Rozprawy doktorskie na temat „Blockholders”

Blockholding has long been perceived as a harmful force to corporate governance due to its alleged exacerbation of minority expropriation, which is the core theoretical justification of recent worldwide ‘anti-blockholding’ regulatory movements. However, two facts should not be neglected that, first, although blockholding imposes risks of deepening Type II agency conflicts in public companies, it serves a crucial corporate governance role to minimise the Type I agency problem. Therefore, whether tightening rules that might disincentive blockholding is warranted can only be determined if the expected benefits outweigh associated costs. Second, while theories suggest that concentration empowers blockholders to expropriate minority shareholders’ interests, it is largely based on an over-simplified assumption that blockholders are homogeneous, sharing the same incentives and behaviours. To this end, viewing corporate governance as the reflection of a firm’s agency conflicts, this thesis aims to facilitate a more balanced view with a focus on disentangling the interactions between corporate governance and the nature of blockholders; particularly effects from the most passive blockholder type – state, and the most active type – hedge fund activists. Seeing audit fee as an indicator of firm’s extent corporate governance effectiveness, the thesis first examines the individual and joint impacts of the controlling shareholder’s (CS’s) three attributes – types, the level of control and control-ownership wedge – on audit pricing of Chinese public companies. Contrary to extant research suggesting that control concentration monotonically enlarges the agency problem and, eventually, audit fees, findings suggest such a relationship depends on the nature of control. It is interesting to find that the voting rights level of state CS is significantly negatively related to audit fee; whereas that of non-state counterparts is significantly opposite. This supports the view that auditors are likely to recognise incentive alignment as the dominant effect introduced by state control and entrenchment effect as the threat brought by non-state control. Furthermore, evidence suggests that auditors tend to perceive two-right divergence for non-state CSs as intentional and a risk indicator; but see that for state CSs as the expanding of control chain, which wears away the risk mitigation effects. To some extent, this thesis illustrates that control concentration, per se, does not necessarily impair corporategovernance; rather this impairment is caused by CSs’ unethical incentive and excessively large control without bonded ownership. Moreover, using a proprietary dataset of hedge fund activists together with 2002-2014 SEC 13D(/A) filings in US markets, this study next examines the impact of hedge fund activism (HFA) on risk perception of auditors, proxied by audit fee. It proposes that there should be a ‘learning curve’ for stakeholders to recognise long-term corporate governance benefits brought by this new wave of shareholder activism. Consistent with expectations, results show that, relative to those of matched controls, audit fee for HFA-targeted companies exhibits no differences pre-intervention; however, these differences emerge and increase significantly in the first three post-intervention audit engagements, followed by a fall back to the fifth post-event year. Furthermore, findings suggest that the post-intervention fee drop is negatively associated with the auditor-HFA experiences/encounters. Findings also suggest that these audit fee dynamics do not result from indirect effects caused by changes of firm’s fundamentals. Taken together, the results suggest that policymakers should not be urged to tighten regulations on HFA but instead should allow more time for this new breed of activist blockholder to be understood. Once the intangible perception gap between third party and presence of blockholders was addressed, in the final empirical analysis, this research further investigates tangible impacts of HFA on portfolio companies’ choice between real activity (REM) and accrual-based earning management (AEM) techniques as a result of their influences on the strategic aspect of corporate governance. Specifically, results suggest that target firms’ REMs via reducing/postponing R&D and SG&A expenses declined significantly during HFAs’ holding period; as well as after shares being withdrawn. This not only indicates that HFAs suppressed managers’ intention to deliver earnings at the cost of long-term performance; but also that such beneficial influences persisted in the short- and long-term periods after HFA’s disposal of shares. On the AEM side, the study reveals a significant increase in AEM after HFA intervention. This supports the expectation that targeted companies reallocate reduced earnings to AEM as a result of HFAs’ demand for balancing stakes among stakeholders and earnings-smoothing. Overall, these findings support the previous view that HFA serves as a remedy for extant corporate governance.

This dissertation investigates three types of investment manager trading behaviour to ascertain whether behavioural biases are present in the Australian investment management industry. In particular, this thesis examines whether these biases are detrimental to fund performance and market efficiency, and whether there is a need for regulatory review given the behaviour of institutions in their trading on the Australian Securities Exchange (ASX). The three empirical issues examined in this thesis are: leader and follower patterns in institutional trading; quarter-end gaming behaviour; and short-term trading activity and the role of institutional monitoring. Firstly, in the analysis of leader-follower behaviour, this thesis finds profitable trade packages are executed using multiple brokers as a way to accumulate a larger package in a shorter window of time and as means of enhancing disguise. Profitability is higher when these trade packages are mimicked and when there are up to three mimickers, compared to situations in which no mimicking occurs. Potential mimickers do not appear to ignore their own signal when deciding whether or not to follow when the sequence is short, but may do so for longer sequences as predicted by Grenadier (1999). It is concluded that short sequences of mimicking trades by active fund managers speed the price discovery process. Secondly, in an investigation of ??portfolio pumping?? by Australian active investment managers, this thesis finds significant abnormal stock and fund returns on the final business day of the calendar quarter-end. This thesis then identifies particular trades, appearing mostly in less liquid stocks, which accompany stocks that are marked up at quarter-end (it is not possible in this thesis to prove causation given the trades in this sample are not time-stamped). Fund managers execute more purchases than normal on the last day of the quarter in stocks in which they are overweight, providing strong evidence that manager behaviour is modified on the last day of the quarter-end. This study also finds poor-performing managers are more likely to perpetrate gaming trades, which may be as a result of career concerns and business risk management. New investors in funds would benefit substantially by delaying their entry to the fund until the day after the end of the quarter, as there is a lower entry price into the fund. However, portfolio pumping does not substantially affect the returns of extant fund investors, as the trading cost associated with the relatively small gaming trades is relatively small. Attempts by the ASX to reduce price manipulation, such as instituting a closing price call auction and then later revising the algorithm of this auction, have been effective in limiting both the number of occurrences, as well as the severity of gaming on the efficiency of the market. Thirdly, in an examination of the short-term trading activity of active investment managers which threaten exit, this thesis find that a larger number of actively trading multi-blockholders significantly raises firm performance. It remains true that an individual blockholder who intervenes to raise firm performance has to share gains with other blockholders. But firm manager effort is enhanced by the threat of exit by blockholders when they receive a bad signal concerning managerial effort. This study tests seven nested hypotheses proposed by Edmans and Manso (2008) using sequences of short-term institutional trades that threaten exit. Blockholder net profit is diminishing in the number of traders, consistent with a common signal of poor managerial performance. Moreover, these trade sequences are profitable even after transaction costs. Spreads are lower and the firm??s share price becomes more sensitive to managerial performance as more blockholders threaten exit. From the three broad investigations into fund manager activity this thesis undertakes, active fund managers are shown to behave rationally and, apart from their behaviour at quarter-end, they act in the interests of their investors, aid price discovery, reduce bid-ask spreads and thereby exhibit a positive influence on market efficiency.

The objective of this study is to provide empirical evidence on how ownership structure and owner’s identity affect performance, in the banking industry by using a panel of Indonesia banks over the period 2000–2009. Firstly, we analysed the impact of the presence of multiple blockholders on bank ownership structure and performance. Building on multiple agency and principal-principal theories, we investigated whether the presence and shares dispersion across blockholders with different identities (i.e. central and regional government; families; foreign banks and financial institutions) affected bank performance, in terms of profitability and efficiency. We found that the number of blockholders has a negative effect on banks’ performance, while blockholders’ concentration has a positive effect. Moreover, we observed that the dispersion of ownership across different types of blockholders has a negative effect on banks’ performance. We interpret such results as evidence that, when heterogeneous blockholders are present, the disadvantage from conflicts of interests between blockholders seems to outweigh the advantage of the increase in additional monitoring by additional blockholder. Secondly, we conducted a joint analysis of the static, selection, and dynamic effects of different types of ownership on banks’ performance. We found that regional banks and foreign banks have a higher profitability and efficiency as compared to domestic private banks. In the short-run, foreign acquisitions and domestic M&As reduce the level of overhead costs, while in the long-run they increase the Net Interest Margin (NIM). Further, we analysed NIM determinants, to asses the impact of ownership on bank business orientation. Our findings lend support to our prediction that the NIM determinants differs accordingly to the type of bank ownership. We also observed that banks that experienced changes in ownership, such as foreign-acquired banks, manifest different interest margin determinants with respect to domestic or foreign banks that did not experience ownership rearrangements.

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Estudos teóricos e empíricos recentes sugerem que os blockholders, acionistas com participação maior ou igual a 5%, exercem poder como mecanismo de governança corporativa nas empresas. O poder de governança dos blockholders pode ser exercido através de dois mecanismos: intervenção (“voz”), que se refere à disposição dos acionistas de incorrer em atividades dispendiosas para aumentar o valor da empresa; e pela ameaça da saída (“exit”), que se refere à ameaça da venda de ações da empresa no mercado. Pesquisas acadêmicas recentes tem sido realizadas nesta área, relacionando a presença de blockholders com a eficiência gerencial, sobretudo no contexto americano. Estes estudos fornecem evidências consistentes que a ação dos blockhloders nas empresas pode afetar o comportamento gerencial. Entretanto, poucos estudos abordam diretamente a relação dos blockholders com o valor das empresas. Ademais, estudos que avaliam se a presença de blockholders realmente disciplina a gestão são escassos nos países emergentes. De um modo geral, os blockholders são acionistas com participação relevante no quadro acionário e, em decorrencia deste fato, em tese, possuem fortes incentivos para monitorar, coletar informações privadas e intervir junto aos controladores e à gestão, reduzindo custos de agência, e consequentemente, aumentanto o valor das empresas. Neste sentido, a fundamentação das hipóteses desta tese defende que a presença de blockholders na estrutura de propriedade das empresas brasileiras relaciona-se positivamente com a criação de valor, e que a força desta relação depende das variáveis participação acionária, número de blockholders, sensibilidade dos gestores ao preço das ações, liquidez das ações da empresa, dos tipos de blockholders, da diversidade dos tipos de blockholders, do nível de ativismo e das inter-relações entre os blockholders nas empresas. Para resolução das hipóteses desta tese, a amostra foi constituída por empresas brasileiras abertas, não financeiras, cujos dados estão disponíveis na Economática®, totalizando 334 empresas, com 1.899 observações. Os dados se referem ao período de 2010 a 2016. Metodologicamente, para atendimento dos propósitos desta tese, formularam-se seis hipóteses, sendo que para cada hipótese configuraram-se duas regressões por mínimos quadrados ordinários, com dados em painel, conforme as métricas de criação de valor consideradas nesta pesquisa, Q de Tobin (Q) e retorno (R). Salienta-se que, para os modelos onde utilizou-se o Q aplicou-se dados em painel com efeitos fixos, e nos modelos onde utilizou-se o R aplicou-se dados em painel com pooled, conforme orientação dos testes econométricos preliminares. Os resultados gerais desta pesquisa indicam que a simples presença de blockholders, nas companhias brasileiras, não produz os resultados encontrados na literatura teórica e empírica, que fundamentaram a base desta tese. Pelo contrário, os resultados indicam uma relação negativa entre a presença dos blockholders e o valor das empresas brasileiras para ambas as métricas de valor utilizadas. Os diferentes resultados em relação aos apresentados pelos modelos teóricos e empíricos encontrados nos EUA são explicados pelas características peculiares do mercado brasileiro, especialmente no que tange às diferenças em relação à estrutura de propriedade. Num mercado como o dos EUA, um blockholder com 5% de participação na empresa é um grande acionista, é uma ameaça aos controladores e à gestão, já que lá o controle é exercido, na maioria das vezes, com menos do que 50% do capital total. No Brasil, na maioria das vezes, as empresas possuem controle acionário definido, com isso o blockholder não tem a mesma força. Desta forma, como observado nesta pesquisa, os blockholders brasileiros, em maioria, são passivos. Essa passividade faz com que os controladores e ou gestores da empresa utilizem os blockholders para diluição do capital acionário e dos direitos sobre o fluxo de caixa da empresa, o que aumenta os incentivos de expropriação por parte dos controladores e gestores, elevando os custos de agência e reduzindo o valor das empresas. No mesmo sentido, percebe-se que as métricas relacionadas com a força dos blockholders como mecanismo de governança não possuem efeito positivo na relação dos blockholders com a criação de valor das empresas. Pelo contrário, as métricas vinculadas à participação acionária e ao número de blockholders relacionam-se negativamente com a criação de valor nas empresas, reforçando o argumento teórico de que a diluição do capital acionário e do fluxo de caixa do controlador aumenta os incentivos deste em expropriar. Os diferentes tipos de blockholders ou a heterogeneidade destes, na maioria dos casos, não apresentou relação com a criação de valor nas empresas. Em relação à diversidade dos blockholders presentes na estrutura de propriedade das empresas, conclui-se que esta afeta negativamente o valor das empresas, ou seja, quanto mais tipos diferentes de blockholders presentes na estrutura de propriedade das empresas, pior são os resultados em relação às métricas de criação de valor. Entretanto, quando se identifica a presença nas empresas brasileiras de blockholders ativos e suas inter-relações, percebe-se que, nesta situação, os blockholders potencializam o efeito de criação e o valor na empresa, convergindo com as premissas teóricas apresentadas por estudos americanos que fundamentaram esta tese. Essa aproximação dos resultados pode ser atribuída ao perfil dos investidores ativos brasileiros que realmente agem como mecanismo de governança, o que acontece na maioria dos casos com os blockholders no mercado americano. Os resultados desta tese permitem o avanço da literatura nacional e internacional sobre o tema, demonstrando que, sob uma estrutura de propriedade concentrada, sobretudo com a presença da figura de um “dono” e/ou acionista majoritário nas empresas, como é o caso brasileiro, a interferência dos blockholders, de forma geral, no monitoramento da gestão, se torna mais difícil. No ambiente brasileiro a maioria dos blockholders não consegue utilizar o seu poder de voz, em decorrência da alta concentração de propriedade e das dificuldades de exercer influência efetiva junto ao controlador ou à gestão. No mesmo sentido, também se observa uma dificuldade em relação ao mecanismo de exit, pois a maioria das empresas listadas não fornece liquidez suficiente nos papéis para que o poder de ameaça de saída faça sentido.
Recent theoretical and empirical studies have suggested that blockholders, who hold the shares of 5% or more in companies, exercise their power as a mechanism of corporate governance. The governance power of blockholders can be exercised through two intervention mechanisms, one is "voice", which refers to the willingness of shareholders to incur costly activities to increase the value of the company, and another is the threat of exit, which refers to the threat of the sale of company shares in the market. Newly academic research have been carried out in this area, relating the presence of blockholders with managerial efficiency, especially in the American context. These studies provide consistent evidences that the action of blockhloders in companies can affect managerial behavior. However, few studies directly aproach the relationship between blockholders and companies' value. In addition, studies that assess whether the presence of blockholders actually discipline management are scarce in emerging countries. In general, the blockholders are shareholders with relevant participation in the ownership structure, as a result of this fact, in thesis, they have strong incentives to monitor, to collect private information and to intervene together with controllers or management, reducing agency costs and, consequently, increasing the companies value. In this sense, the hypotheses of this thesis argue that the presences of blockholders in the ownership structure of Brazilian companies are positively related to the creation of value, and that the strength of these relationship depends on the variables equity interest of blockholder, the number of blockholders, the managers' sensitivity to share price, liquidity of company shares, the types of blockholders, the diversity of the types of blockholders, the level of activism, and the interrelations among the blockholders in the companies. To resolve the hypotheses of this thesis, the sample was made up of Brazilian non-financial companies, whose data are available in Economática®, totaling 334 companies, with 1,899 observations. The data refer to the period from 2010 to 2016. Methodologically, to answer the purposes of this thesis, six hypotheses were formulated, and for each hypothesis, two ordinary least squares regressions were configured, with panel data, according to the metrics of value creation considered in this research, Q of Tobin (Q) and return (R). For the models where the Q was used, panel data with fixed effects were applied, and in the models where the R was used, panel data with pooled were applied, according to the orientation of the preliminary econometric tests. The general results of this thesis indicate that the mere presence of blockholders in Brazilian companies does not produce the kind of results which were found in the theoretical and empirical literature, which provided the basis for this thesis. On the contrary, the results indicate a negative relation between the presence of blockholders and the value of Brazilian companies for both metrics of value of this research. The different results in relation to those presented by the theoretical and empirical models found in USA are explained by the peculiar characteristics of the Brazilian market, especially with respect to the differences in ownership structure. In a market like the US, a blockholder with a 5% stake in the company is a large shareholder, is a threat to controllers and managements, since control there is exercised, for the most part, with less then 50% of the total capital. In Brazil most of the time companies have a defined shareholder control, so the blockholders does not have the same strengh. Thus, as seen in this research, Brazilian blockholders, in the majority, are passive. This passivity causes company controllers and managers to use blockholders to dilute equity capital and cash flow rights of the company, which increases expropriation incentives by controllers and managers, raising agency costs and reducing the value of companies. In the same way, it can be observed that the metrics related to the strength of the blockholders as mechanisms of governance do not have a positive effect on the relationship of the blockholders with the creation of value of the companies. On the contrary, the metrics related to the shareholding and the number of blockholders are related negatively to the creation of value in the companies, reinforcing the theoretical argument that the dilution of stock capital and the cash flow of the controller increases the incentives of controller’s expropriation. The different types of blockholders or the heterogeneity of these, in most cases, were not related to the creation of value in companies. In relation to the diversity of the blockholders present in the corporate ownership structure, it is concluded that this affects negatively the value of the companies, that means, the more types of different blockholders present in the ownership structure of the companies, the worse the results in relation to the metrics for creating value. However , when the presence of active blockholders and their interrlationsships is in identified in brazilian companies, it can be seen that, in this situation, blockholders potentiate the creation effect and value in the company, converging with the theoretical premises presented by American studies that supported this thesis. This approximation of the results can be attributed to the profile of the Brazilian active investors that really act as mechanisms of governance, which happens in most cases with the blockholders in the American market. The results of this thesis allow the advanced of the national and international literature about theme, demonstrating that under a concentrated property structure, especially with the presence of the figure of a "owner" and / or majority shareholder in companies, as in the case of Brazil, , in general, the monitoring of management becomes more difficult. In the Brazilian environment, the majority of blockholders cannot use their voice power, due to the high concentration of ownership and the difficulties of exercising effective influence with the controller or the management. In the same way, there is also a difficulty with the exit mechanism, since most listed companies do not provide sufficient liquidity in the roles for the threat of exit power to make sense.

This thesis investigates the role of blockholders in the governance of Saudi public listed companies. Saudi Arabia presents a unique setting, where religious, cultural and social factors, that are similar to those of other Arab and Islamic nations, play an important role in the day to day lives of the society. Similar to other developing countries, Saudi Arabia is characterized by a wide presence of blockholders in addition to a weak legal setting, in such context minority shareholders become prone to expropriation by controlling blockholders. In order to examine the level of influence blockholders have on corporate governance, three empirical chapters, chapters 3, 4 and 5, focus on key governance mechanisms that concern minority shareholders, namely the board of directors, dividends and audit quality, respectively. Using appropriate regression models, each study examines the influence of the different blockholder types present in the Saudi market, namely family, royal family, government, corporate, managerial and multiple blockholders, while controlling for various factors that are known to have an impact on the governance measures in question. The studies examine data from 117 non-financial listed companies in Saudi Arabia from 2008-2013, with a final sample (N) of 619 firm year observations. Overall, the results show that minority shareholder rights are fairly protected under blockholder control in Saudi public listed companies. The initial results, in chapter 3, indicate that blockholders reduce board independence and maintain control over board representation, which enables them to expropriate minority shareholders. The exclusion of outside independent directors might reflect the dominance of the Arabian culture in Saudi Arabia, which is characterized by high power distance and strong levels of secrecy in business dealings. However, further analyses, in chapters 4 and 5, reveal that blockholders actually act in the best interest of all shareholders and curb managerial self serving behavior by positively influencing the corporate governance of the firm, through improved dividend payout policy, which reduces the levels of free cash flow available for appropriation, as well as improving the firms' audit quality, by appointing Big Four auditors and independent and expert audit committee members. Collectively, these results reflect the possible role that Islamic teachings play in shaping the behavior of blockholders within the Saudi capital market, where fair treatment and just dealing represent core Islamic values, in which minority shareholders are not found to be expropriated. The Islamic ethical system promotes the protection of the rights of the various stakeholders and urges humans to act as stewards entrusted in achieving continuity and societal welfare. The results of the thesis are of interest to academics, practitioners and policy makers in developing countries in general, and the Middle East and Saudi Arabia in particular. Local and international investors become more aware of the environment of the Saudi market when prompted to make investment decisions. Policy makers also recognize the relationship between blockholders, corporate governance and minority shareholders in the Saudi market.

The aim of this thesis is to explain and predict the relationships between the diverse classes of blockholders and firm performance based on appropriate theories including agency, stewardship and resource dependence theory. The Singapore context provides a unique setting for a developed economy with concentrated ownership, unlike prior studies undertaken in the United States (US) and the United Kingdom (UK), which have relatively dispersed ownership structures.

I examine the effect of ownership structure on firms' propensities to save the proceeds of a share issuance as cash. Specifically, I focus on changes in cash savings at the time of a seasoned equity offering (SEO), a moment at which the firm experiences a large inflow of cash, to determine whether ownership structures such as managerial blockholdings or the presence of institutional investors materially affect firms' decisions regarding their level of cash savings. I find that firms with managerial blockholders are more inclined to save share issuance proceeds as cash, relative to firms with outside blockholders or no blockholders present. This finding could be interpreted as consistent with either managerial entrenchment or incentive alignment, so I distinguish between these competing forces by examining SEO announcement returns. The market's reaction to SEO announcements when managerial blockholders are present is significantly worse on average when the firm has excess cash, lending support to the entrenchment explanation. I also find that firms with greater total institutional ownership save more cash from equity issuance, which is consistent with the theory that greater firm monitoring allows optimal corporate cash holdings to increase because shareholders are less concerned about potential misuses of cash.

Using an endogenous growth framework, this thesis models and tests whether hedge fund activists add value by correcting inefficient R&D investment at their targets. While activists are more likely to target firms over-investing in R&D, I find no evidence that suggests they correct inefficient R&D investment despite decreasing R&D expenditure at target firms. Further robustness highlights the negative impact of hedge fund activism on value creation after controlling for the activist’s stated objectives and reputation, quantile treatment effects, and superior stock selection ability. Overall, my research offers new insights into the governance role and value implications of hedge fund activism.

This thesis investigates how blockholders influence the relation between governance and firm performance in Vietnam. The researcher employed analyses of marginal effects among various mechanisms of a bundle of governance. This methodology helps avoid the problem of under/overstating an interaction effect that might be mistaken by previous studies and confer precise and robust results on the interdependencies of various governance attributes within a firm. The research reported on the levels at which ownership concentration significantly affect the effectiveness of board monitoring and creditor monitoring. This study concluded that the Anglo-Saxon governance model is unlikely to be appropriate in countries where ownership concentration dominates and where a dual board structure is present and argue for the need of a differentiated governance framework.

The classical corporation, as described by Berle and Means (1932), was characterized by ownership that is dispersed between many small shareholders, yet control was concentrated in the hands of managers. This ownership structure created the conflict of interest between managers and dispersed shareholders. More recent empirical work (see, e.g., La Porta et al. (1999) and Barca and Becht (2001)) has shown that ownership in many countries around the world is typically concentrated in the hands of a small number of large shareholders. As a result, an equally important agency conflict arises between large controlling shareholders and minority shareholders. On the one hand, large shareholders can benefit minority shareholders by monitoring managers (Shleifer and Vishny, 1986, 1997). On the other hand, large shareholders can be harmful if they pursue private goals that differ from profit maximization or if they reduce valuable managerial incentives (Shleifer and Vishny, 1997; and Burkart et al., 1997). In the presence of several large shareholders, a conflict of interest may arise between these controlling shareholders (see, e.g., Zwiebel (1995), Pagano and Röell (1998), and Bennedsen and Wolfenzon (2000)). They can compete for control, monitor each other, or form controlling coalitions to share private benefits. The question arises as to what determines the role of controlling shareholders in various firm policies and performance. Previous literature has noted that the incentives to expropriate minority shareholders are often exacerbated by the fact that the capital invested by the controlling shareholders is relatively lower than the voting control they achieve through the use of dual class shares (i.e., shares with differential voting rights) or stock pyramids (e.g., Claessens et al., 2002). Moreover, the identity of the shareholder (e.g., family vs. financial institution) is important for understanding the role of controlling shareholders (see, e.g., Holderness and Sheehan (1988), Volpin (2002), Claessens et al. (2002), and Burkart et al. (2003)). Using Swedish data, Cronqvist and Nilsson (2003) show that the agency costs of family owners are larger than the agency costs of other controlling owners. The role of controlling shareholders in transition countries is exacerbated by the fact that the legal and general institutional environment remains underdeveloped. In such an environment, strong owners may be the second best option to weak legal protection of investors (La Porta et al., 1997, 1998). The transition countries of central and eastern Europe are experiencing increasingly concentrated control structures, typically with the controlling owner actively involved in the management of the firm (Berglöf and Pajuste, 2003). Moreover, experience from transition countries suggests that foreign direct investment, where investors take controlling positions, have been critical to the successful restructuring of privatized firms. This thesis consists of four self-contained chapters that empirically examine various corporate governance issues. The common theme throughout the thesis is the focus on large shareholders, their identity, as well as to whether they deviate from the principle of one share-one vote. In particular, I examine the effect of large shareholders on firm value (in the first and third chapters), dividend policies (in the second chapter), and stock returns (in the final chapter). The first two chapters employ the data from Finland, the third looks at companies in seven European countries where deviations from one share-one vote are common, and the final one explores the evidence from transition countries.
Diss. Stockholm : Handelshögskolan, 2004

This dissertation consists of three essays examining the relation between corporate governance and firm performance. The theme of this study is that the widely documented long-term underperformance in equity carve-outs can be partly explained by weak corporate governance. The first essay presented in Chapter 2 explores the effect of shareholder-rights protection on the performance of a sample of firms that initiated a carve-out during the period 1983-2004. Using the Gompers, Ishii, and Metrick (2003) index and Bebchuk, Cohen, and Ferrell (2004) entrenchment index, as proxies for the quality of shareholder-rights protection, I provide evidence that firms with better shareholder rights protection outperform those with weaker rights protection. Results indicate that the weaker the rights protection, the greater the degree of underperformance. Overall, the results are robust to measures of firm performance and to model specification. The second essay presented in Chapter 3 examines the relation between firm performance and board structure. In particular, I study how board size, board independence, and CEO duality influence firm performance. I find that board size for non-financial firms is negatively related to firm performance but positively associated with performance for financial firms. Board independence is positively related to firm performance and CEO duality is negatively associated with performance for both financial and non-financial firms. These results are robust to various measures of firm performance. The conflicting evidence on board size, between financials and non-financials, seems to suggest that the scope and complexity of a firm.s operations drives board size. The third essay presented in Chapter 4 investigates corporate ownership and firm performance. I focus on insider ownership, outside blockholder ownership, and ownership concentration. Results show that insider ownership is negatively related to firm performance even at low levels of insider ownership levels. It is plausible that the combination of parent ownership and management ownership in the subsidiary exacerbate the entrenchment effect thus overwhelming the incentive alignment effects that theory posits. I document a positive relation between outside blockholder ownership and firm performance. And finally, I show that the level of ownership concentration increases (decreases) in anticipation of positive (negative) changes in firm performance.

In this dissertation, I investigate whether corporate governance affects the negative association between investment and future excess returns. Shareholders are concerned with the effectiveness of the firm's governance regime as a tool to reduce agency costs. In the absence of strong control over firm assets, managers may choose to invest in value-decreasing projects. The probability that managers select value-decreasing projects is an increasing (decreasing) function in investment activity (governance regime). At the time of investment, the capital market prices expected returns to the investment activity conditioned on the governance regime in place. This study examines future risk-adjusted returns to investment activities conditioned on low and high governance regimes. If the market correctly prices the governance environment and the expected returns to expenditures at time t, there should be no future risk-adjusted returns to either governance or expenditure information. I find that for firms with low external monitoring, and separately, for firms with high shareholder rights, lower (higher) investment activity results in positive (negative) future risk-adjusted returns. Implementing a trading strategy which holds low investment firms and shorts high investment firms results in 7.1% and 5.6% annual risk-adjusted returns when conditioned on low institutional holdings and high shareholder right, respectively. This study also provides preliminary evidence that outside blockholder and activist ownership is effective in mitigating the negative association between investment activity and future excess returns through the shareholder rights mechanism. Finally, I provide evidence that the diversification discount associated with multi-segment firms is generally invariant to investment activity levels.

Ownership structure is referenced as one of the key determinants of policy decisions and corporate governance of companies however suggested implications of different structures part in previous research. This study investigates the relationship between different ownership structures and dividend policy decisions taken by a firm and sets out to identify how family ownership in specific differs from other ownership structures. The study follows a framework based on a number of postulated hypothesis based on previous findings of similar investigations and applies it to a Swedish setting. A model is constructed consisting of variables describing ownership, financial and market conditions in Swedish firms from the period 2010-2019. Some, yet sparse, evidence is found indicating differences in dividend policy can be derived from differences in ownership, yet results clarify dividend policy decisions are based on a complex set of conditions not easily captured in a single model.

This study investigates whether family ownership impacts firms’ dividend payout policies by examining firms publicly listed on the Stockholm Stock Exchange (OMX Stockholm) during the years 2013–2018 (1,363 firm-year observations). The investigation is made by performing multiple regression analyses including the dependent variable DIVIDEND PAYOUT. The findings reveal that family firms distribute higher dividend payouts than non-family firms, suggesting that dividends are used as a corporate governance mechanism to mitigate agency problems. Family firms without a second blockholder present have the highest dividends. A family second blockholder appears to collude with the controlling family resulting in lower dividends. A separation between ownership and control results in higher dividends as it implies a worse corporate governance structure. In sum, the results imply that family ownership positively impacts firms’ dividend payout policies in Sweden.

碩士
開南大學
財務金融學系
104
This study focuses on the impact of insider trading six months before and after insider transactions, as well as analyzing insiders’ abnormal returns. Insiders’ transactions occur over the period of 2004 to 2012 are included in our sample. In addition, this study examines the insiders’ profitability by directors, manages and blocks holders. Since information asymmetry exists in the securities markets, it has long been thought that insiders could get superior information due to their positions or privilege. This study presumes that insiders may take advantage of superior information to profit by stocks transactions. Our empirical results show that insiders’ selling are preceded by positive long-term abnormal returns and followed by negative abnormal returns. Directors and managers profit significantly from selling the stocks at the highest price, which supports the conjecture that insiders possess superior information that general investors. However, similar evidence is not found when insiders buy stocks. We conjecture that insiders may buy for some motivations other than earing capital gains. The profitability earned by block holders who hold ten percent or less of outstanding shares is not as much as that earned by directors or managers. This may result from the block holders have fewer opportunities to take part in firms’ operation and own less private information. By comparison, the empirical results do not show that insiders’ buying are preceded by negative or followed by positive abnormal returns. This study conjectures that insiders may increase ownership for various reasons, such us stabilizing share prices, over- optimism, or temporarily misleading the market. Overall, the implication of this study suggests that insiders’ selling is an useful indicator for outside investors. Investors who follow insiders’ selling could avoid long-term loss or profit from short selling. However, insiders’ buying is not found to convey information about future stock price.

碩士
國立中興大學
財務金融學系所
102
This paper studies whether institutional investors with short-term earnings goals impede a firm’s innovative activities. By examining institutional investors with different investment objectives, I find that transient and quasi-indexer blockholders are prone to deter innovative activities as measured by patents and citations. Further, the institutional investors would have a potential or existence business relationship with target companies. To test whether the existence of dedicated investors with independent type would weaken the effect from the transient and quasi-indexer blockholders, I divide the sample into independent and grey investor groups. The results suggest that independent and dedicated investors can mitigate managerial myopic investment decisions.

碩士
中國文化大學
會計研究所
96
The reports of business fraud keep pouring in recent year. The monitoring mechanisms become more important. This research examines two views concerning the effect of outside blockholders on earnings management. First, if managers of firms with declining premanaged earnings manage earnings upward. Second, if the existence of outside blockholders would alleviate managers’ earnings management to hide declining premanaged earnings. This research test the two views by examining the association between outside blockholders and earnings management for TEJ firms from 2003 to 2005. Results indicate that the managers of firms with declining premanaged earnings will manage earnings upward, and also found outside block-holders ownership is positively associated with discretionary accruals for firm that face declining premanaged earnings.

碩士
輔仁大學
金融研究所
97
The main purpose of this study is to analyze how Corporate Governance affects firm value and firm performance changes of listed companies by examining effects of deaths of Family Blockholders and in the following two years. We use Taiwan Listed companies as subjects and the research period is from 1999 to 2009. This paper investigates the relationship between the ownership structure and firm value by examining firm’s family blockholder’s death and also is treated as an exogenous variable. To our knowledge, no prior study has treated the corporate governance related issues this way in Taiwan. We use a neutral event to evaluate firm’s ownership structure and composition of board of director affect firm value by analyzing the share price response to the death of a family blockholder. We find that the share price response to the death of a family blockholder is significantly negative with the level of the deceased's shareholding of firm shares. This result supports convergence-of-interest hypothesis. Final empirical evidences show that firm’s performance examining by ROA and Tobin’s Q increases, the controlling shareholders hold larger proportion of shares. Contrariously, if the controlling shareholders hold larger proportion of board seats, would lead to a lower performance as well.

碩士
真理大學
管理科學研究所
96
The research focuses on the companies listed on SEC and OTC from year 2001 to 2006. The effects of outside blockholders and premanaged earnings shortage on earnings management is investigated by multiple regression model. The results show that the ratio of outside blockholders and institution outside blockholders have significantly negative effects on the discretionary accruals and the discretionary working capital accruals, but the holding ratio of natural outside stockholders have not. Premanaged earnings shortage have significant effect on the discretionary current accruals, however, and have not significantly effect on the discretionary working capital accruals as well. The conclusions may provide a conference for the government policy-makers, investors and corporation managements.

In Chapter 1, I document a negative (positive) relationship between changes in large (small) blockholders' ownership and abnormal returns. The evidence in this paper suggests that an increase in the relatively large blockholders' ownership raises the consumption of private benefits while an increase in the relatively small blockholders' ownership constrains large blockholders from expropriating minority shareholders. Moreover, I find an inversely U-shaped relationship between changes in the largest blockholders' ownership and firm value. As large blockholders' ownership and control increase, the negative effect of firm value driven by expropriating minority shareholders starts to exceed the incentive benefits of monitoring by the largest blockholder. I also show that the negative relationship between changes in institutional investors' control and abnormal returns declines as analysts' following increases.

In Chapter 2, I study the role of trading as a governance mechanism. I hypothesize that governance through trading plays a significant monitoring role in practice and that engaging in "voice" and "exit" can be substitutes. I show that abnormal turnover following earnings announcements is significantly higher for firms with large institutional blockholders than for those with small individual

shareholders. For firms with majority institutional ownership, I demonstrate that abnormal trading is higher for firms with multiple blockholders than for those with a single large blockholder and that abnormal trading increases with the number of institutional investors and declines with the percent of stocks owned by the

largest institutional investor. Moreover, this excess trading is driven by mutual fund investors, which are non-interventionist and thus are more likely to engage in "exit" than "voice". I also show that for firms with large institutional blockholders, abnormal trading following public announcements increases with liquidity.

Dissertation

碩士
中原大學
會計研究所
95
Audit fees and non-audit fees have never been disclosed on Company Financial Statements in Taiwan since our government has not strongly encouraged companies to do so. This phenomenon causes a lot of inconvenience for conducting research. Therefore, the accuracy of the data gained through research is still in doubt. SFEC announced that the annual report, starting from the year of 2002, need to disclose of audit fees and non-audit fees on Company Financial Statements. From 2002 to 2005, there has been an increase in the disclosure of this information on Taiwan public Company Financial Statements. This change inspirres me to research, the independence of the Board Directors, Blockholders and Accoutants from the point of view of audit service. This research was conducted in three dimensions:This three dimensions being the analysis of audit fees and non-audit fees,adding three experiment variables to explore the connection between the Director Board Independence and the Accoutant Independence,and the connection between audit fees and non-audits. Those three experiment variables mentioned are the ratio of Blockholders,and the ratio of people outside the board and the ratio of Independent Shareholders. There are ten control variables in this research as well. The positive findings from this research are that there is a strong associate connection between company sizes, the number of merged subsidiary companies,and the number of companies issuing overseas stocks. Moreover, there is no strong positive connection between Debt Ratio, Current Ratio, and the ratio of Inventory and Accounts Receivable. Furthermore, there is no positive finding in this research about an associated connection between high non-audit fees and audit fees, and previous three-year negative income. Evern though the connection of the ratio of Blockholders, and the ratio of people outside the board and the ratio of independent shareholders meet our exoectations, the result of the research is still not one hundred percent accurate and abvious. Key word: audit fees, non-audit fees, Blockholders

碩士
大同大學
事業經營學系(所)
101
Following the Financial Crisis in 1990, in recent years, the international oil and the price of raw material rising, sparked global financial crisis, which causes deterioration of inflation, the most companies to lead to a series of financial crises, after the United States to break out the subprime mortgage crisis since 2007, investment bank Lehman Brothers and General Motors are declared bankrupt, one after another, there are many banking and real estate also happened financial crisis, and in Taiwan, the Embezzlement of the Rebar Group and Cosmos Bank, and DRAM industry also break out the financial crises, this things have highlighted corporate governance is not perfect. After break out a series of the financial crisis of Multinational Corporation, the corporate governance’s point of view gets more attention. Agency problems occur as a consequence of divisions between enterprise ownership and managerial authority. This study investigates the relation between the multi blockholders structure and firm value, and how to use the ownership structure to reduce agency problem, as well as from the point of view of corporate governance and ownership structure of relevance to understand the single largest blockholder or multi shareholders is better for the company. The object of this study is using the listed companies in Taiwan, and from 2001 to 2012. Its analysis the correlation between the blockholder disperses and firm value, as well as the correlation between the blockholder presence, size and the firm value. According to the regression analysis results obtained the following conclusions: (1) When ownership is dispersive, it means among the shareholders will be mutual supervision, there by affecting firm value, which will get higher. (2) The company has blockholder or shareholding of blockholder is higher, then firm value will get lower. If the company does not have the blockholders, the ownership is distribute between the shareholders, the shareholders will in order to self-interest to exercise the power of supervision, thus the firm value will increase.

碩士
東海大學
企業管理學系碩士班
99
This study investigated the effect of blockholder monitoring the impact of CEO pay performance sensitivity.For this study, the performance indicators to measure by stock returns, and performance is divided into the external environment performance and internal capabilities performance. This study added a blockholder monitoring, blockholder ratio can strengthen the monitoring effect, and rate of change in blockholder can weaken the monitoring effect, observations CEO pay performance sensitivity will be affected. Divide the concept of performance into the external environment performance and internal capabilities performance and continue to observe the blockholder monitoring and CEO compensation and performance of the external environment, the performance sensitivity of the relationship between internal capabilities. In this study, the total CEO compensation, dividends into equity compensation and cash compensation, empirical results show that both the overall performance analysis only, or the performance down into external and internal environmental performance capability performance, performance on CEO pay has a positive relationship. Shows the overall performance of both the external and internal environmental performance capability performance, performance pay has highly pay performance sensitivity. The study also found that Taiwan's companies to blockholder ratio of positive results is not obvious, because there may be among Taiwan companies as blockholder holding interaction, resulting in weak oversight role; but Taiwan's blockholder turnover of listed companies weaken monitoring results are obvious, the more frequent changes in blockholder, monitoring results weaker, due to more frequent changes in blockholder, the CEO of the company's business there is the problem of asymmetric information, can not suppress the external environmental performance and CEO compensation connectivity; in the above results, CEO total compensation and CEO equity have similar results, but the result of CEO cash is difference, because CEO equity has more incentive effect and more flexible. In the performance divide, should strengthen the internal capacity of the link performance and CEO pay, reduce external environmental performance, so that it can highlight the CEO in the management of the importance of capacity; and changes in blockholder significantly larger, thus reducing the change in major shareholders to increase shareholder ownership rate compared to more efficient and be able to monitor blockholder have positive effects.

碩士
大同大學
事業經營學系(所)
100
The happening of Asian Financial Crisis has highlighted incomplete corporate governance system of Asian companies, the financial crisis incidents of large-scale companies have not only damaged the benefits of investors but also seriously affected confidence of the public and stability of international financial markets. Healthy corporate governance would benefit business a lot and enhance confidence of investors in company, which is getting imperative.In order to be more competitive in the market, the company will introduce professional managers to enable more efficient business operation upon separation of right of ownership and right ofmanagement, allowing business operation to be more efficient, enhanced company value and lastly, maximization of shareholders’ benefits. The outcome of separation of right of ownership and management of today has led to agency issue. To choose between benefits and agent cost and make decision best for the company value. The purpose of this study is to explore how to use shareholding structure to improve agency issue, and to understand how different shareholding structures affect company’s capitastructure. The study aims to explore the shareholding structure and capital structure of listed companies inTaiwan. Following related literatures with 6612 samples of listed companies between1990and2011 introduced, the research is to study the correlation between shareholding structure and capital structure from corporate governance perspective, in which the shareholding structure will be discussed in terms of blockholdershareholding ratio and manager shareholding ratio to see whether corporate structure affects corporate debt.

碩士
銘傳大學
資訊管理學系碩士在職專班
100
The one of most investment and financial tools in Taiwan is stock market. According to the statistic of TSE, there are 1322 listed companies, in which 499 firm’s capitals are less than 1 billion, in the end of 2010. The small caps which is 37.75% of entire listed companies on TSE, has small shares and frequently stock price fluctuating. Because of less outstanding circulating stocks, the impact of stock price fluctuating will be more obvious when the blockholder shareholding ratio shifting. In this study, it will investigate how it effect on stock price and firm’s revenue when blockholder shareholding ratio shifted within 3 months and 6 months via depository account auery from TDCC. The result shows: (1). The blockholder shareholding ratio shifting duration with 3 months and 6 months, the shareholding shifting ratio above +-20%, that it would have significant difference at stock price for coming 3 months. But the shareholding ratio at +-5%~10% and +-10% ~20% would have no significant difference. (2). The blockholder shareholding ratio shifting duration with 3 months and 6 months, and shareholding shifting ratio at +-5%~10% and +-10% ~20% above +-20% that would have no significant difference at firm’s revenue for coming 3 months. The result of this study will be a useful reference for investors who would like to estimate the investment performance.

碩士
銘傳大學
資訊管理學系碩士在職專班
100
The study analyzes the correlations between the inside and outside of the ownership structure and firm’s performance based on the sample of all listed companies on the TSE (Taiwan stock Exchange) form 2005 to 2009.The primary investigation of research is to examine if there are the significant differences on the firm’s performance under the cross correlation between inside and outside shareholders using descriptive statistics and T test. Furthermore, the investigation discovers that the ownership structure with the higher ratio of blockholder shareholding and the lower ratio of director and supervisor shareholding shows better stock price performance. There are better performance if this ownership structure is under the higher shareholding ratio of institutional director and institutional supervisor, lower ratio of top ten stock holders with president, and higher shareholding ratio of foreign capitals. And the main influence is the supervision effect from the outside shareholding. Poorer performance is shown when the ownership structure is with lower ratio of blockholder shareholding and the ownership structure is lower shareholding ratio of institutional director and institutional supervisor, lower ratio of top ten stock holders with president and lower shareholding of foreign capitals. The main cause of poorer performance may be result from no outside supervision or the endogenous relations of the inside shareholding.

碩士
銘傳大學
資訊管理學系碩士在職專班
100
The most popular investment and financial tool in today sociality is stock market, the stock market is the place with public and transparent environment to make deal. However, it’s really exsiting “asymmetric information” phenomenon. The information revealed after stock price going up/down that it against information property – information spreading process and effectiveness. In this situation, it’s not beneficial for the retail inventors who relaying on this information to do investment. In this study, it will investigate how it effect on firm’s revenue and stock pricing when blockholder shareholding ratio shifted in short period. The result shows: (1). The blockholder shareholding ratio shifting duration with 3 months and 6 months, the shareholding shifting ratio at +-5%~10%, +-10% ~20%, or above +-20%, that it would have significant difference at YoY revenue growth ratio for coming 3 months. (2). the blockholder shareholding ratio shifting for 6 months and shareholding shifting ratio above +-20% that would have significant difference at stock pricing for coming 3 months. The result of this study will be a useful reference for investors who would like to understand what significant difference between the blockholder shareholding shifting ratio in short period, firm’s revenue and stock price.