ARTICLE 1
TITLE
OWNERSHIP STRUCTURE, INVESTMENT, AND THE CORPORATE VALUE: AN EMPIRICAL ANALYSIS
TOPIC
Ownership, Control, and Compensation
THEORY USED BY ARTICLE RESEARCH
Morck et al (1988) and Mc Connell (1990) about non linear relation between ownership structure and corporate value.
- Exploring how ownership structure affects corporate value.
- Testing whether it is appropriate to treat ownership structure as exogenous.
Demsetz and Lehn (1985) about OLS (Ordinary Least Square) will generate inconsistent parameter estimates which can lead to misinterpretation of regression results and incorrect management decisions.
Morck et al.(1988) significant relation between insider ownership and corporate value. A similar non monotonic relation between insider ownership and investment, where investment is measured by both capital expenditures and research and development expenditures.
Theoretical predictions focusing whether ownership structure affects investment.
Jensen and Meckling (1976) and Stulz (1988) ownership structure affects corporate value.
Jensen and Meckling (1976) Find ownership structure affects corporate value by its affect on investment.
Morck et al.(1988) and Mc Connell (1990) and Servaes (1990) empirically explore the overall relation between ownership structure and corporate value using Tobin’s Q as a proxy for corporate value. Tobin’s Q may serve as a proxy for other things such as corporate quality or corporate opportunities.
Morck et al (1988) and Mc Connell (1990) treat ownership structure as exogenous in exploring the relation between ownership structure and corporate value.
Demsetz and Lehn (1985) ownership structure is endogenously determined in equilibrium.
Kole (1994) reversal of causality in ownership corporate value relation, suggesting that corporate value could be a determinant of the ownership structure rather than being determined by ownership structure.
HYPOTHESIS OF RESEARCH
- Hypothyze Ownership structure affects investment which, in turn, affects corporate value.
- The possibility that ownership structure, investment, and corporate value are endogenously determined rather than assuming that ownership structure is exogenous.
VARIABLE USED
- Insider ownership (INS1,INS2, INS3)
- Replacement cost of assets
- Tobin’s Q (1990, 1991)
- Capital expenditure
- R&D expenditure
- Cash flow
METHOD OF ANALYSIS
OLS regression analysis
- Fix this level, then search for the second ownership level that yields the most significant slope coefficient on the second and third insider ownership variables in the regression.
- Using an iterated search technique around the two initial point, seek to find the two levels of ownership that provide the most significant slope coefficients on the three insider ownership variables simultaneously.
Simulatneous equation regression analysis
to address the potential endogencity effect, a simultaneous equations system of ownership structure, investment, and corporate value using the two stage least squares (2SLS)
RESULT OF THE ANALYSIS RESEACRH
Investment regression result a significant non monotonic relation between the level of investment and insider ownership. The relation between insider ownership and investment is significant for ownership levels between 0% and 38%, but is insignificant for level above 38%.
Simultaneous equation regression analysis a higher level of insider ownership are expected at firm with high corporate value. A higher level of investment may lead to a greater corporate value which induces a higher level of insider ownership.
Simultaneous equation regression result a investment affects corporate value, affects ownership structure.
Robustness test a relation between corporate value and debt is negative for high growth firms and positive for low growth firms.
This paper shows that endogencity significantly affects the inferences one can draw regarding the relation among ownership structure, investment, and corporate value. OLS regression suggests that ownership structure affects investment and therefore corporate value. However. Simultaneous regression reveals that investment affects corporate value which, in turn, affects ownership structure, but not vice versa. The finding also brings into question the result in previous studies, such as Morck et al. (1988) that treat ownership structure as exogenous.This also offers an important managerial implication. In particular, the main finding that investment affects corporate value which, in turn, affects ownership structure, but not reverse suggests that ownership may not be an effective incentive mechanism to induce managers to make value maximizing investment decisions.
ARTICLE 2
TITLE
How Do Family Ownership, Control, and Management Affect Firm Value?
TOPIC
Ownership, Control, Management and Firm Value
THEORY USED BY ARTICLE RESEARCH
family firms are at least as common among public corporations around the world as are widely held and other nonfamily firms (Shleifer and Vishny, 1986; La Porta et al., 1999; Claessens et al., 2000; Faccio and Lang, 2002; Anderson and Reeb, 2003).
Holderness and Sheehan (1988) find that family firms have a lower Tobin’s q than nonfamily firms, while Anderson and Reeb (2003) find the opposite. In other economies, the evidence is scarce but also mixed (Morck et al., 2000; Claessens et al, 2002; Cronqvist and Nilsson, 2003; Bertrand et al., 2004).
Berle and Means (1932)
suggest that ownership concentration should have a positive effect on value because it alleviates
the conflict of interests between owners and managers
Demsetz (1983)
argues that ownership concentration is the endogenous outcome of profit-maximizing decisions by current and potential shareholders, so that as a result, it should have no effect on firm value.
Three recent studies focus more narrowly
on the effect of ownership in the hands of families and other large shareholders: Claessens et al. (2002), Anderson and Reeb (2003), and Cronqvist and Nilsson (2003)
Individual- and family-controlled firms are the foremost example of the corporation modeled by Shleifer and Vishny (1986), one with a large shareholder and a fringe of small shareholders. In such a corporation, the classic
owner-manager conflict described by Berle and Means (1932) or Jensen and Meckling (1976) (to which we shall refer as “Agency Problem I”) is mitigated due to the large shareholder’s greater incentives to monitor the manager. However, a second type of conflict appears (“Agency Problem II”): The large shareholder may use its controlling position in the firm to extract private benefits at the expense of the small shareholders.
Claessens et al. (2002) and Lins (2003) show that in East Asian economies, the excess of large shareholders’ voting rights over cash flow rights reduces the overall value of the firm, albeit not enough to offset the benefits of ownership concentration.
Cronqvist and Nilsson (2003) find that in Sweden it is cash flow ownership, not
excess voting rights, that has a negative impact on value.
Morck et al. (1988), Palia and Ravid (2002), Adams et al. (2003), and Fahlenbrach (2004) find that founder-CEO firms trade at a premium relative to other firms.
Smith and Amoako-Adu (1999) and Pérez-González (2001) find that the stock market reacts negatively to the appointment of family heirs as managers.
For firms with multiple classes of tradable shares, the procedure is the same for each class of stock and only requires adding the market value of all classes (Zingales, 1995, Nenova, 2003).
Palia and Ravid (2002), Adams et al. (2003), and Fahlenbrach (2004) find the founder-CEO premium to be robust to a variety of self-selection tests.
The Governance Index is the measure of corporate governance developed by Gompers,
Ishii, and Metrick (2003) based on the Investor Responsibility Research Center (IRRC) data.
Both dividends and debt can play a role in limiting minority shareholder expropriation by removing corporate wealth from family control (Jensen, 1986; Faccio, Lang, and Young, 2001).
The theoretical debate about the relative importance of each agency problem (see, e.g., Burkart et al., 2003).
HYPOTHESIS OF RESEARCH
Family Ownership, Control, and Management Affect Firm Value
VARIABLE USED
1 Family firm
Firm whose founder or a member of the family by either blood or marriage is an officer, a
director, or the owner of at least 5% of the firm’s equity, individually or as a group. Table 10
considers alternative definitions. Source: Proxies.
2 Founder
Individual responsible for the firm’s early growth and development. Founders have to be
identified as such in at least two public data sources and have no other source mention a
different person as the founder. Sources: Proxies and other SEC documents, Hoover’s,
corporate websites, and web searches about company histories and family relationships.
3 Firm age
Number of years since the founding of the firm or the oldest of its predecessor companies.
Sources: Same as for founder.
4 Family ownership stake
Ratio of the number of shares of all classes held by the family to total shares outstanding. The
numerator includes all shares held by family representatives (e.g., cotrustees, and familydesignated
directors). It includes all shares over which any family member has shared
investment or voting power with a family member (which are only counted once), but none of
the shares over which the investment or voting power is shared with a nonmember of the
family. Source: Proxies.
5 Controlenhancing mechanisms
Voting or control structures that enable the family’s voting rights to exceed its cash flow
rights. These structures include: multiple share classes, pyramids, cross-holdings, and voting
agreements. Multiple share classes are voting structures where the firm has issued two or more
classes of stock with differential voting rights. Pyramids are control structures where the
family holds shares in the firm through one or more intermediate entities such as trusts, funds,
foundations, limited partnerships, holdings or any other form of corporation of which the
family owns less than 100%. Cross-holdings are control structures where the firm owns shares
in a corporation that belongs to the family’s chain of control in the firm. Voting agreements are
pacts among shareholders that result in the family’s holding voting power over a larger number
of shares than what it owns with investment power. Source: Proxies.
6 Family voteholdings in excess of shares owned
Difference between the percentage of all votes outstanding held by the family and the
percentage of all shares outstanding owned by the family. The family’s holdings include all
shares and votes held by family representatives (see [4]). The number of votes held by each
family member/representative is the product of the number of shares with voting power of each
class, times the number of votes per share of that class. Source: Proxies.
7 Governance index
Number of governance provisions in the firm’s charter, bylaws, or SEC filings that reduce
shareholder rights (Gompers-Ishii-Metrick (2003) measure). Source: IRRC.
8 Nonfamily blockholder ownership
Ratio of the number of shares (of all classes) held by all nonfamily blockholders to the total
shares outstanding. Blockholders are individuals or institutions listed in the proxy as beneficial
owners of at least 5% of the firm. Source: Proxies.
9 Nonfamily outside directors
Number of nonfamily outside directors (i.e., directors that are not managers as well, either
active or retired), divided by the total number of directors on the Board. Source: Proxies.
10 Tobin’s q
Ratio of the firm’s market value to total assets. For firms with nontradable share classes, the
nontradable shares are valued at the same price as the publicly traded shares. Sources:
Compustat and Proxies.
11 Industryadjusted q
Difference between the firm’s Tobin’s q and the asset-weighted average of the imputed qs of
its segments, where a segment’s imputed q is the industry average q. Industry averages are
computed at the most precise SIC level for which there is a minimum of five single-segment
firms in the industry-year. Sources: Compustat and Proxies.
12 ROA
Ratio of operating income after depreciation to total assets. Source: Compustat.
13 Market risk (beta)
Estimate from market model in which the firm’s monthly returns over the past five years are
regressed on the S&P 500 monthly returns. Source: CRSP.
14 Idiosyncratic risk
Standard error of estimate from market model in which the firm’s monthly returns over the
past five years are regressed on the S&P 500 monthly returns. Source: CRSP.
15 Diversification
Equals one if the firm has two or more segments in Compustat, zero otherwise.
METHOD OF ANALYSIS
The results are generally robust to the use of alternative specifications and econometric techniques, including multivariate OLS regressions of q and industry-adjusted q on continuous and categorical measures of family ownership and control, fixed and random-effects panel data models, and treatment effect models to control for endogeneity.
RESULT OF THE ANALYSIS RESEACRH
Although family firms play a vital role in the world economy, this sector has received relatively little attention, partly because of the difficulty of obtaining reliable data on these firms. Using this data, we examine the impact of family ownership, control, and management on firm value. Our results highlight the differential contribution to value of each of these elements, individually and in combination with one another. The overall conclusion is that whether family firms are on average more or less valuable than non family firms depends on how these three elements enter the definition of a family firm.
We find that family ownership creates value only when it is combined with certain forms of family control and management. Family control in excess of ownership is often manifested in the form of multiple share classes, pyramids, cross-holdings, or voting agreements. These mechanisms reduce shareholder value, with the reduction in value being proportional to the excess of voting over cash-flow rights. Family management adds value when the founder serves as the CEO of the family firm or as its Chairman with a nonfamily CEO, but destroys value when descendants serve as Chairman or CEO. The interaction between family control and management also generates significant value differences across firms.
Moreover, as Jensen and Meckling (1976) note, agency problems may not impose agency costs on minority shareholders if they were already capitalized into their purchase prices. In descendant-CEO firms, control-enhancing mechanisms have a mildly positive impact on value. This positive impact suggests that the mechanisms play a different role in these firms or at least send a weaker signal to the market: If control-enhancing mechanisms are put in place by descendants, it may be perceived as a defensive move on their part to counter the dilution of their ownership stake that comes with firm or family growth. Nevertheless, nonfamily shareholders in descendant-CEO firms are worse off than they would have been in a nonfamily firm.
Finally, we note that our estimates of the relative importance of family firms are likely be conservative because the firms in our sample are among the largest in the world, are listed on an exchange in a country with a high degree of shareholder protection, are frequent investment targets for index funds, and are generally old and thus more difficult to maintain under family control.
Posted in finance