Deregulation of short selling and corporate cash dividend policy: A quasi-natural experiment from China

This study takes China’s short selling deregulation as a quasi-natural experiment, employs a sample of Chinese A-share listed firms from 2007 to 2017, and tests the impact of a short selling pilot on firms’ cash dividends using a difference-in-differences model (DID). We find that China’s short selling pilot significantly increases the pilot firms’ cash dividends. The mechanism test shows that short selling can improve the pilot firms’ cash dividends by playing a corporate governance role to restrain dual agency costs such as management fees and major shareholders’ tunneling. Furthermore, we identify that short selling restrains the behavior of “large stock dividends” and increases the cash dividends of “large stock dividends” firms. Moreover, the governance effect of short selling is complementary to the external governance environment. The higher the degree of marketization and government quality, the more significant the governance effect of short selling to increase the pilot firms’ cash dividends. This study enriches not only the research related to cash dividends in emerging economies, but also provides new empirical evidence for the evaluation of China’s short selling deregulation and offers valuable lessons to other emerging economies.     

Creditor rights and the outcome model of dividends

Using a sample of 22,374 firms from 35 countries, we examine the role of creditor rights, shareholder rights, and corporate governance in determining corporate dividend policy. We find that, while all three variables play a significant role in determining both the likelihood and the dividend amount, the effect of country-level creditor rights dominate. In subsequent analysis, we show that the outcome model is most effective in countries with strong creditor rights. When creditor rights are weak, creditors demand, and firms consent to lower dividends. These findings show that creditors, and not shareholders, exert the greatest influence over corporate dividend policy.     

Shareholder litigation and toxic releases

We examine the environmental impact of the staggered adoption of universal demand laws by 23 U.S. states between 1989 and 2005. Universal demand laws impede derivative lawsuits and thus undermine shareholder oversight of corporate environmental performance. We find that weakened litigation rights for shareholders are positively associated with the release of toxic chemicals by firms. The effect is stronger for firms with weak governance, and environmental mismanagement by firms after the passage of the laws lead to poorer financial performance. Overall, our findings imply that derivative lawsuits by shareholders are not frivolous, as is often asserted. Rather, they act as an effective mechanism of corporate governance.     

公司治理结构对财务报告品质可靠性的影响*——从盈余门坎的角度分析

研究重点在于探讨台湾上市公司治理结构是否会影响公司财务报告品质可靠性.由于台湾上市公司的核心代理问题主要来自控制股东与小股东之间的利益冲突.本文预期,控制股东会通过盈余管理达到门坎.实证结果发现,代理问题较严重的公司,裁决性应计项目较大,并会通过盈余管理跨越前期盈余门坎,造成财务报告信息可靠性降低.相较于其他类型的控制股东,具有家族色彩的控制股东较会通过盈余管理达到门坎,并降低财务信息品质可靠性.     

Corporate sustainability and institutional shareholders: The pressure of social responsible pension funds on environmental firm practices

This paper analyses the role of social responsible (SR) pension funds as influential institutional shareholders in the corporate sustainability of investee firms. We study the influence of 197 UK SR pension funds on 1,253 firms with 31 environmental, social, and governance (ESG) indicators from 2002 to 2018. According to the indicator nature, we perform logit and ordinary least square (OLS) estimations with panel error correction models to control causality. Our results show that SR pension funds significantly impact on 41.93% of the ESG indicators studied. We find that larger pension‐fund shareholding positively influences on ESG firm performance and encourages proactive behaviour towards environmental practices. Firms with larger pension‐fund shareholding are more likely to use renewable energies and disclose environmental information, increasing the firm transparency towards stakeholders. This study contributes to understand that, besides stakeholders, institutional shareholders (SR pension funds) demand sustainable development and are able to transfer important values for the society and the environment to corporate governance.     

Firm Performance,Governance Structure,and Top Management Turnover in a Transitional Economy*

abstract Recent research has argued that political and regulatory environments have a significant impact on corporate governance systems. In particular, countries with poor investor protection laws and weak law enforcement have low levels of corporate governance that manifests itself in substandard financial performance, management entrenchment, and the expropriation of minority shareholders. One implication of this research is that China will have poor corporate governance and entrenched managers as its legal system is relatively underdeveloped and inefficient. However, using data on top management turnover in China's listed firms, our results refute the prediction of entrenched management. We find evidence of very high turnover of company chairmen and there are many cases that we interpret to be forced departures. Our results show that chairman turnover is related to a firm's profitability but not to its stock returns. Turnover‐performance sensitivity is higher if legal entities are major shareholders but the proportion of non‐executive directors perversely affects it. We find no evidence that profitability improves after a change in chairman and this suggests that a firm's governance structure is ineffective as it is unable to recruit suitable replacements that can turn around its financial performance.     

Court Intervention as a Governance Mechanism over CEO Pay: Evidence from the Citigroup Derivative Lawsuit

Abstract

We use an unanticipated court ruling in a lawsuit against Citigroup claiming corporate waste related to CEO pay to analyse court intervention as an alternative governance mechanism in cases of excess pay. We find a negative relation between announcement returns and excess pay, consistent with shareholders of these firms perceiving court intervention as net costly. However, we find a positive relation between announcement returns and excess pay accompanied by poor performance, suggesting that intervention is welcome when pay is more egregious. Finally, we find that firms with excess pay and whose shareholders welcome intervention reduce future pay relative to other firms, suggesting that the threat of court intervention is a potential mechanism to control excess pay.     

Are loyalty shares an effective antidote against short‐termism? Empirical evidence from Italy

Corporate short‐termism is arguably one of the main causes of economic, social, and environmental unsustainability. This paper studies the effectiveness of loyalty shares—shares granting extra dividends or voting rights to shareholders holding them for a specified period of time—in limiting short‐termism. Although there are arguments both supporting (antidote view) and opposing (poison view) loyalty shares' effectiveness, empirical evidence on the theme is scant. By employing earnings management as a proxy for corporate short‐termism and by relying on a hand‐collected database of Italian firms, we find that loyalty shares can serve as an effective antidote against short‐termism. This study contributes to academic literature on corporate governance and accounting and informs the debate among policymakers on loyalty shares' effectiveness.     

The effect of CEO compensation structure on the early internationalization of newly public firms

This study suggests the incentive perspective as an antecedent of early internationalization. We argue that early internationalization is a risky strategy for a CEO in a relatively young firm and that a potential agency problem arises between a CEO and shareholders in such a context. By drawing on agency theory, we theorize that the CEO compensation structure plays a critical role in the early internationalization decision. In a sample of 145 newly public U.S. firms, we find that the likelihood of early internationalization is negatively associated with the CEO’s secured cash pay and positively associated with the CEO’s equity-based compensation. In addition, we find that the positive association between equity-based compensation and the likelihood of early internationalization becomes stronger as the CEO’s tenure increases. These findings show that the interest alignment between a CEO and shareholders affects the strategic decision of early internationalization. Our study contributes to the literature on corporate governance and international business by underscoring the importance of the compensation structure as a significant driver of value-creating strategic initiatives and by identifying incentive factors that spur firms to internationalize early.     

The effect of corporate governance on credit ratings: Evidence from China's bond market

This paper examines the association between firms’ corporate governance and credit ratings (both bond ratings and issuer ratings) in China. In addition to considering the financial attributes of bond issuers, we ask to what extent do credit rating agencies consider the corporate governance attributes of issuers? In concept, bondholders are concerned with the financial effects of how corporate governance resolves the agency conflicts between bondholders and managers, majority and minority shareholders, and shareholders and bondholders. We find that corporate governance affects bond issuer credit ratings in China. After controlling for firms’ financial attributes, we find that issuer ratings are positively related to dual‐listing, whether the firm is a state‐owned enterprise, the ownership of the second to the tenth largest shareholder; and negatively related to the relative scale of audit fees. We attribute the positive association between dual‐listing and credit rating to higher quality and transparency of information reported by the dual‐listed firm. The value to bondholders of the implicit government guarantee of debt payments more than offsets the negative association between firm value and being an SOE. Bond rating agencies expect that the change in agency costs with a reduction in the ownership of the largest shareholder benefits bondholders. To credit rating agencies, the scale of audit fees (relative to total assets of the accounting firm) signals interest binding between the client firm and the accounting firm that threatens the independence of auditing and the quality of financial reporting. We also find that bond‐specific attributes: collateral and issue size, are positively related to bond credit ratings.     

独立董事对家族高管薪酬治理效应分析

高管薪酬契约是现代公司治理结构中的重要组成部分,是所有者用于减轻代理成本的一种手段.通过选取2009-2010年家族类上市公司492家和国有上市公司521家,实证结论表明:家族类上市公司与国有上市公司相比,家族高管薪酬比国有企业高管薪酬水平平均要高,并且薪酬业绩敏感性低;独立董事作为保护外部中小股东利益的监督机制,与国有企业相比,家族企业的独立董事对高管(家族高管)薪酬治理作用更为有限;这一结论表明,独立董事监督作用的发挥还需一个合适的治理环境.     

Are All Private Benefits of Control Ineffective? Principal–Principal Benefits,External Governance Quality,and Firm Performance

Private benefits of control (PBC) are benefits that controlling shareholders consume, but that are not shared with minority shareholders. Research focusing on the value protection role of corporate governance typically frames PBC as principal–principal (PP) agency costs, and interprets them as a form of minority shareholder expropriation that decreases firm performance. Taking a value creation perspective of corporate governance, however, we propose a more nuanced role for PBC. Specifically, we see them also as PP agency benefits that compensate controlling shareholders for their monitoring and advisory services, which can increase firm performance. Since both PP costs and benefits affect firm performance, we theorize that PBC enhance firm performance at a diminishing rate. Furthermore, we show that the effect of PBC on firm performance is more positive when country‐level external governance mechanisms are strong.     

Stock-market reaction to growth-induced dividend cuts: Are investors myopic?

This paper focuses on shareholder reaction to growth-motivated dividend cuts and omissions. The results reveal that although growth announcements mitigate the capital loss induced by dividend decreases, the stockmarket response to growth-oriented dividend cuts is still strongly negative. However, the capital loss suffered by investors is significantly reduced when dividend cuts are accompanied with stock dividends. Two potential explanations of the results are explored: (1) shareholders find the immediate benefits of stock dividends more attractive than the potentially higher future rewards of investment opportunities; and (2) shareholders overreact to dividend announcements. Analysis of the performance of the firms for two years following the dividend cut indicates weak support for the overreaction hypothesis.     

监督还是干扰:中小股东积极主义与企业财务风险

本文采用2009至2018年我国A股上市公司数据,实证检验了中小股东参与公司治理对企业财务风险的影响以及相应的作用机理。研究发现,中小股东参与公司治理降低了企业的财务风险。中介效应检验结果表明,中小股东参与公司治理通过监督管理层和约束控股股东影响了企业财务风险。进一步研究发现,相对于其他企业,在信息环境和法律环境较差的企业中,中小股东参与公司治理对财务风险的抑制作用更加显著。本文结论不仅验证了中小股东参与公司治理的有效性,还发现了中小股东积极主义与外部环境的替代效应,为鼓励中小股东参与决策、完善公司治理机制、保护中小投资者利益提供了一定的参考依据。     

会计盈余及时性特征与公司治理机制内生实证研究

本文通过考查深圳和上海证券交易所中的657家上市公司的治理机制代理变量,与会计盈余及时性指标之间截面数据相关关系,探讨治理机制是否随会计盈余及时性而变化。结果发现:董事对高成本信息收集和整理的需求与会计系统信息的有用性是倒数关系,外部股东对高成本信息收集和整理的需求与会计系统信息的有用性成正比;会计系统信息有用性的重要决定因素是解释股权价值现时变化的程度;以高成本的监督活动为特点的特殊治理结构是股东和董事对高成本信息收集和整理需求的反映。研究结果为进一步对会计的其他经济影响和后果研究提供启示。     

Influential ownership and capital structure

This paper explores the relation between ownership structures and capital structures in Russia—an economy with a state‐run banking sector, weak corporate governance, and highly concentrated ownership. We find that firms with the state as controlling shareholder have significantly higher leverage than firms controlled by domestic private controlling shareholders other than oligarchs. Both firms controlled by the state or oligarchs finance their growth with more debt than other firms. Profitability is negatively related to leverage across all types of controlling owners, indicating a preference for internal funding over debt. The results indicate that firms with owners that have political influence or ties to large financial groups enjoy better access to debt. Copyright © 2009 John Wiley & Sons, Ltd.     

Are Related‐Party Sales Value‐Adding or Value‐Destroying? Evidence from China

Prior literature provides mixed and relatively little evidence on the economic consequences of related‐party transactions. We examine a hitherto underexplored issue of whether transactions among firms within the same business group increase or reduce firm value. Using a large sample of Chinese listed firms, we find that related‐party sales increase firm value. However, this value enhancement disappears for firms with (i) large percentage of parent directors, (ii) high government ownership, or (iii) tax avoidance incentives that often couple with management's rent extraction activities. Although we find that intragroup sales improve firm value in general, we also find that corporate insiders use intragroup sales to deprive value from minority shareholders. Overall, our findings highlight the interplay between ownership structure and tax avoidance incentives in determining the economic consequences of related‐party transactions.     

控制权收益的经济学分析

本文从控制权收益的含义对其进行经济学的分析,我们认为现金流权与控制权的偏离,是产生控制权收益的一般原因,控制权收益是一种产权公共领域中的攫取行为。同时,从控制性股东与其它股东的契约博弈看,政府的有效监管以及提高控制性股东掠夺行为的经济成本与法律风险,是抑制控制权收益、保护中小股东等利益相关者的重要手段。     

Environmental,social and governance disclosure and default risk

We investigate whether environmental, social and governance (ESG) disclosure is related to default risk. Using a sample of US nonfinancial institutions from 2006 to 2017, we find that ESG disclosure is positively related to Merton's distance to default and is negatively related to the credit default swap spread, which suggests that firms with a higher ESG disclosure have lower default risk. Our analysis further indicates that the inverse effect of ESG disclosure on default risk is through increased profitability and reduced performance variability and cost of debt. We also document that the negative impact of ESG disclosure on default risk is existent only for mature and older firms. These results are important for all stakeholders of firms, including shareholders and bondholders to consider firm's ESG disclosure in conjunction with life cycle stage before making their investment decisions.     

Reputation and Corporate Social Responsibility Aberrations,Trends, and Hypocrisy: Reactions to Firm Choices in the Stock Option Backdating Scandal

Drawing on strategic corporate social responsibility (CSR) and reputation theory, this paper examines the market reaction to firm disclosures of involvement in the US stock option backdating scandal. We examine how a firm's prior signals regarding ethical behaviour and values, as demonstrated through CSR initiatives, may both ameliorate and exacerbate market reactions. CSR initiatives may buffer a firm against general wrong‐doing but expose it to greater scrutiny and sanction for related wrong‐doing. Our results show that firms with enhanced overall reputations for CSR are partially buffered from scandal revelations. However, we find that when firms possess an enhanced reputation for CSR associated with corporate governance, violations pertaining specifically to governance are viewed as hypocritical and more harshly sanctioned. We also find lower and negative market reactions for firms that delay but self‐disclose their involvement in the scandal. The study extends the emergent, related literatures on strategic CSR and reputation management, and documents dynamics in the relationship between corporate social and financial performance.