Effects of Foreign Institutional Ownership on Foreign Bank Lending: Some Evidence for Emerging Markets

Despite the large literature on developed countries, little is known about the interactions between corporate governance, foreign ownership, and foreign bank lending in developing countries. Using data from five Latin American countries from 2001 to 2008, we provide one of the first pieces of evidence of how foreign ownership affects the loan cost of borrowers in emerging markets. We find that in terms of foreign bank lending, the cost of debt financing is significantly higher for firms whose largest shareholder is a foreign institutional one. The results support the hypothesis that because of potential agency conflicts between shareholders and creditors, having block institutional shareholders tend to increase the borrowers’ debt burden. There is further evidence supporting this agency conflict hypothesis as we find that the effects of large institutional shareholders on borrowing costs become larger (smaller) when the conflicts are aggravated (mitigated).     

Variation in Corporate Governance and Firm Valuation – an International Study

In this paper, we investigate the types of firms that are likely to deviate from common practice in corporate governance of their home countries and examine how the deviation is correlated with firm value. Our results show that firms with higher institutional holdings, lower insider holdings, and higher sales growth are more likely to deviate from common practice in civil law countries, whereas, in common law countries, especially in the USA, firms with lower institutional holdings, higher insider holdings, and lower sales growth are likely to deviate from common practice. We document a strong positive correlation between governance deviation and firm value in civil law countries. This relationship is robust to different testing and sample selection methods. The results, however, are mixed for US firms and not significant in other common law countries. Using the deviation from common practice as a proxy of firm‐level impact on corporate governance, our results provide evidence that firm‐level effect matters in governance quality and the effect varies across countries.     

公司治理与大股东利益侵占——桂林集琦药业股份有限公司案例研究

以“桂林集琦”为案例,以此来了解一些公司的治理情况,以及其对企业经营的一些重大影响。与国外成熟资本市场不同的是,我国非流通股和国有股的特殊制度背景,恶化了大小股东之间的利益冲突。大股东通过股权融资、占用资金、现金股利、资产交易、担保等多种方式攫取利益。     

How Does Corporate Governance Affect Loan Collateral? Evidence from Chinese SOEs and Non‐SOEs

We examine the effect of corporate governance on the collateral requirements for firms' bank loans in China. We find that firms with lower excess control rights and other large shareholders face lower collateral requirements, which is more pronounced in non‐state‐owned enterprises (SOEs) than in SOEs. Regarding board characteristics, we find that smaller board size, more independent directors, separation of the positions of CEO and chairman, and larger supervisory board size can reduce a firm's use of collateral; the effect of all the preceding characteristics is more pronounced in SOEs. Overall, our research suggests that, in China, corporate governance structures are able to affect bank‐lending decisions in respect of collateral requirements and that the influence depends on the controlling shareholder type and associated agency problems.     

公司治理与企业业绩关系研究文献综述

在美国金融危机的冲击下,公司治理机制问题已成为目前国内外学术界共同面对的课题。总体上看,国际性的研究表明,当大股东的控制权高于他对现金流所拥有的权利时,公司的价值会减少,即大股东在取得控制权后,更多的是以牺牲公司利益的方式获得私人利益。我国学者研究发现,多元化股东、外部董事比例和高管激励是公司治理最重要的三个因素,是影响公司绩效最为显著的变量。但也有研究认为,我国上市公司的董事会行为是低效率的。从国内国外两个方面的文献综述可以看出,对公司治理与企业业绩的研究主要集中在公司的内部治理结构方面,由于研究的角度与变量选取的不同,其研究结果差异较大。但是,就其研究过程来讲,对于我国这样的新兴市场的建设与发展是具有重大影响意义的。     

Corporate cash holdings and promoter ownership

We examine the relationship between corporate cash holdings and promoter ownership for a sample of Indian non-financial firms. Consistent with the arguments of the ‘efficient monitoring hypothesis’, our results broadly suggest that promoter ownership is negatively associated with cash holdings, thereby highlighting the role of large owners in preventing cash accretion in an emerging market context. Indicating prominent influence of corporate ownership on cash management, we find that corporate non-promoter ownership is also negatively related with cash holdings. With regard to promoter ownership of foreign entities, our results suggest that cash holdings share a U-shaped relationship with ownership of foreign promoter corporations. In addition, our findings provide weak evidence to support a more pronounced negative association between cash holdings and promoter ownership for group-affiliated firms as compared to non-affiliated firms since the former faces lower financial constraints on account of access to internal capital markets. Finally, we perform long-term effect analysis in order to reinforce robustness of our results.     

股权结构、股东保护与上市公司现金持有量

我国上市公司的治理结构一直是各方关注的焦点，尤其是股权结构、中小股东保护等问题。本文选取了2000年上市公司样本991个，定义了基于股权结构的股东保护变量，并在此基础上研究了股东保护与现金持有量之间的关系。研究结果表明，上市公司现金持有量差异较大，并且在股东保护较好的情况下，现金持有量相对较小，二者之间呈现负相走的关系。由于影响现金持有量的因素较多，我们选取了相当数量的影响因素作为控制变量，检验在其进入模型的情况下，对股东保护与现金持有量之间关系的影响；结果表明，股权结构影响下的股东保护与现金持有量具有负的线性相关性。     

Compensating Outside Directors with Stock: The Impact on Non-Primary Stakeholders

Two obvious trends in corporate governance include broadening board accountability beyond shareholders’ interests and paying outside directors with equity compensation (stock and stock options). By integrating common agency and instrumental stakeholder theories, we examine the effect of stock compensation on secondary stakeholders and a firm’s participation in social issues, two areas where interests are less aligned with shareholder value. Consistent with our predictions, we found that while stock compensation may be an effective way to align directors’ goals to those of shareholders, it has adverse effects on important non-shareholder constituencies in the company’s operating environment.     

Corporate Governance in Asia: A Survey

Corporate governance has received much attention in recent years, partly due to the Asian financial crisis. We review the literature on corporate governance issues in Asia to develop region‐specific and general lessons. Much attention has been given to poor corporate sector performance, but most studies do not suggest that Asian firms were badly run. The literature does confirm the limited protection of minority rights in Asia, allowing controlling shareholders to expropriate minority shareholders. Agency problems have been exacerbated by low corporate transparency, associated with rent‐seeking and relationship‐based transactions, extensive group structures and diversification, and risky financial structures. The controlling shareholder bears some of agency costs in the form of share price discounts and expenditures on monitoring, bonding and reputation building. The Asian financial crisis further showed that conventional and alternative corporate governance mechanisms can have limited effectiveness in systems with weak institutions and poor property rights. Overall, the understanding of the determinants of firm organizational structures, corporate governance practices and outcomes remains limited, however.     

Do bank loans still convey information to investors? Evidence from the split share structure reform in China

Bank loans can convey information about the borrowing firms that have proper corporate governance systems. Using a sample of bank loan announcements in China, we find that the market reaction is positive after the split share structure reform in 2005, which aligns the interests of large shareholders and minority shareholders, government and public investors, and alleviates their tunneling incentives. We also find that this effect is more pronounced for private firms as the reform mainly enhances corporate governance for private firms. The signaling role of bank loans is less pronounced for firms with less severe information asymmetry after the reform, e.g. higher shareholdings of mutual funds and higher proportion of independent directors. Related party transactions decrease when they obtain bank loans after the reform, which reflects the alleviation of tunneling after the reform.     

‘Profligacy in the encouragement of thrift’: Savings banks in Ireland, 1817–1914

We describe the legal rules underlying corporate governance of banks in Germany during the 1870s as well as the rules of governance fixed in corporate charters collected from a sample of 202 charters for the year 1872. Governance standards were – on average – below the legal default. In particular, voting rights as well as monitoring rights of shareholders were restricted. Most governance provisions did not affect the level of Tobin's Q in 1872, the change of the market-to-book ratio during 1873, and the probability of firm survival until 1880. Yet large banks having adopted a ‘one share–one vote’ provision and large banks having a governmental concession had a higher Tobin's Q, whereas the reverse holds for small banks. Moreover, the probability of firm survival was larger if small shareholders had voting rights or if shareholders could elect the supervisory board.     

International investors’ reactions to cross-border acquisitions by emerging market multinationals

How do international investors react to announcements of cross-border mergers and acquisitions (CM&As) by emerging market multinational enterprises (EMNEs)? Using a unique and manually-constructed firm-level dataset, this paper examines the stock price reactions to CM&A announcements made over the period 1991–2010 by Chinese MNEs listed on the Hong Kong Stock Exchange and the wealth impacts of their corporate governance. Our empirical findings confirm a positive stock price reaction on average, and suggest that international investors react positively to the presence of large shareholders, but negatively to the presence of institutional shareholders. There is a negative impact if the largest shareholder is either the State or the corporate founder. We suggest that this is because the international investors perceive potential principal–principal conflicts in such ownership/control constellations and discount equity prices accordingly. We also find that Board size and independence have positive effects on the price reaction, but that large supervisory boards engender negative reactions.     

Security Markets versus Bank Finance: Legal Enforcement and Investors' Protection

When minority investors’ rights are poorly protected, the ability of firms to raise equity capital is impaired, leading to less finance for new ventures. Fewer firms will be financed with outside equity, resulting in a low market capitalization relative to GNP. External funding requires easily enforceable claims such as debt or requires long‐term relationships with institutions. Provision of funding shifts from risk capital to debt, and to a predominance of intermediated over market finance. We report supporting evidence for a few countries. To measure investor protection, we use a price measure, the premium on voting stock, related to the control premium. In countries where the voting premium is large, corporate financing is dominated by bank lending and equity markets are much smaller.     

Managerial Compensation and Firm Value in the Presence of Socially Responsible Investors

Shareholders with standard monetary preferences will give a manager incentives to increase firm profits, which can be achieved with equity grants. When shareholders are socially responsible, in the sense that they also value corporate social performance, it is not clear which incentives the manager should receive. Yet, in a standard principal–agent model, we show that the optimal contract is surprisingly simple: it consists in giving equity holdings to the manager. This is notably because the stock price will incorporate expected profits as well as the social performance of the firm, to the extent that it is valued by shareholders. Consequently, equity holdings give the manager incentives to jointly maximize the profits and the social performance of the firm according to shareholders’ preferences. To facilitate alignment of interests, more socially responsible firms will optimally hire more socially responsible managers. We conclude that neither the shareholder primacy model nor equity-based managerial compensation is necessarily inconsistent with the attainment of social objectives.     

Do Patented Innovations Reduce Stock Price Crash Risk?*

Using a large sample of US firms, we document a significantly negative relation between the number of patents (citations) and stock price crash risk. Our findings are consistent with the arguments that patented innovation activities send a high‐quality signal and reduces proprietary information costs, which lowers information asymmetry and enhance disclosure. Further, we find that such impact of patented innovation on stock price crash risk is more pronounced in firms with weak corporate governance and high information opacity. Our findings provide new evidence on the real effects of patented innovation on crash risk in equity market.     

Foreign Ownership and Corporate Cash Holdings in Emerging Markets

This article examines the link between foreign ownership and corporate cash holdings. We utilize a data sample of firms listed on the Ho Chi Minh City stock exchange covering the period 2007–2015. Employing different econometric techniques for panel data, we find that higher foreign ownership is associated with more corporate cash holdings. This finding suggests that foreign investors in the Vietnam stock market are subject to precautionary motive and agency motive forcing firms to hold more cash. However, the outcome suggests potential agency problems because managers might subsequently use this cash reserve for their own advantages. These problems are even more pronounced in emerging markets where investor protection mechanism is weak. Accordingly, this highlights the importance of a monitoring mechanism to refrain corporate managers from investing in value‐destroying projects.     

The financial determinants of corporate cash holdings: Evidence from some emerging markets

This paper investigates corporate cash holdings in developing countries. In particular, we look into the effect of capital structure and dividend policy on cash holdings in Brazil, Russia, India, and China and compare our results with a control sample from the US and the UK. Our sample contains 1992 firms across these countries for the period 2002–2008. We employ Instrumental Variables analysis to control for the endogeneity of the financial policies (cash holdings, capital structure, and dividend policy). Our results show some evidence that capital structure and dividend policy affect cash holdings. There are similarities between developed and developing countries on the factors determining corporate cash holdings. The results of our cross-country model provide evidence that capital structure, dividend policy, and firm size are important factors in determining cash holdings. Finally, we show that firms operating in countries with low shareholder protection hold more cash.     

Alignment or entrenchment? Corporate governance and cash holdings in growing firms

This study contends that the association between corporate cash holdings and corporate governance is subject to the investment environments that firms face. For example, firms with an abundance of investment opportunities have a strong incentive to hold cash in order to maintain their competitive positions. Shareholders accept high levels of cash holdings in such growing firms if corporate governance can protect their interests. This study examines the effects of corporate governance on cash holdings for a sample of high-tech firms. The results show that CEO ownership, the directorship of venture capitalists (VCs), and independent directors play critical roles in corporate cash policy. In addition, the boards are more effective when the firms' CEOs are also their founders or when VCs hold a large stake of company shares. The effects of corporate governance are more significant in younger firms while the effects of firm-specific economic variables are more significant in older firms in the sample.     

Institutional investors as stewards of the corporation: Exploring the challenges to the monitoring hypothesis

The study explores the challenges UK‐based institutional investors face when trying to monitor investee companies and influence their social, environmental, and governance practices. Consistent with previous research, I find that misalignment of interests within the investment chain and dispersed ownership are factors which inhibit investor activism. However, other underexplored challenges include lack of investee company transparency and investor experience in activism, as well as low client demand for engagement and internal conflicts of interest. The results contribute to the literature on institutional investor activism by using direct empirical evidence to systematically discuss the challenges to stewardship. Given the intensification of media and regulatory attention on shareholders in the post‐global financial crisis era, coupled with investors’ growing awareness and practice of stewardship, the research opens new avenues for enquiry which go beyond the on‐going debate about the monitoring versus short‐termism roles of institutional investors.     

法律、制度与上市公司最佳股权结构

国内外绝大部分研究者支持股权集中度与投资者法律保护之间的替代假说,认为适度的股权集中有利于公司治理和公司绩效。公司治理效率与否,与其初始治理结构关系重大,但法律及制度对公司股权结构有重大影响。根据我国目前的国情,多个大股东并存的股权集中模式是全流通时代我国上市公司股权结构的最佳选择。可以通过两种途径对我国上市公司的股权结构进行引导:一是通过制定法律,鼓励法人间的相互持股,并提高司法体制的效率;二是寻求功能替代性的制度安排,比如鼓励上市公司股票发行方式的变革、鼓励资产重组、引导外资收购等。