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The impact of the classified voting system on corporate investment and equity value

Contemporary Accounting Research 2025 42(1), 391-417 open access
Granting decision rights to minority shareholders protects them from expropriation by controlling shareholders, but it simultaneously fosters a mismatch between decision rights and decision‐relevant information. Using the setting of China's classified voting system (CVS), which requires minority shareholder approval for managerial proposals, this study investigates the effect of such a regulation on investment responsiveness to profitability and equity value attributable to growth options. Following the real‐options‐based valuation model, we document that the adoption of CVS diminishes both investment responsiveness and equity value. This reduction is attributed to heightened financial constraints following the CVS implementation. Further analyses show the negative impacts are more pronounced for firms experiencing greater information asymmetry, lower mutual fund holdings, and severe agency conflicts. Our evidence indicates that the efficacy of the regulation is contingent on the alignment between decision rights of minority shareholders and decision‐relevant information available to them. Our findings thus provide insights to the regulators regarding the advantages and disadvantages of allowing minority shareholders direct influence over corporate decision‐making.

Performance Commitments of Controlling Shareholders and Earnings Management

Contemporary Accounting Research 2015 32(3), 1099-1127
Since the Split Share Structure Reform took effect in China in 2005, holders of nontradable shares (controlling shareholders) have had to negotiate with holders of tradable shares (minority shareholders) to gain the liquidity right. In a typical deal reached, the controlling shareholder agrees to pay share compensation to minority shareholders and, in many cases, also pledges to meet a specific firm performance target (performance commitments). Using this reform setting, we examine the impact of performance commitments on earnings management behavior, and find the following results. First, less profitable firms have greater incentives to make performance commitments that help to reduce the share compensation that controlling shareholders have to pay. Second, firms entering into such commitments engage in earnings management to meet the promised performance target when actual performance falls short, and firms facing greater default costs tend to manage earnings more aggressively. Third, depending on the performance metric stipulated in the commitment contract, firms employ varying methods to manage earnings. We also find that firms that rely on earnings management to meet their performance targets display inferior performance in the postcommitment years relative to firms that do not. Overall, our evidence is consistent with performance commitment contracts (with costly defaults) between a firm's controlling and minority shareholders causing incentives for earnings management.