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PurposeThe purpose of this study is to investigate the effect of audit fees, auditors' quality and board ownership on tax aggressiveness in Thailand.Design/methodology/approachThe sample of this study is based on 215 firm-year observations of SET-100 listed companies in Thailand during the 2010–2018 periods. This study employs a panel least square regression with period fixed effects. The study retrieved the corporate governance variables from the downloaded annual reports, whilst the remaining data were collected from the EMIS database.FindingsThis study provides evidence that audit fees reduce tax aggressiveness and board ownership enhance tax aggressiveness among the firms. Nonaudit services provided by auditors impair auditors' independence and lead to higher tax aggressiveness. The result supports the agency theory, which explains that managers and blockholders may enjoy private benefits of control at the expense of other shareholders in the absence of market control. Thus, firms need good governance practices such as incentives paid for the effort of auditors and nonaudit services monitoring to curb such exploitation.Research limitations/implicationsThe results provide implications to the firms and regulators that incentives to the monitoring parties such as auditors can reduce tax aggressiveness among the firms. Nevertheless, higher ownership given to boards as incentives may lead to concentrated ownership and thus lead to the type 2 agency problem, which is between majority and minority shareholders. The result also provides caution to the regulators to monitor the nonaudit services provided by the auditors as it might impair their independence and compromise the tax paid to IRB.Originality/valueThis study is pioneer research discussing tax avoidance in Thailand. The Thai Government has been noticing that tax avoidance is being performed in the country, but academic discussion on this topic had never been elaborated.

In a period of uncertainty about economic development, it is particularly important to maintain corporate sustainable growth in order to deal with the risk management challenge of sustainability. Private benefits of control in corporate governance play a crucial role in ensuring corporate financial sustainability to face the risk. The existing literature about private benefits of control mainly focuses on the assumption of absolute control by the ultimate controller, ignoring the influence of subsidiaries. This paper constructs a model of private benefits, based on a framework of the interaction of ultimate controllers and subsidiaries, and investigates how subsidiaries influence the ultimate controller’s expropriation. The model has proposed that: Subsidiary’s self-interest demand can prevent the ultimate controller’s private benefits; the autonomy owned by the subsidiary can be used to allocate resources, inhibiting the private benefits of control to some extent. Further research has found that when the proportion of funds that can be arranged by the subsidiary’s autonomy can meet the proportion of funds required for the subsidiary’s self-interest demand, as the subsidiary’s self-interest demand increases, the ultimate controller’s expropriation is reduced. This paper reveals the internal mechanism that private benefits of control are jointly determined by the ultimate controller and the subsidiary, expands the research on the decision mechanism of private benefits and provides new ideas for understanding the expropriation of the ultimate controller. Additionally, the solution to this problem can provide help and inspiration for risk management challenges for the sustainability of the corporate, as well as provide reference significance for economic sustainability.

Prior studies find that insiders facing pledging risks pass up risky projects to preserve their private benefits of control. However, we find that firms with controlling shareholders’ share pledges...

Purpose The agency theory predicts that there are conflict of interests between managers and shareholders over free cash flow and major operating decisions. Earnings management can help managers hide and retain their private benefits of control. Given that, the purpose of this study is to investigate whether financial leverage reduces agency and information problems caused by earnings management. Design/methodology/approach The research uses a sample of annual data of 200 firms listed on the Tehran Stock Exchange during 2002-2016. The data required is obtained from the Rahavard Novin database. The research uses multivariate regression models that regress financial leverage on earnings management proxies and other determinants of capital structure. Findings The research documents that firms with higher income smoothing and the absolute value of discretionary accruals, as the proxies for earnings management, have higher financial leverage. The results suggest that a higher level of financial leverage can discipline managers and generate useful information about firm quality. Originality/value The study highlights the informational and disciplining role of debt in the presence of severe uncertainty about firm quality in a developing country.

Corporate insiders frequently borrow from lending institutions and pledge their personal equity as collateral for the loan. This borrowing, or pledging, potentially affects shareholder risk through changing managerial incentives or contingency risk. Using an exogenous shock to lending supply, we document a significant increase in risk arising from pledging. Difference-in-differences regressions indicate that insider pledging corresponds with a 16.5% relative increase in risk despite unchanged firm fundamentals. The empirical analysis supports contingency risk in linking pledging to volatility. Overall, our findings suggest that pledging allows influential insiders to extract private benefits of control at the expense of outside shareholders.

Prior studies indicate that controlling shareholders’ private benefits are linked to the value of voting rights. We estimate this value in terms of two events known to increase the private benefits...

This paper investigates the effect of the largest controlling shareholders on firm productive efficiency. Using a sample of French listed firms, we employ parametric (linear regression), semi-parametric (Olley and Pakes) and non-parametric (Data Envelopment Analysis) approaches to estimate productive efficiency. We find a negative association between the excess control rights of dominant owners and firm productive efficiency, indicating that their private benefits of control prevent them from favoring productive projects. Our findings withstood several sensitivity and endogeneity tests. Additional analysis shows that multiple large shareholders, beyond the controlling owner, play a governance role that neutralizes the effect of excess control on productive efficiency.

We study a widespread yet under-explored corporate governance phenomenon: the pledging of company stock by insiders as collateral for personal bank loans. Utilizing a regulatory change that exogenously decreases pledging, we document a negative causal impact of pledging on shareholder wealth. We study two channels that could explain this effect. First, we find that margin calls triggered by severe price falls exacerbate the crash risk of pledging firms. Second, since margin calls may cause insiders to suffer personal liquidity shocks or to forgo private benefits of control, we hypothesize and find that pledging is associated with reduced firm risk-taking.Received March 2, 2017; editorial decision January 24, 2019 by Editor David Denis. Authors have furnished an Internet Appendix, which is available on the Oxford University Press Web site next to the link to the final published paper online.

The reformulated duty of loyalty now found in s 172 of the Companies Act 2006 has been seen as imprecise or an ambiguous development for directors’ duties. It has generated debate about what is the best reading of the duty, the most fundamental aspect of which is whether this behavioural standard obliges a narrow focus on financial capital or a broader notion of well-being and inclusiveness amongst nonshareholder interests. This article argues that the law as a privileged and constitutive way of society-making can only be understood within a broader conceptual framework rather than the more traditional expository analysis of law. The context in which such an analysis takes place is that of the anti-collectivist, marketbased political project of neoliberalsm. When viewed through this explanatory lens, we see very clearly that English legal doctrine codifies an embedded relationship between managers and shareholders. In doing so, the article shows that the extraction of private benefits of control by shareholders is not an inevitable occurrence, but a decades-long, human-created and contingent phenomenon. While non-shareholder interests are introduced into the duty, this precatory element is merely a potential source of legitimacy to the ideology of the company as a private, exclusively shareholder-oriented enterprise.

We examine the impact of corporate governance laws on the private benefits of control, using the enactment of the Sarbanes-Oxley Act of 2002 (SOX) as a natural quasi experiment. We find a l...

textabstractWe argue that state ownership is a crucial policy instrument for alleviating what is perhaps the most important principal-principal (PP) agency problem around the globe: private benefits of control (PBC). Our results illustrate that states reduce PBC in the companies in which they acquire controlling ownership positions. We also examine how legal and political institutions influence the extent to which states accomplish this goal. Anti-self-dealing legal regulations make states more effective in their efforts to constrain PBC, while political constraints make them less effective. Regimes with high state capacity appear not to prioritize PBC reduction. We test and corroborate these ideas in a sample of 1,354 control transactions across 54 countries.

International audience; In this paper, we investigate the impact of ownership structure's characteristics on the probability of initial controlling shareholder's (ICS) control dilution from a firm's listing year to the five-year post-initial public offering (post-IPO) in the French context. We test in particular the effect of private benefits of control and family ownership and control concentration on control dilution. Using a sample of 165 French IPO firms over the period 1999-2010, we provide evidence that: (i) The probability of ICS's control dilution decreases with high private benefits of control. (ii) A family ICS is less likely to experience control dilution than a non-family one. (iii) The probability of control dilution increases when the firm has a concentrated ownership. Therefore, agency problems and diversification are strong motivations for control dilution post-IPO. Our findings are robust even after using alternative control level and after running logit regression.

Dual-class shares have become one of the most controversial issues in today’s capital markets and corporate governance debates. In the past years, academics, regulators, policymakers and stock exchanges from all over the world have been discussing whether companies should be allowed to go public with dual-class shares and, if so, which restrictions should be imposed. After analysing the regulatory approach to dual-class shares existing in several jurisdictions around the world, this article shows that countries seem to have adopted three primary models to deal with dual-class share structures: (i) the imposition of bans traditionally existing in the United Kingdom, Australia and several jurisdictions in Asia, Europe and Latin America; (ii) the permissive model allowing dual-class structures without any significant restrictions, as it happens in the United States, Sweden, and the Netherlands; and (iii) the restrictive approach implemented in Singapore, Hong Kong, Canada, India and Mainland China. It will be argued that, despite the global nature of the debate on dual-class shares, regulators should be careful when analysing foreign studies and approaches since the optimal regulatory model to deal with dual-class shares depends on a variety of local factors. Namely, this article argues that, in countries with sophisticated markets and regulators, strong legal protection for minority investors, and low private benefits of control, regulators should allow companies to go public with dual-class shares with no restrictions or minor regulatory intervention. By contrast, in countries without sophisticated markets and regulators, high private benefits of control, and weak legal protection for minority investors, dual-class shares should be prohibited or subject to higher restrictions. Finally, intermediate solutions should be adopted for countries with mixed features. Therefore, the key question to be addressed from a policy perspective is not whether companies should be allowed to go public with dual-class shares, as many authors and regulators have been discussing in the past years, but whether dual-class class shares should be allowed and, if so, under which conditions, taking into account the particular features of a country.

Research Question/Issue: This study seeks to extend agency theory in the context of tunneling by exploring how different owner types seek private benefits of control. Specifically, we examine how information asymmetries and board representation create different pressures for tunneling for state‐owned, business group‐owned, and family‐owned firms. We tested our hypotheses with a meta‐analytic structural equation model. Research Findings/Insights: Our findings show that the relationship between ownership and tunneling differs across owner types in terms of both directionality and magnitude. Our study offers a substantial theoretical contribution to the principal–principal problem literature by theorizing and testing variations of the problem among owners. Our study also advances our understanding of the role of ownership in firms. Theoretical/Academic Implications: Our findings have important theory‐building implications for the principal–principal literature. Controlling shareholders have been linked to performance outcomes or to tunneling in general, yet little is known about their comparative propensity to engage in tunneling. Our results, however, highlight that the propensity to engage in tunneling varies substantially among controlling shareholders. Furthermore, in the robustness checks, we disconfirm some of the assumptions of the principal–principal literature. This study demonstrates the need to theorize about specific types of ownership and reassess the core arguments of principal–principal theory. Practitioner/Policy Implications: This study offers insights for policymakers interested in mitigating the risk of minority shareholders being expropriated by the controlling shareholder. As the key driver of tunneling appears to be access to private information and knowledge of the firm, we offer recommendations on what policymakers can do to minimize the asymmetry of information.

We evaluate the role of insider ownership in shaping banks’ equity issuances in response to the global financial crisis. We construct a unique dataset on the ownership structure of U.S. banks and their equity issuances and discover that greater insider ownership leads to less equity issuances. Several tests are consistent with the view that bank insiders are reluctant to reduce their private benefits of control by diluting their ownership through equity issuances. Given the connection between bank equity and lending, the results stress that ownership structure can shape the resilience of banks—and hence the entire economy—to aggregate shocks. Institutional subscribers to the NBER working paper series, and residents of developing countries may download this paper without additional charge at www.nber.org.

Earlier studies show that an increase in compliance costs following investor protection reforms induces public firms to delist from stock exchanges. Using a difference-in-differences approach, I show in this paper that a decrease in the private benefits of control following investor protection reforms may also make listing less attractive for the controlling shareholders and induces them to take the firms private. Specifically, following extensive investor protection reforms at the country level in Israel, firms with inferior standards of corporate governance, pre-reform, were more likely to go private post-reform. Moreover, my results support the conjecture that by restricting controlling shareholders from using a senior executive position as a platform for tunneling, the reforms reduced their incentive to keep their firms public.

Canada is an interesting laboratory to study the law governing related party transactions because of the distinctive features of its capital markets and its regulatory landscape. The ownership structure of Canadian corporations resemble more closely those of continental Europe and South East Asia than those of the United States. Further, deviation from the one share/one vote rule is widespread. Thus, the primary corporate governance problem relates to the risk that dominant shareholders extract private benefits of control at the expense of the corporation and its public shareholders. As for regulation, publicly-traded corporations are subject to provincial corporation and securities laws, which are largely harmonized at the national level. The paper reviews the law governing RPT in Canada, which is the product of corporate law and securities regulation. Although they are not prohibited, conflict of interest transactions are regulated by an intricate set of ex ante rules and ex post standards of review that impose procedural and substantive requirements. Specifically, the paper shows that the following fundamental questions lead to many answers: 1) Who is charged with the screening of RTP?; 2) How does the screening work?; 3) When does it operate? Against this backdrop, the paper analyses the role of procedural safeguards and substantive review by looking at two conflicting cases regarding the impact of majority of the minority approval. It also presents data on the use of majority of the minority approval by reviewing 79 transactions between 2013 and 2018 where this procedural safeguard was mandated. The anecdotal and empirical discussion serves to put majority of the minority approval in perspective with respect to its protective function. The analysis closes with a discussion of a recent initiative on the part of Canadian securities regulators, which translates into a heightened involvement in the review and oversight of conflict of interest transactions. On the one hand, this initiative may buttress the effectiveness of majority of the minority approval by reinforcing the procedural safeguards. On the other hand, it may have unintended effects on the protection of minority shareholders.

Venture capital (VC) investors have been criticized for lax monitoring and for be- ing too “founder-friendly.” We identify an overlooked benefit of such behavior: entrepreneurs lie less to friendly VCs. The entrepreneur is privately informed about project success, enjoys private benefits of control, and recommends a project to the VC. The VC chooses the project and can intervene in the interim. The equilibrium features a “monitoring trap”: possible intervention leads the entrepreneur to lie, which prompts further intervention. However, both are better off if the VC commits to intervene less. We characterize implications for information acquisition, control rights, outside directors, and stage financing.

By using detailed ownership data from Sweden, we investigate the factors associated with corporate investment decisions in family firms compared to nonfamily firms. We find that the family owner's portfolio diversification level is to some extent, and the use of dual-class share mechanism by the family owner is strongly, associated with reduced corporate investment. We further demonstrate where entrenched family owners, holding dual-class shares, canalize their firm free cash flows to: they prefer to distribute it as dividends with catering motivations. They opt to pay higher dividends over increasing corporate investment, which indicates some evidence of private benefits of control.

We propose a contingent clawback bond (COCLA) as an alternative source of contingent convertible capital (CoCo). We develop a utility maximization model in which a bank manager faces the following two trade-offs: one trade-off is between the private benefits of control and costs of financial distress when loans under-perform, and the other is between the costs and benefits of screening loan credit quality (effort). In our model, the supply of loans, amount of junior debt issued, level of effort exerted by a manager, and manager's decision to exercise the clawback option are endogenously determined in the maximization of the manager's utility function. We find that the manager optimally exercises the clawback following a low realization of cash flows, thereby solving the trigger problem presented in CoCos. In the model, the debt to equity conversion from the COCLA is an endogenous decision, the regulatory capital adequacy ratio (CAR) is satisfied, and the bank does not face distress costs. From a practical perspective, the conversion rate for the COCLA that jointly maximizes the manager's expected utility and stock holders’ pay offs is around 25%, a rate close to the typical percentage (30%–35%) that is often found in initial public offering clawback (IPOC) contracts used in the corporate world.

Globally many regulators adopted a rules-based approach to independent director appointments stipulating ‘independence’ criteria. This paper investigates whether partitioning a regulatory compliant sample of independent director appointments by prior affiliation to the board influences the relationship between ownership and control rights, and performance. We report a significant positive relationship between board independence and controlling shareholders' cash-flow rights for firms where the appointee had prior affiliation to the board, but no performance improvement. Firms where the regulatory compliant independent directors had no prior-affiliation to the board experienced significant improvement in firms' next period Return-on-Assets. Appointing affiliated directors is indicative diminished board quality, which is consistent with the empirical evidence that controlling shareholders determine board quality to accommodate tunneling to extract the private benefits of control to compensate for significant additional costs associated with concentrated ownership (Yeh and Woidtke, 2005; Luo et al., 2012; Liu et al., 2015). The positive association between performance and unaffiliated independent directors suggests a desire to introduce expertise to receive benefits via improved firm performance which is consistent with the literature, mostly from studies of emerging markets, reporting a causal link from independent directors to firm performance (Choi et al., 2007; Dahya et al. 2008; Liu et al., 2015).

Purpose The purpose of this paper is to investigate the effect of the control-ownership wedge of controlling shareholders (excess control) on the survival of French initial public offerings (IPOs). Design/methodology/approach This paper studies a large sample of 434 French IPOs. The empirical analysis uses the Cox proportional hazard and accelerated-failure-time models. Data are manually gathered from IPO prospectuses. Findings The findings support a positive relation between the control-ownership wedge and IPO survival time, indicating that survival is more likely in firms with high excess control levels. This result is consistent with the view that controlling shareholders with a large control-ownership wedge have incentives to preserve their private benefits of control by increasing firm survival chances. The findings also show that older IPOs are more likely to survive, while riskier and underpriced IPOs are more likely to delist. Practical implications The results provide a better understanding of the role of excess control in IPO survival. They also enrich the debate on the efficiency of the one-share-one-vote rule. Originality/value The research provides new insights into the role of agency conflicts in IPO survivability. In particular, it explores the effect of dominant shareholders with a control-ownership wedge on survival time.

This paper investigates whether or not private benefits of control by managers and large shareholders influence the financing cost of firms. Evidence shows that lending banks demand a significantly higher loan spread, higher fees, shorter loan maturity, smaller loan size, stricter covenants, and greater collateral on firms with greater private benefits of control. Results are stronger for firms with weak corporate governance quality, supporting the agency cost viewpoint. Such evidence implies that banks consider higher private benefits of control as a type of agency problem when they make lending decisions.

Purpose The purpose of this paper is to examine how family firms affect analyst forecast dispersion, accuracy and optimism and how earnings smoothness as the moderating factor, affects these relationships in an emerging market context. Design/methodology/approach This paper uses the population sample of firms listed on the Taiwan Stock Exchange from 2009 to 2010 as the research sample, which includes 963 firm-year observations. Findings The findings show that analysts following family firms are more likely to have more dispersed, less accurate and more optimism biased forecasts than those following nonfamily firms. Earning smoothness is mainly used by nonfamily firms as a signaling strategy to improve analyst forecast quality. In contrast, earnings smoothness is mainly used by families as a garbling strategy, stimulating forecast optimism. Only earnings smoothness in family firms with a high level of family ownership concentration is likely to be signaling-oriented to improve analyst forecast accuracy and mitigate analyst optimism biases. Originality/value Emerging markets are not only featured by prevailing principal-principal conflicts but also have multiple levels of agency conflicts among large shareholders, minority shareholders and professionally hired managers. This research reveals the multiple governance roles of family owners in affecting analyst forecast quality, including their entrenchment role in extracting private benefits of control through opaque environments and market discipline distortion role in aligning interests between managers and families without prioritizing meeting or beating analyst forecasts, both at the cost of minority shareholders. This research further disentangles the intertwined signaling oriented and garbiling oriented incentives associated with earnings smoothness under family governance.