Governance Structure,Innovation and Internationalization: Evidence From India

We examine the impact of firm-level governance structure on the innovation and internationalization strategies of emerging market firms. We propose that in the case of emerging market firms, governance is a response to the prevailing institutional environment and affects the innovation and internationalization strategies of firms. Based on a longitudinal sample of 16,337 firm-year observations of Indian listed firms over a year time period from 2002 to 2009, we find a positive effect of family ownership and group affiliation on R&D intensity and new foreign investments. Institutional ownership also positively affects new foreign investments, but has no effect on R&D intensity. Further, we find that R&D intensity interacts with family ownership, institutional ownership and group affiliation in affecting new foreign investments.     

Dual-class shares,external financing needs,and firm performance

Whereas the agency theory predicts that dual-class shares decrease firm performance, the stewardship theory predicts that dual-class shares increase firm performance. The cumulative findings on the performance consequences of dual-class shares have been weak and/or inconclusive. Because endogeneity is a constant challenge in empirical corporate governance studies, this study uses a unique law change in Switzerland as a source of exogenous variation in the fraction of firms with dual-class shares. Controlling for firm fixed effects and time-varying confounders, we find that dual-class shares neither harm nor benefit firm performance on average. However, dual-class shares increase firm performance if the firm requires external finance and dual-class shares decrease firm performance if the firm does not require external finance. External financing needs mitigate the agency costs between controlling and minority shareholders and create a context in which dual-class shares facilitate firm-specific investments instead of private perquisites. The study’s results have both managerial and policy implications.     

Sustaining the Buyout Governance Model: Inside Secondary Management Buyout Boards

This paper examines the impact of private equity (PE) directors and their human capital on operating performance in a unique hand‐collected sample of 200 secondary management buyouts (SMBOs) during 2000–2015. It shows that PE directors’ human capital tends to play a statistically and economically important role in performance. Financial (rather than operational) experience of PE directors in acquiring PE firms tends to have a substantial impact on post‐SMBO profitability, while high‐level business education is especially important in post‐SMBO growth performance enhancement. Complementary expertise, provided by directors in buying and selling PE firms, plays an important role only in post‐SMBO growth improvements. Overall, the paper's results provide evidence that governance benefits of the buyout model tend not to be exhausted in the primary buyout stage, but the effects in the secondary buyout phase depend on the nature of PE directors’ human capital resource, notably in respect of the balance between board monitoring and advisory roles. This study therefore adds to growing evidence on how the ownership and life‐cycle nature of firms affect sustainability of boards fulfilling their roles. The results are robust to sample selection bias, different types of PE firms and different measures of human capital.     

Disentangling reciprocal relationships between R&D intensity,profitability and capital market performance: A panel VAR analysis

Research and development (R&D) investments are strategic choices that firms make to create and sustain competitive advantage. Extant literature proposes that firms’ R&D investments and their profitability and capital market performance are reciprocally related. However, the direction of these relationships and their temporal nature are unclear. We take a real options perspective to argue that the long-run firm performance effects of R&D investments are better than their short-term ones, and that the initial level of R&D intensity influences the nature of these relationships. We apply panel vector autoregression (P-VAR) to a sample of 6623 U.S. firms over the 1990–2020 period in order to test our hypotheses. Our results indicate that increases in R&D intensity have negative effects on profitability in the short term, yet these effects diminish relatively quickly. The effects of increases in R&D intensity on capital market performance are positive and persist over time. Consistent with our predictions, they are contingent on the initial levels of R&D intensity and performance. The findings are fundamentally in line with the real options perspective employed here, yet they add important nuance to our understanding of when, how, and under which conditions R&D investments and firm performance affect one another.     

Culminating events and time working together in top management teams: Insights from private equity

In some managerial contexts, performance is measured by the results of a rare event that is itself the culmination of a long and ongoing process of daily decision making. In the private equity (PE) industry, for example, a firm makes a limited number of investments throughout its life. However, selecting these few investments requires the firm to engage in a large number of decision-making activities to evaluate the much larger array of potential investments. This raises the interesting possibility that the performance of each culminating event is not a function of the number of previously completed tasks, as it has been conceived previously, but is in fact a function of the accumulation of daily decision making that may or may not culminate in actual buyouts. To understand performance drivers in this and similar contexts, we examine and test the performance effect of the time that members of a PE top management team (TMT) spend working together to evaluate potential investments, and untangle this effect from the number of investments the TMT has bought and sold previously. Our data reveal a U-shaped relationship between time working together (TWT) and buyout performance, and a moderation effect of TMT heterogeneity and TMT support staff size. These findings extend our knowledge of executive decision making in PE firms, and in all managerial contexts where rare decision events are the culmination of an extended process of daily decision making.     

Greenfield or M&A? An institutional and learning perspective on the establishment mode choice of Chinese outward investments

We develop and test a model of Chinese greenfield investments using institutional and learning theories. Both the host country institutional context and the firm's international characteristics affect the establishment mode. Using 152 Chinese emerging market multinationals (EMNEs) with 401 subsidiaries distributed in 26 countries from 2003 to 2013, we build a database of 284 pairs of host country/Chinese firms to test two hypotheses. We find that, first, governance environment affects the establishment mode: greenfield investments are preferred over acquisitions in relation-based host markets, and M&As are preferred in rule-based countries. Second, the depth of Chinese EMNEs' international experience (i.e. the amount of previous investments in the same host market) moderates the effect of the governance environment on the establishment mode. Firms with greater international depth use more M&As in relation-based markets and more greenfield investments in rule-based markets, suggesting that previous investments in the same host country provide a type of learning that reduces acquisition uncertainty in the former case and increases the self-confidence of Chinese EMNEs in the latter.     

Internationalization and Performance of Firms in China: Moderating Effects of Governance Structure and the Degree of Centralized Control

This study proposes necessary modifications to the existing internationalization–performance relationship to meet the idiosyncrasies of China-specific contexts. We first hypothesize an S-shaped internationalization–performance relationship as the baseline and then investigate the moderating effects of a firm's governance structure and the degree of centralized government control on the relationship between its internationalization and performance. The results, based on a longitudinal sample of manufacturing firms in China for the 2001–2007 period, indicate that (1) the S-shaped internationalization–performance relationship holds for firms in China; (2) the governance structure moderates the internationalization–performance relationship such that increased profitability through internationalization is more likely for modernized firms than for their conventional local counterparts; and (3) the degree of centralized control moderates the internationalization–performance relationship such that increased profitability through internationalization is more likely for firms affiliated with higher level governments than for those affiliated with lower-level governments.     

The wisdom and madness of crowds: How information networks and board cognition help or hinder firm performance across the business cycle

We know little of why a minority of firms pursue counter-cyclical strategies and consequently outperform competitors during recessions. Based on the theory of institutional isomorphism, we hypothesize that these firms avoid the mimetic and normative pressures that promote strategic convergence during uncertainty. We demonstrate these effects at the board-level in a sample of 1,615 U.S. firms. Mimetic processes are evident, with firms' connectedness in board interlock networks attenuating profitability and decreasing firm value during recessions—a reversal of the positive effects during expansions. Normative pressures arise from homogeneity in directors’ educational and professional experience, with greater consequences for long-term performance. Overall, recessionary performance is improved when firms occupy relatively isolated positions in informational networks and appoint directors from a range of backgrounds.     

The process of value realization in asymmetric new venture development alliances: Governing the transition from exploration to exploitation

Based on a case study of three asymmetric new venture development (ANVD) alliances, we examine the governance of transitions from exploration to exploitation. We propose that role deficiencies, technological asymmetry, and the presence of a separate venture unit at established firms constitute important initial conditions influencing value realization in ANVD alliances. We further show that role-specific investments act as more appropriate mechanisms than contractual incentives to govern transitions from exploration to exploitation. Jointly, these findings provide new insights into the impact of structural and relational governance mechanisms on value creation in interfirm relationships.     

契约型战略联盟的灵活性期权价值研究

当面对较高程度的不确定性时,企业可以选择契约型战略联盟作为战略投资的治理模式,根据相关不确定因素的发展变化而选择不同的合作伙伴,这样,不但确保了战略投资灵活期权价值的实现,而且此治理模式本身也具有较灵活的期权价值.契约型联盟可以分为紧密型战略联盟和松散型战略联盟.本文应用期权动态规划定价模型,对紧密型联盟治理模式和松散型联盟契约治理模式的灵活性期权价值做了模型分析,并进行了相关参数的敏感性比较.分析结果表明,在一定范围内.当战略投资相关因素的不确定性程度较高时,应该选择较灵活的治理模式,如松散型战略联盟.     

融资融券对上市公司治理影响的研究

以融资融券机制推出为背景, 运用我国内地A股市场上市公司为样本, 研究了融资融券对上市公司治理水平的影响.回归结果显示, 成为融资融券标的后, 上市公司高管离职与高管薪酬对于公司绩效的黏性均有提高, 表明融资融券可以作为外部公司治理机制.机制检验显示融资融券是通过促进公司信息释放而提升公司治理水平的.进一步分析显示, 当公司面临行业竞争压力较小或面临财务约束时, 融资融券对于公司治理的促进作用更加明显.最后, 将融资和融券分开分析, 发现融资机制和融券机制均对公司治理有提升作用.证明了融资融券机制可以提高资本市场对企业的监督, 促进企业信息释放, 从而提高上市公司治理水平.     

Determinanten der Vorstandsvergütung

Using a novel, hand-collected data set covering all German non-financial firms listed in the Prime Standard of FWB (Frankfurt Stock Exchange), we examine determinants of executive compensation in German listed firms. We distinguish three potential determinants: firm characteristics, firm performance, and corporate governance characteristics. While we find that simple firm characteristics like size and industry affiliation together with time effects explain more than 60 % of variation in overall compensation, performance characteristics are economically inconsequential for the explanation of compensation levels. When we distinguish between widely held firms and firms with a large blockholder, we find that the latter grant compensation packages that are smaller, less sensitive to the firm’s stock market performance but more sensitive to the firm’s operating performance. Finally, we confirm that supervisory board characteristics also affect the level of executive compensation in German firms. Overall, our findings suggest that although the corporate governance environment in Germany has changed dramatically during the last decade, German listed firms are still exposed to high agency costs.     

Patents,R&D investments and post-IPO strategies

This paper empirically investigates the effect of going public on the evolution of high-tech entrepreneurial firms, focussing in particular on the interaction between innovation variables and financing and investment strategies. Specifically, I confront the effects of the IPO on firms with higher R&D investments versus firms with more patents. Firms with higher R&D investments typically view the IPO as a mechanism to raise external equity, used to pursue investments and to acquire participation in other companies, whereas those with more patents raise more debt capital and invest less after the IPO, as compared to high-tech entrepreneurial firms. I suggest that a large number of patents is an index of technological maturity for high-tech ventures, even more than age and size, that helps investors to individuate firms with a lower level of risk.     

Outsourcing and Performance in Entrepreneurial Firms: Contingent Relationships with Entrepreneurial Configurations*

This article develops and examines an empirical typology of entrepreneurial firms, based on organizational and life cycle characteristics. Results indicate five entrepreneurial configurations representing the essential contingent features of age, size, innovation, and governance structure (Elders, Giants, Innovators, and Owners) and one configuration representing a mix of all features (Balanced). We found that (i) outsourcing affected financial performance in entrepreneurial firms and (ii) configurations moderated this relationship. Results support the use of salient contingent features of age, size, innovation, and governance structure to predict outsourcing effectiveness in the entrepreneurial configurations. That is, entrepreneurial firms that aligned their configurational characteristics with outsourcing tended to have greater gains in financial performance. From a resource dependency perspective, managing these alignments has important implications for entrepreneurial firm performance.     

Is there an Expectations Gap in the Roles of Independent Directors? An Explorative Study of Listed Chinese Companies

This paper investigates whether an expectations gap exists in the control, strategic and resource provision roles that independent directors play in the corporate governance of listed Chinese firms and the factors that affect their performance of these roles. For this purpose, we interviewed Chinese executive directors, independent directors, institutional investors and stock exchange regulators. We find a performance gap but no reasonableness gap with respect to the control and strategic roles. The results suggest that the performance gap may be attributed to such factors as the ill‐defined roles, independent directors' limited amount of time commitment and their lack of competence and objectivity. Interestingly, there is disagreement over the protection of minority interest as the objective of the control role. We find no consensus on the desirability, reasonableness and effectiveness of independent directors' resource provision role, perhaps because of a pejorative interpretation of this role as an exercise of guanxi.     

制度变迁、国家控股与股权激励

本文在代理理论的框架下,基于中国国有企业与制度变迁背景,就经理人股权激励与公司价值关系进行分析,并以2001-2006年宣告实施股权激励国有上市公司为样本,实证检验了股权激励对公司价值的改善作用。结果发现,对国有企业的经理人实行股权激励能提高公司价值,受地方政府控制的公司,股权激励更能明显增加公司价值。并且,股权分置改革这种制度变迁进一步改进了原有的激励效果。上述研究发现为理解国有企业治理机制的改善、资本市场改革提供了一个有益的视角。     

Effects of corporate equity ownership on firm value

We investigate the valuation effects related to corporate minority block purchases for a European sample of 113 purchases over 1993–2006. We argue that corporate block ownership, as opposed to institutional or individual block ownership, has several unique characteristics and can create significant short- and long-term wealth for target and acquiring firm shareholders. Because target firms that exhibit signs of inefficient monitoring or agency problems benefit the most, we conclude that corporate block ownerships can align incentives and mitigate information problems in corporate business relationships.     

Ownership structure,investors’ protection and corporate valuation: the effect of judicial system efficiency in family and non-family firms

Research on the effect of ownership structure on firm performance shows no convergent evidence concerning the sign and form of the above-mentioned relationship. Similarly, there is no homogeneous evidence documenting family ownership concentration is always positively or negatively correlated with firm value, or irrelevant. This paper analyses whether and how the de facto investor protection provided by the judicial system affects the relationship between corporate performance and ownership structure in 1314 firms operating in four European countries (Germany, France, Italy, and Spain) over a five-year period, 2010–2014. Moreover, we analyse whether judicial system efficiency influences if and how family firms in the controlling coalition collude for expropriating minority shareholders. Our findings show that the level of shareholder protection, derived from judicial efficiency, is relevant to the relationship between ownership structure and firm performance, thus corroborating literature in that institutional contexts matter in explaining such relations. The results suggest the need for more efficient external mechanisms of corporate governance to facilitate investment in equity capital, thus decreasing the country risk perceived by investors.     

Corporate governance and market performance of parent firms following equity carve-out announcements

Using the Gompers, Ishii, and Metrick corporate governance index on a sample of 158 parent firms, this study demonstrates that firms with a superior governance rating have a higher short-term market reaction to carve-out announcements relative to firms with an inferior governance rating. Although the data supports previous evidence regarding negative long-term market reaction that parent firms typically experience following equity carve-outs, the results show that well-governed firms marginally outperform others. The findings also confirm that the dynamic effects related to improvements in corporate governance positively affect the long-term market outcome of parent firms; this relation is more significant in well-governed parent firms. Finally, the study shows evidence that corporate governance helps mitigate the agency problems related to the financing hypothesis, which results in better short and long-term market reactions following carve-out announcements.     

Ownership structure and investment-cash flow sensitivity

This study investigates the effect of ownership structure on the use of cash flow in financing corporate investments—the investment-cash flow sensitivity—in a concentrated ownership context. Using a sample of 6797 French listed firms from 2000 to 2013, results show that investment-cash flow sensitivity decreases with the cash-flow rights of the controlling shareholder and increases with the separation of its cash-flow and control rights (excess control rights). Firms are, thus, less likely to use cash flow in investments when the interests of controlling shareholders are aligned with those of minority shareholders. However, they appear to use considerable internal funds for their investments when they have severe agency problems, driven by excess control rights of the controlling shareholders. Overall, our findings help advance the understanding of the role of agency relationship in shaping corporate financial policy.