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Abstract:
We regress leverage on an index of corporate exposure to expropriation by the controlling shareholder - the ratio of his ownership rights O to his control rights C - and on an index of creditor rights. Amongst corporations that can access related party loans, a lower O/C ratio increases leverage when creditor protection is weak; but reduces leverage where creditor protection is strong. In the first case, higher leverage gives the controlling shareholder control of more resources to expropriate. In the second case, minority shareholders and external lenders constrain the leverage of group affiliates that seemed more vulnerable to expropriation.

Debt, corporate governance, business groups, expropriation

Abstract:
Whereas most US corporations are widely-held, the predominant form of ownership in East Asia is control by a family, which often supplies a top manager. These features of "crony capitalism" are actually more pronounced in Western Europe. In both regions, the salient agency problem is expropriation of outside shareholders by controlling shareholders. Dividends provide evidence on this. Group-affiliated corporations in Europe pay higher dividends than in Asia, dampening insider expropriation. Dividend rates are higher in Europe, but lower in Asia, when there are multiple large shareholders, suggesting that they dampen expropriation in Europe, but exacerbate it in Asia.

Abstract:
In Western Europe and East Asia, capital markets require higher dividends from corporations tightly affiliated (at the 20% level of control) to a group and, within a group, from corporations whose controlling shareholder has a lower ratio O/C of ownership to control rights. For loosely-affiliated corporations (whose controlling shareholder holds between 10% and 20% of control rights), dividends are positively related to O/C, reflecting expropriation not contained by capital markets. Such corporations comprise 2.94% of European corporations, but 15.44 % of Asian corporations. In our 9 Asian economies, the 11 largest groups at the 10% level comprise 53.75% of all corporations and 84.58% of loosely-affiliated corporations, so most expropriation occurs here. Dividend are higher in Europe than in Asia; having multiple large shareholders increases dividends in Europe but decreases them in Asia.

Abstract:
Berle and Means asserted that US corporations typically have dispersed shareholders; their evidence did not support this conclusion. Today, 59.74% of US corporations have 'controlling shareholders' who hold at least 10% of the shares; 24.57% are controlled and managed by a family; 16.33% are controlled by a widely-held financial institution; 13.55% are controlled through family trusts. In all size ranges, the USA has more corporations controlled by families than by financial institutions. In almost all size ranges, it has a higher percentage of family-controlled corporations than any of next four largest economies.

Abstract:
Berle and Means focused US analysis of corporate governance on the separation of ownership from control, asserting that US corporations typically have many dispersed shareholders, leaving managers in control. Yet, of the largest 200 US corporations, they had firm evidence of managerial control for only 44 (and 4 out of 106 industrial corporations). We trace the controlling shareholders of all US listed corporations. At the 10 percent control threshold, 59.74 percent have controlling shareholders; 24.57 percent are controlled and managed by a family (the same percentage as in Asia); 16.33 percent are controlled by a widely-held financial institution (close to the percentage in Europe and Asia); 13.55 percent are controlled through family trusts. In the top 30, top 250, top 500 and in every quintile range, the US has more corporations controlled by families than by financial institutions. In almost all these size ranges (defined by the US size thresholds), it has a higher percentage of family-controlled corporations than any of next four largest economies. We interpret these results in terms of regulatory restrictions on bank control of corporations, the agency problems faced by shareholders and the quality of shareholder protection.

Corporate Governance, Ownership Structure

Abstract:
We model imperfect contract enforcement when repudiators and their victims default to spot trading. The interaction between the contract and spot markets under improved enforcement can exacerbate repudiation and reduce contract execution, harming all traders. Improved contract execution benefits traders on the excess side of the spot market by attracting potential counter-parties, but harms them by impeding their exit from contracts found to be unfavorable. Multiple equilibria and multiple optima are possible, with anarchy a local optimum, perfect enforcement a local minimum and imperfect enforcement a global optimum. LDCs exhibit parameter combinations such that imperfect enforcement is optimal from their side of international markets. The model thus rationalizes the internationally varying patterns of imperfect enforceability observable in survey data.

Abstract:
Without the rule of law, traders who incur trading costs can be held up by counter-parties who are stronger in anarchic bargaining. The favourable terms which the latter extract can overcrowd that side of the market, dissipating the benefits. We establish plausible necessary and sufficient conditions for a move from anarchy toward the rule of law to benefit all traders. The rule of law might be delayed, not only by the difficulties of setting up legal institutions, but by monopolistic traders that have meantime emerged to address the inefficiencies of anarchic trade. These monopolistic traders must also guarantee atomistic traders against holdup.