Complex Ownership Structures and Corporate Valuations

The bulk of corporate governance theory examines the agencyproblems that arise from two extreme ownership structures: 100%small shareholders or one large, controlling owner combinedwith small shareholders. In this paper, we question the empiricalvalidity of this dichotomy. In fact, one-third of publicly listedfirms in Europe have multiple large owners, and the market valueof firms with multiple blockholders differs from firms witha single large owner and from widely held firms. Moreover, therelationship between corporate valuations and the distributionof cash-flow rights across multiple large owners is consistentwith the predictions of recent theoretical models.     

Ownership Concentration,State Ownership,and Effective Tax Rates: Evidence from China’s Listed Firms*

This paper examines the effect of ownership concentration and state ownership on the tax reporting practices of China’s publicly listed firms. I argue that ownership concentration and state ownership are important for tax reporting practices in China because listed firms have high ownership concentrations and high levels of state ownership. Using a sample of 758 listed Chinese firms over the 1998–2008 time period, I find that firms with concentrated share ownership have lower effective tax rates. I also find that firms whose largest shareholders are government‐related have higher effective tax rates compared to firms whose largest shareholders are nongovernment related. In other words, the nature of the largest shareholder (government vs. nongovernment) matters. I also show that ownership‐concentrated firms are able to achieve preferential statutory tax rates compared to firms with low ownership concentration regardless of the identity of the largest shareholder.     

Does common ownership constrain managerial rent extraction? Evidence from insider trading profitability

This study identifies a new economic benefit of common institutional ownership, which refers to the increasingly contentious phenomenon of U.S. firms sharing stockholders with their industry competitors. We find a significantly negative relation between common ownership and insider trading profitability. The disciplinary effect of common ownership on opportunistic insider trading is particularly evident when the information effects of common ownership are greater, when common owners are more likely to benefit from positive governance externalities, and in the subset of trades made by opportunistic insiders. Using the exogenous variations in common ownership induced by financial institution mergers, we conduct a difference-in-differences analysis and find consistent results. We also provide evidence that common owners encourage firms to impose ex-ante restrictions on insider trading and take ex-post actions to discipline opportunistic insiders by voting against management. Overall, our findings suggest that common institutional shareholders have information advantages, governance incentives, and effective means to constrain opportunistic insider trading.     

The Structure of Corporate Ownership in Japan

I examine the structure of corporate ownership in a sample of Japanese firms in the mid 1980s. Ownership is highly concentrated in Japan, with financial institutions by far the most important large shareholders. Ownership concentration in independent Japanese firms is positively related to the returns from exerting greater control over management. This is not the case in firms that are members of corporate groups (keiretsu). Ownership concentration and the accounting profit rate in both independent and keiretsu firms are unrelated. The results are consistent with the notion that there exist two distinct corporate governance systems in Japan —one among independent firms and the other among firms that are members of keiretsu.     

THE POLITICAL ROOTS OF AMERICAN CORPORATE FINANCE

The distinctive ownership and governance structure of the large American corporation-with its distant shareholders, a board of directors that defers to the CEO, and a powerful, centralized management-is usually seen as a natural economic outcome of technological requirements for large-scale enterprises and substantial amounts of outside capital, most of which had to come from well-diversified shareholders. Roe argues that current U.S. corporate structures are the result not only of such economic factors, but of political forces that restricted the size and activities of U.S. commercial banks and other financial intermediaries. Populist fears of concentrated economic power, interest group maneuvering, and a federalist American political structure all had a role in pressuring Congress to fragment U.S. financial institutions and limit their ability to own stock and participate in corporate governance.
Had U.S. politics been different, the present ownership structure of some American public companies might have been different. Truly national U.S. financial institutions might have been able to participate as substantial owners in the wave of end-of-the-century mergers and then use their large blocks of stock to sit on the boards of the merged enterprises (much as Warren Buffett, venture capitalists, and LBO firms like KKR do today). Such a concentrated ownership and governance structure might have helped to address monitoring, information, and coordination problems that continue to reduce the value of some U.S. companies.
The recent increase in the activism of U.S. institutional investors also casts doubt on the standard explanation of American corporate ownership structure. The new activism of U.S. financial institutions-primarily pension funds and mutual funds-can be interpreted as the delayed outbreak of an impulse to participate in corporate ownership and governance that was historically suppressed by American politics.     

Ownership concentration and corporate performance from a dynamic perspective: Does national governance quality matter?

In this paper, the relationship between ownership concentration and financial performance of companies in Singapore and Vietnam is investigated in a dynamic framework. By focusing on two different types of national governance systems (well-developed vs. under-developed), we observe how the relationship is moderated by the national governance quality. We find that the performance effect of concentrated ownership persists in these markets even after the dynamic nature of the ownership concentration–performance relationship is taken into consideration. Our finding supports the prediction of agency theory about the efficient monitoring effect of large shareholders in markets with highly concentrated ownership. In addition, we find that national governance quality does matter when explaining the ownership concentration–performance relationship. The positive effect of concentrated ownership on performance of firms operating in the under-developed national governance system (Vietnam) tends to be stronger than that in the well-established system (Singapore). This finding is consistent with the argument that ownership concentration is an efficient corporate governance mechanism which can substitute for weak national governance quality. Econometrically, our findings still hold even after controlling for dynamic endogeneity, simultaneity, and unobserved time-invariant heterogeneity, inherent in the corporate governance–performance relationship.     

Stock‐Based Compensation in a Concentrated Ownership Setting: An Empirical Investigation

Stock‐based compensation has been viewed as an important mechanism for tying managers’ wealth to firm performance, and thus alleviating the agency conflict between the shareholders and the managers when ownership is diffused. However, in a concentrated ownership structure, controlling owners are usually the management of the firm; they can engage in self‐dealing activities to the detriment of minority shareholders’ interests. Yet, outside investors may anticipate the problem and discount the share price for the entrenchment behaviors they observe. In this study, we investigate how controlling owners trade off the benefits and the costs of using stock‐based compensation. Based on a sample of Taiwanese firms, our evidence shows that stock‐based compensation is negatively related to the agency problem embedded in a concentrated ownership structure. This relationship is evident among firms with more frequent equity offerings. Overall, our empirical evidence suggests that controlling owners consider the negative price effects of stock‐based compensation and trade off these costs with the benefits of expropriating minority shareholders’ interests, particularly when firms seek more external equity capital. Our results hold after controlling for selection bias and share collateral by controlling owners.     

Disclosure Practices by Family Firms: Evidence from Swedish Publicly Listed Firms

Abstract

I investigate the effect of family ownership on firms’ disclosure practices in their annual reports. In specific, I study Swedish publicly listed firms, which are typically characterized by controlling owners that have a strong influence in the corporate governance decisions of the firm, including corporate disclosures. To measure disclosure, I construct a comprehensive disclosure index covering information on (1) corporate governance, (2) strategic and financial targets and (3) notes to the financial statements. The results reveal that overall, family firms provide less disclosure in annual reports than non-family firms do. The finding is consistent with the premise that through their management positions, family owners can directly monitor managers and avoid costly public disclosures. Overall, the results suggest that ownership structure of firms is important to consider in understanding firms’ disclosure incentives, particularly in settings where controlling owners play a significant role in the governance of the firm.     

Large shareholders’ power and the quality of corporate governance: An analysis of Brazilian firms

This paper analyzes the incentives of large shareholders to implement the corporate governance system that favors their interests within a framework of highly concentrated ownership and poor legal protection for investors. A metric for corporate governance based on the fulfillment of non-mandatory rules of good corporate governance is used. System GMM (Generalized Method of Moments) estimates for a balanced panel data of Brazilian firms reveal that the ownership concentration is detrimental to corporate governance quality and the quality of board composition. In accordance with the expropriation effect on principal-principal agency conflicts, by weakening the corporate governance system and board composition, large controlling shareholders may use private benefits of control. As proposed by the substitution effect, in a complementary way, controlling shareholders may renounce strong boards and directly perform management monitoring, mitigating agency conflicts with managers. Finally, the ability of large shareholders other than the main blockholder is not enough to contest his/her power to shape the corporate governance system. The work provides evidence of the prominence of the principal–principal agency problem in an emerging market, by analyzing the effect of ownership concentration over the quality of the corporate governance system, and also that other large non-controlling shareholders are not able to contest the power of the main blockholder.     

Large controlling shareholders and stock price synchronicity

This paper examines the effect of controlling shareholders on stock price synchronicity by focusing on two salient corporate governance features in a concentrated ownership setting, namely, ultimate cash flow rights and the separation of voting and cash flow rights (i.e., excess control). Using a unique dataset of 654 French listed firms spanning 1998–2007, this study provides evidence that stock price synchronicity increases with excess control, supporting the argument that controlling shareholders tend to disclose less firm-specific information to conceal opportunistic practices. Additionally, this study shows that firms with substantial excess control are more likely to experience stock price crashes, consistent with the conjecture that controlling shareholders are more likely to hoard bad information when their control rights exceed their cash flow rights. Another important finding is that firms’ stock prices are less synchronous and less likely to crash when controlling shareholders own a large fraction of cash flow rights. This is consistent with the argument that controlling shareholders have less incentive to adopt poor disclosure policies and to accumulate bad news, since high cash flow ownership aligns their interests with those of minority investors.     

Does Concentrated Founder Ownership Affect Related Party Transactions? Evidence from an Emerging Economy

This study examines the impact of concentrated founder ownership on related party transactions (RPTs) for Indian firms. We find that concentrated founder ownership is positively related to RPTs and is more likely to encourage RPTs that are beneficial for the minority shareholders. We also observe that RPTs are associated with higher firm value. This relationship is more pronounced for business group firms and firms with more highly concentrated founder ownership. We show that the reputation incentive plays a very important role in founders’ decisions, and they use RPTs as an efficient transaction mechanism.     

Family firm research——A review

This article reviews family firm studies in the finance and accounting literature,primarily those conducted using data from the United States and China. Family owners have unique features such as concentrated ownership, long investment horizon, and reputation concerns. Given the distinguishing features of family ownership and control, family firms face unique agency conflicts. We discuss the agency problems in family firms and review the findings of recent family firm studies. We call for more research to understand the unique family effects and encourage more research on Chinese family firms.Part I of the article discusses the fundaments of family firms: the prevalence of and the agency conflicts within family firms. Part II summarizes the findings of recent U.S. family firm studies. It reviews the evidence on the family firm premium(how, which, and when family firms are associated with a valuation premium), the manifestation of the agency conflict between majority and minority shareholders in family firms, earnings quality and corporate disclosure, and the determinants of family ownership and control. Part III discusses the prevalence and characteristics of Chinese family firms and reviews the findings of related studies. The article concludes with some suggestions for future research.     

Ownership and control in Central and Eastern Europe

The unique natural experiment of the fall of the iron curtain led to large institutional and governance differences across countries. This allows us to observe the evolution of ownership and control after an initial shock. We utilize this cross-time/cross-country variation in institutions and privatization methods to analyze the determinants and effects of individual investor control in a large sample of firms in 11 CEE countries over the period 2000–2007. Controlling for possible endogeneity and firm effects, we find that large individual investors add value to the firms they control. They do so predominantly compared to state controlled firms but also compared to other privately controlled firms. If large individual investor firms employ professional managers and (only) supervise them actively, they achieve the better performance improvements in Tobin's q than the firms managed by their controlling shareholders. Concerning the determinants of ownership, large individual shareholders substitute for missing good country governance institutions, and ownership is very sticky, since initial conditions (privatization methods) still matter. It appears that secondary markets do not converge on the same ownership equilibria as primary markets do.     

Family control,multiple institutional block-holders,and informed trading

This paper investigates how large family shareholders and institutional block-holders jointly influence informed trading and firm valuation in the Hong Kong stock market. It combines market microstructure research with studies on the governance roles of multiple block-holders and finds that institutional block-holders rely on their relative controlling power vis-à-vis family owners to mitigate problems associated with informed trading. They also use their ownership rights to improve the structure of informed trading. However, these governance roles are predominantly exercised by pressure-resistant institutional block-holders. Informed trading reduces firm valuation, while an improvement in its structure increases valuation. Therefore, the governance roles of controlling families and pressure-resistant institutional block-holders may have different implications in terms of investors’ perceptions of private information risk.     

Performance of closely held firms in Russia: evidence from firm-level data∗

This paper evaluates the impact of ownership concentration on firm performance in a weak institutional environment. Specifically, using new survey evidence, we seek to appraise quantitatively the performance of block-holder-controlled firms in Russia and to identify, within the domain of corporate governance theory, factors that may explain such performance. We find evidence of negative association between the size of the dominant owners’ shareholding and performance parameters such as investment, capacity utilization, and profitability. At the same time, we establish that control structures with multiple, large shareholders increase efficiency. The ambiguity of the effects of ownership concentration suggests that country-specific factors play an important role.     

Does ownership concentration improve M&A outcomes in emerging markets?: Evidence from India

Using firm level data from India, we examine the impact of ownership concentration on post-M&A performance of firms. Our analysis has implications for both the M&A literature, which emphasises the role of agency conflict between managers and owners of widely held companies as a key reason for M&A failures, and the corporate governance literature, especially in the context of emerging market economies. A cautious interpretation of our results suggests that while ownership concentration may reduce the manager–owner agency conflict, it may nevertheless precipitate other forms of agency conflict such that ownership concentration may not necessarily improve post-M&A performance. In particular, our results have implications for the literature on the agency conflict between large (or majority) shareholders and small (or minority) shareholders of a company, especially in contexts such as emerging market economies where corporate governance quality is weak.     

Does the type of ownership control matter? Evidence from China’s listed companies

By tracing the identity of large shareholders, we group China’s listed companies into those controlled by state asset management bureaus (SAMBs), state owned enterprises (SOEs) affiliated to the central government (SOECGs), SOEs affiliated to the local government (SOELGs), and Private investors. We argue that these distinct types of owners have different objectives and motivations and this will affect how they exercise their control rights over the firms they invest in. In particular, we contend that private ownership of listed firms in China is not necessarily superior to certain types of state ownership. To test our arguments we investigate the relative efficiency of state versus private ownership of listed firms and the efficiency of various forms of state ownership. The empirical results indicate that the operating efficiency of Chinese listed companies varies across the type of controlling shareholder. SOECG controlled firms perform best and SAMB and Private controlled firms perform worst. SOELG controlled firms are in the middle. The results are consistent with our predictions.     

Governance Structure and Firm Performance in Private Family Firms

Although a large proportion of firms are family owned and most family firms are private, our understanding of private family firms is limited. Using confidential information on family relationships between board members, CEOs, and shareholders, this is the first study to provide large‐scale evidence on the association between governance structure and firm performance in family‐controlled private firms. Our sample is unique as it covers almost all private limited liability firms in Norway, spans 11 years, traces firm ownership to ultimate owners, and identifies family relationship using data on kinship, marriage, and adoption. The results show a U‐shaped relationship between family ownership and firm performance. Higher ownership of the second largest owner, higher percentage of family members on the board, stronger family power, and smaller boards are associated with higher firm performance. In addition, the positive association between the ownership of the second largest owner and firm performance also occurs when the second largest owner is a member of the controlling family, but the association is stronger when the second largest owner is a non‐family member. We further test the relative importance of these test variables and find that ownership structure is more associated with firm performance than board structure.     

Liquidity,ownership concentration,corporate governance,and firm value: Evidence from Thailand

We examine the interactions among ownership structure, liquidity, and corporate governance in an important emerging market. The results suggest that firms with more concentrated ownership experience significantly lower stock liquidity. Large shareholders are assumed to possess private information, leading to information asymmetry and thus a higher adverse selection cost. As a result, higher ownership concentration is associated with less liquidity. Nevertheless, there is no evidence that corporate governance plays a significant role in the relationship between ownership and liquidity in Thailand.     

Corporate governance and firm value: Evidence from Chinese state-controlled listed firms

The association between corporate governance and firm value has been extensively studied in Chinese listed firms. Based on the characteristics of their ultimate shareholders, Chinese listed firms can be categorised as (1) central state-controlled, (2) local state-controlled or (3) non-state-controlled. Some scholars have described Chinese government policy as ‘zhuada fangxiao’, thus suggesting that the corporate governance mechanisms (CGMs) of central state-controlled listed firms (SCLFs) are better than those of local state-controlled listed firms. Therefore, this paper specifically examines the influence of CGMs on the value of central SCLFs and local SCLFs. Analysis of 2006 firm-year observations from 2007 to 2009 suggests that the aggregate ownership of other large shareholders and the remuneration of top executives exhibit different effects on firm value in central and local SCLFs. The results also provide evidence that there is no endogenous effect of firm value on the ownership of the largest shareholder in central and local SCLFs.