CORPORATE GOVERNANCE AND CAPITAL STRUCTURE DYNAMICS: AN EMPIRICAL STUDY

Consistent with theoretical predictions, we find that both a higher level of financial leverage and a faster speed of adjustment of leverage toward the shareholders' desired level are associated with better corporate governance quality as defined by a more independent board featuring CEO–chairman separation and greater presence of outside directors, coupled with larger institutional shareholding. In contrast, managerial incentive compensation on average discourages use of debt or adjustments toward the shareholders' desired level, consistent with its entrenchment effect. The effect of corporate governance on leverage adjustments is most pronounced when initial leverage is between the manager's desired level and the shareholders' desired level where the interests of managers and shareholders conflict.     

SIMULTANEOUS DEBT AND EQUITY ISSUES AND CAPITAL STRUCTURE TARGETS

Numerous empirical studies find evidence that managers behave as if they pursue target debt ratios. A possible alternative to the use of conventional, separate issuances of debt and equity to effect desired adjustments toward a target ratio is the simultaneous issuance of such securities. We extend prior research on such issues by exploring their use in the pursuit of capital structure targets. We find that the issuance of securities in general and the use of simultaneous issues of debt and equity in particular are at least partially influenced by where a firm's capital structure is relative to the average position in its industry. Further, shareholders' reactions to the announced plan to issue and to the issuance of securities are influenced, in part, by whether the issue moves the firm toward or away from the average capital structure in the industry. We also find evidence that the infrequent use of simultaneous issues relative to unaccompanied debt and equity issues is explained by their comparative flotation costs.     

Good growth,bad growth: Market reaction to capital raising for REIT expansion

When a firm issues security to finance its growth, how does the market react and do investors differentiate between good and bad growth? By manually reading the intended use of proceeds of each security offering of U.S. REITs during 2000–2020, we classify whether the proceeds are used for expansionary or other purposes and analyze whether security offerings that are used to finance sub-optimal growth matter for shareholders' wealth. Adopting an event study method, we find that the expansionary use of proceeds does not affect shareholders' wealth following a debt offering announcement. However, when we distinguish good growth from bad growth, we find that debt financing used for good growth is associated with an increase in shareholders' wealth (+1.734% abnormal return in the 5-day event window) and debt financing used for bad growth is associated with a decrease in shareholders' wealth (−0.563% abnormal return in the 5-day event window). For equity offering announcements, on average, neither the expansionary use of proceeds nor the nature of growth significantly affects shareholder wealth.     

股东会与董事会职权分野的管制与自治——以公司章程在公司分权中的地位和作用为视角

从国美案中董事会推翻股东会决议这一不同寻常的事件引出问题,以公司章程在公司分权中的地位和作用为落脚点,分析股东会和董事会在职权分野中的管制与自治之维。并通过对章程自治与公司法管制的矛盾阐述,以及对公司法第38条和47条兜底条款的限制性解读,论证了法定分权的互补性对于理解公司治理体制的动态特征是非常关键的,章程治理必须在其中寻找边际平衡。     

Non-controlling large shareholders in emerging markets: Evidence from China

Non-controlling large shareholders play an important role in corporate governance in emerging markets where controlling shareholder expropriation is a major concern. We argue that non-controlling large shareholders are faced with two non-conflicting incentives: to take advantage of their information advantage and obtain positive abnormal returns when they trade company shares, and to serve as effective monitors and minimize controlling shareholders' appropriation of company wealth. Using a sample of large shareholders' selling events upon the expiration of the lockup period following the split-share structure reform in China, we find that non-controlling large shareholders successfully time the market, as shown by their positive abnormal returns when selling their shares. Their returns are higher if they have a greater information advantage. Furthermore, the positive returns of the controlling large shareholder are negatively related to non-controlling large shareholders' ownership, suggesting that non-controlling large shareholders play a monitoring role and prevent controlling shareholders from looting the company. We also show that large shareholders affiliated with the controlling shareholders are not subject to as high a level of monitoring as those controlling shareholders are. Furthermore, both firm opaqueness and the severity of agency cost affect the quality of non-controlling large shareholders' monitoring.     

Do Board Characteristics Influence the Shareholders' Assessment of Risk for Small and Large Firms?

This paper investigates the association between board characteristics and shareholders' assessment of their exposure to economic and agency risks as reflected in the volatility of stock returns. Our hypotheses incorporate prior evidence that small and large firms have ‘dramatically’ different board structures, reflecting the firms' different monitoring and advising needs. We hypothesize and find evidence that only the shareholders of well‐established large firms are able to generate positive net benefits, in the form of lower equity risk, from independent boards and well‐connected independent directors with multiple directorships. We also find professional and formal industry degree qualifications on the board are associated with shareholders' risk assessment for some small firms consistent with the focus of small firms on building growth and scale. While we find evidence that formal industry professional affiliations (weak evidence) and MBAs provide benefits for the shareholders of large firms, there is limited evidence that financial expertise on the board systematically influences shareholders' risk assessments for small or large companies. The key conclusion from the evidence in this paper is that a ‘one size fits all’ approach to governance in relation to the board of directors may not meet the diverse needs of companies at different stages of economic development.     

Shareholders' control rights,family ownership and the firm's leverage decisions

We investigate the association between controlling shareholders' ownership (CS_Own) and firms' leverage decisions in the Singaporean context. We examine whether the impact of ownership concentration on leverage differs across excess and lower control. We report that shareholders with excess control prefer leverage financing for an optimal capital structure and focus on value maximisation rather using leverage as a tool of minority shareholders' expropriation. Our analysis shows that firms capital structure significantly influences by the coalition of shareholders particularly decisions about leverage financing in addition to the firms' specific characteristics and institutional arrangements. Our empirical evidence shows that controlling shareholders with a lower fraction of equity are more concerned about limited holding thus prefer leverage over equity financing to inflate their equity stake to protect them from the potential takeovers and mergers. We report that capital structure decisions in Singapore are linked with the trade-off between the controlling shareholders' target of mitigating firm risk and their non-dilution entrenchment needs. Further, we found an inverted U-shaped association between control ownership and leverage financing. In terms of moderating effect of family-controlled ownership, our findings exhibit that leverage financing is less pronounced for family firms in Singapore due to the under-diversified investment portfolio.     

Do controlling shareholders' expropriation incentives imply a link between corporate governance and firm value? Theory and evidence

We develop and test a model that investigates how controlling shareholders' expropriation incentives affect firm values during crisis and subsequent recovery periods. Consistent with the prediction of our model, we find that, during the 1997 Asian financial crisis, Asian firms with weaker corporate governance experience a larger drop in their share values but, during the post-crisis recovery period, such firms experience a larger rebound in their share values. We also find consistent evidence for Latin American firms during the 2001 Argentine economic crisis. Our results support the view that controlling shareholders' expropriation incentives imply a link between corporate governance and firm value.     

Corporate diversification,refocusing and shareholder voting

We examine if shareholders' attitude towards firm diversification strategy is revealed in their votes on management-initiated acquisition and divestment proposals using data on voting by shareholders of UK public firms between 1997 and 2019. We find that voting dissent is higher for diversifying acquisitions and lower for refocusing divestments, especially when these involve diversified firms. We also find a negative relationship between diversification premium and voting dissent. Our results provide evidence that diversification characteristics of firms and deals have a significant impact on shareholders' dissent in acquisitions and divestments.     

资金占用、股价暴跌风险对信息透明度的影响研究

以1999-2014年中国 A 股主板上市公司为研究样本,考量资金占用、股价暴跌风险对信息透明度影响。结果表明：大股东的资金占用程度越高,越容易给公司股价带来暴跌风险;股价发生暴跌后管理层采取相应策略改善形象,提高公司信息透明度。鉴此,投资者应利用大股东资金占用、股价暴跌与信息透明度之间的逻辑关系,构建投资套利组合;同时监管者需加强对大股东资金占用和信息透明度的监管,保护中小投资者利益。     

Large Shareholders,the Board of Directors and the Allocation of Cash Proceeds from Corporate Asset Sell‐offs

Recent finance literature suggests that managers of divesting firms may retain cash proceeds from corporate asset sell‐offs in order to pursue their own objectives, and, therefore, shareholders' gains due to these deals are linked to a distribution of proceeds to shareholders or to debtholders. We add to this literature by examining the role of various corporate governance mechanisms in the context of the allocation of sell‐off proceeds. Specifically, we examine the impact of directors' share‐ownership and stock options, board composition and external large shareholdings on (1) shareholders' abnormal returns around asset sell‐off announcements, and (2) managers' decision to either retain or distribute (to shareholders or to debtholders) sell‐off proceeds. We find that non‐executive directors' and CEO's share‐ownership and stock options are related to shareholders' gains from sell‐offs for firms that retain proceeds. However, corporate governance mechanisms are not significantly related to shareholders' gains for firms that distribute sell‐off proceeds. Furthermore, we find that the likelihood of a distribution of proceeds, relative to the retention decision, is increasing in large institutional shareholdings, executive and non‐executive directors' share‐ownership and non‐executive representation in the board.     

Tender Offers and Target Management Responses: Managerial Entrenchment Versus Stockholder Interest Revisited

Defensive actions by managements facing hostile tender offers have generally been interpreted as entrenchment-oriented behavior. In this paper, longitudinal wealth effects on target firm stockholders are examined for the 1978–1985 period. The sample of firms where target management resists the tender offer registers significantly higher post-tender offer announcement gains as compared to the sample of firms where target management remains passive. The evidence appears to support the stockholder interest hypothesis.     

Choice of acquisition form in Australia and the post‐takeover employment of target firm directors on the acquiring firm board

In Australia, a corporate acquisition can be structured as either a scheme of arrangement or a takeover. We investigate the association between deal structure and the retention of target directors on the merged entity board. We find that the odds of a target director subsequently sitting on the merged entity's board are significantly higher in schemes. The results also show that premiums are lower in schemes of arrangement when additional target directors are appointed to the board of the acquiring firm. The findings indicate that target director appointment is unrelated to the merged entity's post‐acquisition performance.     

Dividend payouts and catering to demands: Evidence from a dividend tax reform

Utilizing the 2012 dividend tax reform in China, this paper examines how firms make dividend payout decisions that cater to the controlling shareholders' demand, especially when controlling shareholders and outside minority shareholders have different dividend preferences. We find that firms increase dividend payouts when controlling shareholders demand higher dividends after the dividend tax reform. In particular, firms pay higher dividends when facing increased demand from controlling shareholders than when the demand is from minority investors. In addition, we find that firms that increase dividend payments due to the controlling shareholders' demand subsequently have more debt financing and poorer firm performance, suggesting that catering to the demands from controlling shareholders is subject to the Type II agency problem.     

An international study of shareholder protection in freeze-out M&A transactions

Freeze-out M&A transactions are those initiated by controlling shareholders to acquire minority shareholders' ownership in the firm. We compare international freeze-out mergers in 35 countries in merger premium, choice of payment, and completion probability. We find greater merger premium and probability of cash payment but lower deal completion rates in countries with stronger minority shareholder protection. Using detailed minority shareholder protection indexes, we find some evidence that the ex-post anti-self-dealing law enforcement is more important than the ex-ante anti-self-dealing law regulation in protecting minority shareholder value. Our study provides new evidence of minority shareholder protection in the setting of conflicts of interest between majority and minority shareholders.     

„Insuring the Agents“ – Managerdisziplinierung und Rolle der D&;O-Versicherung als Instrument der Corporate Governance

Directors' and officers' (D&;O) insurance can play an important role in disciplining managers in the interest of the shareholders' goals. I investigate the current status of the discussion on D&;O insurance in Germany and the role of D&;O insurance as well as D&;O insurers as a corporate governance instrument. Using the agency theory, the paper argues that shareholders of large German corporations delegate the monitoring to the board (Aufsichtsrat), to the independent auditor, but also to D&;O insurers. Given the German Managed Governance system with a traditionally high degree of debt financing and bank control, the monitoring role of the D&;O insurers can therefore be interpreted as being similar to creditor monitoring.     

Impact of share pledging by controlling shareholders on firm value in the context of China's tightened regulatory reforms

This study investigates the effect of the 2018 regulatory reforms of share pledging by a controlling shareholder on firm value in China. Using a dataset spanning the period 2015 to 2020, we provide robust results suggesting that tighter regulations effectively reduce firms' crash risk, relax financial constraints, reduce bankruptcy risk, and mitigate the controlling shareholder expropriation of minority shareholders' wealth via tunnelling. Additionally, controlling shareholders, by investing more pledged funds in the listed firm after reforms, foster capital investment and R&D expenditure, which benefit firm growth and competitiveness and ultimately increase firm long-term value.     

Organization Capital and the Cross‐Section of Expected Returns

Organization capital is a production factor that is embodied in the firm's key talent and has an efficiency that is firm specific. Hence, both shareholders and key talent have a claim to its cash flows. We develop a model in which the outside option of the key talent determines the share of firm cash flows that accrue to shareholders. This outside option varies systematically and renders firms with high organization capital riskier from shareholders' perspective. We find that firms with more organization capital have average returns that are 4.6% higher than firms with less organization capital.     

Corporate Governance and Firm Performance in Iran

This study uses data from companies listed in the Tehran Stock Exchange (TSE) for the years 2005–2006 to investigate the role of corporate governance indices on firm performance. We use board size, board independence, board leadership and institutional investors on the board as corporate governance indices and EPS, ROA and ROE as firm performance surrogates. Our regression results show that board size is negatively associated with firm performance. Moreover, the presence of outside directors strengthens the firms' performance. We find, however, no relationship between leadership structure and firm performance. Likewise, the presence of institutional investors on the board of directors is not positively associated with firm performance.     

Further empirical evidence on block transactions below the MBR: the Spanish market

There is a relatively unknown market for partial control or corporate influence in Spanish listed firms, where the control transaction size is below the legal threshold that triggers a mandatory tender offer, as this kind of deal looks for exercising some degree of control, but not a full control. The goal of this paper is to go further in its empirical analysis by exploring its distinguishing features, using as the criterion to define its transactions obtaining a seat in the board of directors. We find that these deals are mainly located in the segment of the market of large trades where the rules for private negotiations are easier to implement; the size of the block is relatively large and it is negotiated as a whole block. Besides, the most common buyer has no previous stake in the firm. We find no evidence that the buyers pay, in median, for a seat on the board of directors, but the variability of the premiums for those blocks is higher and shows that buyers that had no control position in the target firm pay more for being among largest shareholders (partial control) and less for not being among them (influence).