1、 外文翻译 原文 Ownership and Firm Value in Emerging Markets Material Source： http:/home.business.utah.edu/finkvl/LinsJFQA2003.pdf Author: Karl V. Lins Abstract This paper investigates whether management stock ownerahip and large non-managemcot blockholder share owneiship are related to firm value across a
2、 sample of 1433 firms from 18 emerging maikets. When a management groups control l i g exceed its cash flaw tights, I find that finn values are lower. I also find that large non-management control limits blockholdings are positively related to firm value. Both of these efects are significantly more
3、pronounced in countries with low shareholder protection. One interpretation of these results is that extemal shareholder protection mechanisms play a role in restraining managerial agency costs and that laige non-management blockholders can act as a paitial substitute for missing institutional gover
4、nance mechanistns. I. Introduction Recent research shows that large blockholders dominate the ownership structures of firms not domiciled in the U.S. or a few other developed countries (Shleifernd and Vishny (1997), La Porta, Lopez-de-Silanes, Shleifer, and Vishny (LLSV)(1998), La Porta, Lopez-de-Si
5、lanes, and Shleifer (1999), Claessens, Djankov, and Lang (2000), and Denis and McConnell (2003). This research suggests that such concentrated ownership coincides with a lack of investor protection because owners who are not protected from controllers will seek to protect themselves by becoming cont
6、rollers. When control has incremental value beyond any cash flow rights associated with equity ownership, shareholders will seek to obtain control rights that exceed cash flow rights in a given firm. Around the world, control in excess of proportional ownership is usually achieved through pyramid st
7、ructures in which one firm is controlled by another firm, which may itself be controlled by some other entity. The management group (and its family members) is usually the largest blockholder of a firm at the top of the pyramid and there is significant overlap between the top firms management group
8、and the managers of each firm down the line in the pyramid. Thus, the controlling managers at the top of a pyramid are generally able to exercise effective control of all the firms in the pyramid, while they bear relatively less of the cash flow consequences of exercising their control in each firm
9、down the line. Finally, irrespective of pyramiding, managers of a given firm sometimes issue and own shares with superior voting rights to achieve control rights that exceed their cash flow rights in the firm (Zingales (1994), Nenova(2003). Taken together, the net result is that a great number of fi
10、rms around the world have managers who possess control rights that exceed their cash flow rights in the firm, which, fundamentally, gives rise to potentially extreme managerial agency problems. The extent to which managerial agency problems affect firm value is likely to depend on several factors. I
11、f there are cash flow incentives that align managers interests with those of outside shareholders, this should raise firm values. Alternatively, if a management group is insulated firom outside shareholder demands,a situation often referred to as managerial entrenchment, managers choose to use their
12、 control to extract corporate resources; this consumption (or expected consumption) of the private benefits of control should reduce firm values. When managers have control in excess of their proportional ownership, the consumption of private control benefits is especially likely since this type of
13、ownership structure both reduces cash flow incentive alignment and increases the potential for managerial entrenchment Conversely, if managers act in the best interest of all shareholders, then firm values should not depend on managrial control rights.Finally, to the extent that managements control
14、rights are correlated with its cash flow rights, additional managerial control could result in higher firm values. Non-management blockholders might also impact firm value. If there are large non-management shareholders that have both the incentive to monitor managementand enough control to infiuenc
15、e management such that cash flow is increased,firm values should be higher because all equity holders share in this benefit of control. Of course, as with managers, large non-management blockholders might choose to use their power to extract corporate resources, which would reduce firm values. Final
16、ly, all of these factors are potentially even more important where extemal shareholder protection is the weakest.This paper tests the above hypotheses using a sample of 1433 firms from 18 emerging markets. Emerging markets provide an excellent laboratory to study the valuation effects of ownership s
17、tructure for several reasons. First pyramid ownership structures are prevalent across virtually all emerging markets. Second, emerging markets generally suffer from a lack of shareholder and creditor protection and have poorly developed legal systems (LLSV (1998). Finally, markets for corporate cont
18、rol (i.e., the takeover market) are generally underdeveloped in emerging markets(The Economist Intelligence Unit (1998). Overall, where extemal corporate governance is weak and managerial control often exceeds its proportional ownership, extreme managerial agency problems may arise because the priva
19、te benefits of control are large. Non-management blockholders may be especially beneficial to minority shareholders if they help fill the extemal governance void. LLSV (2002) and Claessens, Djankov, Fan, and Lang (2002) provide some evidence on the relation between firm value, as measured by Tbbins
20、Q, and ownership structure across different economies. Both papers focus exclusively on the ownership characteristics of a firms largest shareholder, which is usually, but not always, the management group and its family. These papers do not explicitly test how the relation between management/family
21、ownership and firm value co uld be affected by other blockhoklers that are not part of the management/family group.LLSV study the 20 largest firms in each of 27 wealthy economies and report that the cash flow rights held by the largest blockholder are positively related to firm value. They find no r
22、elation between Q and a separation in the control rights and cash flow rights held by the largest blockholder. Claessens et al. (2002) study a large set of firms from eight East Asian emerging economies and also find that the cash flow rights held by the largest blockholder are positively related to
23、 value.Additionally, they find that a difference in the control rights and cash flow rights held by the largest blockholder is negatively related to firm value. This paper builds on previous work relating ownership structure to finn value in several ways. First, in all of my sample firms, I explicit
24、ly account for the effect of management group (and its femily) ownership and whether there is a large nonmanagement blockholder present in the ownership structure. Since it is the management group that actually administers a firm, the reduction in value from potentially costly agency problems may be
25、 even worse when the management group has sufficient control to exploit minority shareholders and there is no large nonaffiliated blockholder to constrain it from doing so. Backman (1999) details many examples of listed emerging market firms engaging in sometimes egregious expropriation of minority
26、shareholders through related-party transactions.Second, because not every emerging market has identical extemal corporate governance features, I test whether any valuation effects associated with ownership structure are more pronounced when shareholder protections are the weakest.Finally, I expand c
27、onsiderably the number of less developed countries in which ownership and valuation are studied and use a broad cross section of firms from each. For all of my sample firms, I trace out ultimate ownership, which includes both directly and indirectly held control and cash flow rights. I enqiloy a bro
28、ad definition of management group ownership, consisting of a firms officers, directors, and top-level managers, as well as their family members. I find that management group blockholdings of control (i.e., voting) rights average 30% across my sample. I also group non-management blockholders into var
29、ious categories. Interestingly, I find that the control rights blockholdings of other shareholders not affiliated with management average almost 20%, which indicates that large non-management blockholders may play an important corporate governance role in emerging market firms. Managers and their fa
30、milies are the largest blockholder in two-thirds of sample firms, consistent with Claessens et al. (2002) and La Portaet al. (1999). I also find that managers make extensive use of pyramid ownership structures in all sample countries and that managers of Ladn American firms fiequently use shares wit
31、h superior voting rights to further increase the control rightsassodated with their cash flow rights. My valuation analysis contains three sets of tests. The first uses regression models to test the relation between Tbbins Q and managerial equity holdings, ignoring the effect of the holdings of non-
32、management blockholders. This approach facilitates direct comparison with LLSV (2002) and Claessens et al. (2002). When a management groups control rights exceed its cash fiow rights (because of pyramiding and/or superior voting equity), I find that firm values are lower. I also conduct tests using
33、breakpoints in the level of managerial control and find that managerial control between S% and 20% is negatively related to Q, consistent with the U.S. results of Morck, Shleifer, and Vishny (MSV) (1988). These results support tbe managerial entrenchment hypothesis and indicate that the costs of the
34、 private benefits of control are capitalized into share prices in emerging markets.Unlike LLSV (2002) and Claessens et al. (2002), I find no evidence that increases in managerial cash fiow rights affect Tbbins Q. My second set of tests provides new evidence that laige non-management blockholdeis can
35、 reduce the valuation discount associated with expected managerial agency problems in emeiging markets. I categorize firms based on whether the management group is the largest blockholder of control rights and find that management control in the 5% to 20% range is associated with a substantial reduc
36、tion in Q only when the managrement group is the largest blockholder of control rights. When a larger non-management blockholder is present, management control in the S% to 20% range does not affect firm value. Regressions also show that Q is positively related to the evel of non-management control
37、and to whether a non-management entity is the largest blockholder of control rights. In my third set of tests, I present evidence that the valuation impact of pyramid stiuctures and non-management blockholdings depends on the level of shareholder protection in a country.When managers have control ri
38、ghts that exceed their proportional ownership, firm values are significantly lower in countries with low shareholder protection. These findings suggest that external govemance mechanisms play a role in restraining managers who do not bear the full cash flow consequences of exercising their private b
39、enefits of control. I also find that the presence of laige non-management blockholders is more positively related to value in low protection countries. One interpretation of this result is that nonmanagement blockholders are a substitute for formal external governance mechanisms. The next section of
40、 the papa describes the sample selection process and the ownership variables used in the paper. Section UI discusses the methodology and describes the results. Section IV conducts tests of robustness and Section V concludes. Conclusion This paper investigates the relation between ownership structure
41、 and firm value across 1433 firms from 18 emerging markets. I depart from previous crosscountry research on ownership and valuation by explicitly examining management and family ownership across all of my sample firms and whether large nonmanagement blockholders provide monitoring. I also investigat
42、e whether the relation between ownership and value depends upon the level of external shareholder protection in a country. This paper contains several interesting results. First, I find that management group control in excess of its proportional ownership is negatively related to TobinsQ in emerging
43、 markets. Managerial control in the 5% to 20% range is also negatively related to Q. These results indicate that investors discount firms with potentially severe managerial agency problems resulting from misaligned incentives and managerial entrenchment. Second, I provide evidence that large nonmana
44、gement blockholders can mitigate the valuation discount associated with these expected agency problems. Managerial control in the 5% to 20% range is only associated with lower firm values when the management group is also the latgest blockholder. When a larger non-management blockholder is present,
45、managerial control in the 5% to 20% range does not affect firm value. Regressions also show that large non-management blockholdings are positively related to Tobins Q values. Next, I examine whether the relation between ownership and value depends on the level of shareholder protection in a countiy.
46、 When managers have control rights that exceed their proportional ownership, firm values are significantly lower in countries with low shareholder protection. I also find that the relation between large non-management blockholders and value is significantly more positive in low protection countries.
47、 These findings suggest that external shareholder protection mechanisms play a role in restraining managerial agency costs. They also indicate that large non-management blockholders may act as a substitute for missing institutional governance mechanisms. Interesting topics for future ownership struc
48、ture research include identifying the factors that drive the presence of large non-management blockholders and studying why Latin American firms use non-voting equity structures much more frequently than do other emerging market firms. 译文 新兴市场 领域， 股权结构与公司价值的 关系 资料来源 : http:/home.business.utah.edu/fi
49、nkvl/LinsJFQA2003.pdf 作者： Karl V. Lins 摘要 本人 通过对 1433 个 来自 8 个新兴市场 样本 公司的研究 ，探索 管理层持股和大型 非 管理层 股东 持股与 公司价值的关系 。 研究表明： 当 公司 管理组 层 控制权超过其 拥有的 现金流量权 时， 公司价值较低 ；大型非管理层持股会对公司价值产生积极的影响 。 以上两种情况 在 那些 股东权益不能 受到应有保护的国家极易发生 。其中一个 原因是 外部股东的保护机制 在 抑制管理 层 代理成本 中 发挥 了 作用，而大型非管理大股东可以 替代 缺位的 机构治理机制 发挥作用 。 引言 最近研究表明，大股东控制着大量 在美国或其他发达国家 以外注册 的公司的 股 东结构 (Shleifernd & Vishny(1997), LaPorta ,Lopez-de-Silanes , Shleifer, Vishny(LLSV)(1998), LaPorta, Lopez-de-Silanes, Shleifer(1999),Claessens,Djankov, and Lang (2000)， Denis and McConnell (
