The rise and rise of the share premium account

Share premiums now constitute a substantial proportion of UK company equity but rarely featured on nineteenth century company balance sheets. This paper discusses when and why this changed and why the definition of the share premium account as company capital took nearly a century to reach the statute books. From 1855 to 1948 any surplus above par on issued shares could be treated at the directors' discretion, including appropriation for the payment of dividends. This freedom was removed in the Companies Act 1948 (s. 56), after the Cohen Committee recommended that share premiums should normally be treated as share capital and employed in a very limited range of transactions. The paper outlines the accounting and legal history of the share premium account and argues that the growth of share premiums was due to a tax avoidance loophole, open from 1889 to 1973, which permanently changed company practice on share issues after 1920. The effect of legal restrictions on the use of the share premium account is also addressed. One possible future consequence of the loss of economic significance of the nominal value of a share is the total abolition of both this and the share premium account by adoption of no par value (npv) shares, a change which has recently been adopted in Australia and is again under consideration in the UK.     

Glamour,value and anchoring on the changing P/E

The fact that value shares outperform glamour shares in the long term has been known for over 50 years. Why then do glamour shares remain popular? The price-earnings (P/E) ratio was the first statistic documented to discriminate between the two. Using data for all US stocks since 1983, we find that glamour shares have a much greater tendency to change P/E decile than value shares. We use TreeAge decision tree software, which has not been applied to problems in finance before, to show that glamour investors cannot rationally expect any windfall as their company's P/E decile changes, whatever their horizon. We infer that glamour investors anchor on the initially high P/E value, underestimate the likelihood of change and are continually surprised. We also seek theoretical justification for why value shares tend to outperform glamour shares. No convincing arguments based on the efficient market hypothesis have been put forward to show that the outperformance of value shares might be due to their being fundamentally riskier. Here, we apply equations from option theory to show that value shares can indeed be expected to outperform glamour shares.     

Victorian share-pricing - a problem in thin trading

This paper discusses the problems of nineteenth century share valuation and corporate governance. It is based on the summary of a 1900 appeal case, The Earl of Portsmouth v. Pease (1900), which was recorded in the Durham press and concerned the sale of shares within a local private family company in 1898. This contract was overturned in the Court of Chancery as being inequitable. The methods and assumptions employed to value the shares for the private family sale and a coincident public issue were described in detail; the effect of the case was dramatic and the issues raised are still relevant.     

The role of government intervention in financial development: micro‐evidence from China

This paper distinguishes between different forms of government intervention upon a firm, including the firm’s tax burden, sales to the government and state shares. We investigate how these types of government intervention affect micro‐financial development. With evidence from China, we confirm that the micro‐financial development is promoted by the firm’s tax burden and sales to the government but constrained by the firm’s state shares. The findings remain robust to the endogeneity issue. The findings offer applications for government policies or a firm’s financing strategies.     

Liquidation Distributions to Members in Worlds With and Without Par Values

Although par values of shares were abolished by the Corporations Law Reform Act 1998, they continue in use where agreements predating this Act, or legal doctrine underpinning the agreements, depend on them. One such doctrine, the principle of equality, is invoked in winding-up if agreements about distributions to members fail or do not exist. This paper examines how the principle of equality may be implemented in the post-commencement period. It considers shares that had par values, now abolished but potentially revivable, and no-par shares issued after commencement. The major theme is that par value abolition has undermined the case law on the equality principle, and that oncesettled law has become uncertain.     

Liquidation Distributions to Members in Worlds With and Without Par Values

Although par values of shares were abolished by the Corporations Law Reform Act 1998, they continue in use where agreements predating this Act, or legal doctrine underpinning the agreements, depend on them. One such doctrine, the principle of equality, is invoked in winding-up if agreements about distributions to members fail or do not exist. This paper examines how the principle of equality may be implemented in the post-commencement period. It considers shares that had par values, now abolished but potentially revivable, and no-par shares issued after commencement. The major theme is that par value abolition has undermined the case law on the equality principle, and that oncesettled law has become uncertain.     

Managerial ownership dynamics and firm value

From 1988 to 2003, the average change in managerial ownership is significantly negative every year for American firms. We find that managers are more likely to significantly decrease their ownership when their firms are performing well and more likely to increase their ownership when their firms become financially constrained. When controlling for past stock returns, we find that large increases in managerial ownership increase Tobin's q. This result is driven by increases in shares held by officers, while increases in shares held by directors appear unrelated to changes in firm value. There is no evidence that large decreases in ownership have an adverse impact on firm value. We rely on the dynamics of the managerial ownership/firm value relation to mitigate concerns in the literature about the endogeneity of managerial ownership.     

The effect of the split share structure reform on working capital management of Chinese companies

Before the introduction of the Split Share Structure Reform (SSSR) of 2005, a dual stock system characterized Chinese-listed firms. The states owned non-tradable shares and private owners held tradable shares. The dual system generated agency problems because state owners enjoyed all the rights reserved for tradable shares but escaped the stock market risk faced by non-state shareholders. Because executives of state-owned enterprises (SOEs) received rewards based on the book value of assets rather than the market price of shares, they had no incentive to maximize the share price. The SSSR led to the conversion of non-tradable shares to tradable shares, with two major implications: (1) the interests of government and private owners are now more closely aligned and (2) government agents of SOEs are now rewarded and punished based on a firm's market performance. Thus, the expectation is that government agents turn their attention to improving a firm's market performance rather than its book value during the post-reform era. We examine the impact of the SSSR on Chinese firms' investments in working capital. Based on 511 manufacturing firms between 2003 and 2011, we find that the SSSR is associated with significant reductions in working capital investments during the post-reform period. The reduced investment in working capital is associated with improved market performance of these firms.     

股票价格均值回归理论研究综述

随机漫步理论认为股票的价格是不能预测的,许多实证检验的结果也支持了这一结论。但是,近年来均值回归理论对随机漫步理论提出了挑战。从长期来看,股票价格呈均值回归是必然的;均值回归具有不对称性;政府行为对股票的均值回归具有一定的影响。     

Changes in insider ownership and changes in the market value of the firm

The empirically-observed cross-sectional relation between the level of insider share ownership and the level of firm value has often been interpreted to mean that a change in share ownership can lead to a change in firm value. Such an interpretation has been criticized for ignoring potential endogeneity. In this paper, we perform two sets of tests to circumvent this alleged endogeneity. First, we measure changes in value over the 6-day interval around announcements of insider share purchases and find that the cross-sectional variability in changes in value is described by a curvilinear relation between firm value and insider ownership where the value of the firm first increases, then decreases, as insider share ownership increases. Second, we conduct tests to determine (1) whether the insider purchases are a response to changes in firm characteristics that require a new optimal equilibrium ownership level or (2) whether insiders are purchasing shares to signal that the firm is undervalued. We find no evidence to support these interpretations. Overall, our results are consistent with a causal interpretation of the empirical relation between insider ownership and firm value.     

Corporate ownership and the value of a vote in an emerging market

Empirical evidence suggests that the voting premium in the Korean securities market is strongly related to the structure of corporate ownership. We find that the premium attached to voting stock is positively and significantly associated with the control value of a block of shares held by minority shareholders. We also find that the premium is negatively related to both the fraction of shares that are voting shares and the market value of equity. Empirical results indicate that private benefits of control in Korea are worth about 10% of the value of equity.     

A cross-section test of the present value model

We estimate for a sample of U.S. companies an econometric model of each companies' dividend process. We use this to forecast future dividends, and thereby calculate a theoretical present value for each company. We compare this to the market price and test whether one can earn excess returns by purchasing shares which are undervalued, compared to this theoretical price. We show that portfolios of underpriced shares substantially outperform the full sample.     

The Issue Decision of Manager-Owners under Information Asymmetry

A firm must issue common stock in order to undertake a new investment, and the firm's manager-owners can value the firm more accurately than the market. The ability of the manager-owners to trade in the firm's shares during the issue (a) reduces the investments that are foregone because of the market's mispricing the firm's shares, (b) changes the size and direction of the stock price change when the firm announces a new stock issue, and (c) changes the market value of the firm before and after the issue announcement, whether or not it decides to issue.     

论中小企业融资方式的改革和创新

进入新世纪以来,我国中小企业在繁荣经济、增加就业、推动创新和催生产业中发挥着越来越大的作用,已成为推动社会生产力发展和促进社会主义和谐社会建设的重要力量。但是,由于种种原因,融资难问题一直是中小企业发展的重要瓶颈之一。而建立健全政府补助机制、大力发展小额贷款公司及担保公司、发行中小企业集合债券或集合票据、加快创业板市场建设、灵活采用多种担保方式进行融资无疑是中小企业融资方式的创新之举。     

A game of accounting numbers in asset pricing: Evidence from the privatization of state-owned enterprises

This study examines a public policy issue: whether government officials engage in earnings management to collude with private investors in the privatization of state-owned enterprises (SOEs). We find that the managers of listed Chinese SOEs, who are de facto bureaucrats, employ income-decreasing earnings management to reduce the price of shares to be sold to private investors. We also find that more aggressive income-decreasing earnings management is associated with a lower CEO turnover rate in the year following the privatization. These findings highlight the need to consider the opportunism of government agents when accounting information is used in redistribution of state assets.     

Structuring the IPO: Empirical evidence on the portions of primary and secondary shares

We empirically study the determinants of the portions of primary and secondary shares offered in IPOs. The data show that young, small growth firms tend to issue primary shares. Limited internal cash generation and a debt mix that largely consists of bank loans have a significant positive impact on the primary portion. The data also reveal that if financing needs warrant a relatively small primary portion, companies add secondary shares to increase the offering size, which enhances post-IPO stock liquidity. Furthermore, these growth firms are more likely to issue seasoned equity in the aftermarket. Conversely, established firms tend to offer only secondary shares. The diversification motive does not drive the size of the secondary portion but adverse selection costs have an impact. Also, firms selling only secondary shares show higher post-IPO control turnover.     

Contextualizing the Process of Accounting Regulation: A Study of Nineteenth-Century British Friendly Societies

Friendly societies date from the seventeenth century and have been the subject of statutory recognition and regulation since 1793. These societies developed rapidly in the nineteenth century as a mechanism of self-help for the emerging industrial working class. This article embraces an historical examination of the social, economic and political contexts within which a discourse on the issue of their regulation took place and reveals the ideologies underpinning the disciplinary framework that was constructed. Ideas of the philosophical radicals were influential in making friendly societies the subject of closer regulation. This development came at a time when laissez-faire as a guide to government action gave ground to the acceptance of the need for state control in the endeavour to enhance the common good. The concepts of paternalism and financial safety are found to have influenced the decision to regulate friendly societies, and the disciplinary framework constructed is located within the range of provisions applying to organizational entities operating in nineteenth-century Britain.     

GOVERNMENT SPENDING IN DEVELOPING COUNTRIES: Trends, Causes, and Consequences

Throughout the twentieth century governments have been spendingever larger proportions of national income. Three issues arisein discussions about the growth of such spending as it pertainsto developing countries: How does it compare with expenditurein industrial nations? What explains the growth in spendingby developing country governments? And what are the effectson economic growth? Government expenditure as a share of GDPin low- and middle-income countries, on average, is lower thancomparable shares in industrial market economies and, with fewexceptions, is growing. Many factors, including ideology, demographics,a positive income elasticity for public goods, the rising costof public goods relative to private goods, and perhaps developmenttheory and practice, explain this growth. As for the relationshipbetween government expenditure and economic growth, the empiricalevidence does not reveal any strong correlation. The size ofgovernment may engender strong ideological debate, but the positionthat the aggregate level of government expenditure is a significantdeterminant of growth rates receives little support.      

Off Track: The Disappearance of Tracking Stocks

During the two decades following the first announcement of a tracking stock issue by General Motors in 1984, over 50 new tracking stocks were created. The value of a tracking stock is supposed to reflect the performance of a division or operation of a firm, but does not have a direct claim on the division's assets or income. The voting rights of the tracking stock are only for the parent corporation, with no direct voting rights for the tracked division. The claimed benefits of issuing tracking stock include the use of internal capital markets, additional disclosure of the firm's operations, reduction of agency costs, the ability to directly compensate divisional management on performance, and greater analyst following and liquidity. But the last new issue of a tracking stock took place in 2001. And few, if any, tracking stocks still trade. This study examines how and why tracking stocks have largely stopped being issued, and why so many have been dissolved either through exchanges of shares, or sales or spin‐offs of the business units with tracking stock.     

Changes in the measurement of fair value: Implications for accounting earnings

With the FASB's issue of staff position papers in 2009 and the relaxation of how fair value standards are applied, there has been a change in the practice of how fair value is measured. Since the FASB staff position papers in 2009, fair value measurement by financial institutions has increasingly relied on managerial assumptions. This study examines the impact of this change on the quality of earnings. Consistent with attribute substitution theory that emphasises reliability over relevance, we find that an apparent increase in managerial discretion in fair value measurement is associated with a higher probability of earnings management and lower earnings informativeness. The results indicate that allowing more managerial discretion in fair value measurement adversely affected the quality of financial reporting. Our study highlights the issue of reliable measurement in the debate among academics and practitioners of increasing the use of fair value accounting.