Ultimate controlling shareholders and dividend payout policy in Chinese stock market

Departing from the traditional cash flow rights-dividend policy framework, this study investigates whether the level of control rights and the types of ultimate controlling shareholders (UCSs) of listed firms in China influence their cash dividend payout. We find that the level of control rights is positively associated with both the probability to pay and the level of cash dividend payout, which indicates that UCSs use cash dividends to reduce the agency cost of free cash flow and redirect listed firms' cash balance. Furthermore, different types of UCSs influence dissimilarly on the controlled firms' cash dividends, which can be attributed to the backgrounds of these UCSs originating from China's unique partial share issuance privatization process.

Essays on the Costs and Benefits of Large Shareholders in Corporate Governance (summary section only)

“Corporate governance deals with the ways in which suppliers of finance to firms assure themselves of getting a return on their investment” (Shleifer and Vishny (1997, p. 737). According to La Porta et al. (1999), research in corporate finance relevant for most countries should focus on the incentives and capabilities of controlling shareholders to treat themselves preferentially at the expense of minority shareholders. Accordingly, this thesis sets out to answer a number of research questions regarding the role of large shareholders in public firms that have received little attention in the literature so far. A common theme in the essays stems from the costs and benefits of individual large-block owners and the role of control contestability from the perspective of outside minority shareholders. The first essay empirically examines whether there are systematic performance differences between family controlled and nonfamily controlled firms in Western Europe. In contrast to the widely held view that family control penalizes firm value, the essay shows that publicly traded family firms have higher performance than comparable firms. In the second essay, we present both theoretical and empirical analysis on the effects of control contestability on firm valuation. Consistent with the theoretical model, the empirical results show that minority shareholders benefit from a more contestable control structure. The third essay explores the effects of individual large-block owners on top management turnover and board appointments in Finnish listed firms. The results indicate that firm performance is an important determinant for management and board restructurings. For certain types of turnover decisions the corporate governance structure influences the performance / turnover sensitivity. In the fourth essay, we investigate the relation between the governance structure and dividend policy in Finnish listed firms. We find evidence in support of the outcome agency model of dividends stating that lower agency conflicts should be associated with higher dividend payouts.

The cost of multiple large shareholders

Previous research argues that large non-controlling shareholders enhance firm value because they deter expropriation by the controlling shareholder. We propose that the conflicting incentives faced by large shareholders may induce a nonlinear relationship between the relative size of large shareholdings and firm value. Consistent with this prediction, we present evidence that there are costs of having a second (and third) largest shareholder, especially when the largest shareholdings are similar in size. Our results are robust to various relative size proxies, firm performance measures, model specifications, and potential endogeneity issues.

Controlling shareholder, expropriations and firm’s leverage decision: Evidence from Chinese Non-tradable share reform

This paper examines the effect of excess control rights on the leverage decisions made by Chinese non-SOEs before and after the Non-tradable share reform (NTS reform). We find that firms with excess control rights have more excess leverage and their controlling shareholders use the resources for tunneling rather than investing in positive NPV projects. We also find that excess leverage in firms with excess control rights decreases and the market reaction to announcements of related party transactions are more positive after NTS reform. This confirms that tunneling by the controlling shareholders actually reduced. We argue that in emerging markets where legal protection for creditors and shareholders is weak, controlling shareholders borrow excess debt to tunnel through inter-corporate loans and related party transactions. Furthermore the privatization of these economies can reduce the controlling shareholders' tunneling activities and associated excess leverage which destroys firm value.

Multiple large shareholders in corporate governance

Large shareholders of firms with majority bIocks are often at the heIm of their companies and do not necessarily have the same interests as minority shareholders. We show that bargaining problems Ied by the presence of muItipIe controlling shareholders protect minority shareholders. The same bargaining problems, however, prevent efficient decisions. By solving this trade-off we find that i) muItipIe controlling shareholders should be present in firms with Iarge costs of diIuting minority shareholders and in firms with Iarge financing requirements, ii) an optimal ownership structure requires the presence of a dass of shareholders - the minority shareholders - with no control over corporate decisions. Evidence on the ownership structure of dose corporations in the V.S. is consistent with our model.

Expropriation of minority shareholders and payout policy

This paper studies the payout policy of Italian firms controlled by large majority shareholders (controlled firms). The paper reports that a firm’s share of dividends in total payout (dividends plus repurchases) is negatively related to the size of the cash flow stake of the firm’s controlling shareholder and positively associated with the wedge between the controlling shareholder’s control rights and cash flow rights. These findings are consistent with the substitute model of payout. One of the implications of this model is that controlled firms with weak corporate governance set-ups, in which controlling shareholders have strong incentives to expropriate minority shareholders, tend to prefer dividends over repurchases when disgorging cash.

Outsider board activity, ownership structure and firm value : evidence from Korea

Using a sample of publicly listed firm in Korea from 2002 to 2006, this article examines the impact of board monitoring on firm value and productivity. We use outsider's attendance of board meetings as a proxy for board monitoring. Consistent with the commitment hypothesis, we find that outsider's attendance rate increases firm value, suggesting that attending board meeting itself is a strong signal that reflects outsider's intention to monitor insiders. While ownership of controlling shareholders negatively affects firm value, this relationship is not moderated by increased monitoring by outsiders. Our findings provide further evidence that the outside director system is less effective in chaebol-affiliated firms. Results also indicate that the effect of outsider's board monitoring activity on investor's valuation of the firm is greater than on productivity improvement of the firm. Our conclusions are robust for possible endogeneity in the relationship between firm value and board attendance by outside directors.

Essays on Corporate Governance and the Quality of Disclosed Earnings: Across Transitional Europe

A growing body of empirical research examines the structure and effectiveness of corporate governance systems around the world. An important insight from this literature is that corporate governance mechanisms address the excessive use of managerial discretionary powers to get private benefits by expropriating the value of shareholders. One possible way of expropriation is to reduce the quality of disclosed earnings by manipulating the financial statements. This lower quality of earnings should then be reflected by the stock price of firm according to value relevance theorem. Hence, instead of testing the direct effect of corporate governance on the firm’s market value, it is important to understand the causes of the lower quality of accounting earnings. This thesis contributes to the literature by increasing knowledge about the extent of the earnings management – measured as the extent of discretionary accruals in total disclosed earnings - and its determinants across the Transitional European countries. The thesis comprises of three essays of empirical analysis of which first two utilize the data of Russian listed firms whereas the third essay uses data from 10 European economies. More specifically, the first essay adds to existing research connecting earnings management to corporate governance. It testifies the impact of the Russian corporate governance reforms of 2002 on the quality of disclosed earnings in all publicly listed firms. This essay provides empirical evidence of the fact that the desired impact of reforms is not fully substantiated in Russia without proper enforcement. Instead, firm-level factors such as long-term capital investments and compliance with International financial reporting standards (IFRS) determine the quality of the earnings. The result presented in the essay support the notion proposed by Leuz et al. (2003) that the reforms aimed to bring transparency do not correspond to desired results in economies where investor protection is lower and legal enforcement is weak. The second essay focuses on the relationship between the internal-control mechanism such as the types and levels of ownership and the quality of disclosed earnings in Russia. The empirical analysis shows that the controlling shareholders in Russia use their powers to manipulate the reported performance in order to get private benefits of control. Comparatively, firms owned by the State have significantly better quality of disclosed earnings than other controllers such as oligarchs and foreign corporations. Interestingly, market performance of firms controlled by either State or oligarchs is better than widely held firms. The third essay provides useful evidence on the fact that both ownership structures and economic characteristics are important factors in determining the quality of disclosed earnings in three groups of countries in Europe. Evidence suggests that ownership structure is a more important determinant in developed and transparent countries, while economic determinants are important determinants in developing and transitional countries.

Um estudo sobre a relação entre ações preferenciais e valor de mercado das empresas brasileiras de capital aberto

O mercado de capitais brasileiro se caracteriza pela alta concentração de poder nas mãos de poucos acionistas controladores. No Brasil, a existência de ações preferenciais sem direito a voto enseja o surgimento de conflito de agência entre acionistas controladores e acionistas minoritários, agravado pelo fato de que o controle pode ser exercido com uma participação relativamente pequena sobre o total de ações emitidas pelas companhias. A concentração de propriedade permitiria a possibilidade de expropriação dos direitos dos minoritários. Diversos estudos empíricos vêm sendo realizados ao longo dos últimos anos com o objetivo de avaliar a influência da estrutura de propriedade das ações sobre o valor de mercado das companhias. Nesse contexto, o presente trabalho pretende trazer novas contribuições, com ênfase na participação de ações preferenciais na estrutura de propriedade. Neste trabalho, usando uma amostra de empresas de capital aberto negociadas na BM&FBOVESPA, a partir de teste de diferença de médias, rejeita-se a hipótese de igualdade de valor entre empresas que só possuem ações ON em sua estrutura de propriedade, em relação às que possuem ambos os tipos, ON e PN. Em continuidade, usando modelos de regressão linear, encontra-se relação negativa estatisticamente significativa entre valor de mercado das empresas e variável utilizada para caracterizar a estrutura de propriedade, especificamente, a diferença entre o percentual de participação dos acionistas não controladores no total de ações PN e o percentual de participação dos acionistas controladores no total de ações PN.

A responsabilidade do cotista do fundo de investimento em participações

A presente dissertação tem por escopo traçar os contornos do regime de responsabilidade do cotista de fundo de investimento em participações FIP. Para tanto, serão analisados os aspectos históricos, a natureza jurídica e a forma como os fundos de investimento são estruturados no direito brasileiro, com foco no fundo de investimento em participações. Tendo em vista que o FIP pode assumir posição de controlador de companhia na qual realiza investimento,a dissertação também trata, de forma sucinta, da estrutura do poder de controle, da identificação do acionista controlador e das hipóteses de sua responsabilização. Na sequência, são apontadas as hipóteses de responsabilização direta e indireta dos cotistas de fundos de investimento em participações. A pesquisa busca demonstrar que o cotista do FIP, em razão da responsabilidade subsidiária decorrente da obrigação de arcar com o patrimônio negativo do fundo, está sujeito a responsabilidade indireta incompatível com o seu papel de investidor. Por fim, aponta-se uma possível solução para o problema da responsabilidade do cotista do FIP.

Empirical evidences on voluntary delisting phenomenon

The paper studies what drives firms to voluntary delist from capital markets and what differs in firms’ behavior and fundamentals between public-to-private transactions and M&A deals with listed corporations. Moreover, I study the relationship between ownership percentage in controlling shareholders’ hands and cumulative returns around the delisting public announcement. I perform my tests both for the Italian and the US markets and I compare the findings to better understand how the phenomenon works in these different institutional environments. Consistent with my expectations, I find that the likelihood of delisting is mainly related to size, underperformance and undervaluation, while shareholders are more rewarded when their companies are involved in PTP transactions than in M&As with public firms.

L’activisme actionnarial : une perspective canadienne

Si l’on considère que le rôle des actionnaires varie dans un continuum qui s’étend de la passivité à l’une des extrémités jusqu’au contrôle total de la société dans laquelle ils ont investi, on peut affirmer que si, à une certaine époque, les investisseurs institutionnels ont privilégié une certaine forme d’apathie rationnelle, cette réalité a évolué. Loins d’avoir atteint l’autre extrémité du spectre, on doit néanmoins constater que désormais, les dirigeants et les actionnaires dominants doivent faire face à un nombre limité d’actionnaires institutionnels qui se connaissent et détiennent une part importante des titres d’une société. Malgré la présence d’obstacles légaux et organisationnels qui entravent toujours aujourd’hui l’exercice des droits des actionnaires, il semble que les interventions des investisseurs institutionnels aient transcendé la règle de la majorité en ayant recours à des moyens inusités pour diminuer les risques d’opportunisme au sein des sociétés ouvertes. En effet, si l’activisme des investisseurs institutionnels est un phénomène complexe qui prend des formes multiples souvent opaques et qui est difficile à cerner avec précision, il est néanmoins possible d’affirmer que ce mécanisme de gouvernance joue un rôle des plus importants en contribuant à limiter les coûts d’agence découlant de l’extraction de bénéfices privés par les dirigeants et les actionnaires dominants. En effet, au Canada, où la structure de propriété d’une majorité de sociétés est concentrée, l’activisme actionnarial permet de faire contrepoids au vaste pouvoir discrétionnaire des dirigeants ainsi qu’à l’influence qu’exercent les actionnaires dominants afin d’assurer une certaine forme de protection aux droits des actionnaires minoritaires.

The effectiveness of non-executive directors in Chinese state-owned enterprises

Purpose – The primary aim of this paper is to examine whether boards of directors with independent members function as effective corporate governance mechanisms in Chinese State-Owned Enterprises(SOEs), by analysing four characteristics of non-executive directors (NEDs) that impact on their effectiveness, namely their degree of independence, information, incentive, and competence. Design/methodology/approach – Being exploratory in nature, the research uses qualitative methods for data collection. It is based on an interpretivist perspective of social sciences, analysing and explaining the factors that influence the effectiveness of NEDs. Findings – The findings indicate that the NED system is weak in China as a result of the concentrated ownership structure, unique business culture, intervention of controlling shareholders and the lack of understanding of the benefits brought by NEDs. Research limitations/implications – The paper examines the salient features of and challenges to the system of NEDs of SOEs in present-day China. It provides an understanding of how the various perceptions of the board, gathered from in-depth interviews of corporate directors, leads to new interpretations of board effectiveness. The research, however, is limited owing to a relatively small sample size and the sensitive nature of the information collected. Originality/value – The study aims to fill gaps in the literature and contribute to it by assessing the “real” views and perceptions of NEDs in China in an institutional environment significantly different from that of the USA, the UK and other western economies.

Does banks’ dual holding affect bank lending and firms’ investment decisions? Evidence from China

This study investigates the effect of banks’ dual holding on bank lending and firms’ investment decisions using a sample of listed firms in China. We find that dual holding leads to easier access to bank loans, a result that is more pronounced for non-state-owned enterprises (non-SOEs) than SOEs. We also find that dual holding distorts banks’ lending decisions and harms the investment efficiency for SOEs, while resulting in optimal lending decisions and enhanced investment efficiency for non-SOEs. For non-SOEs, further analysis suggests that optimal lending decisions and efficient investment can be achieved for firms with higher ownership concentration, and firms in which the family and foreign investors are the controlling shareholders. We argue that, in emerging markets, whether a bank plays a monitoring role by directly holding the debt and equity claims of companies relies heavily on whether the potential collusion between firm executives and bank managers can be averted, which in turn is determined by the firms’ governance framework and ownership structure.

Disproportional ownership structure and pay–performance relationship: evidence from China’s listed firms

This paper examines the impact of ownership structure on executive compensation in China's listed firms. We find that the cash flow rights of ultimate controlling shareholders have a positive effect on the pay–performance relationship, while a divergence between control rights and cash flow rights has a significantly negative effect on the pay–performance relationship. We divide our sample based on ultimate controlling shareholders' type into state owned enterprises (SOE), state assets management bureaus (SAMB), and privately controlled firms. We find that in SOE controlled firms cash flow rights have a significant impact on accounting based pay–performance relationship. In privately controlled firms, cash flow rights affect the market based pay–performance relationship. In SAMB controlled firms, CEO pay bears no relationship with either accounting or market based performance. The evidence suggests that CEO pay is inefficient in firms where the state is the controlling shareholder because it is insensitive to market based performance but consistent with the efforts of controlling shareholders to maximize their private benefit.