Abstract This article surveys corporate governance in China, as described in a growing literature published in top journals. Unlike the classical vertical agency problems in Western countries, the dominant agency problem in China is the horizontal agency conflict between controlling and minority shareholders arising from concentrated ownership structure; thus one cannot automatically apply what is known about the USA to China. As these features are also prevalent in many other countries, insights from this survey can also be applied to countries far beyond China. We start by describing controlling shareholder and agency problems in China, and then discuss how law and institutions are particularly important for China, where controlling shareholders have great power. As state-owned enterprises have their own features, we separately discuss their corporate governance. We also briefly discuss corporate social responsibility in China. Finally, we provide an agenda for future research.

This paper provides a modern overview of corporate governance in China and in doing so highlights many corporate governance features and issues that are, for the most part, unique to China. We also describe how papers in this special issue advance our understanding of corporate governance in China and in general.

This paper provides a modern overview of capital markets, financial institutions, and corporate finance in China. In our discussions, we highlight and describe what is unique to China. We also describe how papers in the Special Issue advance our understanding of financial markets, institutions, and corporate finance in China and in general.

We first extend Baker and Wurgler's (2004a) catering theory of dividends to share repurchases. Consistent with the notion that firms cater to investor demand for share repurchases, we report evidence that the market's time-varying repurchase premium positively affects firms' choice to repurchase shares. Next, we use the catering behavior as a novel framework for testing the dividend substitution hypothesis. Consistent with the notion that managers consider dividends and share repurchases to be substitute payout mechanisms, we find that the dividend premium negatively affects the repurchase choice, whereas the repurchase premium negatively affects the choice to pay dividends.

We examine the operating performance of Thai firms after they go public. Overall, we find that their performance declines. We then explore the relationship between managerial ownership and the change in firm performance. We find that firms with ‘low’ and ‘high’ levels of managerial ownership experience positive relationships between managerial ownership and the change in performance (alignment-of-interest hypothesis), while firms with ‘intermediate’ levels of managerial ownership exhibit a negative relationship between managerial ownership and the change in performance (entrenchment hypothesis). Examining the operating performance of IPO firms from an emerging market and finding a curvilinear relationship between managerial ownership and the post-IPO change in performance represents two significant contributions to the IPO literature.

This paper examines the effects that bank relations have on stock repurchases in Japan. Similar to US evidence, we find that stock repurchase announcements in Japan have positive announcement period returns. Announcement returns are positively related to equity ownership by main banks, but are negatively related to nonbank debt ratios. In contrast, bank debt ratios do not have such a negative relation. Announcement returns are also negatively related to future growth opportunities, suggesting that repurchase announcements are greeted more positively by investors when repurchasing firms have lower growth opportunities. We also find that firms with high leverage are less likely to repurchase stocks, whereas firms with high equity ownership by main banks are more likely to do so. Overall, these results are consistent with the views that banks, particularly main banks, are effective monitors of agency costs and financial distress risk, and that their presence as dual stakeholders are value-enhancing.

We propose that family firms with religious founders have less risk than other family firms. Using a sample of 4159 family firms in China, we find that firms founded by religious entrepreneurs have lower leverage and less investment in fixed and intangible assets compared to firms founded by nonreligious entrepreneurs. These findings are consistent with our proposition. However, these findings primarily hold for entrepreneurs who adhere to Western religions but not to Eastern religions. As such, our paper makes important contributions to the literature on family-firms and their risk-taking and the literature on the relation between religion and risk aversion.

We examine the relation between minority shareholder protection laws, ownership concentration, and board independence. Minority shareholder rights is a country-level governance variable. Ownership structure and board composition represent firm-level governance variables. Prior research hypothesizes and documents a negative relation between countries' minority shareholder rights quality and firms' ownership concentration. We introduce the hypothesis that shareholder protection rights and firms' board independence are positively related. When a country's minority shareholder rights are strong, then minority shareholders should have the legal power to affect board composition. Using a sample of large firms from 14 European countries, we test both hypotheses and find that countries with stronger shareholder protection rights have firms with lower ownership concentrations and with more independent directors, consistent with both hypotheses. We also find evidence that ownership concentration and board independence are negatively related.

Not all corporate bailouts are the same. We study corporate bailouts from around the world during 1987–2005. Among these bailed-out firms, some firms are economically distressed while others are financially distressed. Some firms are bailed out with cash (either as equity or as loans) while others are bailed out with debt relief. Some firms are bailed out by the government while others are bailed out by other stakeholders. We examine these firms’ operating performance before and after their bailouts, but specifically across different bailout types, and we also measure their stock returns surrounding their bailout announcements.

We develop and test an ownership structure pecking order. Our ownership pecking order sorts out which structures are likely to have relatively fewer agency costs versus higher agency costs. At the top of the pecking order are firms with a single controlling shareholder, they have the lowest agency costs when that shareholder is not the government. Next is the presence of multiple large shareholders. They are even more effective when the large shareholders are of the same type. The structure with the highest agency costs consists of a single large non-controlling shareholder. Our empirical tests confirm this pecking order.