Advances in Financial Economics: Volume 15

Purpose – We examine how the ownership and corporate governance of special purpose acquisition companies (SPACs) influence their short- and long-run performance.

Design/methodology/approach – By splitting our sample at the median value of different governance characteristics, we test for differences in short- and long-run performance between the low and high governance groups.

Findings – We find weak evidence of a positive influence of board independence on performance, but no indication that either managerial or institutional ownership is associated with performance.

Research limitations/implications – The study provides further evidence on the open question of how governance characteristics affect firm performance.

Originality/value – We describe the unique conflicts that exist within a SPAC, and the recent evolution of their organizational structure in response to these conflicts.

Purpose – The question of whether the corporate governance practices of firms in diverse countries are converging to those of U.S. firms, and the extent of convergence or divergence, is examined.

Design/methodology/approach – Company level governance measures of board structure and organization, firm audit attributes, antitakeover defenses, and compensation design attributes of international firms are compared with those of U.S. firms.

Findings – We find that the evidence for convergence is more mixed than previously believed, with firms in some nations converging, others essentially static, and a number diverging from U.S. practices. We further determine that country factors such as measures of national economic freedom, increased shareholder rights, and impartial judiciaries help to explain convergence. Greater participation by banks in the national economy is associated with greater divergence from U.S. governance standards. Firm characteristics which are suggestive of a future need for external equity encourage convergence while those which capture the use of leverage or the ability to service additional debt are correlated with greater divergence.

Research limitations/implications – This study suggests that inquiry into whether convergence is occurring might be the wrong question to ask. Rather, our findings suggest that the research focus should be shifted toward an inquiry of what specific areas of governance are converging and in what countries or regions.

Originality/value – This study helps to describe what constitutes effective corporate governance design for firms worldwide. It provides managers with insights on how governance mechanisms can be tailored to reflect local practices and laws.

Purpose – To seek firm-specific determinants of private benefits (PBs) in a concentrated ownership economy and compare the evidence with Barclay and Holderness (1989) findings on disperse ownership firms.

Design/methodology/approach – We estimate the PBs of control implicit in 54 large block transactions in Israel, via an elaborated Barclay and Holderness (1989) methodology, and then examine possible determinants of PBs using multivariate regressions.

Findings – Cross-sectional regressions indicate that PBs, as a proportion of firm's market value, decrease with firm's size, leverage, and profitability and increase when an individual or family controls the firm.

Research limitations/implications – Our results reinforce and are even stronger and more significant than Barclay and Holderness (1989) U.S. evidence, possibly because the magnitude of PBs in concentrated ownership economies is much higher than in disperse ownership economies. The main limitation is our reliance on one country (Israel) data only.

Originality/value – We extend Barclay and Holderness (1989) study to a concentrated ownership economy, and document clearer and more significant results on the determinants of the PBs of control.

Purpose – This research studies how the discipline of option-like personal equity portfolio and the market discipline of debt jointly affect executive compensation design.

Design/methodology/approach – A theoretical model is proposed based on the moral hazard problem of Holmstrom and Milgrom (1987) by integrating firm financial leverage, executive equity holding, and profit-sharing rule. Subsequently, a panel data set of executive compensation is analyzed to provide empirical evidence.

Findings – The discipline of option reduces the need of performance-based compensation. The discipline of debt reduces the use of incentive pay for lowly leveraged firms, but increases the use of incentive pay for highly leveraged firms. These two disciplines can be either complements or substitutes on affecting optimal contracts depending on firm leverage.

Research limitations/implications – The present study provides a starting point for further study of optimal compensation that is not only the conventional one of mainly aligning managerial interests with that of shareholders but also the one of reinforcing the joint discipline of debt and option.

Originality/value – This new perspective produces several results characterizing firms that the discipline of debt and the discipline of option can be either complements or substitutes on affecting incentive compensation design.

Purpose – The relation between research and development (R&D) expenditures and bondholder wealth is examined.

Methodology/approach – A sample of firms that increase R&D expenditures is partitioned into two subsamples: firms with high default risk versus firms with low default risk. For each subsample, we examine the effect of R&D increases on bond returns and default risks.

Findings – For firms with high default risk, R&D increases have a negative impact on bond returns and default risk. Further, there is a wealth transfer from bondholders to stockholders surrounding R&D increases. Neither of these results is found for firms with low default risk.

Research limitations/implications – The present study highlights the importance of assessing firm's existing default risk to understand the effects that R&D expenditures have on bondholders.

Social implications – The study reveals a potential social welfare and economic cost, as it reveals that stockholders may be able to gain wealth at the expense of bondholders.

Originality/value – The study provides important insights to bondholders on how firms’ investment policies, such as R&D expenditures, may affect their wealth.

Purpose – This study examines both the short- and long-term share price reaction to announcements of financial restatements cited in the U.S. General Accounting Office (2006) database.

Methodology – It uses the augmented four-factor Fama-French model for assessing share price reaction.

Findings – The study finds that the average cumulative abnormal return (CAR) for a sample of 553 restatements (by 437 companies) is significantly negative (−1.58) for the three-day window surrounding the day of announcement. The average CAR for the one-year period prior to the announcement (−9.6%) and for each of the four years after the announcement is negative as well, with the average CAR for the four years adding up to −22%. The study also documents differences in CARs based on the entity prompting the restatement (company, auditor, and Securities and Exchange Commission), the reason behind the restatement (revenue, cost, reclassification of item, etc.), and for one-time versus repeat offenders.

Social implications – Taken together, the findings indicate that financial restatements impose significant short-term as well as long-term costs on shareholders.

Originality/Value – The evidence about long-term share price reaction to financial restatements is missing in prior research. The relationship between long-term and short-term share price reaction to financial restatements fails to suggest systematic over/underreaction by the market.

Purpose – In the recent financial crisis, the risk-taking behavior of banks led to severe financial and economic instability. Many reasons have been attributed to the cause of the financial crisis. This paper attempts to investigate the effect of government ownership, market structure, and regulations on risk-taking behavior in a sample of banks listed on the stock exchanges of the six Gulf Cooperative Council (GCC) markets during the period from 1998 until 2010.

Methodology – The paper utilizes the fixed effect regression model to measure the impact of government ownership indicator, and market structure on risk while controlling for bank-specific characteristics and macroeconomic indicators in the GCC region.

Findings – We find consistent evidence that private-owned banks are more risky than government-owned banks. The results also show a positive and significant relationship between market concentration and risk. Islamic banks show more stability than conventional banks, while government regulations are insignificantly related to risk.

Originality and value – This research is essential to understand the probability of government ownership entities facing losses associated with distress due to both direct and indirect insurance guarantees provided by the government agencies in case of crisis. The results of the study are crucial for understanding the implications of bank ownership and market structure and its relation to risk for the stability of the financial system in the GCC market.

Purpose – This study explores the probability of expropriation of minority shareholders by controlling shareholders in the form of CEO compensation under an imperfect governance institution by using a novel Chinese dataset over 2001–2010.

Design/methodology/approach – We use a direct method to gauge controlling shareholders’ tunneling and expropriation of minority shareholders, and we present a simple model to link corporate governance and the degree of entrenchment by the largest shareholder. We use both Logit and Probit models to predict the likelihood of tunneling and use two-stage least square (2SLS) regression to address the endogeneity issues.

Findings – There are significant deterioration effects between controlling shareholder's tunneling and firm performance. Firms with more tunneling activities typically have larger controlling ownership, greater evidence of state control, less balance of power among large shareholders, and weaker board characteristics.

Research limitations/implications – The positive relationship between controlling shareholders’ tunneling and executive compensation implies that the controlling shareholder might divert personal benefits from the public firms at the expense of minority shareholders.

Originality/value – We focus on the effects of corporate governance restructuring on executive compensation and controlling shareholders’ tunneling in the Chinese context, and we also investigate whether these effects are stronger with the involvement of state ownership. We empirically address the issues between executive compensation and expropriation of minority shareholders.