the value of corporate voting rights and control a cross country analysis this paper measures the value of corporate voting rights specifically of the control block of votes in a sample of 661 dual class firms in 18 countries in 1997 a consistent measure across countries is proposed the measure is adjusted for takeover probability block holding costs and dividend and liquidity differences between the share classes the value of controlblock votes varies widely across countries it is close to half of firm market value in south korea andclose to zero in finland the value of control block votes is interpretedas a lower bound for actual private benefits of the controlling shareholder the legal environment law enforcement investor protection takeover regulations andpower concentrating corporate charter provisions explain 68 of the cross country variation in the value of control block votes

investor protection and equity markets we present a simple model of an entrepreneur going public in an environment with poor legal protection of outside shareholders the model incorporates elements of becker s j political econ 106 1968 172 crime and punishment framework into a corporate finance environment of jensen and meckling j financial econ 3 1976 305 we examine the entrepreneur s decision and the market equilibrium the model is consistent with a number of empirical regularities concerning the relation between investor protection and corporate finance it also sheds light on the patterns of capital flows between rich and poor countries and on the politics of reform of investor protection r 2002 elsevier science b v all rights reserved

the secret of growth is financing secrets corporate law and growth economics abstractinnovative businesses unite capital and new ideas which requires overcoming the double trust dilemma investors fear losing their wealth and innovators fear losing their ideas to overcome this dilemma seventeenth century spice traders invented the joint stock company with an essential feature of modern corporations entitlements to marketable shares of future profits using the corporate form innovative business ventures can often be organized so that innovators expect to earn more from their share of profits than from stealing the investors money and investors expect to earn more by preserving the company s secrets than by disseminating them the corporation thus provides a protected space for holding creative secrets while developing them by developing the innovations that transform economies the corporation became the dominant economic form of business organization

ownership concentration and firm performance in emerging markets a meta analysis the literature concerned with relations between ownership concentration and corporate performance in emerging markets presents conflicting theoretical predications and inconclusive empirical results we use meta analytical techniques to integrate the diverse empirical findings and investigate factors contribute to the inconsistencies in the empirical evidence using 419 correlations collected from 42 primary studies of listed corporations in 18 emerging markets heterogeneity tests show that only a small proportion of the variation in reported ownership concentration performance relations can be attributed to sampling error our meta regressions reveal how population differences researchers modeling choices and inadequate treatment of endogeneity explain a large portion of the true heterogeneity after adjusting for these effects we find ownership concentration has negative relation with firm performance across countries our results emphasize the importance of model specification and methods of addressing endogeneity and support further comparative study of the ownership concentration corporate performance relation between countries with seemingly similar corporate governance environments

taxes theft and firm performance this paper examines the interaction between income diversion and firm performance using unique russian banking transaction data i identify 42 483 spacemen fly by night firms created specifically for income diversion next i build a direct measure of income diversion for 45 429 companies and show that it is negatively related to firm performance i identify the main reason for the observed effect as managerial diversion rather than tax evasion per se i further show that stricter tax enforcement can improve firm performance a one standard deviation increase in tax enforcement corresponds to an increase in the annual revenue growth rate of 2 6

stock price co movement and the foundations of pairs trading we study the theoretical implications of cointegrated stock prices on the profitability of pairs trading strategies if stock returns are fairly weakly correlated across time cointegration implies very high sharpe ratios to the extent that the theoretical sharpe ratios are too large our results suggest that either i cointegration does not exist pairwise among stocks and pairs trading profits are a result of a weaker or less stable dependency structure among stock pairs or ii the serial correlation in stock returns stretches over considerably longer horizons than is usually assumed empirically there is little evidence of cointegration favoring the first explanation

structural and market predictors of corporate labor relations strategies the authors develop a model predicting which of three broad labor relations strategies union avoidance union management collaboration or a mixed strategy combining elements of union avoidance and

disproportional control rights and the governance role of debt we examine the governance role of debt in the context of u s based dual class ownership structures we hypothesize that the use of debt alleviates the conflict between shareholder classes by balancing the power of controlling insiders we document that dual class firms have higher leverage and a greater propensity to issue private debt they also more frequently use cash sweeps and performance based covenants dual class firms with greater agency conflicts and a greater need to access the capital market appear to rely more extensively on debt these findings are consistent with controlling insiders bonding against the agency costs associated with dual class ownership the governance role of debt is further corroborated by the valuation effect of debt for dual class companies private debt issuances trigger greater positive market reactions to the inferior dual class stock in relation to both the superior dual class stock and a matched sample of single class firms further leverage attenuates the previou

the value of control in emerging markets when a developed country multinational firm acquires majority control of a firm in an emerging market there is an economically large and statistically significant increase in the acquiring firm s stock price in 1986 2006 developed market acquirers experienced positive and significant abnormal returns of 1 16 on average over a three day event window positive acquirer returns and dollar value gains appear unique to emerging market mergers and acquisitions and are not replicated when the same developed market acquirers take over firms in developed markets the size of the stock price increase is more pronounced a the weaker the contracting environment in the emerging market and b for industries with high asset intangibility the author 2009 published by oxford university press on behalf of the society for financial studies all rights reserved for permissions please e mail journals permissions oxfordjournals org oxford university press

concentrated control institutions and banking sector an international study abstract using a broad sample of listed commercial banks in east asia and western europe this paper investigates the relations among concentrated control a set of bank operating characteristics and legal and regulatory regimes we find that banks with concentrated control exhibit poorer performance lower cost efficiency greater return volatility and higher insolvency risk relative to widely held ones we also document that legal institutions and private monitoring effectively reduce the detrimental effects of concentrated control and that official disciplinary power plays a weak governance role whereas government intervention exacerbates the adverse effects further evidence shows that the relations between control concentration and bank operating characteristics are curvilinear and vary according to the types of controlling owners overall our findings support the contention that country level institutions play important roles in constraining insider expropriation and that private monitoring mechanisms are more effective than are public rules and supervision in governing banks

the determinants of the voting premium in italy the evidence from 1974 to 2003 abstract we examine the voting premium in italy in the period 1974 to 2003 when it ranged from 1 to 100 at firm level the measure of the price differential between voting and non voting stocks cannot be fully explained without taking into account the effect of the largest shareholder s identity family controlled firms have higher voting premiums especially when the family owns a large stake in the company s voting equity and the founder is the firm s ceo and or chairman we explain this result by showing that families attach greater importance to control and are more prone than other types of controlling shareholders to expropriate the non voting class of shareholders

the antidirector rights index revisited the antidirector rights index has been used as a measure of shareholder protection in over a hundred articles since it was introduced by la porta et al law and finance 1998 journal of political economy 106 1113 55 a thorough reexamination of the legal data however leads to corrections for thirty three of the forty six countries analyzed the correlation between corrected and original values is only 0 53 consequently many empirical results established using the original index may not be replicable with corrected values in particular the corrected index fails to support three widely influential claims that shareholder protection is higher in common than in civil law countries that shareholder protection predicts stock market size or ownership dispersion and that weak corporate governance explains the extent of exchange rate depreciation during the asian financial crisis of 1997 1998 the author 2009 published by oxford university press on behalf of the society for financial studies all rights reserved for permissions please e mail journals permissions oxfordjournals org oxford university press

divergence of cash flow and voting rights opacity and stock price crash risk international evidence this study investigates whether and how the deviation of cash flow rights ownership from voting rights control or simply the ownership control wedge influences the likelihood that extreme negative outliers occur in stock return distributions which we refer to as stock price crash risk we do so using a comprehensive panel data set of firms with a dual class share structure from 20 countries around the world for the period of 1995 2007 we predict and find that opaque firms with a large wedge are more crash prone than opaque firms with a small wedge in addition we predict and find that the positive relation between the wedge and crash risk is less pronounced for firms with more effective external monitoring and for firms with greater growth opportunities the results of this study are broadly consistent with jin and myers s theory that agency costs combined with opacity exacerbate stock price crash risk

founders heirs and corporate opacity in the united states abstract we argue that information about firm activities can vary substantially in the presence of founder or heir ownership thereby influencing the risks borne by minority investors we explore two hypotheses with regard to these controlling shareholders and corporate transparency focusing on their role as monitor in place and their potential to exploit firm opacity to accrue private benefits of control to test these notions we create an opacity index that ranks the relative transparency of the two thousand largest industrial us firms and find founder and heir ownership in 22 and 25 of these firms respectively our analysis indicates that in large publicly traded companies both founder and heir firms are significantly more opaque than diffuse shareholder firms we also find that founder and heir controlled firms exhibit a negative relation to performance in all but the most transparent firms surprisingly additional tests reveal that concerns about divergences in ownership versus control management type dual class shares and board influence appear to be substantially less important than corporate opacity in explaining the performance impacts of founder and heir control finally we decompose corporate opacity into disclosure and market scrutiny components finding that the disclosure quality component appears to be of greater importance to investors however irrespective of whether these controlling shareholders create or stay in the firm because of corporate opacity our analysis suggests that founders and heirs in large publicly traded firms exploit opacity to extract private benefits at the expense of minority investors

portfolio preferences of foreign institutional investors the authors examine the relationship between foreign investment and the attributes of emerging market countries and firms in which investment is made their findings indicate that countries with higher levels of economic development and floating exchange rate regimes tend to have greater ability to obtain foreign capital after controlling for the country s level of economic development they find that firms in countries with stronger shareholder rights and legal framework attract more foreign capital the authors also find that foreign institutions allocate more of their assets to firms with better corporate governance after controlling for other country and firm attributes the main firm level measures of corporate governance are derived from accounting quality variables their results imply that steps can be taken both at the country and the firm level to create an environment conducive to foreign portfolio investment the analysis is based on a unique dataset consisting of equity positions of u s mutual funds in emerging markets

benefits of control capital structure and company growth this paper studies the influence of the private benefits of control on the capital structure and the growth of private companies it is argued that companies in which existing owners would lose more control if they expanded have smaller equity increases are more highly levered and grow more slowly the dataset covers 8 964 private uk companies with limited liability for up to 5 years potential loss of control is measured as the difference in the probability of winning a vote for the largest owner before and after a hypothetical equity increase consistent with the private benefits of control the results show that companies with a high potential loss of control do indeed have smaller equity increases use more debt and grow more slowly

shareholders agreements and voting power evidence from italian listed firms this work provides an empirical investigation of shareholders agreements signed in italy over the past decade the evidence shows that agreements produce a remarkable reshuffling of voting power shapley value among participants in particular the first owner gains much voting power at low levels of ownership concentration and his gain is decreasing in his ownership stake the opposite happens for the other participants in addition the likelihood that a supermajority rule is included in an agreement contract is increasing in the first owner s share of equity these findings are consistent with the hypothesis that agreements are used to correct situations where the first owner s power is at one of the two extremes either too low leading to insufficient monitoring over managers and gridlocks in decision making or too high enabling him to extract large private benefits of control

relative prices of dual class shares empirical studies of dual class shares indicate that superior voting shares svs sell at a premium relative to their counterpart restricted shares rvs this paper uses toronto stock exchange data to show that svs price premium over rvs reflects the expected takeover premium paid to shareholders outside the control block thus marginal shareholders pay a higher svs price in anticipation of receiving a differential takeover bid as suggested by the extra merger hypothesis further analysis indicates that voting power increases the price premium while ownership size and the higher trading liquidity of rvs are inversely related to the premium

fraud recovery and the quality of country governance abstract using supervisory data from u s financial institutions on fraud related losses in foreign markets we find that losses in countries with poor governance have lower recovery rates our results are robust to accounting for potential endogeneity and reverse causality concerns among numerous robustness checks the association is driven by intuitive governance dimensions such as control of corruption rule of law regulatory quality and government effectiveness in addition country governance plays a particularly important role in fraud recovery for firms with poor risk management quality overall this paper presents unique and novel evidence tying country governance quality to firm level risk realizations

economic evaluation of voting power of common stock this paper presents an economic evaluation of common stock voting rights an index of relative voting rights inequality for different classes of stock of the same corporation is constructed and the empirical relationship between the market premium on a superiorvoting stock and the voting inequality index is examined in only three out of the 25 cases could investors have arbitraged between the two classes of stock although in one case the arbitrage opportunity persisted for several months ownership and control of large corporations are two separate functions each shareholder typically holds a relatively small number of shares and hence lacks significant voting power as a result shareholders interest in the management of the firm is typically limited and a majority of them do not participate in the corporation s general meetings 1 thus the investment and financial decisions of the firm are made by a small group the management which effectively controls the firm the possible conflict of interest between these two groups and other various aspects of the separation of control and ownership are the subject of several studies 2 grossman and hart 5 show that even if the directors of the firm do not act in the best interest of the shareholders 3 it may be impossible for them to be disciplined and replaced by a takeover bid this raises the issue of whether theright to control the firm s activities has any economic value to focus the issue suppose a firm issues two classes of stock one with voting rights and the other with no voting rights and assume further that the two classes are entitled to the same pecuniary payoff in every state of the world according to traditional financial theory that asserts that two assets promising the same payoff in every state of nature must sell for the same price the voting rights would be worthless and we should expect the same market price for the two classes of stock however

ownership concentration in privatized firms the role of disclosure standards auditor choice and auditing infrastructure we rely on a unique data set to estimate the impact of disclosure standards and auditor related characteristics on ownership concentration in 190 privatized firms from 31 countries accounting transparency can help alleviate the agency conflict between minority investors and controlling shareholders which is evident in the extent of ownership concentration since the expropriation of corporate resources by insiders hinges on these private benefits remaining hidden after controlling for other country level and firm level determinants we find weak no evidence that extensive disclosure standards auditor choice reduce ownership concentration in contrast we provide strong robust evidence that ownership concentration is lower in countries with securities laws that specify a lower burden of proof in civil and criminal litigation against auditors consistent with ball s 2001 predictions collectively our research implies that minority investors worldwide value legal institutions that discipline auditors in the event of financial reporting failure over both the presence of a big five auditor and better disclosure standards

economic consequences of deregulation evidence from the removal of voting cap in indian banks abstract we examine the effect of the 2005 banking regulation amendment bill and the 2011 banking laws amendment bill proposals for removal of the 10 percent voting rights cap in indian banks the 2011 banking laws bill was first introduced in 2005 but lapsed with the dissolution of the 14th lok sabha the bill was passed in december 2012 and raised the voting cap in private sector banks from 10 to 26 percent we present evidence that the removal of the voting cap enhances the value of votes of bank stocks by reducing the wedge between cash flow and control rights thus increasing monitoring and the probability of takeover post deregulation analysis reveals that the passage of the bill was followed by increasing blockholders number and percentage of shares held in larger and government banks furthermore a stronger negative relationship between banks profitability and size as well as share of non performing loans is observed this study makes an important contribution to the growing literature on the valuation impact and efficiency gains of liberalization of ownership restrictions in emerging markets as well as the rich literature on corporate governance and control relating to the value of voting privilege in companies with disparate voting rights

on corporate governance a study of proxy contests abstract this paper examines a sample of firms experiencing proxy contests for seats on their board of directors dissident shareholders usually fail to obtain a majority of board seats nevertheless they capture some seats via mechanisms such as cumulative voting in over half of the sample contests regardless of proxy contest outcome positive and statistically significant share price performance is associated with the contest that finding is predicted by the standard economic analysis of proxy contests in which the challenges benefit shareholders by improving corporate performance the finding runs counter to the claim of berle 1962 that the economists view of proxy contests is a wholly imaginary picture a portion of the positive share price changes taking place in the early stages of some proxy contests is not permanent however and as suggested by manne 1962 is at least partially attributable to temporary increases in the market value of the vote attached to corporate shares

targeting capital structure the relationship between risky debt and the firm s likelihood of being acquired in a takeover wealth transfers from bidder and target equityholders to target debtholders can occur if target debt is coinsured by either the bidder s assets or by the synergy itself such wealth transfers reduce bidder and target shareholder gains and could poison the acquisition with a sample from 1979 90 the author finds that as the coinsurance potential of a firm s debt measured as the amount of relatively risky debt outstanding increases its likelihood of being acquired decreases in particular he finds this coinsurance deterrent to be strongest during the 1985 90 period and strongest for firms with public debt outstanding copyright 1996 by university of chicago press

incentive and entrenchment effects in european ownership in a large sample of european firms we analyze the value discount associated with disproportional ownership structures first documented by claessens et al 2002 consistent with a theoretical model of incentive and entrenchment effects we find higher value discount in family firms in firms with low cash flow concentration and in industries with higher amenity value furthermore the discount is higher in countries with good investor protection and higher for dual class shares than for pyramids we find no impact on operating performance likelihood of bankruptcy dividend policy or growth finally we discuss policy implications of these findings

takeover bids and the relative prices of shares that differ in their voting rights the relative prices of shares that differ only in their voting rights are modelled in our model voting rights become valuable when a control contest is decided through takeover bids for outside votes the study shows how the value of the voting right depends on the initial ownership distribution the share structure and the ability of the incumbent manager versus a rival for control empirical support for the model is provided using swedish stock market data

managerial ownership of voting rights abstract managers of firms with dual classes of common stock can choose different quantities of votes for a given cash flow interest by choosing different quantities of the two securities we study managerial stock holdings in 45 dual class firms and find that vote ownership per se is an important motivation for these holdings in that corporate officers and their families hold a median 56 9 of the votes and 24 0 of the common stock cash flows we also find significant family involvement in many sample firms and document four case studies in which explicit acquisition premiums were paid for superior voting shares

efficient and inefficient sales of corporate control this paper develops a framework for analyzing transactions that transfer a company s controlling block from an existing controller to a new controller this framework is used to compare the market rule which is followed in the united states with the equal opportunity rule which is used in many other countries the market rule is superior to the equal opportunity rule in facilitating efficient transfers of control but inferior to it in discouraging inefficient transfers conditions under which one of the two rules is overall superior are identified for example the market rule is superior if existing and new controllers draw their characteristics from the same distributions finally the rules effects on surplus division are analyzed and this examination reveals a rationale for mandatory rules

the value of the corporate voting right evidence from switzerland abstract this paper analyzes the value of voting power of swiss firms which usually issue high voting rights stock low voting rights stock and non voting stock two variables measuring voting power inequality are constructed they are both useful in explaining the voting rights premia also the allocation of the voting rights is analyzed it is shown that majority shareholders hold the high voting rights stock

investor protection and corporate governance recent research has documented large differences among countries in ownership concentration in publicly traded firms in the breadth and depth of capital markets in dividend policies and in the access of firms to external finance a common element to the explanations of these differences is how well investors both shareholders and creditors are protected by law from expropriation by the managers and controlling shareholders of firms we describe the differences in laws and the effectiveness of their enforcement across countries discuss the possible origins of these differences summarize their consequences and assess potential strategies of corporate governance reform we argue that the legal approach is a more fruitful way to understand corporate governance and its reform than the conventional distinction between bank centered and market centered financial systems

the value of the voting right a study of the milan stock exchange experience i study the large premium 82 percent attributed to voting shares on the milan stock exchange the premium varies according to the ownership structare and the concentration of the voting rights and it can be rationalized in the presence of enormous private benefits of control a case study seems to indicate that in italy private benefits of control can easily be worth more than 60 percent of the value of nonvoting equity a tentative explanation for these findings is provided traditional finance theory disregards the value of voting rights in pricing common stock in most cases this omission does not seem harmful many studies of differential voting stocks in different countries have indicated that voting rights are generally worth between 10 percent and 20 percent of the value of common stock the italian evidence i present differs sharply from this view in italy voting shares that have inferior dividend rights trade at an average premium

price differences between equity classes corporate control foreign ownership or liquidity abstract this paper is the first comprehensive study of price differences for dual class equity at the oslo stock exchange it analyzes the relative importance of corporate control foreign ownership restrictions and stock market liquidity for the price differences the norwegian market has the peculiar feature that in part of the sample period non voting shares were trading at a premium to voting shares i e what is usually termed the voting premium was negative this result can be rationalized by restrictions on foreign ownership in the later part of the period with no regulatory restrictions on foreign ownership the voting premium is positive and related to corporate governance and liquidity

the value of creditor control in corporate bonds this paper introduces a measure that captures the premium in bond prices that is due to the value of creditor control we estimate the premium as the difference in the bond price and an equivalent synthetic bond without control rights that is constructed using credit default swap cds contracts we find empirically that this premium increases as firm credit quality decreases and around important credit events such as defaults bankruptcies and covenant violations the increase is greatest for bonds most pivotal to changes in control changes in bond and cds liquidity do not appear to drive increases in the premium

capital labor and the firm a study of german codetermination under the german corporate governance system of codetermination employees are legally allocated control rights over corporate assets through seats on the supervisory board that is the board of nonexecutive directors the supervisory board oversees the management board the board of executive directors approves or rejects its decisions and appoints its members and sets their salaries we empirically investigate the implications of this sort of labor participation in corporate decision making we find that companies with equal representation of employees and shareholders on the supervisory board trade at a 31 stock market discount as compared with companies where employee representatives fill only one third of the supervisory board seats we show that under equal representation management board compensation provides incentives that are not conducive to furthering shareholders interests possibly because labor maximizes a different objective function than shareholders we document that under equal representation companies have longer payrolls than their one third representation peers have finally we provide evidence that shareholders respond to the allocation of control rights to labor by linking supervisory board compensation to firm performance and by leveraging up the firm jel g32 g34

ultimate ownership income management and legal and extra legal institutions this study provides evidence of the role of both legal and extra legal institutions in limiting the income management induced by the detachment of control rights from the cash flow rights of ultimate owners the tests use a unique comprehensive data set for firm level control and ownership structures from 9 east asian and 13 western european countries univariate regressions show that income management that is induced by the wedge between control rights and cash flow rights is significantly limited in countries with high statutory protection of minority rights proxied by legal tradition minority rights protection the efficiency of the judicial system or disclosure standards and effective extra legal institutions proxied by the effectiveness of competition laws diffusion of the press and tax compliance furthermore multiple regression results show that a common law tradition and an efficient judicial system subsume the effects of the other legal institutions and that a high rate of tax compliance subsumes the effects of the other extra legal institutions in curbing insider income management it is surprising that a high rate of tax compliance ultimately has a greater effect than legal tradition and the efficiency of the judicial system although this finding is unexpected given prior evidence on the dominant roles of legal institutions in macroeconomic issues and corporate policies it is consistent with the recent argument that effective tax enforcement is like a public good in that it can reduce insiders private control benefits an implication of this finding is that closer attention to extra legal institutions has the potential to enhance our understanding of the institutional reforms needed to limit insider private control benefits

full privatization through controlling rights transfer in china the extent of its success this article investigates the effect of the second step of privatization in china which is full privatization through controlling rights transfer after share issue partial privatization it finds that fully privatized firms perform worse than state controlled enterprises expropriation by private block shareholders is greater than that by state block shareholders furthermore increase in expropriation is negatively related to performance change the results suggest that full privatization may not yield the expected efficiency gains in transition economies with weak legal system they also emphasize the importance of preventing private block shareholders from exploiting minority shareholders in the process of full privatization

does corporate governance risk at home affect investment choices abroad abstract disparity between control and ownership rights gives rise to the risk of tunneling by the controlling shareholder and is prevalent in many emerging market economies and present in some developed countries at the same time international investors come from different countries whose home markets are characterized by varying degrees of control ownership disparity this paper studies whether this difference in investors home countries affects their portfolio choice in an emerging market it combines two unique data sets on ownership and control in business groups and investor stock level foreign investment in korea a key finding is that investors from low disparity countries disfavor high disparity stocks in korea but investors from high disparity countries are indifferent moreover investors from low disparity countries became averse to disparity only after the asian financial crisis these results suggest that the nature of corporate governance in international investors home countries affects their portfolio choice abroad and therefore these investors should not be lumped together in the analyses of their portfolio choice

the market value of corporate votes theory and evidence from option prices this paper proposes a new method using option prices to estimate the market value of the shareholder voting rights associated with a stock the method consists of synthesizing a nonvoting share using put call parity and comparing its price to that of the underlying stock empirically we find this measure of the value of voting rights to be positive and increasing in the time to expiration of synthetic stocks the measure also increases around special shareholder meetings periods of hedge fund activism and m a events the method is likely useful in studies of corporate control and also has asset pricing implications

opening the black box of csr decision making a policy capturing study of charitable donation decisions in china this policy capturing study conducted in china investigated the cognitive basis of managerial decisions to make a corporate charitable donation a global issue in the context of corporate social responsibility csr research and practice participants n 376 responded to a series of scenarios manipulating pressure from the five stakeholders government customers competitors employees and shareholders most commonly addressed by csr research the independent variables examined included organizational factors industry ownership previous company donation firm size firm age and perceived ceo attitudes toward charity and the participants personal values results indicate a large positive effect of shareholder and governmental pressure on the decision with lesser positive effects from customers and competitors surprisingly employee pressure had a negative effect on the decision to make a charitable donation further personal values and perceived ceo attitudes toward charity were significantly related to the decisions participants made in line with our theorizing the findings indicate that a combination of personal organizational and institutional factors was salient in the minds of decision makers

explaining the decline in the offer rate of employer retirement plans between 2003 and 2012 workplace retirement plans deferred compensation plans dcs and deferred benefit plans dbs help workers save for retirement conveniently consistently and automatically but the percentage of

what determines the value of corporate votes this paper studies the determinants of the value of voting rights in u s corporations results support the hypothesis that the price of a vote is determined by the expected additional payment vote holders will receive for their votes in case of a control contest the size of this differential payment is a function of the probability that a vote is pivotal in a control contest and the magnitude of the private benefits obtainable by controlling the company simple proxies for these two factors explain up to 30 percent of the variation of the voting premium across companies and through time my findings also suggest that the value of managerial perquisites are at least partially reflected in the price of votes

the role of law in economic growth a literature review abstract compared with other explanatory variables such as capital accumulation technological innovations geographical endowments economic openness and cultural factors institutions especially legal institutions have been regarded as a crucial condition for economic growth in recent years the importance of legal rules is systematically revealed by a series of cross country econometric studies conducted by la porta et al who claim that legal origins are central to understanding the divergence in living standards across the regions and countries of the world and compared with civil law countries especially those countries with french civil law tradition common law countries have enjoyed superior economic outcomes the controversies set off by la porta et al s proposition indicate that there are a number of questions that are difficult to explain by la porta et al s theory and hence call for more work on comparative analysis of different legal families before a consensus can be reached

overseas listing as a policy tool evidence from china s h shares abstract we investigate why the chinese government chooses to perform share issue privatization sip of its state owned enterprises soes in hong kong despite the benefit of facilitating the domestic stock market development if performing sip in china subrahmanyam and titman 1999 and the higher cost to list in hong kong we address this issue by arguing that the positive effect of sips on the development of the domestic market may have limitations especially when the domestic market is not well developed and cannot absorb rapid and large scale sip activities to maintain domestic market order it may be optimal to carry out sip in overseas markets furthermore by listing shares in developed overseas markets soes from the less developed countries could leverage on the overseas markets better accounting governance and legal standards by examining a sample of 92 chinese firms listed in hong kong and the relevant control samples of purely domestically listed chinese firms during the period of 1993 2006 we find supporting evidence for both arguments

ownership of equity in dual class firms abstract the paper investigates the hypothesis that large shareholders use shares with differential voting rights for the purpose of expropriating minority shareholders consistent with several theoretical arguments but inconsistent with the expropriation hypothesis we find that large shareholders own much more equity than required for control we also show how the law can construct a regulation which reduces the opportunity for expropriation and at the same time allows for the possible benefits of differential voting rights

cluster sample methods in applied econometrics inference methods that recognize the clustering of individual observations have been available for more than 25 years brent moulton 1990 caught the attention of economists when he demonstrated the serious biases that can result in estimating the effects of aggregate explanatory variables on individual specific response variables the source of the downward bias in the usual ordinary least squares ols standard errors is the presence of an unobserved state level effect in the error term more recently john pepper 2002 showed how accounting for multi level clustering can have dramatic effects on t statistics while adjusting for clustering is much more common than it was 10 years ago inference methods robust to cluster correlation are not used routinely across all relevant settings in this paper i provide an overview of applications of cluster sample methods both to cluster samples and to panel data sets

price effects of dual class shares at the end of 1983 up to 10 per cent of the aggregate value of the toronto stock exchange was accounted for by shares with restricted voting privileges in most cases these shares were distributed to holders of the original common stock the approach is similar to a stock split where the firm exchanges say one restricted voting rv share and one superior voting sv share for each original common analysis of the cumulated cross sectional differences between the returns observed over such a stock split period and model generated expected returns reveals the price effects of rv share issuance there are no significant effects prior to a firm s announcement of intent to issue rv shares and only weak evidence of a price decline in conjunction with the announcement a significant fraction of firms exhibit declining share prices in conjunction with the actual issuance of rv shares however furthermore the decline is traceable to a decrease in rv share prices which precedes an increase in sv share prices by about one day in effect holders of sv shares enjoy a relative positive premium of roughly 7 per cent the evidence suggests that investors are likely to vote with their feet to choose alternative investments rather than hold shares with restricted voting privileges it is thus particularly important that minority shareholders be given a say in a firm s decision to issue such shares

differentiated bids for voting and restricted voting shares in public tender offers abstract this paper develops a model for takeover bid premiums of voting and restricted voting shares when the bidder wants 100 of the target firm for this special case a higher bid premium may be offered either to the voting or to the restricted voting shareholders we also analyze consequences of the equal offer and one share one vote principles and investigate the model s explanatory power on swedish data

business groups and the natural state abstract recent revisionist accounts of corporate governance in both business history and finance are challenging the tradition narrative associated with berle and means 1932 and chandler 1977 in which the american model of diffuse ownership and coherent diversification is both an inevitable outcome of economic development and perhaps a normative standard for the world to follow this essay is an attempt to rethink that narrative in light of the continued significance of the pyramidal business group as a governance structure around the world i argue that business groups arise in response both to inadequacies in arm s length markets and to the needs of what north et al 2009 call the natural state in this view the quality of markets and the demands of the state are tightly interconnected phenomena such a perspective explains the emergence of business groups in developing countries as well as their persistence even in wealthy and sophisticated polities apart from the u s and the u k in the end moreover i endorse the view that the much discussed and oft misunderstood exceptionalism of the u s in corporate governance arises not only from the sophistication of american markets but also importantly from government policies toward corporate taxation and securities regulation policies that arose from the unique public choice problem posed by the differential effect on the u s of the collapse of globalization during the middle years of the twentieth century

the changing of the boards the impact on firm valuation of mandated female board representation in 2003 a new law required that 40 of norwegian firms directors be women at the time only 9 of directors were women we use the prequota cross sectional variation in female board representation to instrument for exogenous changes to corporate boards following the quota we find that the constraint imposed by the quota caused a significant drop in the stock price at the announcement of the law and a large decline in tobin s q over the following years consistent with the idea that firms choose boards to maximize value the quota led to younger and less experienced boards increases in leverage and acquisitions and deterioration in operating performance copyright 2012 oxford university press

diversification and ownership concentration abstract if controlling shareholders can divert profits equity ownership is more concentrated the higher the stock returns correlation a higher returns correlation reduces the benefits of diversification giving rise to both a higher investment by the controlling shareholder in the asset that he controls and a lower investment by the non controlling shareholders the empirical analysis supports the predictions of the model equity ownership is more concentrated in countries where the stock returns correlation is higher moreover the intensity of the relationship between the stock returns correlation and ownership concentration is amplified by poor investor protection

the effectiveness of public enforcement evidence from the resolution of tunneling in china this paper examines the effectiveness of public enforcement by studying the effects of regulatory intervention to curb tunneling through intercorporate loans in china specifically we explore whether public enforcement efforts in 2006 blacklisting and sanctions resulted in less tunneling and ultimately in increased performance for tunneling firms we show that tunneling is among the dominant factors increasing the likelihood of becoming blacklisted we also find that firms tunneling mechanisms decreased significantly after the regulatory shock and that their performance increased significantly compared to non tunneling firms after the regulatory shock finally we find a positive market reaction to the public announcement of tunneling both for firms that have been blacklisted and other tunneling firms that are not blacklisted collectively these results suggest that public enforcement in the presence of a credible threat succeeds in deterring the effect on tunneling behavior in china

culture openness and finance abstract differences in culture proxied by differences in religion and language cannot be ignored when examining why investor protection differs across countries we show that a country s principal religion predicts the cross sectional variation in creditor rights better than a country s natural openness to international trade its language its income per capita or the origin of its legal system catholic countries protect the rights of creditors less well than protestant countries a country s natural openness to international trade mitigates the influence of religion on creditor rights culture proxies are also helpful in understanding how investor rights are enforced across countries

plant size and the decline of unionism abstract declining plant size is shown to explain a significant portion of the recent decline in unionism particularly in manufacturing the paper also shows how to use the probit model to decompose the change in unionism into explained and unexplained components

competition in the swedish coffee market 1978 2002 abstract are multinationals exploiting their market power in national coffee markets by keeping consumer prices too high and thereby limiting demand for imports of coffee beans the purpose of this study is to address this issue by testing if there is market power in the swedish market for roasted coffee the market structure is typical of many consumer markets for coffee with four very large roasting companies two of which are multinationals plus many small ones to analyze the degree of market power an oligopoly model is estimated using market time series data the econometric approach is to first test for long run relationships between the variables with cointegration analysis and then to estimate a system of equations for demand and pricing behavior our key finding is that there is evidence of some market power in the short run but none in the long run

should business groups be dismantled the equilibrium costs of efficient internal capital markets abstract we analyze the relationship between conglomerates internal capital markets and the efficiency of economy wide capital allocation and we identify a novel cost of conglomeration that arises from an equilibrium framework because of financial market imperfections engendered by imperfect investor protection conglomerates that engage in winner picking stein 1997 internal capital markets and the competition for corporate resources journal of finance 52 111 133 find it optimal to allocate scarce capital internally to mediocre projects even when other firms in the economy have higher productivity projects that are in need of additional capital this bias for internal capital allocation can decrease allocative efficiency even when conglomerates have efficient internal capital markets because a substantial presence of conglomerates might make it harder for other firms in the economy to raise capital we also argue that the negative externality associated with conglomeration is particularly costly for countries that are at intermediary levels of financial development in such countries a high degree of conglomeration generated for example by the control of the corporate sector by family business groups could decrease the efficiency of the capital market our theory generates novel empirical predictions that cannot be derived in models that ignore the equilibrium effects of conglomerates these predictions are consistent with anecdotal evidence that the presence of business groups in developing countries inhibits the growth of new independent firms because of a lack of finance

the diminishing benefits of u s cross listing economic consequences of sec rule 12h 6 on mar 21 2007 the u s securities and exchange commission sec passed exchange act rule 12h 6 to make it easier for cross listed firms to deregister from the u s market and escape its regulatory costs using difference in difference dd tests we find that on average rule 12h 6 s passage induced an increase in voting premium a decline in equity raising and a decline in cross listing premium these effects are observed for exchange listed firms and for firms from countries with weak investor protection we conclude that although cross listed firms are still valued at a significant premium over non cross listed firms the rule decreased the value of commitment to the u s regulatory system