Investor protection

  • 详情 The Unintended Real Effects of Regulator-Led Minority Shareholder Activism: Evidence from Corporate Innovation
    We investigate the unintended real effects of regulator-led minority shareholder activism on corporate innovation. We use manually collected data from the China Securities Investor Services Center (CSISC), a novel regulatory investor protection institution controlled by the China Securities Regulatory Commission (CSRC) that holds 100 shares of every listed firm. We find that by exercising its shareholder rights, the CSISC substantially curtails the innovation output of targeted firms. This effect is amplified in cases involving a high level of myopic pressure and few innovation incentives. We further observe variation in the real effects of different intervention methods. Textual analysis reveals that CSISC intervention with a myopic topic and negative tone contributes to a decrease in innovation. The results of a mechanism analysis support the hypothesis that regulator-led minority shareholder activism induces managerial myopia and financial constraints, impeding corporate innovation. Furthermore, CSISC intervention not only diminishes innovation output but also undermines innovation efficiency. In summary, our findings suggest that regulator-led minority shareholder activism exacerbates managerial myopia to cater to investors and financial constraints, ultimately stifling corporate innovation.
  • 详情 Can Motivated Investors Affect ESG Rating Disagreement?
    Based on institutions' general role and the specialty of motivated investors' relatively larger stake, we examine whether ownership by motivated investors is associated with the focal firm's ESG rating disagreement in China. Our results suggest that ownership by motivated investors can decrease the focal firm's ESG rating disagreement. That relationship is strengthened by a better internal or external information environment. What's more, ownership by motivated investors can increase the quality of ESG disclosure and the level of consensus ESG rating. ESG rating disagreement increases stock return volatility and price synchronicity, while motivated investors can mitigate those negative effects. Our results confirm that motivated investors have greater incentive and capability to discipline managers and influence corporate policies and actions even in an emerging market with weak investor protection and the popularity of exploration by ultimate controllers. That would shed valuable insights into the high-quality development of other emerging markets, especially those in south-east Asian.
  • 详情 Institutional Innovation of China's Wealth Market Regulation
    The development of the wealth management market is based on the needs of investors. The logic of market regulation should also be based on the interests of investors. On the basis of summarizing the regulatory experience of the global wealth management market, suggestions are put forward to improve the system of China's wealth management market . The fundamental driving force for the establishment of a regulatory legal system for the wealth management market comes from the needs of the development of the wealth management market. Moreover, the structure and process of this institutional construction are also closely related to the structure and development of market demand. China's current wealth management market has become a huge financial sector, and the deepening of the market and the diversification of participants all put forward requirements for the construction of a fair and scientific regulatory system. Wealth management business is different from traditional financial business in many aspects such as function, business standard and business model, and its basic legal relationship is also far from traditional business. The commonality of business in China's current wealth management market is in line with the basic elements of the legal relationship of trust. From the perspective of the realistic basis and the nature of the industry, it is appropriate to define the basic legal nature of wealth management business as a trust relationship. Due to factors such as information asymmetry and economic scale, financial investors are in a serious imbalance and imbalance when they trade with financial institutions. Therefore, the financial supervision system should grasp this core contradiction, give investors the status of consumer protection, and establish the concept of protecting wealth consumers. The regulation of wealth management operators should grasp the requirements of the basic trust relationship, take the basic principle of supervising the performance of trustee duties by financial management institutions, and implement a series of rules for trustees to be loyal and prudent in financial management. These rules should focus on risk prevention, and include establishment of access standards for wealth management business, supervision of independent development of wealth management business, supervision of full performance of prudent management duties by wealth management institutions, and guidance for healthy development of wealth management institutions. The experience in the supervision of developed wealth management markets such as the United States, the United Kingdom, Japan, and Singapore shows that the establishment of a legal system for the protection of wealth management consumers is an inevitable result of the development of the financial market, and it is necessary to set up special institutions and mechanisms to implement the concept of wealth management investor protection, and emphasize wealth management products. Providers' fiduciary obligations to investors, and functional supervision based on a unified system in the regulatory system can be used as a reference for China . China's wealth management market regulatory system include inconsistent rules, weak protection, biased guidance, and lack of independence. Due to the separate regulatory system, different game rules apply to homogeneous wealth management business operated by different types of financial institutions, resulting in rule conflicts and market injustice. However, the substantive rights of wealth management investors still exist in a vacuum that cannot be confirmed. At the same time, the status of consumers is far from being officially confirmed, and the consumer protection mechanism cannot truly achieve justice. As regulatory guidance still favors the concept and tools of supervising traditional businesses, wealth management institutions mainly expand extensively by selling products, and wealth management products also present serious "bond-like" characteristics. The "non-neutral " positioning of financial regulatory agencies has externalized into phenomena such as rule conflicts, "policy following suit" and "excessive maintenance of stability". Constructing and continuously improving China's wealth management market supervision system is: the purpose of supervision is to restore the effective operation of the market mechanism. The basic legal relationship in China's wealth management market should be recognized as a trust relationship. This is not only an essential requirement of the wealth management market, but also a practical need to integrate regulatory chaos. It is the trend of financial and economic development that the regulatory system positions the position of wealth management consumers. It should start with legislative policies, make key breakthroughs around consumers' substantive rights and protection mechanisms, and gradually improve investor protection mechanisms. The regulatory system should focus on supervising financial institutions to fulfill their fiduciary obligations, and establish sound access rules, business independence rules, prudent management rules, and strict market exit mechanisms. China's wealth management market supervision system should be based on unified legislation and gradually implement functional supervision in order to achieve effective management and harmonious development of the wealth management market.
  • 详情 Auditor Choice in Reverse Mergers: Evidence from China
    Using data from 123 reverse mergers (RMs) in China, this study investigates the determinants and economic consequences of auditor choice in RMs. We find that the choice of a new auditor instead of the incumbent auditor is not related to auditor competence but to the relative bargaining power of RM firms and publicly listed firms (shell firms), and that the probability of choosing new auditors is higher when RM firms have more bargaining power relative to shell firms. We also find that hiring new auditors in the RM is associated with a higher valuation of injected assets and higher pre-listing income-increasing discretionary accruals in RM firms. Furthermore, post-merger firms exhibit drops in accounting performance and firm value and are more likely to restate their financial reports within 3 years of listing when new auditors are appointed in RMs. Finally, the cross-sectional test shows that this effect mainly exists in the context of RMs where the newly appointed auditor is a non-Big 10 auditor and a non-specialist auditor. Overall, our results emphasize the role of RM firms and shell firms in auditor choice for RMs and highlight the implications of such a joint decision on investor protection.
  • 详情 Exploring China’s Dual-Class Equity Structure: Investor Protection Measures and Policy Implications
    Mainland China traditionally maintained the one-share-one-vote (OSOV) principle. Since 2019, however, Chinese authorities have introduced rules supporting the dual-class equity structure (DCES) for “innovative enterprises.” Due to concerns about investor-protection issues, China’s DCES currently operates as a “stringent permit system,” and as of the end of June 2023, only eight corporations have achieved listings with DCES adopted. This article provides a broad and profound policy analysis of the Chinese DCES system, including empirical analyses on the eight existing DCES cases. Also, this article explores the legal and economic aspects of investor-protection issues with respect to the China’s DCES. Regarding DCES rules in the context of investor protection, this article examines “three sets of investor safeguard measures”: (1) “three numerically speciffed rules” (this article calls the three rules the “10% equity rule,” the “10-time voting-right rule,” and the “2/3 voting-right rule”); (2) “sunset provisions” (such as event-driven sunset and time-based sunset); and (3) “rules converting special-voting shares (shares with higher voting rights) into shares with one vote” (such as conversion in mergers and a conversion in an amendment of the charter). Due to the concerns about the prevailing practice of tunneling in China, this article argues in favor of the “DCES with enhanced investor protection.” To foment founders’ entrepreneurship and allow more corporations with the DCES, however, this article recommends that the Chinese authorities gradually relax the implementation of the current DCES system of de facto stringent permit system. The future relaxation of the stringent permit system will also be beneffcial for China because, as a result of the escalated tension with the U.S., China has already lost a substantial portion of its reliable DCES-IPO markets in the U.S. Also, DCES-IPO markets in Hong Kong is still inactive. Thus, the establishment of viable DCES-IPO markets will soon be necessary in Mainland China.
  • 详情 Can credit ratings improve information quality in the stock market? Evidence from China
    Using a difference-in-differences (DID) approach, this research assesses the effect of a firm’s credit rating issued by domestic rating agencies on stock price crash risk (SPCR). The results show that SPCR for treated firms decreases by 11% after firm ratings, suggesting that they can aggravate information content at the firm level. The effect is consistently more evident when stock price synchronization is higher and is stronger in firms with low media coverage, in firms with low audit quality, in state-controlled firms, and in firms with low investor protection. In addition, during a bear market year, the quality of firm ratings is higher. Overall, our findings support that investors could gain more information via firm ratings issued by credit rating agencies. Through our research, policymakers and investors can pay more attention to firm ratings that help play the information intermediary role of credit rating agencies.
  • 详情 'Stone From Other Mountains Can Polish Jade': How Chinese Securities Law Could Learn Lessons From Us Experience To Enhance Investor Protection and Market Efficiency
    This article aims to provide an in-depth and comprehensive analysis of PRC Securities Law 2020 which overhauls China’s securities regulatory framework to construct more efficient and transparent capital markets with enhanced investor protection and market integrity. The law constrains regulators’ administrative powers in deciding the outcome of IPOs as well as streamline the securities offering procedure. This article pays attention to key reform initiatives proposed by PRC Securities Law 2020, such as the registration-based IPO system, the enhanced investor protection and compensation regime, the cross-border supervision, and the harsher punishments for securities frauds. It also discusses the latest enforcement cases relating to high-profile financial frauds like the Luckin Coffee scandal which resulted in Luckin Coffee being delisted from NASDAQ in 2020. The analysis in the article is accompanied by relevant US securities law in the same area to offer a comparative angle, which is of interest to practitioners, academics and policymakers in major financial centres.
  • 详情 Measuring the Unmeasurable: CSR Divergence and Future Stock Price Crash Risk
    This paper examines the effect of corporate social responsibility (CSR) on the future stock price crash risk using a sample of Chinese listed firms. We employ the divergence of CSR ratings for measuring the unmeasurable outcome uncertainty, and find that conditional on firms’ CSR performance, future stock price crash risk will arise with the CSR divergence. Further results show that the moderating effect is more pronounced for firms with weaker investor protection or higher agency costs. We conclude that firms with higher CSR divergence have more severe agency problem which is complementary to the literature where stakeholders’ theory dominates.
  • 详情 Does Investor Protection Affect Corporate Dividend Policy? Evidence from Asian Markets
    This study investigates the nexus between investor protection and dividend policy for 517 listed non-financial firms operating in Asian countries between the 2008- 2017 period. The dynamic panel data model (System-GMM) reveals that stronger investor protection is associated with higher dividend payouts, and firms increase dividends, specifically in response to the rise of the extent of disclosure and director liability and also ease of shareholder suits. Besides, the results highlight that firms pay out fewer dividends in cases of growth opportunity particularly in environments with stronger investor protection, more developed financial market, and common-law system. Results are robust when alternative specifications are implemented.
  • 详情 Do underwriters with foreign shareholders help protect bond investors? Evidence from bond covenants in China
    Using samples of corporate bonds issued by Chinese A-share firms from 2007 to 2019, we examine how the type of local bond underwriting firm, specifically, whether the local underwriter has foreign shareholders or does not have foreign shareholders, affects the number of bond covenants. Our findings suggest that local underwriters with foreign shareholders (UFS) add more covenants to their bonds to protect the interests of bondholders than local underwriters without foreign shareholders (UNFS). Thus, having UFS underwrite bonds in an emerging market generally helps investor protection. Our conclusion remains robust to alternative metrics of bond covenants and foreign shareholders, and after accounting for endogeneity. Additional analyses suggest that the effect of UFS on bond covenants is more salient when: 1) the issuer is opaque, has a dual board chair and CEO, or is a non-state owned firm, 2) the issuer is located in a poor legal environment, in a low marketization area, or a region with poor economic development, or 3) the foreign shareholder of the local underwriter has experience in its home market, is from a country with a better legal environment, or has ample experience in the Chinese underwriting business.