Guiding Seminar 4 Flashcards
Extreme Governance: An Analysis of Dual-Class Companies in the United States
What are takeover defenses?
In simple terms, these are things that make takeovers very difficult and expensive.
For example,
1. Charter amendments (imposing conditions on control transfer- require over 2/3 of votes to approve merger),
2. Golden parachute (lucrative severance package guaranteed to the management if the firm is taken over and the managers are let go).
3. Poison pills- securities with embedded rights to buy shares at a deeply discounted price in either the target or an acquirer–> acquisition prohibitively expensive
4. Pac man defense- target firm counteroffers for bidder firm.
Extreme Governance: An Analysis of Dual-Class Companies in the United States
What 2 types of shares a typical dual-class company has? What are the differences between them?
A typical dual-class company has two types of shares:
- Superior shares with ten votes per share, not publicly traded.
- Inferior class, with one vote per share, publicly traded.
▪ Superior class of shares is usually owned by company insiders (e.g. managers). It provides insiders with a majority of votes despite much lower cash flow rights in their possession. ▪ Thus, the insiders of dual-class firms have effective control over all corporate decisions. It makes them virtually immune to hostile takeovers.
Extreme Governance: An Analysis of Dual-Class Companies in the United States
Compare single-class vs dual-class share companies
Compared to single-class firms, dual-class firms are:
▪ Bigger on median terms ($295m versus $100m).
▪ More levered, possible due to their reluctance to engage in equity offerings not to lose ownership or it is possible that debt is used as an alternative control mechanism (18% versus 6% debt-to-assets ratio).
▪ Older, possibly due to less possibility of being acquired (12.9 years versus 9.6).
Extreme Governance: An Analysis of Dual-Class Companies in the United States
Why are inferior shares worth less than superior?
One-vote shares are worth less under the dual-class structure. This is because inferior shareholders have less control and thus can be more easily expropriated leading to a worse performance of the firm. Superior shareholders, on the other hand, enjoy PBOC.
Extreme Governance: An Analysis of Dual-Class Companies in the United States
What predicts larger size of PBOC and thus dual-class status?
- Name. If the company is named after a founder, this might indicate a “personal” stake involved.
- Media. Control of a media company (e.g. newspaper, TV network) provides opportunities for self-advertising, manipulating the public opinion, etc.
- Activity of the founder. If the firm is young and the founder is still active, PBOC and also dual-class structure is more likely.
- Firms in the area & Sales of the area.
• The fewer firms there are in the firm’s metropolitan area, the more likely the firm is a major employer and “the only game in town”, which entails private benefits for insiders with dual-class shares.
• Firms with an important local presence may use dual-class status as a promise to local authorities that the firm will resist takeovers in order to honor implicit contracts with local governments and other stakeholders.
Extreme Governance: An Analysis of Dual-Class Companies in the United States
What are the paper’s findings of relations with the firm’s value?
▪ Firm value is positively associated with insiders’ cash-flow rights.
▪ Firm value is negatively associated with insiders voting rights.
▪ Firm value is negatively associated with the wedge between the two (insider voting rights – insider cash flow rights).
The bonding hypothesis of takeover
defenses: Evidence from IPO firms
What is the bonding hypothesis?
The “bonding hypothesis” examines another path of how takeover defenses create value:
▪ (!) Defenses commit firm to a prearranged business strategy whose reversal is complicated and costly. This ensures the company’s business partners that the company will not act opportunistically and appropriate them, encouraging partners to make relation-specific
investments. This allows the company to gain favorable contract terms with its partners, which increases firm value.
The bonding hypothesis of takeover
defenses: Evidence from IPO firms
Give an example of Bonding hypothesis
▪ The largest customer of Pemstar Inc., engineering services provider, was IBM (accounting for 37% of its sales in 2000).
▪ IBM invested heavily to the relationship with Pemstar, engaging in joint ventures and sharing knowledge of its production.
▪ This created a “hold-up problem”: Pemstar could have exploited IBM’s reliance and demanded higher payments, payable by IBM in the short term, but hindering the relationship in the long run.
▪ What kept Pemstar from acting opportunistically was that Pemstar’s managers had personal connections and reputations that would be hurt if they “betrayed” IBM for a short term gain.
▪ This would be of no value if Pemstar’s incumbents were replaced by new managers lacking such connections.
▪ Pemstar defended from 5 takeover attempts after its IPO to ensure the mutually beneficial relationship with IBM. In turn, this motivated IBM to invest in the relationship further.
▪ This is how takeover relationships can be valuable – they can be used to defend a mutually beneficial relationship.
The bonding hypothesis of takeover
defenses: Evidence from IPO firms
What is an IPO puzzle? How does IPO solve it?
▪ Why do so many firms adopt takeover defenses when they go public?
▪ If takeover defenses lower share values as is widely presumed, it would be irrational for pre-IPO shareholders to implement them and suffer the resulting loss when shares are sold to outside investors
Answer: takeover defenses increase a firm’s value due to the bonding hypothesis (close relations of the current managers with other companies).
The bonding hypothesis of takeover
defenses: Evidence from IPO firms
What are quasi-rents?
▪ The main idea of the bonding hypothesis is that takeover defenses support a firm’s commitment not to act opportunistically to appropriate(take) its counterparties’ quasi-rents.
▪ Quasi-rents arise when a counterparty makes a relationship-specific investment that would lose value if the firm changes its operating strategy.
The bonding hypothesis of takeover
defenses: Evidence from IPO firms
What are the three relationships worth defending?
- Large customer. Quasi-rents are more likely to arise when the IPO firm has a dominant relation with a single customer who invests to the specialized distribution lines with its supplier.
- Dependent supplier. Pemstar invested to locating its specific plants close to IBM’s production facilities. Thus, IBM had a leverage in negotiating lower price for Pemstar’s production, which created quasi-rents appropriable by IBM.
- Strategic alliance. Alliances between companies tend to be accompanied by costly irreversible investments to fixed assets that give rise to potentially appropriable quasi-rents (e.g. RenaultNissan Alliance).
The bonding hypothesis of takeover
defenses: Evidence from IPO firms
To what 4 measures of the business relationship’s value are the number of takeover defenses positively related to?
- Social links. Social links between the IPO firm’s CEO and the large customer’s CEO make the connection more personal.
- Pre-IPO relationship length. Relationships of longer duration tend to involve larger relation-specific investments and thus more quasi-rents at stake.
- Long-term contracts. Expected relationship length in the post-IPO period. Similarly, longer expected duration contracts involve greater investments.
- Percent of customer’s COGS. What part of large customer’s COGS does the IPO firm sales comprise. Indicates how important the IPO firm is to its customer and thus how prevalent specific investments are in the relationship.
The bonding hypothesis of takeover
defenses: Evidence from IPO firms
What are the bonding effects on firm’s performance?
If the business ties are present, then:
- More takeover defenses–> higher ROA and higher valuation of the IPO firm
- IPO is good news to a firm’s large customers–>IPO can reduce firm’s financial constraints and enable larger investments to the relationship
- At the same time, IPO bad news for the trading partners (puts business relationship at risk). Higher potential payoff associated with higher risk that the relationship could be damanged.
- Spillover effects- more defenses associated with larger positive returns of the firm’s large customers. (and negative returns for partners when the IPO firm is acquired). The customers depend on the firm and the long-lasting relationship.
The bonding hypothesis of takeover
defenses: Evidence from IPO firms
What is meant by spillover effects in bonding hypothesis?
Spillover effects- more defenses associated with larger positive returns of the firm’s large customers. (and negative returns for partners when the IPO firm is acquired). The customers depend on the firm and the long-lasting relationship.
The bonding hypothesis of takeover
defenses: Evidence from IPO firms
What are the conclusions?
▪ Takeover defenses protect managers from being replaced who then maintain their promised commitments in business relations with large customers, suppliers or partners in alliance.
▪ Firm’s business partners are then encouraged to make further relation-specific investments that are mutually beneficial.
▪ The closer the business relationship, the more takeover defenses are employed for its protection.
▪ More philosophical standpoint: contracts arise when the costs of executing them are less than the gains from trade (Coase theorem).
Antitakeover defenses economize on having to build new contracts of business relationships from scratch, increasing net gains from trade.
▪ Only young IPO firms are under the scope of the paper. What if with age, relationships are no longer worth defending?
On the Foundations of
Corporate Social Responsibility
What is CSR? And why do firms engage in CSR?
Investing in environmental-friendly production, organizing projects to help the poor and other similar stakeholder- orientated activities, described by a term corporate social responsibility (CSR), has become a mainstream business activity. Why bother doing good
for the society?
▪ The common explanation for why companies invest in CSR is that doing so enhances profitability and firm value, a relationship often referred as to “doing well by doing good”.
▪ These arguments leave the bigger picture puzzles hardly touched upon. Why do firms in some countries systematically invest more in CSR than firms in other countries?
On the Foundations of
Corporate Social Responsibility
What is the legal origin?
Legal origin: a system of social control of economic life (!).
On the Foundations of
Corporate Social Responsibility
What are the differences in legal origins associated with CSR?
On average firms under a civil law system have a higher CSR score than those under the common law.
▪ Common law countries uphold private market outcomes as well profit maximization as factors leading to the action in the best interests of all stakeholders.
▪ Less regulation, more freedom for firm discretion. Contract enforcement based on ex-post judicial mechanisms (after the problem occurs, only then solve it).
▪ Contrarily, civil law countries acknowledge private market failures leading to inefficiencies. The state plays a crucial role in coordinating private markets by stricter stakeholder protection laws.
▪ From this, regulations are born. Firms have their freedom, but limited by ex-ante restrictions on certain behavior (try to solve the problem (with regulations) before the problem occurs).
▪ CSR adoption in common law countries is typically a voluntary decision, while CSR adoption in civil law countries is determined by rules.
▪ In the civil law countries, firms investing to CSR as mandated by law: no risk of potential litigations from stakeholders.
▪ Higher presence of supermajority votes in the civil law countries means that firms are insulated from myopic pressures from shareholders and can more easily engage in long-term-orientated CSR projects.
▪ In general, CSR level in a country is thus a result of the tradeoff concerning the rights and preferences of shareholders and other stakeholders.
On the Foundations of
Corporate Social Responsibility
What does and what does not determine a country’s level of CSR?
Does impact: legal origins (higher CSR scores in civil law countries)
Does not impact: cultural values and religion
On the Foundations of
Corporate Social Responsibility
What is the marginal effect theory?
The “marginal” effect theory: civil law firms outperform because they are more responsive to the shocks changing the demand for CSR actions.
Two channels of firm responsiveness:
▪ Consumer channel – shocks trigger changes in consumer demand affecting the market value which forces firms to adjust their CSR.
▪ Legal channel – firms in more stakeholder-orientated legal environments tend to be more responsive to shocks.
▪ Consumer channel does not differ between firms in civil and common law countries, which leaves the legal channel accountable for differences in responsiveness across legal regimes.
On the Foundations of
Corporate Social Responsibility
What are the two channels of firm responsiveness?
Two channels of firm responsiveness:
▪ Consumer channel – shocks trigger changes in consumer demand affecting the market value which forces firms to adjust their CSR.
▪ Legal channel – firms in more stakeholder-orientated legal environments tend to be more responsive to shocks.
▪ Consumer channel does not differ between firms in civil and common law countries, which leaves the legal channel accountable for differences in responsiveness across legal regimes.
On the Foundations of
Corporate Social Responsibility
Compare with examples the actions of civil and common law countries when CSR problems arise?
Firms in the civil law countries compared to those in the common law countries:
▪ Improved their food safety checks more relatively more in response to the 2008 Chinese milk scandal.
▪ Donated on average more money (relative to cash holdings) in response to the 2004 Indian Ocean earthquake.
▪ Strengthened pollution controls, invested more in green R&D in response to the Deepwater Horizon oil spill of 2010.
On the Foundations of
Corporate Social Responsibility
What were the conclusions of the reading?
▪ Law and finance literature, focused mostly on how legal rules affect investor rights as well as economic outcomes, has virtually ignored their effects on the welfare of other stakeholder (a firm should care about all stakeholders, not just shareholders).
▪ Due to their stakeholder-orientated perspective, civil law systems support CSR to a larger extent than common law regimes.
▪ So, why do companies bother doing good for the society? If you find yourself in the civil law system, you do not have a choice.
Active Ownership
What are ESG concerns?
Environmental, social and governance (ESG) concerns :
▪ Environmental engagements typically concern climate change, water issues.
▪ Social concerns - human rights, public health and labor standards.
▪ Governance - audit and control, executive compensation.
ESG activism in a firm advocates for the interest of a
broader range of stakeholders, not just shareholders.
