The Effect of Changes in Corporate Control on Firm Performance

This paper examines the relation between capital markets and corporate control in France, Germany and the UK. It compares levels of takeover activity in the three countries and describes the degree to which takeovers are associated with changes in corporate control. The paper examines the influence of regulation on forms of corporate ownership and control. It compares regulation pertaining to the rights of employees, managers and shareholders in the three countries and finds that regulatory rules are related to patterns of ownership and control changes. The paper suggests that a fundamental objective of control changes is to correct managerial failure, and that takeovers are suited to the correction of particular classes of managerial failure that cannot be readily rectified by contracts. Thus, markets with low levels of takeovers may suffer from a low level of correction of managerial failure. However, by changing ownership, takeovers may give rise to an inability of owners to commit themselves to the long-term interests of managers and employees. As a consequence, financial systems with active takeover markets may be associated with inadequate investment in firm-specific assets and an unduly short-term investment horizon. There is, therefore, a tradeoff between alternative methods of correcting managerial failure. This is particularly important for European countries facing an extension of UK takeover activity to the Continent. The process is being encouraged by the European Commission which aims to harmonize regulation on a UK-style takeover code. Harmonization of regulation may have far-reaching consequences for the structure of different countries' capital markets and, in view of the tradeoff, is of uncertain merit.

The separation of ownership from control produces a condition where the interests of owner and of ultimate manager may, and often do, diverge, and where many of the checks which formerly operated to limit the use of power disappear.... In creating these new relationships, the quasi-public corporation may fairly be said to work a revolution. It ... has divided ownership into nominal ownership and the power formerly joined to it. Thereby the corporation has changed the nature of profit-seeking enterprise.1

<p class="MsoNormal" style="text-align: justify; margin: 0in 0.5in 0pt;"><span style="mso-bidi-font-style: italic;"><span style="font-size: x-small;"><span style="font-family: Times New Roman;">This study proposes a corporate control hypothesis in which equity carve-outs facilitate changes in corporate control by providing an economical means to transfer control of corporate assets to bidders who will potentially create greater value.<span style="mso-spacerun: yes;">  </span>Consistent with this hypothesis, a statistically significant 16% of the equity carve-outs in this study's sample are taken over within six years.<span style="mso-spacerun: yes;">  </span>Those equity carve-outs subsequently taken over appear to be economically different from those motivated by other reasons.<span style="mso-spacerun: yes;">  </span>Parent firms of equity carve-outs subsequently taken over display a significantly greater share price reaction to the announcement of an equity carve-out than do parent firms of equity carve-outs not subsequently taken over.<span style="mso-spacerun: yes;">  </span>For those carve-outs subsequently taken over, an important factor contributing to parent firm gains is the relative size of the carve-out IPO.<span style="mso-spacerun: yes;">  </span>There appears to be an optimal retention level of 10-50% for carve-outs motivated by the intent to facilitate a change in corporate control.<span style="mso-spacerun: yes;">   </span></span></span><strong style="mso-bidi-font-weight: normal;"></strong></span></p>

EUGENE FAMA and Michael Jensen's treatment of the "Separation of Ownership and Control" is both insightful and informative. It deepens our understanding of corporate control, and the analysis of residual claimants usefully extends the economics of internal organization to include partnerships, mutuals, nonprofits, and the like. The basic argument is this: specialized governance structures arise in response to the efficiency needs of each type of organization. This is an important argument and one with which I broadly concur. They couple this, however, with a strong suggestion that these structures have reached a high degree of refinement-on which account there is not now, if indeed there ever has been, an organization control problem with which scholars and others are legitimately concerned. On this point I have grave doubts. My discussion of the paper addresses three issues: What is the relation, if any, of the hierarchical organization of the firm to economic performance? What relation, if any, does residual claimant status have to the composition and character of the board of directors? And is there now or has there ever been a corporate control problem? I deal with each of these issues in order.

This manuscript is aimed at highlighting the most recent trends in corporate governance, ownership and control based on the manuscripts presented at the international conference “Corporate Governance, Ownership and Control” that took place in Rome on February 27, 2018. We have also used reputable papers published in the relevant academic journals in the past to support the arguments stated by the authors of the papers, presented at the conference. This paper covers a wide range of corporate governance topics in corporate ownership and control toward corporate governance mechanisms, such as board of directors, the board diversity, directors’ remuneration, firm performance, auditing and accounting, etc. We saw a growing interest of researchers to widen the scope of their major research to link it to corporate ownership and control issues. Currently, corporate governance research follows two major routs: classical empirical corporate governance research and multidisciplinary research aimed at findings non-conventional methods to solution of existing problems.

Corporate Control & Governance after a Decade from 'Novo Mercado': Changes in Ownership Structures and Shareholder Power in Brazil

This paper analyzes post-financial crisis developments in the Brazilian capital markets, focusing especially on the current status of “shareholder power.” Using recent data collected in 2013, it investigates whether changes in ownership structures remain stable and assesses how these changes are currently impacting corporate control and governance. In the new emerging pattern of corporate ownership, many Novo Mercado companies lack a clear controlling shareholder and face the challenge of achieving collective action at the shareholder meeting. Novo Mercado firms therefore have successfully transitioned from a model of controlling shareholder domination to shared or minority control, introducing significantly more diversity into Brazilian corporate governance. The paper is organized as follows: Section II discusses the latest reforms promoted by BM&FBovespa on the rules of the special listing segments in response to the international financial crisis and to the changes in corporate ownership. Section III builds on the classic Berle and Means taxonomy in order to classify corporate control of Brazilian corporations and discuss how shareholder power is evolving. Section IV focuses on Brazilian corporations that have achieved the largest degree of ownership dispersion. Section V discusses the content of shareholder agreements, calling the attention of comparative corporate law scholars to the role played by shareholder coalitions. These coalitions often discipline the exercise of voting and joint control and establish barriers to the free transferability of shares. Section VI discusses the negative impact that the increased use of shareholder agreements has had on director independence and makes normative recommendations. Section VII concludes.

This paper investigates the role of Venture Capital (VC) in the likelihood of delisting via mergers and acquisitions (M&A) for European companies listed in the 2004–2014 period, till 2020. Takeovers of listed companies are generally associated with underperformance, suggesting a need for a change in corporate control. In contrast, we show that VC-backed listed companies are more likely to be acquired when they exhibit higher growth rates compared to their peers. Moreover, this effect is driven by companies backed by low-reputation VCs. These VCs are known to rush their portfolio ventures to IPO and to have a limited post-IPO involvement. These conditions, combined with strong growth, may attract acquirers who perceive a need for change in corporate control. Conversely, we find no evidence of an increased likelihood of delisting by M&A in companies backed by highly reputed VCs, which tend to remain independent.

Refinancing, Debt for Equity Agreements and Takeover Bids Under Spanish Law

This paper argues that the structure of corporate ownership varies systematically in ways that are consistent with value maximization. Among the variables that are empirically significant in explaining the variation in ownership structure for 511 U.S. corporations are firm size, instability of profit rate, whether or not the firm is a regulated utility or financial institution, and whether or not the firm is in the mass media or sports industry. Doubt is cast on the Berle-Means thesis, as no significant relationship is found between ownership concentration and accounting profit rates for this set of firms.

This article analyzes ownership restructuring and changes in corporate control in four large Latin American countries—Argentina, Brazil, Chile, and Mexico—during the 1990s. Drawing on original firm‐level data, this is a comparative study aimed at identifying cross‐country differences and regularities. It focuses on transactions associated with privatizations and private mergers and acquisitions (M&As)—their evolution, relative importance, and sectoral incidence—as well as the role played by different types of investors: local, foreign, and joint ventures. A specially built database was used in the analysis, comprising 3,085 private M&As and 329 privatization transactions. Although similar to processes occurring elsewhere, it is argued that ownership restructuring in Latin America was facilitated and fostered by specific changes in policy‐associated institutional framework conditions. That is, the wide‐ranging process of ownership restructuring is strongly associated with economic liberalization, which has become the main feature of Latin American national regimes of incentives and regulation.

K rivogorsky and Burton (2012) examine the association between dominant shareholders and firm performance for 1,533 firms from seven Continental European countries using ownership data from 2005 to 2007. The primary analysis in the paper tests the effects of four separate types of dominant owners (institutions, blockholders, banks, and individuals and families) on two measures of accounting performance (return on assets and return on shareholder funds) and a measure of firm value (market-to-book ratio). Supplemental tests examine cross-sectional differences in the effects of each type of dominant owner across individual countries. The main results indicate that banks and individual and family owners have a positive effect on firm performance, while institutions and blockholders have a negative effect on firm performance. The evidence from the within-country tests shows that the relation between particular shareholder types and firm performance varies across different jurisdictions, with dominant owners generally having a positive effect. Dominant shareholders have incentives and the ability to influence the firms in which they own a controlling interest. Dominant owners are motivated to utilize their control to monitor managerial actions because of their claims to the residual profits of the firm (Shleifer and Vishny 1997). Dominant shareholders also have the ability to monitor managerial actions because of their access to inside information and their ability to control internal forces designed to curb managerial actions that are not consistent with maximization of firm value. Thus, monitoring by dominant owners can serve to address the classic agency conflicts between shareholders and investors (Jensen and Meckling 1976), thereby having a positive effect on firm value. In an international context, however, country-level institutions, laws, and other regulatory features can interfere with dominant shareholders’ typical incentives and ability to monitor managerial behavior. Depending on a country’s institutional environment, dominant shareholders could be motivated by a different set of factors, perhaps leading them to take advantage of their ownership status to extract personal benefits from the firm. This type of situation would result in a negative relation between dominant ownership and firm value. Given the potential for either

This study examines spatial shifts across Chinese cities between 2002 and 2018 in corporate control due to mergers and acquisitions (M&As), which are important for the Chinese urban system based on the command-and-control criteria. Descriptive results indicate that the spatial reallocation of corporate control in China has been largely dominated by metropolises, provincial capitals, and urban agglomerations. Evidence of geographical dispersion of corporate control has been found from the enlarged gains or losses in some inland and lower tier cities. Regression results underline the crucial roles that are played by regional comparative advantages, corporate demography, and government intervention in the disparate positions of Chinese cities in the M&A network. Regional economic development, output efficiency, and spatial agglomeration of listed enterprises have significantly positive effects in converging or exporting corporate control for places. Moreover, cities with higher administrative levels and policy support from the state tend to experience a net gain in corporate control. We suggest that state-led policies in emerging economies should focus on the positive impacts of corporate M&As in acquiring external assets and promoting regional integration. This study will not only advance our understanding of the geography of domestic M&As in emerging economies but also provide an alternative perspective on the dynamics behind changes in city networks.

This paper investigates the relation between corporate ownership and corporate performance of listed companies in Nigeria, a foremost Sub-Saharan African country during the period 2002-2007. The data is obtained from the firms’ annual reports and accounts and the Nigerian Stock Exchange daily performance reports. The combination of 70 firms and six-year period studied provides a balanced panel with 420 observations for panel data analysis. The results from the ordinary least square (OLS) regression analyses show that there is a strong connection between foreign ownership structure and firm performance. Foreign ownership structure is found to exhibit significant improvements in firm performance; it adumbrates eclectic competitive advantages in ownership, control and internalization respects over other types of ownership structure. We find no statistically significant relation between concentrated ownership and firm performance. Insider or managerial ownership, however, exhibits significant decline in firm performance. These findings are consistent with the view that firm performance is a negative predictor of insider ownership. We also find support for the notion that management is apathetic to holding equity stakes in their underperforming firms.

Acquisitions, Productivity, and Profitability: Evidence from the Japanese Cotton Spinning Industry