Enforceability and the effectiveness of laws and regulations

Abstract

A major threat to the development of financial markets in emerging markets is “tunneling.” In China, this took on the form of controlling shareholders diverting assets from listed firms or coercing firms to serve as guarantors on questionable loans. A new set of rules enacted in 2005 prohibited asset diversion for “non-operational” purposes. Firms complying with these rules have experienced a reduction in related party transactions, an increase in investment, and better performance. In contrast, another set of contemporary rules, which aimed to standardize the practice of firms providing loan guarantees, has had very little impact. We attribute the contrasting design, implementation, and effectiveness of these two sets of rules to the difference in enforcement costs of the two types of tunneling activities. Relative to loan guarantees, it is much easier for a third party to determine (ex ante) whether a particular form of diversion destroys firm value, and to verify (ex post) that the losses to the firm resulted from the diversion. Our results highlight the importance of enforceability—laws and regulations that can be enforced at lower costs are more likely to succeed, especially in countries with underdeveloped formal institutions.