• Selected
• Entire List

Abstract:
This paper is the first study of long-run evolution of investor protection, equity financing and corporate ownership in the U.K. over the 20th century. Formal investor protection only emerged in the second half of the century. We assess its influence on ownership by comparing cross-sections of firms at different times in the century and the evolution of firms incorporating at different stages of the century. Investor protection had little impact on dispersion of ownership: even in the absence of investor protection, there was a high rate of dispersion of ownership, primarily associated with mergers. Ownership dispersion in the UK relied more on informal relations of trust than on formal systems of regulation. Preliminary evidence for this comes from the geographical proximity of shareholders to their boards of directors, the absence of price discrimination in takeovers and retention of directors of target boards in merged firms.

Evolution, ownership, investor protection, equity issues, trust

Abstract:
This article reports a unique analysis of private engagements by an activist fund. It is based on data made available to us by Hermes, the fund manager owned by the British Telecom Pension Scheme, on engagements with management in companies targeted by its U.K. Focus Fund (HUKFF). In contrast with most previous studies of activism, we report that the fund executes shareholder activism predominantly through private interventions that would be unobservable in studies purely relying on public information. The fund substantially outperforms benchmarks and we estimate that abnormal returns are largely associated with engagements rather than stock picking. We categorize the engagements and measure their impact on the returns of target companies and the fund. We find that Hermes frequently seeks and achieves significant changes in the company's strategy including refocusing on the core business and returning cash to shareholders, and changes in the executive management including the replacement of the CEO or chairman.

Shareholder activism, institutional investors, real authority

Abstract:
This paper proposes an empirical approach to investigating how the structure of countries' financial and ownership systems and the characteristics of industries relate to industry activity in different countries. Activity is measured in 'abnormal' rather than absolute terms by the growth, fixed investment shares and R&D shares of particular industries in different countries relative to their industry and country averages. Using data on 27 industries in 14 advanced OECD countries from 1970-1995, we regress activity on a set of variables that interact country financial and ownership structures with industry characteristics. We find evidence of a relation and that there are similarities in the combinations of country structure and industry characteristic associated with growth and R&D (but not fixed investment). Consistent with theories of financial development, the relations are sensitive to stages of economic development. For example, the interaction of bank-oriented system with external-finance dependent industries is associated with abnormal growth in low but not high GDP per capita countries.

Financial Systems, Ownership, Legal Form, Growth, Investment

Abstract:
This paper evaluates the relations between industrial activity and the structure of financial systems, corporate sectors and legal arrangements in different countries. Using data from 20 OECD countries in 27 industries over the period 1970 to 1995, we evaluate whether there is a link between industry activity and a combination of country structures and industry characteristics. We find significant interrelations between the two both in terms of industry growth rates and investment shares. The relations are sensitive to countries' stages of economic development: for example, the link between concentration of ownership and economic activity is of opposite sign in low and high income countries. There is strong evidence that the relations between financial structure and economic activity come through expenditures on R&D rather than fixed capital formation.

Abstract:
Over the last few years, a series of rulings by the European Court of Justice (ECJ) has opened up the European Union to cross-border mobility in incorporation. In this paper we explore how deregulation and the costs of regulation have affected the location decisions of firms. Using a newly constructed dataset of companies from around the world incorporating in the U.K. between 1997 and 2005 we find a large increase in new incorporations of limited liability firms from E.U. Member States following the ECJ rulings. We find that incorporation costs, in particular minimum capital requirements, and delays in incorporation are significant influences on firms' location decisions. Our results confirm the relevance of price to firms' choice of legal systems. We also report that cross-border incorporation has prompted regulatory competition between E.U. Member States to provide low-cost corporate law to limited liability companies.

Incorporation, entrepreneurship, financial regulation, regulatory competition

Abstract:
We study how deregulation of corporate law affects the decision of entrepreneurs of where to incorporate. Recent rulings by the European Court of Justice (ECJ) have enabled entrepreneurs to select their country of incorporation independently of their real seat. We analyze foreign incorporations in the U.K., where incorporations of limited liability companies can be arranged at low cost. Using data for over 2 million companies from around the world incorporating in the U.K., we find a large increase in cross-country incorporations from E.U. Member States following the ECJ rulings. In line with regulatory cost theories, incorporations are primarily driven by minimum capital requirements and setup costs in home countries. We record widespread use of special incorporation agents to facilitate legal mobility across countries.

Incorporation, costs of regulation, regulatory competition

Abstract:
Family ownership was rapidly diluted in the twentieth century in Britain. The main cause was equity issued in the process of making acquisitions. In the first half of the century, it occurred in the absence of minority investor protection and relied on directors of target firms protecting the interests of shareholders. Families were able to retain control by occupying a disproportionate number of seats on the boards of firms. However, in the absence of large stakes, the rise of hostile takeovers and institutional shareholders made it increasingly difficult for families to maintain control without challenge. Potential targets attempted to protect themselves through dual class shares and strategic share blocks but these were dismantled in response to opposition by institutional shareholders and the London Stock Exchange. The result was a regulated market in corporate control and a capital market that looked very different from its European counterparts. Thus, while acquisitions facilitated the growth of family controlled firms in the first half of the century, they also diluted their ownership and ultimately their control in the second half.

Abstract:
Family ownership was rapidly diluted in the twentieth century in Britain. Issuance of equity in the process of acquisitions was the main cause. In the first half of the century, it occurred in the absence of minority investor protection and relied on directors of target firms protecting the interests of shareholders. Families were able to retain control by occupying a disproportionate number of seats on the boards of firms. However, in the absence of large stakes, the rise of hostile takeovers and institutional shareholders made it increasingly difficult for families to maintain control without challenge. Potential targets attempted to protect themselves through dual class shares and strategic share blocks but these were dismantled in response to opposition by institutional shareholders and the London Stock Exchange. The result was a regulated market in corporate control and a capital market that looked very different from its European counterparts. Thus, while acquisitions facilitated the growth of family controlled firms in the first half of the century, they also diluted their ownership and ultimately their control in the second half.

Family ownership, control, takeovers

Abstract:
In a study of the ownership of German corporations, we find a strong relation between board turnover and corporate performance, little association of concentrations of ownership with managerial disciplining, and only limited evidence that pyramid structures can be used for control purposes. The static relationship of ownership to control in Germany is therefore similar to the United Kingdom and the United States. However, there are marked differences in dynamic relations involving transfers of ownership. There is an active market in share blocks giving rise to changes in control, but the gains are limited and accrue solely to the holders of large blocks, not to minority investors. We provide evidence of low overall benefits to control changes and the exploitation of private benefits of control.

Abstract:
In a study of the ownership of German corporations, we find a strong relation between board turnover and corporate performance, little association between concentrations of ownership with managerial disciplining and only limited evidence that pyramid structures can be used for control purposes. The static relation of ownership to control in Germany is therefore similar to the UK and US. There are, however, marked differences in dynamic relations involving transfers of ownership. There is an active market in share blocks giving rise to changes in control, but the gains are limited and accrue solely to the holders of large blocks, not to minority investors. We provide evidence of low overall benefits from control changes and the exploitation of private benefits of control.

Ownership, control, board turnover, pyramiding, bank control, takeovers

Abstract:
In a study of the ownership of German corporations, we find a strong relation between board turnover and corporate performance, little association of concentrations of ownership with managerial disciplining and only limited evidence that pyramid structures can be used for control purposes. The static relation of ownership to control in Germany is therefore similar to the UK and US. However, there are marked differences in dynamic relations involving transfers of ownership. There is an active market in share blocks giving rise to changes in control but the gains are limited and accrue solely to the holders of large blocks, not to minority investors. We provide evidence of low overall benefits to control changes and the exploitation of private benefits of control.

Abstract:
In a study of the ownership of German corporations, we find a strong relation between board turnover and corporate performance, little association of concentrations of ownership with managerial disciplining and only limited evidence that pyramid structures can be used for control purposes. The static relation of ownership to control in Germany is therefore similar to the UK and US. However, there are marked differences in dynamic relations involving transfers of ownership. There is an active market in share blocks giving rise to changes in control but the gains are limited and accrue solely to the holders of large blocks, not to minority investors. We provide evidence of low overall benefits to control changes and the exploitation of private benefits of control.

Ownership, control, board turnover, pyramiding, bank control, takeovers

Abstract:
We report results of a new test of the financing of large and indivisible projects - arguably the focus of most capital structure theory. We develop a filter that identifies investment spikes in a large population of firms. Consistent with the pecking-order theory we find that projects are predominantly financed with debt, particularly in large and profitable firms. However, we reject the hypothesis that internal finance plays a major role in funding investment. Consistent with the trade-off theory, firms show a strong tendency to revert back to their initial leverage. This pattern of "pecking order in the short run, trade-off in the long run" is consistent with equity adjustment being postponed until certain thresholds are reached. However, we do not find evidence that equity issues are lumpy or infrequent.

Capital structure, pecking order theory, trade-off theory

Abstract:
This Paper reports a new test of capital structure theories. It uses a filtering technique to identify large investment spikes. We find that the spikes are predominantly financed with debt by large firms and by new equity by small loss-making firms. In the process, firms move significantly away from their previous capital structures but then revert back to them by making frequent issues of small amounts of equity. Neither the pecking order nor the trade-off theories on their own provide satisfactory descriptions of these dynamic features of corporate financing.

Capital structure, corporate finance, pecking order, trade-off theory

Abstract:
The ownership of German corporations is quite different today from that of Anglo-American firms. How did this come about? To what extent is it attributable to regulation? A specially constructed data set on financing and ownership of German corporations from the end of the 19th century reveals that, as in the UK, there was a high degree of activity on German stock markets with firms issuing equity in preference to borrowing from banks, and insider and family ownership declining rapidly. However, unlike in the UK, other companies and banks emerged as the main holders of equity, with banks holding shares primarily as custodians of other investors rather than on their own account. The changing pattern of ownership concentration was therefore very different from that of the UK with regulation reinforcing the control that banks exercised on behalf of other investors.

Evolution of ownership, German stock markets, financial regulation

Abstract:
We compare sources of funds and investment activities of venture capital (VC) funds in Germany, Israel, Japan and the UK using a newly constructed data set. The data provide a rare opportunity to evaluate relations between funds' sources of finance and activities. We find that sources of VC funds differ significantly across countries, e.g. banks are particularly important in Germany, corporations in Israel, insurance companies in Japan, and pension funds in the UK. VC investment patterns also differ across countries in terms of the stage, sector of financed companies and geographical focus of investments. These differences in investment patterns are related to the variations in funding sources - for example, bank and pension fund backed VC's invest in later stage activities than individual and corporate backed funds. The relations differ across countries; for example, bank backed VC funds in Germany and Japan are as involved in early stage finance as other funds in these countries, whereas they tend to invest in relatively late stage finance in Israel and the UK. We consider the implication of this for the influence of financial systems on relations between finance and activities.

Abstract:
Using a newly constructed data set, we compare sources of funds and investment activities of venture capital (VC) funds in Germany, Israel, Japan and the UK. Sources of VC funds differ significantly across countries, eg banks are particularly important in Germany, corporations in Israel, insurance companies in Japan and pension funds in the UK. VC investment patterns also differ across countries in terms of the stage, sector of financed companies and geographical focus of investments. We find that these differences in investment patterns are related to the variations in funding sources - for example, bank and pension fund backed VC firms invest in later stage activities than individual and corporate backed funds - and we examine various theories concerning the relation between finance and activities. We also report that the relations differ across countries; for example, bank backed VC firms in Germany and Japan are as involved in early stage finance as other funds in these countries, whereas they tend to invest in relatively late stage finance in Israel and the UK. We consider the implication of this for the influence of financial systems on relations between finance and activities.

Venture capital, financial institutions, sources of funds

Abstract:
Using a newly constructed data set, we compare sources of funds and investment activities of venture capital (VC) funds in Germany, Israel, Japan and the UK. Sources of VC funds differ significantly across countries, e.g. banks are particularly important in Germany, corporations in Israel, insurance companies in Japan, and pension funds in the UK. VC investment patterns also differ across countries in terms of the stage, sector of financed companies and geographical focus of investments. We find that these differences in investment patterns are related to the variations in funding sources - for example, bank and pension fund backed VC firms invest in later stage activities than individual and corporate backed funds - and we examine various theories concerning the relation between finance and activities. We also report that the relations differ across countries; for example, bank backed VC firms in Germany and Japan are as involved in early stage finance as other funds in these countries, whereas they tend to invest in relatively late stage finance in Israel and the UK. We consider the implication of this for the influence of financial systems on relations between finance and activities.

venture capital, financial institutions, sources of funds

Abstract:
This paper investigates the governance structure choices of firms when there is competition between legal systems. We study the impact of the allocation of control over choice of governance and reincorporation on firms' technologies and technological specialization of countries in the context of a model of the firm in which there are agency conflicts between shareholders and managers. We show that the allocation of control over firms' reincorporation decisions determines the corporate governance choice ex ante and the outcome of the competition between legal regimes ex post. When managers have control over firms' reincorporation then competitive deregulation and 'runs to the bottom' ensue. When shareholders have partial or full control, then there is diversity in governance structures. Runs to the bottom are not necessarily socially undesirable but they have a feedback effect on firms' choices of technologies that may make the party in control worse off ex ante. We show that it is impossible for any country to achieve social welfare maximization of its existing and new enterprises. With competition between legal regimes, start-up and mature companies incorporate in different jurisdictions even when reincorporation is correctly anticipated.

Corporate governance, competition between legal systems, freedom or reincorporation, shareholder protection, technology choice, managerial private benefits

Abstract:
This paper investigates the governance structure choices of firms when there is competition between legal systems. We study the impact of the allocation of control over choice of governance and reincorporation on firms' technologies and technological specialization of countries in the context of a model of the firm in which there are agency conflicts between shareholders and managers. We show that the allocation of control over firms' reincorporation decisions determines the corporate governance choice ex ante and the outcome of the competition between legal regimes ex post. When managers have control over reincorporation then competitive deregulation and "runs to the bottom" ensue. When shareholders have partial or full control then there is diversity in governance structures. Runs to the bottom are not necessarily socially undesirable but they have a feedback effect on firms' choices of technologies that may make the party in control worse off ex ante. We show that it is impossible for any country to achieve social welfare maximization of its existing and new enterprises. With competition between legal regimes, start-up and mature companies incorporate in different jurisdictions even when reincorporation is correctly anticipated.

Corporate governance, competition between legal systems, freedom of reincorporation, shareholder protection, technology choice, managerial private benefits

Abstract:
This paper analyzes the evolution of ownership of the 4,000 biggest companies, private or listed, in France, Germany, Italy and the U.K. over the 1996-2006 period. We find that family ownership in the U.K. follows a life cycle: U.K. family firms evolve into widely held companies as they age, while Continental European ones do not. The stability of family firms is related to their profitability relative to non-family firms: in Continental Europe family firms are more profitable than non-family firms (but not in the U.K.). We also find that in the U.K. family ownership is diluted more quickly in sectors that are more dependent on external capital but not so in Continental Europe. The different evolution pattern in the U.K. relative to Continental Europe applies to both listed and private firms, although in all four countries the dispersion of ownership in listed firms is faster than in private firms.

family control, ownership, widely held, evolution, cross country study, private and listed firms

Abstract:
How does choice of regulatory regime affect the level of shareholder risk in regulated companies? A new study shows that investors bear the greatest nondiversifiable risk with price caps and the least with rate-of-return regulation.

Evidence about how choice of regulatory regime affects the level of shareholder risk for the regulated company has traditionally focused on studies in the United Kingdom and the United States. Broad comparisons of price-cap-based regimes (as practiced in the United Kingdom) with rate-of-return regulation (as practiced in the United States) show price-cap-based regimes to be associated with higher levels of shareholder risk (as measured by the beta value) than rate-of-return regulation is. But so few countries were compared that other factors could be at work.

Alexander, Mayer, and Weeds broaden the investigation by studying more countries (including regulated utilities in Canada, Europe, and Latin America), doing a sectoral comparison to control for some risks related to factors other than the regulatory regime, and use narrower classifications for regulatory regime. They also look at such recent evidence as the move from relatively pure price caps in the U.K. electricity sector to a mixed-revenue/price-cap-based system.

The results of their survey are in line with results from earlier research. They find that investors bear the greatest nondiversifiable risk with price caps and the least nondiversifiable risk with rate-of-return regulation.

Once governments and regulatory agencies quantify how the choice of regulatory regime affects the average level of shareholder risk, they can weigh the relative merits of various options not only in terms of incentives for cost reduction but also in terms of the allowable level of investor profit.

This paper - a product of the Private Sector Development Department - is part of a larger effort in the department to improve understanding of the impact of regulation on infrastructure firms.

Abstract:
Hackethal and Schmidt (2003) criticize a large body of literature on the financing of corporate sectors in different countries that questions some of the distinctions conventionally drawn between financial systems. Their criticism is directed against the use of net flows of finance and they propose alternative measures based on gross flows which they claim re-establish conventional distinctions. This paper argues that their criticism is invalid and that their alternative measures are misleading. There are real issues raised by the use of aggregate data but they are not the ones discussed in Hackethal and Schmidt's paper.

Corporate finance, financial systems

Abstract:
Corporate ownership and financing in Japan in the 20th century are striking. In the first half of the 20th century equity markets were active in raising more than 50% of the external financing of Japanese companies. Ownership was dispersed both by the standards of other developed economies at the time and even by those of the UK and US today. In the second half of the 20th century, bank finance dominated external finance and interlocking shareholdings by banks and companies became widespread. The change from equity to bank finance and from an outsider system of public equity markets to an insider system of private equity in the middle of the 20th century coincided precisely with a marked increase in investor protection. Informal institutional arrangements rather than formal investor protection explain the existence of equity in the first half of the century - business co-ordinators in the early 20th century and zaibatsu later. Insider ownership in the form of bank ownership and cross-shareholdings emerged in the second half of the century as a response to the equity financing needs of fast growing firms and the financial restructuring of failing firms.

Japan, corporate ownership, equity, investor protection, institutions

Abstract:
Who disciplines management of poorly performing firms? Four parties are considered: existing holders of large blocks of shares, investors acquiring new shareholdings, creditors and non-executive directors. This paper reports a comparative evaluation of the role of all four parties using a large sample of UK companies. Like the US, we find that there is a high level of executive board turnover in poorly performing companies but, contrary to US evidence, outside directors perform a weak disciplinary function and most outside owners of large share blocks exert little influence. Financial factors are important in the disciplining of management: high board turnover is closely linked to high levels of debt and to new equity finance in the form of distressed rights issues.

Abstract:
Economic theory points to five parties active in disciplining management of poorly performing firms: holders of large share blocks, acquirers of new blocks, bidders in take-overs, non-executive directors, and investors during periods of financial distress. This Paper reports the first comparative evaluation of the role of these different parties in the discipline of management. We find that, in the UK, most parties, including holders of substantial share blocks, exert little discipline and that some (for example, inside holders of share blocks and boards dominated by non-executive directors), actually impede it. Bidders replace a high proportion of management of companies acquired in take-overs but do not target poorly performing management. In contrast, during periods of financial constraints, which prompt distressed rights issues and capital restructuring, investors focus control on poorly performing companies. These results stand in contrast to the US, where there is little evidence of a role for new equity issues but non-executive directors and acquirers of share blocks perform a disciplinary function. The different governance outcomes are attributed to differences in minority investor protection in two countries with supposedly similar common law systems.

Board turnover, control, corporate governance, regulation, restructuring

Abstract:
Who disciplines management of poorly performing firms? Four parties are considered: existing holders of large blocks of shares, investors acquiring new shareholdings, creditors and non-executive directors. This paper reports a comparative evaluation of the role of all four parties using a large sample of UK companies. Like the US, we find that there is a high level of executive board turnover in poorly performing companies but, contrary to US evidence, outside directors perform a weak disciplinary function and most outside owners of large share blocks exert little influence. Financial factors are important in the disciplining of management: high board turnover is closely linked to high levels of debt and to new equity finance in the form of distressed rights issues.

Abstract:
Certain factors can maximize the pressure on privatized infrastructure companies to be more efficient: the threat of bankruptcy, internal controls imposed by shareholders, and external disciplines (such as the threat of hostile takeover).

The privatization of infrastructure companies is expected to bring about gains for customers by increasing the efficiency of the privatized company. Because many infrastructure industries are not competitive, attention has focused on the development of regulatory regimes that replicate the operation of competitive markets and so lead to the efficiency gains. Less attention, however, has been paid to other institutional factors that encourage firms to operate efficiently.

Alexander and Mayer study three institutional factors that can, in general, encourage efficiency:
° The threat of bankruptcy.
° Internal controls brought about by executive remuneration schemes and the ability of shareholders to remove underperforming management.
° External disciplines brought about by the operation of the market for corporate control and the threat of hostile takeover.

Applying these three aspects of corporate governance to monopolistic infrastructure firms is not simple. Infrastructure regulation may allow privatized firms to avoid financial problems by raising prices, for example, thus sheltering them from the threat of bankruptcy. And shareholder control may be hindered by restrictions on the proportion of the shares that can be owned by any one shareholder.

Alexander and Mayer offer examples of the ways in which different regulatory, institutional, and governance systems work in different countries, especially in relation to infrastructure companies and provide a checklist of options that should be considered when designing the involvement of the private sector in infrastructure position.

This paper - a product of the Private Participation in Infrastructure Group, Private Sector Development Department - is part of a larger effort in the department to analyze issues relating to private participation in infrastructure.

Abstract:
This paper examines how foreign ownership affects the investment decisions of subsidiary firms. We find that improvements in the investment opportunities of parent firms have a negative effect on the investment of their subsidiaries, after controlling for the investment opportunities of the subsidiary. This provides evidence of internal capital markets in multinationals that reallocate funds towards units with better investment opportunities. We find that the negative effect of the parent's investment opportunities on subsidiary investment is greatest where parents have modest ownership stakes and are distant from their subsidiaries and when subsidiaries operate in well developed financial markets.

Investment, Internal Capital Markets, Foreign Ownership

Abstract:
In the first half of the twentieth century, the UK capital markets were marked by an absence of investor protection; by the end of the century, there was more extensive protection there than virtually anywhere else in the world. The UK therefore provides an exceptional laboratory for evaluating how regulation affects the development of securities markets and corporations. We investigate this question by tracing the ownership and board composition of firms incorporated in around 1900 over the subsequent 100 years, and comparing the pattern of ownership and control with a sample incorporated around 1960. We find that at the beginning of the century there were active securities markets, firms were able to raise substantial outside equity finance, and there was rapid dispersion of ownership even in the absence of investor protection. The introduction of investor protection in the second half of the century was not associated with greater dispersion of ownership but with more trading in share blocks. We offer an explanation as to how UK capital markets could flourish in the absence of investor protection.

Ownership, control, stock markets, investor protection

Abstract:
This paper examines means of payment in over 2,500 acquisitions in the UK and US over the period 1955 to 1985. Data on financing proportions, bid premia and postmerger performance are used to test the validity of tax and information hypotheses. It is difficult to explain many of the results in terms of tax effects. Capital gains tax does not appear to be a primary determinant of financing patterns in the UK in a period in which there were substantial variations in the tax rate. As well the tax motivated "trapped equity" model is inconsistent with several observations on financing patterns. In both countries much larger acquiree bid premia are associated with cash than equity bids, consistent with information models suggesting that high valuing bidders make cash offers and low valuing bidders make securities offers. Even after controlling for the form of takeover (tender versus merger) and whether the bid is contested, cash offers provide substantially higher wealth gains to target shareholders. In the US bidders using all equity suffer significant abnormal losses at the time of the bid announcement consistent with the findings on the wealth effects of seasoned new equity offerings in the US. In the UK, however, no such losses are evident, perhaps reflecting the fact that in the UK equity bids are typically underwritten. Finally, we find that acquirors making cash offers have better postmerger shareprice performance than do those using equity. These results are consistent with the hypothesis that bidders are motivated to use overvalued equity to acquire other firms.

Abstract:
Corporate governance is one of the most topical and controversial areas of business and finance. This article provides an overview of the questions that it raises and proposed policy responses. It points to the diversity in systems of corporate governance around the world, the apparently paradoxical performance of different systems and an association with different forms of corporate-governance failures. The article discusses a range of proposed remedies including the restructuring of boards, regulation of markets in corporate control and limitations on executive remuneration. It also considers whether the need for harmonized corporate-governance rules can be diminished by freedom of mobility of corporations and competition between legal systems.

Abstract:
This paper reviews the state of the field of the sub-disciplines within UK management research, based upon the submissions of 94 UK higher education institutions to the Business and Management Studies Panel in the UK's 2001 Research Assessment Exercise (RAE). It offers observations on the UK model of the assessment of quality in, and funding of, research conducted in publicly funded higher education institutions.

Abstract:
This paper uses a new data-set to examine how internal capital markets and foreign ownership affect investment. Our data allow us to compare investment behaviour of listed subsidiaries with stand-alone firms while controlling for investment opportunities of parent and subsidiary firms. We evaluate how the size of ownership and the geographical proximity of majority owners to their subsidiaries affect firm investment efficiency. We find that the investment of subsidiaries is more sensitive to investment opportunities than that of stand-alone firms and falls when investment opportunities of parent firms improve. This suggests that there are internal capital markets that reallocate funds towards units with better investment opportunities. We find that investment allocation is most efficient where parents have modest ownership stakes and are distant from their subsidiaries and when subsidiaries operate in well developed financial markets. These results indicate that influence costs imposed by dominant parents may outweigh their potential informational benefits, especially when subsidiaries are located in countries with weaker financial development.

Investment, internal capital markets, foreign ownership

Abstract:
This article is the first study of long-run evolution of investor protection and corporate ownership in the United Kingdom over the twentieth century. Formal investor protection emerged only in the second half of the century. We assess the influence of investor protection on ownership by comparing cross-sections of firms at different times in the century and the evolution of firms incorporating at different stages of the century. Investor protection had little impact on dispersion of ownership: even in the absence of investor protection, rates of dispersion of ownership were high, associated primarily with mergers. Preliminary evidence suggests that ownership dispersion in the United Kingdom relied more on informal relations of trust than on formal investor protection.

G32, G34

Abstract:
This article reports a unique analysis of private engagements by an activist fund. It is based on data made available to us by Hermes, the fund manager owned by the British Telecom Pension Scheme, on engagements with management in companies targeted by its UK Focus Fund. In contrast with most previous studies of activism, we report that the fund executes shareholder activism predominantly through private interventions that would be unobservable in studies purely relying on public information. The fund substantially outperforms benchmarks and we estimate that abnormal returns are largely associated with engagements rather than stock picking.

G32

Abstract:
This paper examines contemporaneous and historical evidence on the structure of ownership and control of corporate sectors in developed countries to draw lessons for development of financial markets. It records the critical role that equity markets played in the ownership and financing of corporations at the beginning of the 20th century. It notes that this occurred in the absence of formal systems of regulation and that equity markets functioned on the basis of informal relationships of trust. These were sustained through local stock markets in the UK, banks in Germany, and business coordinators and family firms in Japan. The paper explores the concept of trust that is required to promote the development of financial markets.

Abstract:
This article reviews the development of corporate finance from domestic analyses to international comparisons of financial systems, to comparative corporate governance, to law and finance, and most recently to politics and finance. It describes how both theoretical developments and empirical evidence have guided this research agenda. It considers the lessons that can be learnt from the newly emerging literatures and considers the policy implications that can be derived. It argues that while strong policy prescriptions are frequently proposed, there are many unresolved theoretical and empirical issues which suggest that caution should be exercised in drawing policy conclusions.

Abstract:
The paper examines the disciplining function of hostile takeovers. It reports evidence of high board turnover and significant levels of restructuring post takeover. Large gains are anticipated in hostile bids as reflected in high bid premia. However, there is little evidence of poor performance prior to bids suggesting that the high board turnover does not derive from past managerial failure. Hostile takeovers do not therefore perform a disciplining function. Instead, rejection of bids appears to derive from opposition to redeployment of assets post takeover and renegotiation over the terms of bids.