownership structures are not transparent. We conclude that family control of firms through pyramidal ownership structures can allow firms to seemingly comply with preferred governance practices but also use the control to their advantage.     

Die Corporate Governance der Versicherungsvereine auf Gegenseitigkeit

Contrary to the first appearance the current corporate governance discussion is not limited to listed stock companies. The mutual insurance companies have to observe their management and control systems as well. Their corporate governance system does barely dispose of external control mechanisms, it instead relies heavily on the close cooperation of the executive directors, the board of directors and the members’ representatives. Yet, this proximity of controlled management and controllers can be potentially dangerous. A supervision by its ordinary members does not occur. Member-unfriendly election regulations for the representatives’ committee as well as a generally declining interest to exercise one’s membership rights in the mutual insurance company have led to a downward spiral that has to be broken through. This idle potential for control has to be reactivated. Members have to take an interest in their mutual again. This could probably be achieved by reintroducing plenary meetings. Apart from the classic meetings that exact the presence of a member to exercise its voting rights it might be worthwhile to consider allowing an online-participation or to arrange decentralised meetings to increase their attractiveness for members.