How Much Does Ownership Form Matter?

Research summary : Previous studies have emphasized firm and industry effects on variation in firm performance, but the relationship between forms of ownership and firm performance has been the focus of limited research. This article examines the extent to which ownership form (i.e., public or private ownership) and ownership structure (including diffused ownership and blockholding) affect firm performance. The results of an analysis of 30,525 European Union (EU) firms indicate that form of ownership is an important explanatory factor in the difference in performance among firms. These results underscore the need to study firms characterized by different ownership arrangements and to provide empirical evidence for the study of firm ownership in strategic management. Managerial summary : Motivated by growing evidence on the involvement of different types of owners in the strategies of firms, we studied the extent to which a firm's ownership form (type of legal incorporation, such as public and private ownership forms) and ownership structure (diffused ownership and blockholding) affect its performance. Our study of more than 30,000 firms from the European Union shows that ownership form differences explain some of the performance differences between firms. Our results also indicate that firms with different ownership forms are differently affected by their competitive environment. Overall, the study suggests that choosing the right ownership form can have important strategic consequences. Copyright © 2017 John Wiley & Sons, Ltd.     

Merger Incentives and the Failing Firm Defense

The merger incentives between profitable firms differ fundamentally from the incentives of a profitable firm to merge with a failing firm. We investigate these incentives under different modes of price competition and Cournot behavior. Our main finding is that firms strictly prefer exit of the failing firm to acquisition. This result may imply that other than strategic reasons, like economies of scale, must be looked for to understand why firms make use of the failing firm defense. However, when products are sufficiently heterogenous, we find that (i) the failing firm defense can be welfare enhancing and (ii) a government bail‐out increases total welfare when the number of firms is sufficiently low.     

Who does private equity buy? Evidence on the role of private equity from buyouts of divested businesses

Research Summary: We examine the role of nonventure private equity firms in the market for divested businesses, comparing targets bought by such firms to those bought by corporate acquirers. We argue that a combination of vigilant monitoring, high‐powered incentives, patient capital, and business independence makes private equity firms uniquely suited to correcting underinvestment problems in public corporations, and that they will therefore systematically target divested businesses that are outside their parents’ core area, whose rivals invest more in long‐term strategic assets than their parents, and whose parents have weak managerial incentives both overall and at the divisional level. Results from a sample of 1,711 divestments confirm these predictions. Our study contributes to our understanding of private equity ownership, highlighting its advantage as an alternate governance form. Managerial Summary: Private equity firms are often portrayed as destroyers of corporate value, raiding established companies in pursuit of short‐term gain. In contrast, we argue that private equity investors help to revitalize businesses by enabling investments in long‐term strategic resources and capabilities that they are better able to evaluate, monitor, and support than public market investors. Consistent with these arguments, we find that when acquiring businesses divested by public corporations, private equity firms are more likely to buy units outside the parent's core area, those whose peers invest more in R&D than their parents, and those whose parents have weak managerial incentives, especially at the divisional level. Thus, private equity firms systematically target those businesses that may fail to realize their full potential under public ownership.     

Increasingly Marginal Utilities: Diversification and Free Cash Flow in Newly Privatized UK Utilities

This article was the experience of the newly privatized UK utilities as a unique natural experiment to explore aspects of the life cycle/free cash-flow hypothesis of Dennis Mueller and Michael Jensen. It demonstrates that in their immediate post-privatization, regulated environment the UK utilities experienced severe attenuation of all the principal forms of corporate governance, while remaining substantial cash generators but with limited scope for core business growth. It shows that the firms responded with a rapid – and apparently unsuccessful – expansion of non-core activities. The article then uses a two-way random effects panel design and finds substantial and robust support for the maintained hypothesis that (lagged) cash-flow drove diversification. The results also generate clear implications for privatization policy. In particular, they suggest that the incentive benefits anticipated from substituting private for government ownership may become distorted if the managements of newly privatized enterprises are sheltered from the regular disciplines of corporate governance.     

State ownership, firm size, and Chinese firms’ entry mode choices

Based on the strategy tripod perspective, this study intends to examine the independent and joint effects of state ownership and firm size on Chinese firms’ choices between greenfield and acquisition, and between full and partial ownership. Using secondary data of a sample of 150 firms with 473 entries, we find that state ownership and firm size independently and jointly have impacts on entry mode choices. Our findings provide some support to the strategy tripod perspective, which treats institutions as independent variables and considers strategic choices as the outcome of the interactions between institutions and organizations.     

Delegation of Regulation*

We discuss a government’s incentives to delegate regulation to bureaucrats. The government faces a trade-off in its delegation decision: bureaucrats have knowledge of the firms in the industry that the government does not have, but at the same time, they have other preferences than the government. The preference bias and the private information interact to affect the incentives to delegate regulation. Allowing for constrained delegation, we introduce the concepts of weak and strict delegation. We find that bureaucratic discretion reduces with bureaucratic drift, while the effect of increased uncertainty about the firm’s technology depends on how that uncertainty changes.     

Privatization,corporate control and regulatory reform: the case of Telefonica

This study analyzes the interaction of agency problems in public policy and of agency problems inside the firm: it investigates the case of a large privatized firm subject to many policy constraints. The last steps of Telefonica's privatization were designed to promote a dispersed ownership and give managers a high level of discretion in running the company. This effectively created an agency problem inside the firm. There were no powerful shareholders to constrain the managers, and the threat of a takeover was not a credible one, since the government kept a golden share. There is no overall evidence of capture of politicians and regulators by managers in the interest of shareholders, although evidence suggests the existence of collusion between politicians and managers. The authors interpret the political interference with the firm's control (a well-documented phenomenon both in this study and in the cross-country literature on privatization; e.g. political ends in privatization, influence in appointments, golden shares) as the most visible part of such collusion. Liberalization and multi-level regulation will likely make any type of collusion or capture more difficult in the future.     

Family ownership and firm performance: Influence of family management,family control,and firm size

This study examines the relationship between family ownership and firm performance by considering the influence of family management, family control, and firm size. Using proxy data of 786 public family firms in Taiwan during 2002–2007, this study found that family ownership is positively associated with firm performance. The positive association is strong particularly when family members serve as CEOs, top managers, chairpersons, or directors of the firms; however, the association becomes weak when family members are not involved in firm management or control. The findings suggest that the potential family-ownership effects are more likely to be realized when family ownership is combined with active family management and control. In addition, the association between family ownership and firm performance is stronger in small- and medium-sized enterprises (SMEs) than in large companies.     

X-Inefficiency,Competition and Market Information

Whether competition forces firms toward efficient behaviour is an open question. We consider a duopoly with firms run by managers and affected by adverse selection on costs. In contrast to recent literature, we point out that, to have a genuine effect on firm X-inefficiency, competition must change managerial incentives. By introducing the availability of some signal on the rivals' behaviour we show that, if costs are correlated, the contractual use of that signal can render private managerial information uninfluential. This result stresses the informational role of the market and suggests scope for future work.     

Windfalls of emperors' sojourns: Stock market reactions to Chinese firms hosting high‐ranking government officials

Research summary: We contribute to the corporate political activity (CPA ) literature by showing that investors value companies that host visits of high‐ranking government officials (P resident and P remier). We argue that investors may value host official visits for two reasons: (1) the signal received about possibility of firm accessing government‐controlled resources via promotion or protection; and (2) the certification effect from such high‐powered visitors elevating the firm's reputation and legitimacy. Results from an event study analysis of 84 high‐ranking government official visits in C hina from 2003 to 2011 indicate that investors responded positively to host firms as reflected by stock market performance. Furthermore, the greatest positive reactions accrued to firms experiencing weaker prior period financial performance and to firms that are privately compared to state‐controlled . Managerial summary: Do visits by high‐ranking government officials influence firm stock market performance? Studying a sample of C hinese public firms that hosted 84 visits by the C hinese P resident and the P remier from 2003 to 2011, we find that investors reacted positively to such visits compared with a group of non‐host firms from the same industry and with similar financial performance and size. In addition, firms with weaker prior financial performance and private firms benefit the most from hosting such visits. Our findings imply that hosting visits of high‐ranking government officials can signal future government‐controlled resource inflows and boost host firms' reputation and legitimacy . Copyright © 2016 John Wiley & Sons, Ltd.     

Anatomy of a public-private partnership: Hold-up and regulatory commitment in Ultrafast Broadband

In recent years, the preference for purely private funding and ownership of telecommunications networks has given way to a ‘new wisdom’ that some form of public funding is now likely necessary if faster and more capacious next generation access (NGA) networks are to be constructed in a timely fashion for the majority of the population. Policy-makers are charged with deciding how that public investment will take place. One approach is via Public-Private Partnerships (PPPs), where public and private actors collaborate in UFB (Ultrafast Fibre Broadband) investment, construction and operation. However, the body of analysis of PPPs in NGA networks to guide policy-makers is scant.By using the concept of regulatory commitment, the paper compares the experiences gained in a hold-up situation in PPPs in other infrastructures (e.g. roading) with the UFB context. A case study of New Zealand's Ultrafast Fibre Broadband Initiative is used to draw new insights for government purchasers and regulatory agencies. In comparing the different forms of PPPs, the paper shows that UFB PPPs reverse the typical direction of financing and ownership observed in roading PPPs. Financing and asset ownership are separated in UFB PPPs, increasing the potential for misalignment of incentives and the likelihood that the public party can use its legislative powers to alter regulatory settings after the PPP contract is signed, and thereby hold up the private party once existing network assets are sunk. Whilst the government instigating the PPP may not be inclined to act opportunistically, a successive government facing different political priorities does not face the same incentives. To the extent that the private party can anticipate this risk, it should structure the initial agreement to ensure that the public party is penalised if such an event occurs (i.e. an automatic right to favourable renegotiation or payment of compensation). Such terms will discourage opportunism, so that the project benefits from time-consistent alignment of incentives and objectives.     

Sorting things out: valuation of new firms in uncertain markets

New business models combined with a lack of objective operating data result in significant information asymmetry and uncertainty in the valuation of new firms in emerging markets. Information asymmetry increases the risks of both adverse selection and moral hazard. When traditional differentiators of firm quality are lacking, such as in emerging economic sectors, markets may turn to secondary information sources to filter and sort firms. We investigate the roles played by observable corporate governance characteristics as indirect indicators of new firms' potential qualitative differences. Markets may sort firms based on such characteristics because they are perceived to be correlated with desired but unobservable characteristics and actions and they lower the risks of both adverse selection and moral hazard. Our study of publicly traded U.S. Internet firms found that firm market valuation was strongly associated with corporate governance characteristics (e.g., executive and director stock‐based incentives, institutional and blockholder stock ownership, board structure, and venture capital participation). In addition, firm age moderated how markets used some quality proxies to determine firm valuation during the post‐IPO period. Copyright © 2003 John Wiley & Sons, Ltd.     

Are family ownership and control in large firms good,bad, or irrelevant?

Family ownership and control play an important role in large firms in Asia. There is a puzzle regarding the relationship between concentrated family ownership and control on the one hand and firm performance on the other hand. Three positions suggest that such concentration may be good, bad, or irrelevant for firm performance. This article reports two studies to shed further light on this puzzle. Study 1 uses 744 publicly listed large family firms in eight Asian countries (Hong Kong, Indonesia, Malaysia, Philippines, Singapore, South Korea, Taiwan, and Thailand) to test competing hypotheses on the impact of family ownership and control on firm performance. On a country-by-country basis, our findings support all three positions. On an aggregate, pooled sample basis, the results support the “irrelevant” position. Using 688 firms in the same eight countries, Study 2 endeavors to answer why Study 1 obtains different results for different countries. We theorize and document that Study 1 findings may be systematically associated with the level of (minority) shareholder protection afforded by legal and regulatory institutions. Study 2 thus provides critical insights on a cross-country, institution-based theory of corporate governance.     

CEO career horizon,corporate governance,and real options: The role of economic short‐termism

Research Summary: Combining studies on real options theory and economic short‐termism, we propose that, depending on CEOs’ career horizons, CEOs have heterogeneous interests in strategic flexibility, and thus, have different incentives to make real options investments. We argue that compared to CEOs with longer career horizons, CEOs with shorter career horizons will be less inclined to make real options investments because they may not fully reap the rewards during their tenure. In addition, we argue that long‐term incentives and institutional ownership will mitigate the relationship between CEOs’ career horizons and real options investments. U.S. public firms as an empirical setting produced consistent evidence for our predictions. Our study is the first to theoretically explain and empirically show that a CEO's self‐seeking behavior will impact real options investments. Managerial Summary: This article helps to explain how a CEO's self seeking‐behavior may shape a firm's real option investment, which could result in different level of strategic flexibility. We argue that CEOs with short career horizons have less time to exercise their firms’ real options, which should lower the investments in the firms’ real options portfolios relative to CEOs with long career horizons. We study a sample of U.S. public firms and find strong evidence that a CEO's expected tenure in the firm is positively related to the real options investments at the firm level. We find that this agency issue can be mitigated by adopting appropriate corporate governance mechanisms such as long‐term incentives and institutional investors.     

民营化为何不能改善公司经营绩效——国光瓷业民营化的案例研究

本文以国光瓷业民营化为例,研究发现公司业绩并没有在“国退民进”之后表现出极大改善,相反正在急剧恶化。我们运用产权理论详细分析了民营化前后的所有权安排,指出民营化后的所有权安排并没有显著改善。基于这种所有权安排的控制权收益是导致公司业绩恶化的直接原因,“国有”时期的控制权收益体现在上市公司为政府的多元化经营目标服务,偏离了企业以盈利为导向的经营目标,而“民营”时期的控制权收益则体现为民营股东从上市公司转移资源。因此,通过完善证券市场的基础法律环境,约束甚至严惩控股股东获取控制权收益,是保证国有上市公司“国退民进”取得成功的基础。     

Strategic procurement, openness and market structure

We examine strategic procurement behaviour by governments and its effect on market structure in sectors, such as defence and pharmaceuticals, where the government is the dominant consumer. In a world economy with trade between producer countries, and between producers and non-producers, we use a modified Dixit–Stiglitz utility function with an independent taste for variety. There is free entry and exit by firms, but by anticipating their participation constraint governments can indirectly choose the number of domestic firms and their size through its choice of procurement price. Unlike the standard model with no independent taste for variety and no external sector of non-producer countries, there are incentives for subsidies, openness impacts on industrial structure and procurement coordination between producer countries affects firm numbers.     

我国企业人力资源管理模式与所有制类型之间的关系研究

本文通过比较分析发现传统国有企业与民营企业在人力资源管理的基础工作和企业内部程序公平两个方面都显著落后于外资企业,传统国有企业在工作组织方式和外部人才引进两个方面都显著落后于民营企业与外资企业。进一步分析发现我国企业人力资源管理模式内部政策措施之间存在着结构性失调现象,揭示出我国企业人力资源管理模式与所有制性质之间的关系反映了权变主义和制度环境的联合影响。     

Acquisitions of private vs. public firms: Private information,target selection,and acquirer returns

The acquisition of privately held firms is a prevalent phenomenon that has received little attention in mergers and acquisitions research. In this study, we examine three questions: (1) What drives the acquirer's choice between public and private targets? (2) Do acquisitions of private targets elicit a more positive stock market reaction than acquisitions of public targets, which, on average, destroy value for acquirers' shareholders? (3) Do acquirers gain when their selection of a public or private target fits the theory? In this paper, we argue that the lack of information on private targets limits the breadth of the acquirer's search and increases its risk of not evaluating properly the assets of private targets. At the same time, less information on private targets creates more value‐creating opportunities for exploiting private information, whereas the market of corporate control for public targets already serves as an information‐processing and asset valuation mechanism for all potential bidders. Using an event study and survey data, we find that: (1) acquirers favor private targets in familiar industries and turn to public targets to enter new business domains or industries with a high level of intangible assets; (2) acquirers of private targets perform better than acquirers of public targets on merger announcement, after controlling for endogeneity bias; (3) acquirers of private firms perform better than if they had acquired a public firm, and acquirers of public firms perform better than if they had acquired a private firm. These results support the expectation that acquirer returns from their target choice (private/public) are not universal but depend on the acquirer's type of search and on the merging firms' attributes. Copyright © 2007 John Wiley & Sons, Ltd.     

Solving the innovation problem in state-owned firms: The role of entrepreneurial orientation and high-commitment HR practices

Due to the inefficiency in utilizing the rich resources they have, state-owned firms in China are generally not competitive as private firms in developing innovation-related organizational capabilities. This study contributes to the existing literature by identifying an alternative mechanism that can potentially explain the negative association between state ownership and innovation capability. Specifically, this study suggests that state-owned firms have less competitive advantage in innovation because they lack entrepreneurial orientation. To provide a potential solution for this problem, this study examines an important but understudied firm strategy, high-commitment HR practices (HCHR), and investigates the roles it plays on enhancing innovation capability by promoting an entrepreneurial orientation in state-owned firms. More importantly, by studying the contingent effect of firm business nature, this study identifies the boundaries of the positive effect of HCHR.     

The dynamics of learning alliances: competition,cooperation, and relative scope

We show how the tension between cooperation and competition affects the dynamics of learning alliances. ‘Private benefits’ and ‘common benefits’ differ in the incentives that they create for investment in learning. The competitive aspects of alliances are most severe when a firm's ratio of private to common benefits is high. We introduce a measure, ‘relative scope’ of a firm in an alliance, to show that the opportunity set of each firm outside an alliance crucially impacts its behavior within the alliance. Finally, we suggest why firms might deviate from the theoretically optimal behavior patterns. © 1998 John Wiley & Sons, Ltd.