Contractual Corporate Governance

Companies have the choice to deviate from their national corporate governance standards by opting into another system. They can do so via contractual devices – such as cross-border mergers and acquisitions, (re)incorporations, and cross-listings – which enable firms to choose their preferred level of investor protection and regulation. This paper reviews these three main contractual governance devices, their effect on value, and whether their adoption by firms induces a race to the bottom or a race to the top. Indeed, firms may opt for less shareholder-orientation or investor protection (shareholder-expropriation hypothesis) rather than for more stringent rules that require firms to focus on shareholder value (bonding hypothesis).Contractual corporate governance;corporate governance regulation;cross-border mergers and acquisitions;cross-listings;reincorporations;shareholder protection;creditor protection;spillover effects

Vertical separation of the energy-distribution industry; an assessment of several options for unbundling

The Dutch Minister of Economic Affairs has proposed to replace the currently implemented structure of legal unbundling of the energy distribution industry by ownership unbundling. In this study we analyse the costs and benefits of this proposal. We compare the proposal�to the current situation and to two alternative options that strengthen legal unbundling. We identify four mutually-related categories of benefits: better performance of networks, more efficient regulation, improved effectiveness of competition, and benefits of privatisation; and three categories of costs: one-off transaction costs, loss of economies of scope and the risk of less investment in generation. The analysis highlights that the benefits depend on the future development in small-scale generation and on allocation of the management of transmission networks. Mainly because of the uncertainty about the future role of small-scale generation and the uncertainty about the magnitude of the one-off transaction costs related to cross-border leases, the net welfare effect of ownership unbundling at the distribution level is ambiguous. We identify an alternative route for achieving some of the benefits considered.

The European M&A industry: Trends, patterns and shortcomings

This paper provides a comprehensive overview of the process of European mergers and acquisitions. We characterize the main features of M&A activity in Europe in the period 2001-2007. We review the process of M&A regulatory integration and patterns of activity. Most European M&As still take place among domestic firms, although cross-border transactions are larger in value and have been slightly increasing, especially in regulated industries. Transactions are likely to be friendly, partially negotiated via public tender offers and private deals, and paid in cash, especially for smaller deals. Competing bids are still fairly rare and less likely to be completed. Target shareholders obtain an average premium of around 20% and this premium is slightly declining with deal size. Regulatory differences are large, particularly in the application of takeover regulations, and uncertainty persists in the predictability of the national regulatory agencies.European cross-border; domestic merger; acquisitions; M&A trends;

The performance implications of outward foreign direct investment for Chinese firms

The internationalisation of Chinese firms has attracted attention worldwide although most of Chinese MNEs are still in their early stage of internationalisation. Chinese firms internationalisation has unique characteristics due to their home country s unique political environment, culture and economic structure. This thesis aims to investigate the implications of both of short-term stock market performance and long-term operating performance of outward foreign direct investment (OFDI) by Chinese firms. Drawing on signalling theory and the institution-based view, the thesis firstly examines the extent of stock market reactions to the announcement of cross-border merger and acquisition (M&A) deals from a financial perspective, based on an event study of a sample of Chinese firms during the period 2000-2012. The findings indicate that Chinese firms cross-border M&As result in a positive stock market reaction. The shareholders of Chinese firms that acquire a target firm in a host country with a low level of political risk gain higher cumulative abnormal returns than those firms targeting companies in countries with a high level of political risk. However, the shareholders of Chinese state-owned enterprises experience lower abnormal returns compared with those of Chinese privately owned firms when engaging in cross-border M&A deals. The thesis further examines the impact of M&As on Chinese firms post-acquisition operating performance by integrating organisational learning theory with the institution-based view. The findings indicate that firms with serial cross-border M&As achieve better performance than those engaged in first-time cross-border M&As, and those with horizontal M&As perform better than those carrying out vertical M&As. The positive effects of acquisition experience and horizontal acquisitions on the post-acquisition performance of Chinese acquiring firms are reinforced by the institutional quality and language similarity of host countries. Finally, this thesis investigates from a management perspective how Chinese MNEs adopt different management strategies (e.g. expatriates and subsidiary autonomy) to respond to environmental challenges and improve the performance of overseas subsidiaries. Drawing on the resource dependence theory, this thesis examines the indirect effects of expatriates on subsidiary performance via subsidiary autonomy based on a survey sample of Chinese MNEs. The findings show that an increase in expatriates reduces the level of subsidiary autonomy and thus negatively affects subsidiary performance. This study also finds that the institutional quality of host countries reinforces the negative impact of expatriates on subsidiary autonomy, but reduces the importance of the latter on subsidiary performance

Who should make corporate law? : EC legislation versus regulatory competition

This paper makes a case for the future development of European corporate law through regulatory competition rather than EC legislation. It is for the first time becoming legally possible for firms within the EU to select the national company law that they wish to govern their activities. A significant number of firms can be expected to exercise this freedom, and national legislatures can be expected to respond by seeking to make their company laws more attractive to firms. Whilst the UK is likely to be the single most successful jurisdiction in attracting firms, the presence of different models of corporate governance within Europe make it quite possible that competition will result in specialisation rather than convergence, and that no Member State will come to dominate as Delaware has done in the US. Procedural safeguards in the legal framework will direct the selection of laws which increase social welfare, as opposed simply to the welfare of those making the choice. Given that European legislators cannot be sure of the ‘optimal’ model for company law, the future of European company law-making would better be left with Member States than take the form of harmonized legislation

Financial globalization, governance, and the evolution of the home bias

Standard portfolio theories of the home bias are disconnected from corporate finance theories of insider ownership. We merge the two into what we call the optimal ownership theory of the home bias. The theory has the following components. In countries with poor governance, it is optimal for insiders to own large stakes in corporations and for large shareholders to monitor insiders. Foreign portfolio investors will exhibit a large home bias against such countries because their investment is limited by the shares held by insiders (the "direct effect" of poor governance) and domestic monitoring shareholders ("the indirect effect").> ; Foreigners can also enter as foreign direct investors; if they are from countries with good governance, they have a comparative advantage as insider monitors in countries with poor governance, so that the relative importance of foreign direct investment in total foreign equity investment is negatively related to the quality of governance. Using two datasets, we find strong evidence that the theory can help explain the evolution of the home bias. Using country-level U.S. data, we find that on average the home bias of U.S. investors towards the 46 countries with the largest equity markets did not fall over the past decade, but it decreased the most towards countries in which the ownership by corporate insiders decreased, and the importance of foreign direct investment fell in countries in which ownership by corporate insiders fell. Using firm-level data for Korea, we find evidence of the additional indirect effect of poor governance on portfolio equity investment by foreign investors.Investments, Foreign ; Globalization

Formula Apportionment in the European Union: A Dream Come True or the EU’s Worst Nightmare?

The European Commission recently endorsed a future company tax policy that would allow companies to consolidate their tax bases and apportion the income across the EU using an allocation mechanism. This policy would replace the separate accounting method with formula apportionment of EU group profits as the main method of taxing multinational companies in the European Union. However, many details of the approaches remain to be presented, and these details may turn what appears to be a simple solution into an extremely complex one. This paper explores some technical details that arise in adopting formula apportionment in the European Union.

Corporate Governance, Competetion, The new International Financial Architecture and Large Corporations in Emerging Markets

This paper examines from the developing countries perspective important analytical and policy issues arising from: a) the current international discussions about corporate governance in relation to the New International Financial Architecture; b) changes in the international competitive environment being caused by the enormous international merger movement in advanced countries. The background to a) above is the emergence of corporate governance as a key issue in the current G7 proposals for the New International Financial Architecture. The G7 emphasis on corporate governance can be traced back to the thesis that the ‘deeper’ reasons for the Asian crisis lay in the microeconomic behaviour of corporations and businesses in the affected countries. The failings of the corporate governance mechanisms and distortions in the competitive process have received special scrutiny in such analyses. With respect to b) above, the context is that the largest corporations in advanced countries are currently in the process of potentially cartelising the world market place through a spate of cross-border mergers and take-overs. This huge merger movement raises serious policy concerns for developing countries. The paper's main conclusions are: 1. The thesis that the deeper causes of the Asian crisis were the flawed systems of corporate governance and a poor competitive environment in the affected countries is not supported by evidence. 2. The Anglo-Saxon model of widely held corporations with dispersed share ownership is by far the exception in developing countries and in much of continental Europe. Empirical evidence suggests that emerging markets, as well as European countries such as Italy, Sweden or Germany have successful records of fast long-term growth with different governance systems, indeed superior to those of Anglo-Saxon countries. 3. Empirical evidence does not support the view that the Asian crisis 1997 to 1999 was caused by crony capitalism. 4. Corporate financing patterns in emerging markets in the 1990s were broadly similar to those observed in the 1980s. Unlike their counterparts in advanced countries, large developing countries firms continued to rely overwhelmingly on external sources to finance their growth of total assets. 5. The analysis of this paper does not support the claim that developing country conglomerates are inefficient, financially precarious and necessarily create moral hazard. It also indicates that contrary to widely held beliefs, product market competition in emerging countries is no less intense than in advanced economies. Acknowledgements Please do not quote without permission from the authors. Comments are most welcome.Competition; Corporate Governance; Emerging Markets