Agency Problems and Dividend Policies Around the World

This paper outlines and tests two agency models of dividends. According to the “outcome” model, dividends are the result of effective pressure by minority shareholders to force corporate insiders to disgorge cash. According to the “substitute” model, insiders interested in issuing equity in the future choose to pay dividends to establish a reputation for decent treatment of minority shareholders. The first model predicts that stronger minority shareholder rights should be associated with higher dividend payouts; the second model predicts the opposite. Tests on a cross-section of 4,000 companies from 33 countries with different levels of minority shareholder rights support the outcome agency model of dividends. The authors are from Harvard University, Harvard University, Harvard University and University of Chicago, respectively. They are grateful to Alexander Aganin for excellent research assistance, and to Lucian Bebchuk, Mihir Desai, Edward Glaeser, Denis Gromb, Oliver Hart, James Hines, Kose John, James Poterba, Roberta Romano, Raghu Rajan, Lemma Senbet, René Stulz, Daniel Wolfenzohn, Luigi Zingales, and two anonymous referees for helpful comments. 2 The so-called dividend puzzle (Black 1976) has preoccupied the attention of financial economists at least since Modigliani and Miller’s (1958, 1961) seminal work. This work established that, in a frictionless world, when the investment policy of a firm is held constant, its dividend payout policy has no consequences for shareholder wealth. Higher dividend payouts lead to lower retained earnings and capital gains, and vice versa, leaving total wealth of the shareholders unchanged. Contrary to this prediction, however, corporations follow extremely deliberate dividend payout strategies (Lintner (1956)). This evidence raises a puzzle: how do firms choose their dividend policies? In the United States and other countries, the puzzle is even deeper since many shareholders are taxed more heavily on their dividend receipts than on capital gains. The actual magnitude of this tax burden is debated (see Poterba and Summers (1985) and Allen and Michaely (1997)), but taxes generally make it even harder to explain dividend policies of firms. Economists have proposed a number of explanations of the dividend puzzle. Of these, particularly popular is the idea that firms can signal future profitability by paying dividends (Bhattacharya (1979), John and Williams (1985), Miller and Rock (1985), Ambarish, John, and Williams (1987)). Empirically, this theory had considerable initial success, since firms that initiate (or raise) dividends experience share price increases, and the converse is true for firms that eliminate (or cut) dividends (Aharony and Swary (1980), Asquith and Mullins (1983)). Recent results are more mixed, since current dividend changes do not help predict firms’ future earnings growth (DeAngelo, DeAngelo, and Skinner (1996) and Benartzi, Michaely, and Thaler (1997)). Another idea, which has received only limited attention until recently (e.g., Easterbrook (1984), Jensen (1986), Fluck (1998a, 1998b), Myers (1998), Gomes (1998), Zwiebel (1996)), is 3 that dividend policies address agency problems between corporate insiders and outside shareholders. According to these theories, unless profits are paid out to shareholders, they may be diverted by the insiders for personal use or committed to unprofitable projects that provide private benefits for the insiders. As a consequence, outside shareholders have a preference for dividends over retained earnings. Theories differ on how outside shareholders actually get firms to disgorge cash. The key point, however, is that failure to disgorge cash leads to its diversion or waste, which is detrimental to outside shareholders’ interest. The agency approach moves away from the assumptions of the Modigliani-Miller theorem by recognizing two points. First, the investment policy of the firm cannot be taken as independent of its dividend policy, and, in particular, paying out dividends may reduce the inefficiency of marginal investments. Second, and more subtly, the allocation of all the profits of the firm to shareholders on a pro-rata basis cannot be taken for granted, and in particular the insiders may get preferential treatment through asset diversion, transfer prices and theft, even holding the investment policy constant. In so far as dividends are paid on a pro-rata basis, they benefit outside shareholders relative to the alternative of expropriation of retained earnings. In this paper, we attempt to identify some of the basic elements of the agency approach to dividends, to understand its key implications, and to evaluate them on a cross-section of over 4,000 firms from 33 countries around the world. The reason for looking around the world is that the severity of agency problems to which minority shareholders are exposed differs greatly across countries, in part because legal protection of these shareholders vary (La Porta et al. (1997, 1998)). Empirically, we find that dividend policies vary across legal regimes in ways consistent with a particular version of the agency theory of dividends. Specifically, firms in common law 4 countries, where investor protection is typically better, make higher dividend payouts than firms in civil law countries do. Moreover, in common but not civil law countries, high growth firms make lower dividend payouts than low growth firms. These results support the version of the agency theory in which investors in good legal protection countries use their legal powers to extract dividends from firms, especially when reinvestment opportunities are poor. Section I of the paper summarizes some of the theoretical arguments. Section II describes the data. Section III presents our empirical findings. Section IV concludes. I. Theoretical Issues. A. Agency Problems and Legal Regimes Conflicts of interest between corporate insiders, such as managers and controlling shareholders, on the one hand, and outside investors, such as minority shareholders, on the other hand, are central to the analysis of the modern corporation (Berle and Means (1932), Jensen and Meckling (1976)). The insiders who control corporate assets can use these assets for a range of purposes that are detrimental to the interests of the outside investors. Most simply, they can divert corporate assets to themselves, through outright theft, dilution of outside investors through share issues to the insiders, excessive salaries, asset sales to themselves or other corporations they control at favorable prices, or transfer pricing with other entities they control (see Shleifer and Vishny (1997) for a discussion). Alternatively, insiders can use corporate assets to pursue investment strategies that yield them personal benefits of control, such as growth or diversification, without benefitting outside investors (e.g., Baumol (1959), Jensen (1986)). What is meant by insiders varies from country to country. In the United States, U.K., 5 Canada, and Australia, where ownership in large corporations is relatively dispersed, most large corporations are to a significant extent controlled by their managers. In most other countries, large firms typically have shareholders that own a significant fraction of equity, such as the founding families (La Porta, Lopez-de-Silanes, and Shleifer (1999)). The controlling shareholders can effectively determine the decisions of the managers (indeed, managers typically come from the controlling family), and hence the problem of managerial control per se is not as severe as it is in the rich common law countries. On the other hand, the controlling shareholders can implement policies that benefit themselves at the expense of minority shareholders. Regardless of the identity of the insiders, the victims of insider control are minority shareholders. It is these minority shareholders that would typically have a taste for dividends. One of the principal remedies to agency problems is the law. Corporate and other law gives outside investors, including shareholders, certain powers to protect their investment against expropriation by insiders. These powers in the case of shareholders range from the right to receive the same per share dividends as the insiders, to the right to vote on important corporate matters, including the election of directors, to the right to sue the company for damages. The very fact that this legal protection exists probably explains why becoming a minority shareholder is a viable investment strategy, as opposed to just being an outright giveaway of money to strangers who are under few if any obligations to give it back. As pointed out by La Porta et al. (1998), the extent of legal protection of outside investors differs enormously across countries. Legal protection consists of both the content of the laws and the quality of their enforcement. Some countries, including most notably the wealthy common law countries such as the U.S. and the U.K., provide effective protection of minority shareholders 6 so that the outright expropriation of corporate assets by the insiders is rare. Agency problems manifest themselves primarily through non-value-maximizing investment choices. In many other countries, the condition of outside investors is a good deal more precarious, but even there some protection does exist. La Porta et al. (1998) show in particular that common law countries appear to have the best legal protection of minority shareholders, whereas civil law countries, and most conspicuously the French civil law countries, have the weakest protection. The quality of investor protection, viewed as a proxy for lower agency costs, has been shown to matter for a number of important issues in corporate finance. For example, corporate ownership is more concentrated in countries with inferior shareholder protection (La Porta et al. (1998), La Porta, Lopez-de-Silanes, and Shleifer (1999)). The valuation and breadth of cap