50 Pages Posted: 18 May 2006 Last revised: 4 May 2010
Date Written: May 1, 2009
We model and test the mechanisms through which securities law affects tunneling and tunneling affects firm valuation. In 2002, Bulgaria adopted securities law changes which limit two forms of equity tunneling - dilutive equity offerings and freezeouts. We document that following the change, minority shareholders participate equally in secondary equity offers, where before they suffered severe dilution; freezeout offer prices quadruple; and Tobin's q values rise sharply for firms at high risk of tunneling. At the same time, return on assets declines for high-equity-tunneling-risk firms, suggesting that controlling shareholders partly substitute for reduced equity tunneling by engaging in more cash-flow tunneling. We thus present evidence on (i) the importance of legal rules in limiting equity tunneling, (ii) the role of equity tunneling risk as an important factor in determining equity prices; and (iii) substitution by controlling shareholders between different forms of tunneling.
Keywords: equity tunneling, preemptive rights, dilution, freezeout, corporate governance, securities law, emerging markets
JEL Classification: G34, K22, G15
Suggested Citation: Suggested Citation
Atanasov, Vladimir A. and Black, Bernard S. and Ciccotello, Conrad S. and Gyoshev, Stanley B., How Does Law Affect Finance? An Examination of Equity Tunneling in Bulgaria (May 1, 2009). nearly final version, published in 96 Journal of Financial Economics 155-173 (2010); ECGI - Finance Working Paper No. 123/2006; McCombs School of Business Research Paper No. FIN-04-06; U of Texas Law Law and Econ Research Paper No. 80; EFA 2007 Ljubljana Meetings Paper; 2nd Annual Conference on Empirical Legal Studies Paper; William Davidson Institute Working Paper No. 742. Available at SSRN: https://ssrn.com/abstract=902766
Report to Russian Center for Capital Market Development: Comparative Analysis on Legal Regulation of the Liability of Members of the Board of Directors and Executive Organs of Companies (English Language Version)