Controlling shareholder

  • 详情 Non-Controlling Shareholders' Network and Excess Goodwill: Evidence from Listed Companies in China
    Using Chinese publicly listed firms from 2007 to 2020, this study empirically explores the impact of non-controlling shareholders’ network on the corporate excess goodwill. We find that the centrality of non-controlling shareholders’ network significantly decreases the excess goodwill from mergers and acquisitions, indicating that non-controlling shareholders’ network can restrain the goodwill bubbles. Moreover, the inhibitory effect of non-controlling shareholders’ network on excess goodwill stems from pressure-resistant institutional investors and individual investors. This effect is achieved through the information effect, resource effect, and governance effect. Furthermore, this inhibitory effect is more pronounced in firms located in less developed regions and legal environments, and firms with lower audit quality. In conclusion, non-controlling shareholders’ network plays a positive role in the restriction of excess goodwill in listed companies.
  • 详情 Demystifying China's Hostile Takeover Scene: Paradoxically Limited Role of Corporate Governance
    When examining corporate governance in China, it is crucial to recognize the unique socioeconomicstructures and legal systems at play. The mechanisms of corporate governance theorized in the West might not necessarily have the same impact in China. In particular, given China’s distinct feature of the domestic economy and its socio-political structure, the results of introducing a hostile takeover system might not align with common anticipations that scholars and policymakers in China and elsewhere broadly share. In greater detail, this paper highlights the significant market imperfections in the Chinese economy, stemming from information asymmetry, imperfect product markets, and capital-market inefficiency. These market imperfections suggest that an active hostile takeover regime might not function effectively in China, as its disciplinary mechanism operates successfully in other advanced countries. Additionally, this paper underscores that due to China’s distinctive features—including its state-owned corporate landscape, the dominance of controlling shareholders in private corporations’ ownership structures, and its unique brand of socialism—the introduction of an active takeover regime could produce unintended consequences in the Chinese economy. Overall, challenging the prevailing perspective, I posit that within the Chinese hostile takeover framework, corporate governance is not as influential as one might assume.
  • 详情 Do Preemptive Rights Effectively Protect Minority Shareholders? Evidence from Chinese Listed Firms
    This paper examines the effectiveness of preemptive rights in protecting minority shareholders, drawing on new issuances by Chinese listed firms spanning from 2006 to 2022. The evidence reveals that, on average, only 62% of shareholders exercise their preemptive rights despite an 18% issuance discount, resulting in wealth losses of 6% of issuance amount for non-participating shareholders. More importantly, minority shareholders suffer greater wealth losses because they lack sophistication and face extra constraints in exercising their rights compared to controlling shareholders. These findings call for additional policy safeguards, such as rights transferability and controlling shareholders’ pre-commitment, to enhance minority shareholder protection.
  • 详情 Non-Controlling Shareholders’ Network and Excess Goodwill: Evidence from Listed Companies in China
    This study investigates the impact of non-controlling shareholders' network on corporate excess goodwill using Chinese publicly listed companies from 2007 to 2020. We find that a stronger centrality of non-controlling shareholders' network leads to a significant decrease in excess goodwill resulting from mergers and acquisitions. This implies that the non-controlling shareholders’ network has a significant inhibitory effect on the occurrence of goodwill bubbles. Mechanism analysis finds that non-controlling shareholders' network can inhibit excess goodwill thorough information effect, resource effect, and governance effect. Furthermore, this inhibitory effect is attributed to pressure-resistant institutional investors and individual investors, and is more pronounced in firms located in less developed intermediary market and legal system environment, as well as firms with lower audit quality. In summary, the non-controlling shareholders' network plays a positive role in curbing excess goodwill in listed companies.
  • 详情 Controlling Shareholder Equity Pledge and Pricing of New Issue of Debt Financing Instruments
    This paper examines the relationship between controlling shareholder equity pledges and their pricing using data on new debt financing instruments issued by Chinese A-share listed companies from 2010-2021. The findings suggest that controlling shareholder equity pledges lead to higher credit spreads on new debt financing instruments issued. Further findings suggest that this significant relationship only exists in groups where listed companies are on the eastern seaboard, where there is a higher risk of the share price collapse, and where management is more competent. It was also found that this relationship was not heterogeneous in the quality of the firm's information environment group and was only significant in the low hollowing out-group, thus ruling the hollowing out hypothesis and the information hypothesis and validating the uniqueness of the control transfer risk hypothesis in this paper.
  • 详情 Informed Trading by Mutual Funds after Private Placement: Evidence from China
    We examine the information content of changes in shareholdings after private issuance of public equity (PIPE) by mutual funds that participate in PIPEs in China. The results show that the changes in shareholdings is positively related to alpha and cumulative abnormal return (CAR) for PIPE issuers with high information asymmetry, suggesting that the participating mutual funds have superior information. These results are robust after controlling for investment skill, geographic location, and alumni relation. The positive relation between shareholding change and information content is driven by PIPE issuers with weaker corporate governance. In addition, the positive relation is stronger when the placement discount is lower. These results are consistent with a hypothesis that controlling shareholders/management in Chinese PIPE firms may collude with mutual funds to do tunneling.
  • 详情 Controlling Shareholder Stock Pledge, Aggravated Expropriation and Corporate Acquisitions
    We examine the effects of controlling shareholder stock pledge on corporate acquisition decisions and associated performance. Consistent with our aggravated expropriation hypothesis, we find that pledging firms in China initiate more takeovers, but these acquisitions conducted by pledging firms experience lower announcement returns. We adopt the difference in differences and the instrumental variable approaches to establish causality. Channel tests further reveal that pledging acquirers overpay for the deals and are more likely to be involved in related party transactions. Cross-sectionally, we find that the relations between the share pledge and corporate acquisitiveness and returns are more pronounced for non-SOEs and firms with high-level excess cash. Lastly, we document that pledging acquirers underperform in the long-run in terms of lower ROAs and a greater likelihood of goodwill impairment. Overall, our findings indicate that controlling shareholders increasingly expropriate minority shareholders through self-serving corporate takeovers after the stock pledge.
  • 详情 Controlling Shareholder Stock Pledge, Aggravated Expropriation and Corporate Acquisitions
    We examine the effects of controlling shareholder stock pledge on corporate acquisition decisions and associated performance. Consistent with our aggravated expropriation hypothesis, we find that pledging firms in China initiate more takeovers, but these acquisitions conducted by pledging firms experience lower announcement returns. We adopt the difference in differences and the instrumental variable approaches to establish causality. Channel tests further reveal that pledging acquirers overpay for the deals and are more likely to be involved in related party transactions. Cross-sectionally, we find that the relations between the share pledge and corporate acquisitiveness and returns are more pronounced for non-SOEs and firms with high-level excess cash. Lastly, we document that pledging acquirers underperform in the long-run in terms of lower ROAs and a greater likelihood of goodwill impairment. Overall, our findings indicate that controlling shareholders increasingly expropriate minority shareholders through self-serving corporate takeovers after the stock pledge.
  • 详情 Government Guarantee, Informatio n Acquisition and Credit Rating Informativeness: Theory and Evidence from China
    We examine the influence of implicit government guarantees on the information content of credit ratings in China, guided by a theoretical credit rating game model in the presence of government guarantees. Using issuers’ controlling shareholder identity as the defining metric of implicit government guarantees, we document a less sensitive relationship between credit ratings and primary market offer yields for SOE bonds (i.e., bonds issued by firms controlled by government or government related agencies) than that for non SOE bonds. Moreover, ratings of non SOE bonds have a stronger predictive power on both future downgrades and a market based measure of issuer expected default probability than those of SOE bonds. These findings are robust to considering the u nobserved influence of the controlling shareholder identity on security pricing and bond default risk. Taken together, our empirical findings are consistent with the model’s prediction that government guarantees can dampen the incentives for credit rating agencies to acquire costly information, thus lowering the equilibrium informativeness of ratings for SOE bonds.
  • 详情 Are Employee Bonuses an Infringement of Shareholder’s Interests? --- The Corporate Governance Point of View
    The deviation of control right and cash flow right is a common problem of corporate governance in East Asian companies.With Taiwan's listed companies as samples, this paper discusses whether the degree of deviation of control right and cash flow right will affect the company’s earnings distribution policy. The results reveal that, regardless of using stock right or the number of directors to measure the control right, companies of higher degree of deviation of control right and cash flow right have higher proportions of employee bonuses against the shareholder dividends, In this case, the company is more biased in the care of the employees at the expense of the minority shareholders. The company is especially likely to exploit the minority shareholders by controlling the board of directors and paying cash dividends to employees. As investors believe that the controlling shareholders of companies with high degree deviation of control right and cash flow right, and high proportion of employee bonuses are intended to exploit the minority shareholders, such companies have significantly lower declared earnings distribution remuneration compared with companies with low degree of deviation and low employee bonuses.