Strong Managers and Passive Institutional Investors in the UK: Stylized Facts

The first striking feature is that ownership of the average UK company is diffuse: a coalition of at least eight shareholders is required to reach an absolute majority of voting rights. Even though the average firm has a dispersed ownership, the reader should bear in mind that there are about ten per cent of firms where the founder or his heirs are holding more than 30 per cent. The ownership structure is also shaped by regulation; the mandatory takeover threshold of 30%, for example, has an important impact on the ownership structure. In about 4% of sample companies, corporate shareholders hold just under 30 per cent of the shares. Second, institutional investors are the most important category of shareholders. However, they tend to follow passive strategies and often do not exercise the votes attached to their shares. Third, the passive stance adopted by institutions increases the already significant power of directors, who are the second most important category of shareholders. Franks, Mayer and Renneboog (1998) show that when directors own substantial shareholdings, they use their voting power to entrench their positions and they can impede monitoring actions taken by other shareholders to restructure the board, even in the wake of poor corporate performance. Fourth, there is an important market for share stakes and share stakes do not tend to be dispersed. Fifth, some of the characteristics of the British system of corporate governance, such as the proxy voting and the one-tier board structure, further strengthen the discretionary power of directors. Therefore, the main agency conflict emerging from the diffuse ownership structure is the potential expropriation of shareholders by the management.Corporate governance;capital and ownership structure

Investment Policy, Internal Financing and ownership Concentration in the UK

This paper investigates whether investment spending of firms is sensitive to the availability of internal funds.Imperfect capital markets create a hierarchy for the different sources of funds such that investment and financial decisions are not independent.The relation between corporate investment and free cash flow is investigated using the Bond and Meghir (1994a) Euler-equation model for a panel of 240 companies listed on the London Stock Exchange over a 6 year period. This method allows for a direct test of the first-order condition of an intertemporal maximisation problem.It does not require the use of Tobin s q, which is subject to mis-measurement problems.Apart from past investment levels and generated cash flow, the model also includes a leverage factor which captures potential bankruptcy costs and the tax advantages of debt.More importantly, we investigate whether ownership concentration by class of shareholder creates or mitigates liquidity constraints.Control is expected to influence the investment financing relation for two reasons.First, due to asymmetric information, the link between liquidity and investment could be a symptom of underinvestment.Firms pass up some projects with positive net present values because of the inflated cost of external funds.Second, from an agency perspective, external funds may not be too expensive but internal funds (free cash flow) may be too inexpensive from the manager s perspective.Whereas high insider ownership concentration reduces the liquidity constraints induced by agency costs, high insider shareholding concentration increases the liquidity constraints in the case of asymmetric information.It is expected that the induced liquidity constraints due to insider ownership is substantially reduced when outside investors control a substantial share stake and have therefore an increased propensity to monitor management.When industrial companies control large shareholdings, there is evidence of increased overinvestment.This relation is strong when the relative voting power (measured by the Shapley values) of the combined equity stakes of families and industrial companies and the Herfindahl index of industrial ownership are high.This suggests that a small coalition of industrial companies is able to influence investment spending.In contrast, large institutional holdings reduce the positive link between investment spending and cash flow relation and hence suboptimal investing.Whereas there is no evidence of over- or underinvesting at low levels of insider shareholding, a high concentration of control in the hands of executive directors creates a positive investment-cash flow relation.corporate governance;investment;corporate ownership;corporate control;liquidity constraints

Shareholder Wealth Effects of European Domestic and Cross-Border Takeover Bids

In this paper, we analyse the short-term wealth effects of large (intra)European takeover bids.We find large announcement effects of 9% for target firms and a cumulative abnormal return that includes the price run-up over the two-month period prior to the announcement date of 23%.However, the share price of the bidding firms reacts positively with a statistically significant announcement effect of only 0.7%.We also show that the status of a takeover bid has a large impact on the short-term wealth effects of target's and bidder's shareholders, with hostile acquisitions triggering substantially larger price reactions than friendly mergers and acquisitions.When a UK target or bidder is involved, the abnormal returns are almost twice as high as bids involving both a Continental European target and bidder.We also find strong evidence that cash offers trigger much larger share price reactions than all-equity offers or combined bids consisting of cash, equity and loan notes.A high market-to-book ratio of the target leads to a higher bid premium, but triggers a negative price reaction for the bidding firm.Also, our results suggest that bidding firms should not diversify by acquiring target firms that do not match their core business.Surprisingly, domestic bids create larger short-term wealth effects than cross-border mergers and acquisitions.This results remains valid after controlling for the characteristics of the bid and the target firm.We also find that the premiums paid depend on the location of the target.The country dummies we use proxy for institutional differences, such as different corporate governance regimes (ownership concentration, takeover regulation, protection of shareholder rights, and informational transparency). After controlling for the status of the bid (i.e. the higher frequency of hostile acquisitions in the UK), for means of payment, and financial characteristics of the target, we find substantially higher wealth effects for UK targets.This is also the case (but to a much smaller extent) for German, Austrian and Swiss firms but not for targets in France, the Benelux countries and Southern Europe.In addition, we investigate whether the predominant reason for mergers and acquisitions is synergies, agency problems or managerial hubris. We find a significant positive correlation between the gains for the target shareholder and the total gains from the merger as well as between the gains for the target and those for the bidder.This suggests that synergies are the prime motivation for bids and that targets and bidders tend to share the resulting wealth gains.mergers;corporate control;wealth

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

Corporate Governance Convergence: Evidence from Takeover Regulation Reforms in Europe

This paper contributes to the research on corporate governance by predicting the effects of European takeover regulation.In particular, we investigate whether the recent reforms of takeover regulation in Europe are leading to a harmonization of the national legislations.With the help of 150 corporate governance lawyers from 30 European countries, we collected the main changes in takeover regulation.We assess whether a process of convergence towards the Anglo-(American) corporate governance system has been started and we find that this is the case.We make predictions as to the consequences of the reforms for the ownership and control.However, we find that, while in some countries the adoption of a unified takeover code may result in dispersed ownership, in others it may further consolidate the blockholder-based system.takeover regulation;mergers and acquisitions;corporate governance;ownership and control;governance regulation;convergence

Do UK Institutional Shareholders Monitor their Investee Firms?

As institutional investors are the largest shareholders in most listed UK firms, one expects them to monitor the firms they invest in. However, there is mounting empirical evidence which suggests that they do not perform any monitoring. This paper provides a new test on whether UK institutional investors engage in monitoring. The test consists of an event study on directors’ trades. If institutional shareholders act as monitors, their monitoring activities convey new information about a firm’s future value to other outside shareholders and reduce the informational asymmetry between the managers and the market. As a result, directors’ trades convey less information to the market, and the stock price reaction is weaker. However, our results show that institutional shareholders do not have any significant impact on the stock price reaction which stands in marked contrast with the impact that families, individuals and other firms have on stock prices.Insider trading;institutional investor monitoring;shareholder activism;corporate governance;ownership and control

Fonctions de la lutte des classes dans Les Misérables

Victor Hugo's socialism is characterized, from the 1830s onwards, by a holistic vision of the people. It comes as no surprise, then, that the concept of class struggle is not one he relies on to define his vision of social progress. In Les Misérables, however, Hugo shows an acute awareness of the conflicts permeating French society, especially since 1848; he engages with the concept of class, notably in his description of the barricades, and in so doing enters into dialogue with Marx's own interpretation of class struggles in France. Th is paper analyses to what extent Hugo incorporates social confl icts in his own social messianism; it also demonstrates that class struggle acts asan important fi ctional catalyst, contributing to the narrative construction of the elusivefi gure of the misérable. (In French)