Corporate Transformation to the Multilayered Subsidiary Form: Changing Economic Conditions and State Business Policy

Despite the prevalence of corporate change in the last decade, researchers have not examined whether a change occurred in the corporate form. The analysis here presents a historical case study of a large U.S. corporation and quantitative data on the largest 100 U.S. industrial corporations. The case study examines the effects of changing economic conditions and state business policy on the corporate form. This study demonstrates that the corporation changed to a multilayered subsidiary form (MLSF): a corporation with a hierarchy of two or more levels of subsidiary corporations with a parent company at the top of the hierarchy operating as a management company. Whereas rising debt and increasing competition in the 1970s and 1980s undermined corporations' capacity to accumulate capital, changes in state business policy in the mid-1980s provided the political-legal structure for corporations to restructure their assets as subsidiary corporations tax free. Changes in state business policy also provided a means for corporations to merge, acquire, and spin-off subsidiary corporations tax free. Quantitative data on the 100 largest U.S. industrial corporations show that while the multidivisional form decreased, the MLSF increased between 1981 and 1993. Findings support a capital dependence framework. The MLSF constructs liability firewalls among corporate entities and creates internal capital markets, reducing dependence on external capital markets.     

CORPORATE TAX LAWS, CORPORATE RESTRUCTURING, AND SUBSIDIARIZATION OF CORPORATE FORM, 1981–1995

Between 1981 and 1995 the dominant form of Fortune 500 firms changed from the multidivisional form to the multisubsidiary form (Zey and Camp 1996). The explanation for the movement toward subsidiarization originates in changes during the late 1970s and 1980s in the political economy, the relationship between corporations and capital, and the regulation of corporations. As a result of the declining capital accumulation of the 1970s, the federal government instituted two measures of corporate welfare, the Tax Reform Act of 1986 (TRA86) and the Revenue Act of 1987 (RA87), that provided corporations with nontaxable ways to restructure their acquisitions and divisions as subsidiaries. Thus, by the process of subsidiarization, corporations were able to continue capital flows. We examine the increase in subsidiarization from 1981–1995 as a means of assessing the utility of four theoretical perspectives to explain change in corporate form. A one-way random effects panel analysis demonstrates how corporate financial conditions, national business laws, and organizational characteristics combine to affect the rate of subsidiarization of U.S. corporations. Separate panel models for 1981–1985 (pre- TRA86) and 1986–1995 (post- TRA86) reveal that changes in corporate tax laws affect capital accumulation and result in significant change in corporate form. This analysis supports the structural political economy contingency theory arguing that change in capital accumulation, brought about by macro changes in political legal conditions of corporations, leads to the transformation of corporate form.     

THE TRANSFORMATION FROM MULTIDIVISIONAL FORM TO CORPORATE GROUPS OF SUBSIDIARIES IN THE 1980s:

In the 1980s, the corporate form shifted from multidivisional forms to corporate groups of subsidiaries. Although many aspects of corporate change during the 1980s have been examined, the magnitude and nature of changes in corporate form have received relatively little attention. Moreover, this transformation of corporate form has been inadequately explained by the dominant theoretical perspectives on corporate form—managerialism, institutionalism, and agency theory. A new theory that incorporates dimensions of the existing perspectives is presented. This perspective maintains that corporate change occurs as a dialectical process, which in the 1980s involved a shift of corporate control from managers to owners, resulting from a crisis in the accumulation of capital in the corporation. After gaining control through institutional investments, owners insisted on greater return on their investments. Mergers and acquisitions transferred corporate capital from corporations, controlled by managers, to shareholders. The relative utility of this perspective compared to existing perspectives for explaining the transformation of corporate form in the 1980s is demonstrated, and hypotheses for understanding changes in corporate form in the 1990s are proposed.     

CORPORATE DIVERSIFICATION REVISITED: The Political–Legal Environment,the Multilayer‐Subsidiary Form,and Mergers and Acquisitions

This article examines causes of product‐line diversification in the largest 200 U.S. corporations between 1986 and 1996. The analysis shows that some corporations decreased their level of diversification. However, in contrast with previous studies, other corporations became more diversified. Change in the number of first‐level subsidiaries and the value of mergers and acquisitions influenced corporate diversification. In contrast with the multidivisional form, the organizational characteristics of the multilayer‐subsidiary form give management greater capacity to socialize capital, pursue mergers and acquisitions, and manage a large and diversified corporation. This multilayer‐subsidiary form limits the managerial problem of bounded rationality by organizing product lines and product groups in legally independent subsidiary corporations that are embedded in their respective markets.     

DEPOSIT INSURANCE AND EXTERNAL FINANCE

In this article we examine one potential explanation for the cross-country differences in the importance of banks and capital market financing of investment. We provide both an equilibrium model predicting and empirical evidence showing that countries with explicit deposit insurance and a high degree of state-owned bank assets have smaller equity markets, a lower number of publicly traded firms, and a smaller amount of bank credit to the private sector. Finally, our results suggest that the effects of deposit guarantees are more important than the origins of national legal systems. (JEL G21 , G22 , G32 )     

IDENTIFYING THE ROLE OF RISK SHOCKS IN THE BUSINESS CYCLE USING STOCK PRICE DATA

I analyze the sources of U.S. business cycle fluctuations in an estimated Dynamic Stochastic General Equilibrium model with a rich set of nominal and real rigidities and various exogenous disturbances. The model includes a shock to the expected risk‐premium, which introduces a time‐varying wedge between the policy rate set by the central bank and the cost‐of‐capital of firms. In the aggregate data, most U.S. corporations finance their investment using internal funds, and stock prices reveal the opportunity cost of this type of financing. I therefore use corporate market value and dividend data in the Bayesian estimation of the model to identify risk shocks. Variance decomposition exercises show that these shocks account for a substantial part of the variation in the stock market, as well as the variation in output and investment, especially at short forecast horizons. The variation of these variables at longer forecast horizons are mainly captured by shocks to investment‐specific technological change. Historical decomposition points to the important role played by risk shocks in the run up of stock prices and output in the late 90s, and in the reversal of these variables in the early 2000s and during the recent recession. (JEL E32, E44)     

Capital Dependence,Financial Risk,and Change from the Multidivisional to the Multilayered Subsidiary Form

Students of the modem corporation continue to assume that corporations have the same form as they did before the turbulent 1980s when the economy became increasingly globalized and competitive. Our analysis shows that corporations are changing from the multidivisional form to a multilayered subsidiary form. Previous research showed that most corporations were multidivisional in the late 1970s. However, by 1993, 42% of the largest 100 industrial corporations had one or no divisions. The mean number of divisions per corporation declined from 8.8 in 1981 to 4 in 1993, while the mean number of domestic subsidiary corporations increased from 23 in 1981 to 51 in 1993. Parent corporations are creating a hierarchy of subsidiary corporations. Most of these changes occurred after the mid-1980s change in state business policy. The theoretical framework historicizes the corporation by identifying how capital accumulation constraints and changes in the institutional arrangements (e.g., the state) within which corporations are embedded created motives and behaviors that resulted in a change in the corporate form. Findings from logistic regression suggest that corporations that have low profits, have low working capital, have a decline in dividend payments, and manufacture high-risk, liability prone product lines have an increased probability of change to the multilayered subsidiary form. Our results provide support for the capital dependence perspective.     

Pathways to sector selection: A conceptual framework for social enterprises

As hybrid organizations with financial and social objectives, social enterprises must balance competing logics for governance, stakeholders, and outcomes when considering organizational design and structure. The existing legal landscape for organizations exacerbates this dilemma by forcing social enterprises to incorporate as either a nonprofit or for‐profit organization. This research examines the entity formation process for social enterprises by presenting sector choice as an interaction among four factors: equity financing, organizational lineage, human capital, and funding environment. Using a qualitative comparative case analysis, this research demonstrates that contingent factors drive sector choice when legal incentives and institutional pressures are unclear. For those choosing nonprofit forms, the status of the parent organization—the organizational lineage—is determinative. For those operating in the for‐profit context, human capital is predictive. The resulting conceptual framework contributes to existing organizational theory on hybrid organizations by presenting the sector selection process as independent of the motives or legal incentives typically associated with sector choice. This research concludes with a discussion on the advantages of delaying the formal sector declaration process.     

SMALL‐ AND MEDIUM‐SIZED ENTERPRISE FINANCING AND SECURITIZATION: FIRM‐LEVEL EVIDENCE FROM THE EURO AREA

This paper analyzes the impact of securitization on access to finance for small and medium‐sized enterprises (SMEs) in the euro area. Using firm‐level survey data on SME financing conditions, we show that an increase in securitization issuance reduces the probability of SMEs facing credit constraints and decreases the costs of bank financing for nonconstrained firms. Our results reveal that in addition to the volume of securitization, its type and quality matter for credit extension to SMEs. The paper thus provides empirical support for recent initiatives to revive securitization in Europe and for effective monetary policy transmission in the euro area. (JEL D22, E44, E51, E58, G21)     

A stimulus for sustainable growth and development: Construing a composite index to measure overall corporate performance

Abstract

Various methods have been developed to measure sustainability. When it comes to measuring whether sustainability issues are integrated in overall corporate performance, companies broaden their reporting from economic performance to ‘sustainability performance’ and there are various frameworks around for benchmarking sustainability outcomes. A major emphasis, however, is on technical data. The main efforts have been consolidated in the Global Reporting Initiative (GRI). Each of the indicators prudently measures a well-determined set of facts. However, one major discussion point is whether the reporting frameworks do really reflect the link between sustainability and economic value, and how they would properly connect to the information used by management for running the business on a day-to-day basis. This article tries to point out that one way out of the disconnected ness might be through expanding the concept of ‘Economic Value Added’ (EVA). EVA measures overall corporate performance by claiming that shareholders gain when the return from the capital employed in a corporation is greater than the cost of that capital. From there it is a short way to proclaiming that all stakeholders gain when the value created by a corporation is greater than the cost of the capital employed in the corporation and the capital employed in whichever commonly available resources outside the corporation are used by its business. The expansion of EVA that is envisaged would be to enlarge the cost of capital by the costs that are caused by that part of ‘Public Goods’ that is available to a corporation. There is one political and one theoretical obstacle in this: the argument is quite radical and complying with it would require some leadership from ‘big corporations’; and valuing public goods is a research field that has not yet reached the stadium of generally accepted applicability, at least with regard to aggregative monetary value. However there are new initiatives under way, by the GRI, which will join forces to reach a breakthrough. The article also reflects on the effects the new indicator would stimulate for businesses, their markets and their stakeholders.     

HAS WAL‐MART BURIED MOM AND POP?: THE IMPACT OF WAL‐MART ON SELF‐EMPLOYMENT AND SMALL ESTABLISHMENTS IN THE UNITED STATES

This paper explores the widely accepted view that Wal‐Mart causes significant harm to the traditional, small “mom and pop” business sector of the U.S. economy. We present the first rigorous econometric investigation of this issue by examining the rate of self‐employment and the number of small employer establishments using both time series and cross‐sectional data. We also examine alternative measures and empirical techniques for robustness. Contrary to popular belief, our results suggest that the process of creative destruction unleashed by Wal‐Mart has had no statistically significant long‐run impact on the overall size and profitability of the small business sector in the United States. (JEL L81, D59, C21)     

THE TRANSFORMATION AND SURVIVAL OF FORTUNE 500 INDUSTRIAL CORPORATIONS THROUGH MERGERS AND ACQUISITIONS, 1981–1995

The 1980s leveraged buyouts followed by the 1990s stock swap mergers represent the most dynamic period in U.S. business history. Using Cox regression with time-varying covariates, we examine the relationships among changes in corporate mergers and acquisitions, changes in corporate diversification strategies, and the transition from the multidivisional form (MDF) to the multisubsidiary form (MSF) of the largest Fortune 500 U.S. parent corporations. Consistent with the political economy contingency theory of accumulation (PECTA), our findings show that acquisition risk is reduced as a function of size, product and industry diversification, and percentages of shares held by institutional investors. Acquisition risk is increased by holding units in a multidivisional rather than a multisubsidiary form, higher returns to shareholders, higher divestitures, higher production to administrative imensity, and surviving previous takeover attempts. The political-legal institutions of the state have increasingly engaged in activities that are supportive and profitable for industrial and financial corporations. The actions of the state are increasingly aligned with the interests of capital.     

Transnational business feminism: Exporting feminism in the global economy

Business feminism is a brand of feminism that privileges women's advancement in the corporate hierarchy and centres corporations as the ultimate purveyors of gender equity. While scholars have critiqued this formulation, little empirical research has analysed the processes that guide the dissemination and translation of business feminism in organizational settings within global corporate networks. This article advances scholarship on the global processes that drive the export of business feminism logics. We analyse the process of dissemination of business feminism from the headquarters of multinational corporations to corporate hubs located in Hungary. This process relies on women executives who are charged with translating policies and practices originating in the headquarters of western corporations. In‐depth interviews with women executives charged with implementing corporate policies reveal the ways in which business feminism is interpreted, modified and/or resisted by actors within organizational settings.     

THE MATCHING OF HETEROGENEOUS FIRMS AND POLITICIANS

We use a Chinese firm‐director panel dataset to examine the matching of heterogeneous firms and politicians. On the basis of 36,308 detailed biographies, we identify individuals who previously held bureaucratic positions and classify the rank of each position in the Chinese political hierarchy. Using this direct measure of political capital, we examine how firms with heterogeneous productivity match politicians with different political strength. Our results indicate a positive assortative matching in the political capital market. More productive firms are paired with more powerful politicians. Furthermore, the preference for political capital relative to conventional human capital increases in firms' dependence on external financing and the inefficiency of local governments. Conditional on the endogenous matching, new hires with political capital receive more compensation than their co‐workers in the same cohort. The marginal effect of a one‐step rise on the political ladder significantly exceeds the marginal effect of raising education attainment from, for example, high school to college. (JEL D21, D73, J24, J31, O12)     

The clash between legal and business logic: business groups in the new Israeli corporate law

Planned institutional change presents an uncommon opportunity for institutional entrepreneurs to advance their innovations. The dispute of why the new Israeli corporate law, enacted at the end of 1990s, does not refer to business groups, which form a salient part of Israeli big business, opens a window through which the conflict between two different and competing types of logic may be viewed. The carriers of legal-professional logic were legal academics and state officials, who opposed the inclusion of a special chapter or any other reference to business groups within the new corporate law based on US legal ideas, and especially on the ‘Law and Economics’ perspective. In contrast, the carriers of business logic were interest groups and professional associations that sought to appropriate the legal and economic advantages resulting from organizing business in the form of business groups within the new law, without protecting the rights of minority shareholders and, more importantly, without enabling state agencies to intervene in the governance of their businesses.     

Corporate Form and the State: Business Policy and Change from the Multidivisional to the Multilayered Subsidiary Form*

The largest industrial corporations are changing to a multilayered subsidiary form. Whereas corporations have used subsidiaries to organize their assets since the tum of the century, the number of wholly owned subsidiaries in the 100 largest industrial corporations doubled between 1981 and 1993. The question addressed here is: Why are corporations changing their form now? I suggest that the question is historically contingent and that the answer is, in part, explained by changes in state business policy. A capital dependence framework is elaborated to examine the relationship between state business policy and corporations in the 1970s and 1980s. Business policy changes–resulting in the Tax Reform Act of 1986 and the Revenue Act of 1987–provided corporations with tax-free procedures for parent companies to simultaneously restructure their divisions as subsidiaries and restructure their debt. There are additional incentives for corporations to restructure their divisions as subsidiaries: (1) creating a liability firewall between the parent company and its subsidiary corporations, limiting the financial risk of parent companies, and (2) creating an internal capital market, providing an alternative form of financing thereby reducing corporations’dependence on external capital markets.     

INTERNATIONAL EFFECTS OF EURO AREA VERSUS U.S. POLICY UNCERTAINTY: A FAVAR APPROACH

Estimating a large‐scale factor‐augmented vector autoregressive model for 18 Organisation for Economic Co‐operation and Development member countries, we quantify the global effects of economic policy uncertainty shocks. More specifically, we check whether the signs, the magnitude, and the persistence profile are consistent with the literature on the real and financial sector effects of uncertainty. In that respect, we compare the impacts of a U.S. and a Euro area policy uncertainty shock. According to our results, an increase in economic policy uncertainty has a strong negative impact on economic activity (gross domestic product), consumer prices, equity prices, and interest rates. Uncertainty shocks cause deeper recessions in Continental Europe (except Germany) than in Anglo‐Saxon countries. U.S. uncertainty shocks have a bigger impact than those for the Euro area. Economic policy uncertainty does not only affect that country where the shock originates but also has large cross‐border effects. We also find a high degree of synchronization among the responses of national variables to a (foreign) uncertainty shock, indicating evidence of an international business cycle. With respect to the responses of national long‐term interest rates to an economic policy uncertainty shock, our results reveal a strong “North‐South” divide within the Euro area with rates decreasing less significantly in the South. Moreover, economic policy uncertainty shocks emerging in one region quickly raise uncertainty outside the region of origin. (JEL C32, F42, D80)     

Pathways into Irregular Status Among Senegalese Migrants in Europe

This study examines how immigration policies construct pathways into irregular legal statuses and models three pathways: no‐visa entry, overstaying, and befallen irregularity. Drawing on literature on the sociolegal production of migrant irregularity, this study hypothesizes that variation in contexts of reception and migrants’ access to forms of capital and institutional connections will produce different pathways. Retrospective MAFE‐Senegal data provide legal status histories. Results show pathways that occur early in a migrant's trip‐no‐visa entry and overstaying‐are more sensitive to both contextual variables and access to forms of capital. In contrast, befallen irregularity is less related to contextual variation.     

Home Equity of New Legal Immigrants in the United States: An Evaluation of Three Key Theoretical Perspectives

Housing in the U.S. is a substantial expenditure, but possessing equity in a home also represents an important source of wealth. This study employs 2003 data from the New Immigrant Survey to examine the home equity of legal immigrants who have come to the U.S. from around the world. We empirically test the relevance of three key theoretical frameworks for predicting immigrants' home equity and evaluate each framework's ability to account for differences in home equity among origin groups. We find strong support for the assimilation and the segmented assimilation frameworks, and little support for the place stratification perspective, net of other factors. Substantial differences in the home equity between origin groups persist even in the presence of multiple controls, with implications for legal immigrants' current economic position and future well‐being in the U.S.     

THE TRANSFORMATION OFTHE DOMINANT CORPORATE FORM FROM MULTIDIVISIONAL TO MULTISUBSIDIARY:

In 1986 the dominant form of the Fortune 500 industrial corporation changed from the multidivisional form (MDF) to the multisubsidiary form (MSF) (Zey and Camp 1996). We examine two major organizational perspectives (historical managerialism and agency theory) and an alternative perspective, the political economy contingency theory of capital accumulation (PECTA), to explain the transformation of Fortune 500 corporate form from MDF to MSF. Using event history analysis, we analyze data from 1981–1995 to define the covariates of this change, thereby predicting the risk of change to the now dominant MSF. The historical managerialism model considers assets as an indicator of size, operating profit margin as an indicator of efficiency, and return on sales as an indicator of profitability. The two major variables of the agency theory model are cash flow and debt-to-equity ratio. The alternative PECTA model considers tax savings resulting from changes brought about by the Tax Reform Act of 1986, percentage of shares held by institutional investors, shareholder return on equity, production-to-administrative intensity, dollar amount of acquisitions, and dollar amount of divestitures. Controlling for the natural log of gross assets, which has the strongest relationship to risk of transformation in dominant form from MDF to MSF, we found that the percentage of shares held by institutional investors, the sum of tax-free transactions (spin-offs, split-offs, and stock swaps), the total merger and acquisition activity, and the two-year lagged difference in the rate of first-level subsidiarization all had significant effects on the transformation of corporate form from the MDF to the now dominant MSF.