Showing papers on "Agency cost published in 2001"

Agency Relationships in Family Firms: Theory and Evidence

Abstract: Does owner management necessarily eliminate the agency costs of ownership? Drawing on agency literature and on the economic theory of the household, we argue that private ownership and owner management expose privately held, owner-managed firms to agency threats ignored by Jensen's and Meckling's (1976) agency model. Private ownership and owner management not only reduce the effectiveness of external control mechanisms, they also expose firms to a "self-control" problem created by incentives that cause owners to take actions which "harm themselves as well as those around them" (Jensen 1994, p. 43). Thus, shareholders have incentive to invest resources in curbing both managerialand owner opportunism. We extend this thesis to the domain of the family firm. After developing hypotheses which describe how family dynamics and, specifically, altruism, exacerbate agency problems experienced by these privately held, owner-managed firms, we use data obtained from a large-scale survey of family businesses to field test our hypotheses and find evidence which suggests support for our proposed theory. Finally, we discuss the implications of our theory for research on family and other types of privately held, owner-managed firms.

Controlling shareholders and corporate value: Evidence from Thailand

Abstract: This study investigates the effects of controlling shareholders on corporate performance. The empirical results, based on a unique database of Thai firms, do not support the hypothesis that controlling shareholders expropriate corporate assets. In fact, the presence of controlling shareholders is associated with higher performance, when measured by accounting measures such as the ROA and the sales–asset ratio. Since most of the firms do not implement control mechanisms to separate voting and cash flow rights, the controlling shareholders might be self-constrained not to extract private benefits. Otherwise, they would internalize higher costs of expropriation from holding high stakes. The controlling shareholders’ involvement in the management, however, has a negative effect on the performance. The negative effect is more pronounced when the controlling shareholderand-manager’s ownership is at the 25–50%. The evidence also reveals that family-controlled firms display significantly higher performance. Foreign controlled firms as well as firms with more than one controlling shareholder also have higher ROA, relative to firms with no controlling shareholder. q 2001 Elsevier Science B.V. All rights reserved.

Behind Intermediary Performance in Export Trade: Transactions, Agents, and Resources

Abstract: Integrating transaction cost, agency, and resource-based theories, this study extends the work of Peng and Ilinitch (1998) by undertaking the first empirical efforts to explore the determinants of export intermediary performance. We suggest that given the transaction cost constraints and principal-agent conflicts, export intermediaries' performance depends on their possession of valuable, unique, and hard-to-imitate resources which help minimize their clients' transaction and agency costs. Survey results from 166 firms largely support our hypotheses.

Controlling Shareholders and Corporate Value: Evidence from Thailand

Abstract: This study investigates the effects of controlling shareholders on corporate performance. The empirical results, based on a unique database of Thai firms, do not support the hypothesis that controlling shareholders expropriate corporate assets. In fact, the presence of controlling shareholders is associated with higher performance, when measured by accounting measures such as the ROA and the sales-asset ratio. Since most of the firms do not implement control mechanisms to separate voting and cash flow rights, the controlling shareholders might be self-constrained not to extract private benefits. Otherwise, they would internalize higher costs of expropriation from holding high stakes. The controlling shareholders' involvement in the management, however, has a negative effect on the performance. The negative effect is more pronounced when the controlling shareholder-and-manager's ownership is at the 25-50 percent. The evidence also reveals that family controlled firms display significantly higher performance. Foreign controlled firms as well as firms with more than one controlling shareholder also have higher ROA, relative to firms with no controlling shareholder.

Do IPO Charters Maximize Firm Value? Antitakeover Protection in IPOs

Abstract: This article focuses on the widely held views that antitakeover charter and bylaw provisions (ATPs) increase agency costs, thereby reducing firm value, but that firms going public minimize agency costs, thereby maximizing firm value. We show that these views cannot comfortably coexist: ATPs are common in a sample of IPO-stage charters and are no less common when the firm is backed by venture capitalists or leveraged buyout funds. Moreover, ATP use is not explained by two efficiency explanations of ATP use with theoretical support--target firms' need for bargaining power when a bid is made and the threat of managerial myopia. Rather, we find evidence that antitakeover protection is used to protect management when takeovers are most likely and management performance most transparent. We find no evidence, however, that ATPs are explained by managers' desire to protect unusually high private benefits. Copyright 2001 by Oxford University Press.

Agency costs and audit quality: evidence from France

Abstract: This paper examines the influence of agency conflicts on the demand for audit quality by French listed companies. The French environment is characterized by constraining regulations on independence and informational duties of statutory auditors, a weak contribution of financial markets in corporate financing as compared to Common Law countries, and correlatively a higher ownership concentration. Two agency costs hypotheses are tested: ownership diffusion as a proxy for shareholders managers conflicts, and leverage in high-Investment-Opportunity-Set companies, supposing an increased expropriation risk for debtholders. Audit quality is proxied with a triple distinction of auditors: Big Six, national Majors and Local audit firms. Empirical results do not support the ownership hypothesis and corroborate the debt-IOS one. This suggests that: (1) the Anglo-American principal-agent model has little explanatory power in the concentrated ownership framework of French corporate governance; (2) audit quality appears...

Ownership Structure as Corporate Governance Mechanism: Evidence from Chinese Listed Companies

Abstract: This paper examines the cross-sectional relation between ownership structure and corporate performance of a sample of 434 manufacturing firms listed on the Chinese stock exchange. Following the agency theory and taking other influential factors into account, such as firm size, leverage ratio, variance of sales, growth of sale and firm age, the results suggest that there is a strong relation between ownership concentration and corporate performance, measured by Tobin's Q. A further classification of owners reveals that while shares held by state play a negative role in corporate governance, domestic institutional and managerial shareholdings improve the firms' performance.

Corporate Law's Limits

Abstract: A strong theory has emerged that the quality of corporate law primarily determines whether ownership and control separate, particularly to the extent law stymies controllers' self-dealing transactions that damage minority stockholders. But in several rich nations, shareholders seem satisfactorily protected, but separation is narrow. Something else has impeded separation. Separation should be narrow if shareholders face very high managerial agency costs if ownership diffused. But these agency costs are not corporate law's focus. Judicial doctrine attacks self-dealing, not business decisions that are bad for stockholders. Indeed, the business judgment rule puts beyond direct legal inquiry most key agency costs - such as over-expansion, over-investment, and reluctance to take on profitable but uncomfortable risks. Thus, even if a nation's core corporate law is 'perfect,' it directly eliminates self-dealing, not most managerial mistake or most misalignment with shareholders. If the risk of managerial misalignment varies widely from nation-to-nation, or from firm-to-firm, ownership structure should also vary widely, even if conventional corporate law tightly protected shareholders everywhere from insider machinations. I show why this variation in managerial alignment is likely to have been deep.

Agency costs, asset specificity, and the capital structure of the firm

Abstract: We develop a dynamic model that incorporates the insights of both the agency cost and asset specificity literature about corporate finance. In general, we find that neither can be ignored, and that the optimal capital structure minimizes agency cost and asset specificity considerations. A key finding is that the conditions most favorable for reducing transaction costs due to asset specificity are the same as those for reducing the agency costs of debt. Empirically, we find that agency costs and asset specificity are significant determinants of a firm’s capital structure in the transportation equipment and the printing and publishing industries.

Geographic Diversification and Agency Costs of Debt of Multinational Firms

Abstract: This paper examines the agency conflicts between shareholders and bondholders of multinational and non-multinational firms and provides an explanation for the puzzle that multinational firms use less long-term debt but more short-term debt than domestic firms. Using a sample of 6,951 firm-year observations for multinational and domestic firms over the 1988-1994 period, we find that alternative measures of agency costs have statistically significant negative effects on firm long-term leverage. The results, however, also show that the negative effects of agency costs of debt on long-term leverage are significantly greater for multinational than non-multinational firms. It is documented that the effect of the agency costs of debt on leverage are increased by the firm's degree of foreign involvement. The evidence shows that firm's increasing foreign involvement exacerbates agency costs of debt leading to lower (greater) use of long-term (short-term) debt financing. This result is also confirmed using alternative measures of foreign involvement. The evidence is consistent with the view that multinational corporations are susceptible to higher agency costs of debt than domestic corporations because geographic diversity renders active monitoring more difficult and expensive in comparison to domestic firms. The results fail to support the view that MNCs' lower long-term debt ratios are due to the advantages of the internal capital markets.

Why Agency Costs Explain Diversification Discounts

Abstract: Agency Costs of Controlling Minority Shareholders (coauthored with Henrik Cronqvist) estimates the agency costs of controlling minority shareholders (CMSs) using a panel of Swedish listed firms. CMSs are owners who have a control stake of the firm’s votes while owning only a minority fraction of the firm’s equity. The study documents that families in control are almost exclusively CMSs through an extensive use of dual-class shares. The results show that increased ownership of votes by a controlling owner is associated with an economically and statistically significant decrease in firm value, but that the decrease in firm value is significantly larger for firms with family CMSs than for firms with financial institutions or corporations in control. This indicates that the agency costs of family CMSs are larger than the agency costs of other controlling owners.Family Ownership, Control Considerations, and Corporate Financing Decisions: An Empirical Analysis analyzes the relation between concentrated family control and firms’ choice of capital structure for a panel of Swedish listed firms. The results suggest that the capital structure choices made by firms with families in control are influenced by the controlling families’ desire to protect their control, and that the resulting capital structures are likely to increase the agency costs of family control. The Choice between Rights Offerings and Private Equity Placements (coauthored with Henrik Cronqvist) analyzes the determinants of the choice between rights offerings and private equity placements using a sample of rights offerings and private placements made by listed Swedish firms. The results indicate that control considerations explain why firms make uninsured rights offerings. The evidence also suggest that private placements, and to some extent underwritten rights offerings, are made by potentially undervalued firms in order to overcome underinvestment problems resulting from asymmetric information about firm value. Furthermore, private placements are frequently made in conjunction with the establishment of a product market relationship between purchaser and seller, which is consistent with equity ownership reducing contracting costs in new product market relationships. Why Agency Costs Explain Diversification Discounts (coauthored with Henrik Cronqvist and Peter Hogfeldt) studies diversification within the real estate industry, in which firms can diversify over property types and geographical regions. Similar to previous studies, this essay documents the existence of a diversification discount. However, the major cause of the diversification discount is not diversification per se but anticipated costs due to rent dissipation in future diversifying acquisitions. Firms expected to pursue non-focusing strategies do indeed diversify more, are valued ex ante at a 20% discount over firms anticipated to follow a focusing strategy, and are predominantly family controlled. The ex ante diversification discount is, therefore, a measure of agency costs. The Difference in Acquirer Returns between Takeovers of Public Targets and Takeovers of Private Targets shows, for a sample of Swedish takeovers, that the average acquirer abnormal return is positive and significant when the target firm is privately held but insignificant when the target firm is listed on a stock exchange. These results are robust when controlling for sample selection problems and other variables capable of explaining acquirer returns. The evidence is consistent with greater acquirer bargaining power and resolution of information asymmetries in takeovers of private targets.

What Economists Have Taught Us About Venture Capital Contracting

Abstract: This paper synthesizes recent theoretical and empirical research on the terms of venture capital financings of portfolio companies and limited partnership agreements with investors. The objective is to better understand the ways in which these contracts respond to the conditions of extreme information asymmetry and agency cost among venture capitalists, venture capital investors, and the management of VC-funded firms.

Corporate Governance in Italy After the 1998 Reform: What Role for Institutional Investors?

Abstract: In February 1998 the Italian Government passed an Act reforming the law on financial services, stock exchanges and listed companies. With regard to listed companies, the reform was intended to strengthen minority shareholders' rights. The idea behind the new rules on corporate governance was that active institutional investors would make use, if necessary, of these rights in their monitoring of listed companies. A reduction of the agency costs stemming from the separation between ownership and control in listed companies would follow, with beneficial effects for shareholders' wealth and for the Italian economy as a whole. This paper tries to answer two questions: first, whether the changes in the law resulting from the 1998 reform encourage institutional investor activism in Italy; and second, whether, legal rules aside, it is reasonable to expect significant institutional investor activism in Italy. We provide, then, both an empirical analysis of the factors affecting institutional investor activism in Italy and a legal analysis of the most relevant changes in the Italian mutual funds and corporate laws, following the 1998 reform. The former analysis shows that institutional shareholdings and investment strategies are compatible with the hypothesis that institutional investors can play a significant role in the corporate governance of Italian listed companies. However, a curb to their playing such an active role may derive from the predominance of mutual fund managers belonging to banking groups (giving rise to conflicts of interest) and from the prevailing ownership structure of listed companies, which are still dominated by controlling shareholders holding stakes higher than, or close to, the majority of the capital (implying a weaker bargaining power of institutions vis-a-vis controllers). The analysis of the legal changes prompted by the 1998 financial markets and corporate law reform indicates that the legal environment is now definitely more favorable to institutional investor activism than before. However, the Italian legal environment proves still to be little favorable to institutional investor activism, when compared to that of the U.S. or the U.K.

The Equity Ownership Structure of Thai Firms

Abstract: This paper examines the ownership structure of listed Thai firms. The data sample is based on 1996. As expected, the ownership structure is extremely concentrated. In 82.59 percent of the firms in the sample, the largest shareholders own at least 25 percent of the shares. According to Thai corporate law, a shareholder with this level of shareholding, is a firm's controlling shareholder. The controlling shareholders are mainly families. Foreign investors form the second largest group of controlling shareholders. Most of the controlling shareholders use a simple ownership pattern to control the firms. Only in 21.27 percent of the firms, the controlling shareholders employ pyramid structures, and cross-ownership structures to control the firms. The controlling shareholders do not just control the votes. In approximately 70 percent of the firms in the sample, the controlling shareholders are involved in the firms' management as top executives and directors.

Pricing an Emerging Industry: Evidence from Internet Subsidiary Carve-Outs

Abstract: We examine price behavior in the emerging Internet industry by comparing investor valuation of Internet subsidiary carve-outs with that of the parent. We provide examples of parent firms whose Internet carve-out holdings exceed the market value of the entire parent by a large magnitude and over an extended period of time. We reject alternative tax, liquidity, and agency cost hypotheses previously proposed as explanations of a related phenomenon, the closed-end fund discount. We conclude that investors, or at least an important clientele of investors, value direct Internet asset holdings more richly than indirect holdings via the parent.

Can managerial discretion explain observed leverage ratios

Abstract: This paper analyzes the impact of managerial discretion and corporate control mechanisms on leverage and firm value within a contingent claims model where the manager derives perquisites from investment. Optimal capital structure reflects both the tax adavantage of debt less bankruptcy costs and the agency costs of managerial discretion. Actual capital structure reflects the trade-off made by the manager between his empire-building desires and the need to ensure sufficient efficiency to prevent control challenges. The model shows that manager-shareholder conflicts can explain the low debt levels observed in practice. It also examines the impact of these conflicts on the cross-sectional variation in capital structures.

The Place of Workers in Corporate Law

Abstract: This article critiques the low place of workers within corporate law doctrine. Corporate law, as it is traditionally taught, is primarily about shareholders, boards of directors, and managers, and the relationships among them. This is despite the fact that workers provide an essential input to a corporation's productive activities, and that the success of the business enterprise quite often turns on the success of the relationship between the corporation and those who are employed by it. Black letter corporate law requires directors to place the interests of shareholders above the interests of all other "stakeholders," including workers. This article analyzes and criticizes the arguments for shareholder dominance. The article proposes that implicit, and often incorrect, assumptions about workers form an important building block for corporate law theory and doctrine. Moreover, justifications for shareholder dominance -- traditional notions of ownership; agency costs; the residual nature of shareholder claims; and the inability of shareholders to contract with management -- are not as strong as sometimes proposed and often apply to workers as well. Indeed, the dominant contemporary justifications for shareholder preeminence do not adequately distinguish the interests of shareholders from those of workers. Workers, too, bear agency costs of monitoring management to ensure that management fulfills its part of the implicit and explicit understandings that define the relationship. Workers, too, retain an unfixed, residual interest in their firm; their fortunes rise when the company does well, and they are worse off when the company founders. Workers, too, enter into long-term, relational contracts with management in which it is very difficult to reduce all important aspects of the agreement to writing. The fact that workers have much in common with shareholders argues for a closer examination of the affirmative arguments for the creation of fiduciary duties running to workers and for worker participation in company management. Moreover, there are reasons to doubt that what one observes as a positive matter in corporate law is an accurate reflection of the preferences of all the parties to the corporate "contract." Because of inefficiencies in the labor market (many of which are simply assumed away in the corporate law scholarship) workers have much less ability than shareholders to exact bargaining concessions from other contracting parties or to walk away. Also, these inefficiencies make it more possible that the shareholder/management "contract" externalizes some of the costs of their agreement onto workers.

Rents and Their Corporate Consequences

Abstract: Product markets are weaker in some nations than they are in others. Weaker product markets have more monopolies and more monopoly profits, both of which affect politics and corporate governance structures. They affect corporate governance structures directly by increasing managerial agency costs to shareholders, which shareholders then seek to reduce. One would expect corporate governance structures, laws, and practices to differ in nations with monopoly-induced high agency costs from those prevailing in nations with more competition, fewer monopolies, and lower agency costs. The monopoly profits also affect corporate governance structures indirectly by setting up a fertile field for conflict inside the firm as the corporate players - shareholders, managers, and employees - seek to grab those monopoly profits for themselves. And we might speculate that these rents when large enough affect democratic politics and law-making: directly by making monopolists political targets (and political forces); and indirectly as the players inside the firm seek to capture those monopoly profits through political action, with political parties and ideologies (and, in time, laws and standards) that parallel the players' places inside the firm. Data from the industrial organization, finance economics, and political science literature is consistent.

Agency Costs and Strategic Considerations behind Sell‐offs: the UK Evidence

Abstract: We analyse the impact of the motivation behind the sell-off and the use of the proceeds from the sale on the value of UK firms divesting assets during 1984–94. We find that managers do not create value when they divest assets in order to raise cash, in order to reshuffle assets without increasing corporate focus and when they do not announce the motivation behind the sale. In contrast, we find value increases for firms refocusing during the 1990s and for firms divesting loss-making assets. Returning the proceeds from the sale to shareholders or reducing leverage were also associated with value increases, whereas reinvesting the proceeds for growth had a negative impact during the 1980s, which disappeared in the 1990s, possibly as a result of the disciplinary role of the economic downturn on the investment behaviour of firms.

Internal and External Governance Mechanisms: Their Impact on the Performance of Large UK Public Companies

Abstract: This paper analyses the relationship between internal and external corporate governance mechanisms and the performance of UK companies within the context of the Cadbury Committee's Code of Best Practice. The results show, first, that the market for corporate control is an effective governance mechanism that may be regarded as a substitute for the other mechanisms. Second, there is a weak relationship between the internal governance mechanisms and performance. Third, there is also little evidence that with firms in the top and bottom performance deciles have different internal governance characteristics. The results therefore raise questions about the efficacy of imposing prescriptive internal governance mechanisms on companies, particularly given that the market for corporate control has been shown to be an effective means of reducing agency costs.

Determinants of Foreign Ownership in Newly Privatized Companies in Transition Economies

Abstract: We investigate determinants of foreign ownership in newly privatized firms. We analyze data on privatized Czech firms to address two related general questions. First, what characteristics distinguish transition firms that attract a foreign investor? Second, how do firm-specific characteristics influence the size of the foreign equity stake? Our results suggest that foreign investors i) seek safe, profitable firms in which they can exert unchallenged influence on corporate governance and then ii) structure their equity stakes to mitigate agency costs and political risk.

Security Analysis, Agency Costs, and Company Characteristics

Abstract: We appraise the monitoring activity of security analysis from the perspective of the manager-shareholder conflict. Using a data set of more than 7,000 company-year observations for manufacturing companies tracked by security analysts over the 1988-94 period, we found that security analysis acts as a monitor to reduce the agency costs associated with the separation of ownership and control. We also found, however, that security analysts are more effective in reducing managerial non-value-maximizing behavior for single-segment than for multisegment companies. In addition, the shareholder gains from the monitoring activity of security analysis are larger for single-segment than for multisegment companies.