Abstract

Research Question: Are controlled companies underperforming in the United States? Motivation: Anecdotal evidence shows that the average market capitalization of controlled firms increased from $8.3 billion in 2005 to $20.6 billion in 2015. Given the rapid increase in capitalization, the group of controlled companies has become an important player in the US capital market. However, little is known about controlled companies. Idea: We examine whether controlled companies are underperforming relative to non-controlled companies in the United States. Data: The data sample consists of 351 listed companies in the United States for the fiscal year 2014. Tools: 176 controlled companies were manually collected by performing the keyword search “controlled company” from the U.S. Securities and Exchange Commissions (SEC) website via “www.seekedgar.com/”. Specifically, we search “controlled company” from proxy statement DEF 14A. Each controlled company is verified after reading through the proxy statement. Findings: Using 176 controlled companies and 176 random sampled non-controlled companies, we find that controlled companies are underperforming compared to non-controlled companies. Contribution: To the best of our knowledge, we are the first to collect the group of controlled companies in the US and we are among the first to study how firm performs under the type II agency problem (Pantzalis et al. 1998). We contribute to the stream of literature on how ownership structure (e.g., family-controlled firms) affects firm performance (Anderson & Reeb, 2003). Consistent with the findings from family-controlled firms, we show that ownership structure affects firm performance. Out study sheds light on the important role of controlled companies in the US capital market.

Highlights

  • The data sample consists of 351 listed companies in the United States for the fiscal year 2014. 176 controlled companies were manually collected by performing the keyword search “controlled company” from the U.S Securities and Exchange Commissions (SEC) website via “www.seekedgar.com/”

  • We examine the financial performance of controlled companies

  • Controlled companies represent a group of firms with a unique structure that one party controls a majority of shares and can opt for several exemptions from the major stock exchanges’ board independence requirements

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Summary

Introduction

According to the National Association of Securities Dealers Automated Quotation System (NASDAQ) definition, a controlled company is “a company of which more than 50% of the voting power for the section of directors is held by an individual, a group or another company” These firms have a unique structure in that they may opt-out of the independent director requirements that apply to the rest of the public firms. We examine whether controlled companies are underperforming relative to non-controlled firms in the United States. That’s because controlling power allows entrenching directors and managers to inappropriately allocate resources for personal gains i.e., shirking, empire-building, and private rent extraction (Jensen, 1988; Cremers et al, 2017) As a result, these deteriorating behaviors may negatively affect firms’ financial performance.

Background of controlled company
Background of the recent development of controlled companies
Literature review on the ownership structure
The relation between controlled companies and financial performance
Data and sample selection
Dependent variable
Independent variable and control variables
Descriptive statistics
Estimation results
Findings
Conclusions
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