Knowledge that Transforms

This paper compares executive pay–performance sensitivities between Canadian firms and US firms. Examining the data for 365 Canadian firms and 675 US firms over the years 1991–1994, we find that the pay–performance sensitivity associated with direct pay and stock ownership is smaller in Canadian firms than in US firms but that the difference diminishes as firm size increases. We also find that during this period Canadian firms underperformed US firms and Canadian CEOs were paid substantially lower than were their US counterparts. Our findings are consistent with the argument that the pay–performance relationship, depending on the intensity of economic regulation, affects corporate performance.

We compare the investment–cash flow sensitivity of Korean chaebols (conglomerates) and non-chaebol firms. We show that investment–cash flow sensitivity is low and insignificant for chaebol firms but is high and significant for non-chaebol firms. On the other hand, a chaebol firm's investment is significantly related to the growth opportunities but that of a non-chaebol firm is not. A chaebol firm's investment is significantly affected by the cash flow of other firms within the same chaebol even though they are independent legal entities. With these findings, we argue that there is an internal capital market in a chaebol and the internal capital market reduces the financing constraints of the chaebol. However, the operation of the internal capital market does not improve the efficiency of allocation of scarce funds in the Korean economy since we find that chaebols invest more than non-chaebol firms despite their relatively poor growth opportunities.

This paper, using 5308 observations of listed Japanese firms between the years 1988–1992, provides additional evidence on contracting theory arguments for the relation between growth opportunities, capital structure and dividend policies. To avoid the problems of using cross-sectional proxies for time-sequenced variables, this study uses (1) pooled cross-sectional time-series analysis and (2) time-series analysis with a one-year lag for the dependent variables. Results show significant negative relations between growth opportunities and levels of both debt financing and dividend yields after controlling for firm size, profitability, firm keiretsu affiliations and industry regulation. The results are consistent with contracting cost arguments for corporate finance and dividend policies and confirm the importance of growth opportunities in corporate finance theory.

We find that the presence of commercial bankers on the board is positively related to aggregate firm debt. Separating by type of debt, the presence of commercial bankers on the board is positively related to short-term, long-term, and total bank debt. We also find that while the presence of unaffiliated commercial bankers on the board is positively related to bank borrowing, the presence of affiliated commercial bankers on the board is not. The results are consistent with the theory that commercial bankers supply bank debt market expertise, but not with the theory that they sit on boards to monitor lending relationships.

We employ corporate takeover decisions to investigate the impact of institutional ownership on corporate performance. The OLS regressions of bidder gains on institutional ownership indicate a positive relation between the two. However, we find institutional ownership to be significantly determined by firm size, insider ownership and the firm's presence in the S&P 500 index. Thus, when bidder gains are regressed on the predicted values of institutional ownership in two-stage regressions, the recursive estimates do not confirm the relationship shown by the OLS regressions. Furthermore, we do not find any evidence that active institutional investors (e.g., CalPERS) as a group enhance efficiency in the market for corporate control. These findings cast doubt on the superior selection/monitoring abilities of institutional investors.

Empirical evidence suggests that the voting premium in the Korean securities market is strongly related to the structure of corporate ownership. We find that the premium attached to voting stock is positively and significantly associated with the control value of a block of shares held by minority shareholders. We also find that the premium is negatively related to both the fraction of shares that are voting shares and the market value of equity. Empirical results indicate that private benefits of control in Korea are worth about 10% of the value of equity.

The ownership structures of firms are endogenous. This makes it difficult to produce direct evidence on the Berle and Means [Berle, A.A., Means, G.C., 1932. The Modern Corporation and Private Property, New York.] hypothesis that corporate governance becomes less efficient as the degree of separation of ownership and control increases. We address this issue by studying Austrian cooperative banking, an organizational form in which the ownership structure is exogenous. We show that firm performance declines as the number of cooperative members increases, corresponding to a greater separation of ownership and control. We also provide direct evidence on another theory that is difficult to test, namely, the efficiency wage hypothesis. We show that the decline in firm performance as the number of shareholders increases is due to an increase in efficiency wages.

We document a large and broad-based increase in the use of corporate governance provisions in the late 1980s. As a result, most large publicly traded firms have complex governance structures. This violates an assumption implicit in many empirical studies that provision use is mutually independent. While overall provision use is not systematically related to industry grouping, the uses of some types of provisions are correlated. Most notably, supermajority vote requirements, classified boards, and shareholder meeting requirements tend to be used in concert. Firms reincorporating to Delaware tend to eliminate cumulative voting, and coverages by certain types of state antitakeover laws are correlated. We also find that firms with poison pills tend to have relatively high institutional ownership, low managerial ownership, and a high proportion of independent directors.

This paper examines empirically the effects of domicile and SEC registration and reporting requirements on information asymmetry. We compare the adverse-selection component of the relative bid–ask spread (our measure of information asymmetry) for three samples of Nasdaq NMS companies that trade in different home markets and are subject to different standards of disclosure: registered U.S. companies, registered non-Canadian foreign companies, and unregistered non-Canadian foreign companies covered by the information-supplying exemption of the Securities and Exchange Act of 1934. We find that the adverse-selection component is not significantly larger for the two foreign samples, and it is not reliably different for the registered and unregistered foreign samples. Therefore, we are unable to document that less stringent SEC registration and reporting requirements for foreign companies are associated with greater information asymmetry among investors for non-U.S. securities traded on Nasdaq.

We examine operating performance and ownership of joint venture and wholly-owned merchant banks operating in Singapore from the formation of the industry to its maturity. For our sample, joint ventures dominated wholly-owned banks as an organizational form only within the first six years of the industry's life, when there were opportunities for organizational learning and risk sharing by venture partners. Thereafter, new banks were typically wholly-owned subsidiaries and 71% of surviving joint ventures switched to wholly-owned status. Despite their higher mortality rates, we find no evidence of lower performance for joint ventures.