Corporate payouts in dual classes

Purpose The purpose of this paper is to examine the dividend payments and share repurchases of dual-class firms that have both their superior voting shares and inferior voting shares publicly traded. Design/methodology/approach This paper uses matched dual-class and single-class samples from 1994 to 2015 and logit models to evaluate the likelihoods of dividend payment and share repurchase between dual-class firms and single-class firms. Findings The results show that dual-class firms are more likely than the matched sample of single-class firms to pay dividends in both share classes. Dual-class firms, however, are more likely to repurchase their superior shares than single-class firms and their inferior shares. Research limitations/implications The results suggest that dual-class firms do not use corporate payouts to either mitigate agency problems or maintain the private benefits of control. Instead, dual-class firms use dividend payments to mitigate agency problems while using repurchases of superior shares to maintain the private benefits of control, which supports the agency payout hypothesis. Practical implications This paper highlights the differences between dividend payments and share repurchases as forms of corporate payouts and suggests that firms may choose a particular form for a particular purpose. Originality/value This paper provides the first piece of empirical evidence on the corporate payouts of dual-class firms separating their superior voting shares and inferior voting shares.

The neoliberal (il)legitimacy of the duty of loyalty

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.

The ultimate controlling owner and corporate governance in Brazil

Purpose High ownership concentration makes controlling blockholders powerful enough to use private benefits of control and able to shape the corporate governance system to favor their own interests. This paper aims to examine the effect of the nature of the ultimate firm owner on the quality of corporate governance in Brazil. Design/methodology/approach Econometric models are estimated to assess whether the nature of the ultimate controlling shareholder affects the quality of the corporate governance system. Models are estimated using panel data methodology with coefficients estimated by the generalized method of moments system estimator. Findings The results show that the absence of a controlling shareholder has a positive effect on corporate governance, whereas the presence of a controlling blockholder, or a shareholder agreement among a few large shareholders, has a negative effect. This adverse effect holds when the controlling blockholder is a family or another firm. The findings are in line with the expropriation effect given that weaker corporate governance system facilitates controlling shareholders’ ability to extract private benefits of control. The findings also give support to the substitution effect as powerful blockholders take on the management monitoring function by weakening the board. Originality value Following important previous literature, the study investigates the effect of the nature of large controlling shareholders on the adoption of good corporate governance practices. The work provides additional evidence on the effect of the nature of large controlling shareholders on the quality of the corporate governance system in Brazil, taking into account the main kinds of controlling blockholders present in that market. The findings give support to both the expropriation and substitution hypotheses highlighting the presence of the principal-principal agency model in an important emerging market, Brazil.

Do Private Benefits of Control Affect Corporate Social Responsibility? Evidence from China

In this study, we examined whether private benefits of control can influence corporate social responsibility performance. We used both separations between cash flow and control rights and the length of the longest control chain to measure private benefits of control. Consistent with the private benefits motive, we found that firms with greater divergence between cash-flow rights and control rights, with longer control chains, are associated with lower corporate social responsibility performance. Further, we found that earnings management and capital occupation by the controlling shareholder are the two effective channels through which private benefits of control affect corporate social responsibility. Additionally, this negative association is more pronounced for firms located in regions with low degree of law environment and with CEOs appointed by the largest shareholder. Additional robustness tests using alternative CSR measurements, and two-stage least squares (2SLS) regression support the main findings. This study highlights a new determination channel of private benefits of control and practically guides the introduction of corporate social responsibility activities in emerging markets.