International Corporate Governance: Volume 14

We compare the governance characteristics of dual-class firms to a matched sample of single-class firms. Dual-class firms allow firms to separate voting and cash flow rights, frequently allowing management to control the voting rights while only having a small proportion of the cash flow rights. With the control of the voting rights, management has the ability to choose governance characteristics to further entrench itself or help protect the rights of the minority investors. We show that dual-class firms are less likely to have independent boards and have lower levels of institutional ownership. However, dual-class firms are more likely to have separate individuals as CEO and Chairman of the Board and less likely to have staggered boards, which are considered to be good governance characteristics.

We collect data on CEO pay in 122 closely held firms traded on the Tel-Aviv Stock Exchange during 1995–2001. After estimating CEO pay performance sensitivity and CEO “excess pay,” we examine how these two pay attributes affect end of period (year 2001) Tobin's Q. Our main findings and conclusions are that (1) when CEO is from the controlling family, the end of period Q is negatively correlated with “excess” pay – “excess” pay to family-CEOs appears like a form of private benefits; (2) when a professional nonowner CEO runs the firm, end of period Q is positively correlated with CEO pay performance sensitivity – incentives to professional CEOs help promote firm value.

This chapter investigates whether shareholders of firms that enter bond markets for the first time benefit from a reduction in free cash flows or suffer from controlling owners keeping a lock on control. We analyze an international sample of 225 bond initial public offerings (IPOs) from 37 countries. We find that announcement returns are higher for firms with higher free cash flows and lower for firms with controlling owners that have majority control. These effects depend on the level of legal shareholder protection. We find that the disciplinary power of public debt is more important in countries with strong shareholder protection. In countries with weak shareholder protection, the negative lock on control effect dominates.

In a world of asymmetric information between managers and investors, the choice of the payment method is a key issue in mergers and acquisitions. Previous literature shows that contingent methods of payment other than stocks (e.g. contingent value rights, earnouts or convertible securities), even if they do not solve the information asymmetry problems, can mitigate their consequences. In this chapter, I examine the motivations and the effects of the inclusion of a contingent payment method the use of which has not been studied yet, the warrant. I show that this consideration is used mainly when information asymmetry problems are severe and that it can be used to solve the information problems.

The annual general meeting (AGM) constitutes, at least in theory, one of the main instruments to ensure good corporate governance. It also involves the release of corporate information to the financial market. We have examined the effects of the AGM on the volatility of stock returns and on the volume of shares traded. We have investigated the informative role of the AGM in the Spanish stock market during the period 2003–2009. This chapter constitutes the first investigation of the issue in a civil-law country. Extant research is scarce and limited to two common-law countries: the United States and the United Kingdom, where the AGM has been found to involve the release of relevant information to the market. Nevertheless, since the influential paper by La Porta, López de Silanes, Shleifer, and Vishny (1998), evidence reported in common-law countries cannot be automatically extrapolated to countries with a different legal tradition. As expected our results indicate that the information content of the AGM is lower in Spain than in common-law countries. In fact, no relevant information is released during the AGM in the Spanish stock market. This result is robust to company characteristics like size and the level of insider shareholders within its capital. Our findings support that the AGM plays a less significant role in ensuring good corporate governance in civil-law compared with common-law countries.

This chapter examines the relationship between corporate governance and agency costs of family and non-family ownership of public listed companies in Malaysia. It presents a longitudinal study of the 290 publicly listed companies in the Main Board of the Bursa Malaysia over the period 1999–2005.The study applies the governance mechanisms such as board size, independent director and duality as a tool in monitoring agency costs based on asset utilization ratio and expense ratio as proxy for agency costs. There is strong evidence that larger board size has a significant effect as a device in mitigating agency costs. The study supports that independent directors and duality are viewed differently by family and non-family ownership. The evidence shows that an independent director in family ownership does not influence agency costs. But non-family ownership needs more independent directors to counsel and monitor the company and thus reducing the agency conflict with shareholders. The study also finds that family ownership experiences less agency conflicts when duality role exists. Contrary, non family ownership experiences high agency costs when duality exists on board.

This chapter investigates the relationship between related party transactions (RPTs), corporate governance, and firm performance. Specifically, this chapters examines the moderating effect of corporate governance on the RPTs–performance relationship. On the basis of 448 firm-year sample for 2005–2007, we find evidence that related transactions are detrimental to shareholders and thus reducing firm performance. However, the negative effect is mitigated with the presence of good governance, namely level of board independence and executive remuneration. Furthermore, we find auditor size as an external governance mechanism could also reduce the negative impact of RPTs.

Prior research underscores the critical role of prestigious underwriters in shaping the success of the initial public offering (IPO) process, particularly for young firms that do not have much of a track record. Recent scholarly work has shown that the likelihood of a start-up securing a lead prestigious underwriter is influenced by its ability to provide important signals of organizational legitimacy, as conveyed in the employment experiences of the firm's top management team. Building further on theories of organizational attention and decision making, this chapter seeks to examine whether lead prestigious underwriters also consider different types of signals of organizational legitimacy that might be suggested by the existence of ties between young firms and corporate venture capital (CVC) investors.Analysis of 1830 IPOs during 1990–1999 indicates that having a tie to CVC investor provides added legitimacy value over that provided by independent venture capital investors alone. Further analysis of 315 IPOs affiliated with CVC investors suggests that prestigious underwriters pay attention primarily to endorsement-rather than resource-related signals of legitimacy when it comes to CVC ties, and that they pay more attention to investment screening prominence than to business management prominence when it comes to endorsement legitimacy. We also found that prestigious underwriters pay more attention to signals of IPO legitimacy provided by CVC investment in IPO markets that are hot than those that are cold. Our findings provide important theoretical extensions to the study of the certification value of interorganizational affiliations and its impact on IPO success.