Controlling shareholders and the composition of the board: special focus on family firms

This article analyses the relevance of the agency problems that exist between shareholders and managers (type I agency problems) and between majority and minority shareholders (type II agency problems), in determining the composition of the board of directors, differentiating between family owned and non-family owned firms. The hypotheses are tested on a sample of 173 Spanish listed companies for the period 2004–2011. The results of our study indicate that, on one hand, as type I agency problems increase, firms increase their percentage of outside directors and, on the other, as type II agency problems increase, firms increase the ratio of independent to nominee directors. Whether the company is a family firm or not does moderate the influence of insider ownership over the composition of the board. Generally speaking, our findings support the view that firms configure their board of directors in such a way as to best signal to the market both efficient management and a balance of the interests of all shareholders. Likewise, these results could be taken into account when formulating recommendations on the composition of the board of directors.     

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.     

Family firms and high technology Mergers & Acquisitions

We examine whether family firms undertake value creating high technology M&A. We also examine whether level of ownership, diversification, agency issues and CEO type matter. Our sample consists of high-technology M&A undertaken by Canadian firms over the period 1997–2006. Canada offers a setting with many family firms and the use of control enhancing mechanisms such as dual class shares and pyramid structures. We find a positive relationship between family ownership and announcement period abnormal returns. This relationship, however, starts to decrease at higher levels of ownership but remains overall positive. We also show that the agency conflict between shareholders and professional managers has a detrimental impact on announcement period abnormal returns whereas the conflict between controlling and minority shareholders via control enhancing mechanisms does not. Finally, we document that founder CEO undertake better high tech M&A than descendant or hired CEO.     

International Diversification,Business Group Affiliation and Firm Performance: Empirical Evidence from India*

We investigate the impact of business group affiliation on the relationship between international diversification and firm performance for emerging economy firms. We develop the theoretical arguments based on an integration of the literature on international diversification with the institutional theory perspective. We argue for a U‐shaped relationship between international diversification and firm performance, and suggest that a firm's affiliation to a business group moderates the relationship between international diversification and firm performance. Based on a sample of Indian firms, we find that firm performance is positively related to the degree of internationalization, while business group affiliation reduces the positive effect of internationalization on firm performance.     

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.     

企业集团成长模式与上市国有企业多元化行为研究

鉴于我国企业集团历史背景的特殊性,主要以企业资源依存理论为基础,以集团公司为研究核心,选取2007～2009年在沪、深上市的国有企业以及国有企业集团作为研究样本,运用二项回归与多元回归分析等多种方法,对我国企业集团的集团公司成长模式与上市国有企业的多元化行为进行了理论与实证分析。研究结果表明,企业集团是我国国有企业的一种快速成长模式,其成长与企业多元化行为高度正相关;国家资源调配的政策导向对国有企业集团的战略导向和组织结构设计有重要影响,但企业集团的产品多元化程度与企业绩效不相关。     

Corporate Political Activity and Firm Performance: The Moderating Effects of International and Product Diversification

Prior research has found that corporate political activity (CPA) can both positively and negatively impact firm performance. Combining agency theory with the resource-based view, we examine the relationship between domestic lobbying (a key form of CPA) and firm performance by explicating the moderating effects of international and product diversification. We argue that expansion into international and product markets increases a firm's resources and reduces agency costs in domestic lobbying. Our results, based on a sample of 737 firms, show that lobbying is positively associated with performance for firms that are diversified in both international markets and along product-lines; whereas lobbying is counter-productive for purely domestic and undiversified firms. Our results contribute to the literature on the firm performance implications of corporate political activity by highlighting the roles of international and product diversification.     

Agency conflicts,executive compensation regulations and CEO pay-performance sensitivity: evidence from Sweden

Based on a unique country set up with concentrated ownership of firms, strong representation of major shareholders on boards and one of the highest percentages of firms with dual-class shares worldwide I study CEO pay-performance sensitivity in Swedish listed firms in the years 2001–2013. Focusing on Type II agency conflict, I find that that pay-performance sensitivity in family-controlled firms with family CEOs is significantly lower than in other types of firms, and that dual-class firms have significantly lower sensitivity of pay to accounting performance than non-dual-class firms. The results suggest that in firms with type II agency conflicts compensation practices may be driven either by family ties or by the power preferences of the controlling shareholder that uses compensation to align CEO’s interest with his/her will rather than with financial performance. The study also documents that the link between CEO pay and performance disappears in the 2010–2013 period following the implementation of the European Recommendations regarding executive compensation. This finding is in contrast to the stipulated goal of the European Commission, ‘to ensure pay for performance’ (European Commission 2009).     

定向增发企业多元化扩张对“SEO业绩之谜”的影响研究

以2007~2019年实施定向增发的A股上市公司为研究样本,从多元化经营视角分析定向增发企业业绩下滑的原因。研究发现,定向增发后,企业多元化经营程度显著加深,且这一趋势在民营企业中表现更明显;定向增发企业在融资后的多元化经营行为会显著提高企业财务风险,并导致其全要素生产率下降。进一步研究还发现,大股东机会主义动机和管理层过度自信,是企业加深多元化经营的主要原因;定向增发企业通过多元化经营,更倾向于涉入非相关行业和产业政策所扶持的行业。     

Income Shifting in Italian Business Groups and some Governance Implications

This paper explores the relationship among group control, financial reporting strategies and governance implications in the pursuit of domestic tax planning. A very large number of papers deals with international tax planning in multidivisional enterprises, but very few are devoted to exploring significant incentives for national business groups to engage in tax planning strategies. In this paper we propose a one-period model relating to the tax incentives of income shifting in Italian business groups. We show that, given the total amount of expected earnings before taxes and the dividends received by the firms belonging to a business group, an optimal solution to the problem of minimizing the group tax burden exists. The optimal solution involves a gain in value for the group as a whole; nevertheless, since in business groups ownership is often differentiated among shareholders (often because of the separation between ownership and control), income shifting may determine wealth transfers, often in favor of the controlling shareholder. We therefore analyze the management and governance implications of such income shifting, for both shareholders and stakeholders (i.e. managers). This revised version was published online in July 2006 with corrections to the Cover Date.     

The effects of international diversification on the link between product diversification and performance in a boom and bust cycle: Evidence from Spanish firms (1994–2014)

This study examines the individual effects of product diversification on performance and the moderating effects of international diversification on the product diversification–performance link in the context of a boom and bust cycle. Most prior research on firm strategies largely neglect the business cycle. We use data on a large sample of Spanish manufacturing firms from 1994 to 2014. In this period, the Spanish economy experienced a boom period (1994–2008) and a bust period involving a severe economic crisis (2009–2014). Our study highlights the important role of each stage of the economic cycle. Specifically, with respect to product diversification, our findings show that in a boom, moderate diversifiers obtain better profitability levels than their highly diverse or limited diversification counterparts do. In contrast, during an economic downturn, moderate and high diversifiers can be equally effective up to some point of optimization. Our findings also reveal a negative and significant effect of internationalization on profitability, independent of the stage of the economic cycle. Product and international diversification are complementary strategies during a period of economic growth when firms opt for moderate levels of product diversification. Meanwhile, when firms choose high levels of product diversification, both types of strategies are complementary during the boom cycle, but substitutive during the bust cycle.     

Dual class shares,board of directors’ effectiveness and firm’s market value: an empirical study

This study aims to identify whether a relationship exists between the controlling shareholders’ voting power and outside directors’ effectiveness in maximizing firms’ financial performance. We analyze a panel data with 3057 observations for the 2000–2012 period using a random effects model, logit and probit regressions, and the two-stage model of Heckman in the Brazilian stock market. Our findings show that firms whose controlling shareholders use dual class shares to leverage their voting power have less independence from the board and worse financial performance and market value. Further, the percentage of outside directors tends to be ineffective in increasing the firm’s value, and in changing the firm’s chief executive officer (CEO) when (1) the controlling shareholder’s voting power is leveraged, or (2) when the CEO assumes a position on the board of directors simultaneously. We interpreted that these results are in line with the arguments in favor of the existence of a new agency cost, which is related to the undue obedience of board members to authority, such as the largest controlling shareholder or the CEO in Brazilian listed firms.     

Founding family effects on business group growth: Longitudinal evidence from Turkey (1925–2012)

Drawing from the family business perspective, this study provides insights into how the heterogeneity arising from founding family structures explains why particular business groups grow extensively, while others faced with similar external market conditions do not, and how the effects of founding family structure change over time. We test our hypotheses by using a unique, hand-collected, and extensive panel dataset which contains information of the full demographic history of founding families and all public and private companies founded/acquired or divested over the 1925–2012 period for 51 business groups in Turkey. Consistent with our hypotheses, our findings show that family size is a major positive determinant of the number of affiliated firms and the group scope. This effect is more strongly driven by sons compared to daughters. Business groups also grow more extensively when the first-born child is male. These family effects are stronger in the early developmental period of the business groups.     

超额控制、董事会构成与公司多元化折价

本文利用2004年的上市公司资料和国际通用的超额价值分析方法,不仅验证了我国上市多元化公司存在折价现象,平均折价程度达到4.8%,而且,从控股股东超额控制和董事会构成两个方面考察了控股股东攫取行为对公司多元化折价的影响.我们发现,公司多元化程度与控股股东的超额控制程度、来自控股股东的董监事比例、集团所属和两职合一呈显著正相关关系.     

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.     

控制权和现金流量权偏离下的公司价值和公司治理

本研究运用La Porta et al追踪公司"最终控制权"的方法,通过分析终极控制股东的控制权与现金流量权偏离对公司价值的影响程度,来衡量控制股东对于小股东财富剥夺的程度.实证研究发现我国上市公司的终极控制股东普遍运用投资公司控股、金字塔结构的方式获取控制权,并因此而使其控制权与现金流量权产生偏离,且偏离幅度越大,上市公司的市场价值就越小,终极控制股东对小股东剥削的程度就越大,其中又以终极控制股东为家族企业的上市公司最为严重.     

政府干预、国有集团结构动态演化与配置效率

以2004年~2013年国有系族企业集团控制的上市公司为样本,首次对国有集团内部结构的形成动因及其动态演变过程进行大样本的实证研究,发现,1)我国国有集团的治理结构安排是政府选择的结果:当新进入国有集团的企业历史业绩较好、政府放权意愿更强时,其更可能被安置于集团金字塔结构且受到的掏空行为显著减少;2)被安置于金字塔结构的企业,在进入集团后的长期业绩表现显著差于进入之前;3)集团内部的成员上市公司绩效越差,更可能被剥离出国有集团,这种可能性在层级越高的企业更加明显.这些结果表明了我国国企改革的逻辑不一致性,即国企改革的初衷在于放权,而政府在培育和发展国有集团的过程中却存在着过多的行政干预行为,从而弱化了国企改革的效率.文章为当前国企分类改革背景下集团的战略重组和结构优化调整提供了一定的启示,也丰富了集团治理的研究文献.     

控股股东代理的激励与侵占效应分析

控股股东与中小股东、债权人的代理冲突已经成为公司治理中代理问题的核心,而且也有相关文献实证分析了控股股东对企业绩效和企业价值的影响,但精确的定量理论分析仍较为缺乏.本文通过建立实物期权模型,理论研究了控股股东代理对企业投资政策选择和企业价值的影响.研究结果表明,随着控股股东现金流权的增加,企业价值增加,证明了控股股东存在正向的激励效应;随着控殷股东控制权和现金流权分离程度的加大.企业价值迅速降低,投资提前,该结论证明了控股股东具有负的侵占效应.     

Contingencies versus External Pressure: Professionalization in Boards of Firms Affiliated to Family Business Groups in Late‐Industrializing Countries

We examine the antecedents of professionalization in boards of firms affiliated to family business groups, increasingly recognized in the literature as the dominant form of big business organization in many late‐industrializing countries. Dimensions of board professionalization that we include in our study are board size, ratio of salaried executives and outsider presence. We compare predictions on board composition derived from contingency, institutional and power perspectives. Turkish family business groups, considered as an archetypal example of this form of organization, provide the empirical setting for the study, with data on 299 firms affiliated to ten different family business groups. Our results provide greater support for institutional and power perspectives, showing that, relative to internal and external complexity facing affiliate firms, institutional pressures and the presence of joint venture partners better predict board professionalization.     

控股股东、代理问题与关联交易:对中国上市公司的实证研究

本文分析控股股东是否通过关联交易,转移上市公司资源、侵占小股东利益.对中国上市公司1999-2001年的关联交易的实证检验结果发现:由控股股东控制的公司,其关联交易显著高于无控股股东控制的公司;控股股东担任高级管理者的公司,其关联交易显著高于控股股东不担任高级管理者的公司;控股股东持股比例和控股股东在董事会中的席位比例越高,关联交易越多,这意味着控股股东确实能够借助关联交易转移公司资源、侵占小股东利益.