Permitting dual class shares in the UK premium listing regime – a path to enhance rather than compromise investor protection

Unequal voting rights arrangements under dual class share structures are increasingly favoured by entrepreneurs and founders of technology companies, in order to retain a degree of control over the company that is disproportionate to their equity shareholdings. The rise of such share structures around the world has put competitive pressure on the UK Government and the country's financial regulator to relax the one share, one vote principle in the premium listing regime of the London Stock Exchange, to ensure the UK equities market remains world-leading and fit for the future development of the economy. There is, however, a long tradition of institutional investors’ distaste for dual class share structures. In fact, the near extinction of dual class listings in the UK capital markets can be largely attributed to the opposition of large British institutions. Therefore, this paper will critically discuss the conflict between the demands to attract listings from high-tech and innovative companies and concerns of a race to the bottom in the UK context. It rebuts criticisms based on investor protection and argues that if dual class companies were permitted to list in the Premium Segment, the higher level of regulatory protection provided in the premium listing regime would help enhance minority shareholder protection and shareholder engagement. The additional safeguarding measures, as we have seen from other global financial centres, would also help to restrain the potential abuse of controllers’ weighted voting power. Together with the market mechanism, permitting dual class listings in the Premium Segment should be welcomed.

Minority Shareholders’ Legal Protection in a Limited Liability Company System

The purpose of this study is to determine the legal protection model for the majority and minority shareholders in public limited companies. This research method is normative research. To investigate the ineffectiveness of laws and regulations, in particular, Law No. 40 of 2007 on limited liability companies in providing shareholder protection, researchers have studied the laws and regulations and considered the views of experts on legal concepts related to legal protection for shareholders, particularly, minority shareholders. The results showed that the law did not provide maximum legal protection for minority shareholders, creating an imbalance between the rights of the minority and majority shareholders. For this reason, 1) reform or progressive changes in laws and regulations are needed, for instance, in PT Law No. 40 of 2007. These changes should be fundamental to philosophical aspects (values and perspectives) in providing shareholder protection; 2) the review of shareholders’ protection methods should be based on the aspects of fairness

Shareholder activism in Indonesia: revisiting shareholder rights implementation and future challenges

Purpose This paper aims to elaborate on the extent to which the Indonesian legal framework has provided room for shareholder activism and the extent to which shareholder activism has been implemented in Indonesia. Design/methodology/approach This study combines normative and empirical legal research methods. Indonesian laws and regulations are analyzed aside from the analysis of empirical data and court decisions on shareholder activism implementation. Findings Indonesian laws and regulations have accommodated shareholders’ activism and shareholders have started to rectify mismanagement and abuse of power that causes loss to the company through derivative lawsuits. Despite this, Indonesian shareholders are still passive, shown by the number of questions asked in the general meetings of shareholders despite the high attendance percentage. Shareholders have also formed associations to gather more influence on the company’s decision-making process. Research limitations/implications The empirical observation in this study was limited to LQ45 companies of the February to July 2021 period. This study can be useful to improve corporate governance and corporate communication in a company to encourage higher participation of individual/minority shareholders. This study also serves as an extension to numerous studies on shareholder protection, corporate governance and corporate law in Indonesia. Originality/value Study on shareholder activism in Indonesia is still rare, despite the rising urgency of company supervision and monitoring to prevent mismanagement. To fill in that gap, this research hopes to initiate discussion on shareholder activism in relation to shareholder protection, corporate governance and corporate law implementation.

THE EFFECTS OF CORPORATE GOVERNANCE PRACTICES ON FIRM-LEVEL FINANCIAL PERFORMANCE: EVIDENCE FROM BORSA ISTANBUL XKURY COMPANIES

Corporate governance (CG) is a fundamental criteria for enhancing investors’ and stakeholders’ trust, relatively recently recognized in emerging markets. This study investigates the effects of CG practices on the firm-level financial performance of Borsa Istanbul XKURY-indexed companies during 2007–2019. Four specific aspects of CG are analysed: shareholders’ rights, public disclosure and transparency, stakeholders’ rights, and board of directors functioning, as defined by the Turkish Code of Corporate Governance, in line with international principles of CG issued by OECD. Alternative estimations of panel regression analysis indicate a positive association between stakeholder-oriented governance practices and firm-level financial performance expressed by accounting measures for both financial and non-financial companies. Shareholder protection policies have a negative influence on accounting-based performance, especially for non-financial industries, whereas the corporate practices related to board of directors and public disclosure vary between financial and non-financial entities. These findings contribute to international research on CG implications for emerging markets, providing evidence about the importance of stakeholders’ protection and the distinctive effects of CG dimensions for corporate financial performance.

Corporate Governance and Cash Holding: New Insights from Concentrated and Competitive Industries

The present study empirically investigates the effect of corporate governance on the value of cash holding, usage of excess cash, and firm performance in concentrated and competitive industries in the context of less developed countries. The empirical analysis was conducted in the panel data setting using Pakistan as a case study. Our findings suggest a strong relationship between the value of cash holding and corporate governance, and the complementary effect of product market competition for corporate governance. This suggests that the external market discipline is also needed, in addition to good governance, to resolve agency problems in less developed countries. This is because less developed countries are usually characterized by lower competition, poor mechanisms for shareholder protection, and weak legal systems. Consequently, agency problems are greater in less developed countries compared to developed countries. Our findings also indicate that firms with good governance dissipate less excess cash on internal investment, dividends and diversification in competitive industries. Moreover, the significant positive relationship between the lagged excess cash and corporate governance dummy interaction with the dividend supports the dividend outcome model, particularly in the concentrated industries. Finally, our results suggest that the efficient utilization of excess cash, induced by good governance, leads to better corporate performance in less developed countries.

The Impact of Legal Systems on Dividend Payments

This paper focuses on the amount of dividends paid to shareholders by companies in different countries and examines whether being in a country where the legal system offers weak shareholder protection affects dividend payments distributed to shareholders. The sample used for this study comprises 8,045 companies from 46 countries. Seven individual factors affecting shareholder protection were examined. Out of the seven factors, only two of them provide a significant relationship with dividend payments, and more specifically, the mechanisms put in place by companies to protect oppressed minority shareholders as well as minimum percentage share of capital in order for the shareholders to be eligible to call an extraordinary shareholder meeting.

The Impact of Logic (In)Compatibility: Green Investing, State Policy, and Corporate Environmental Performance

Environmental protection is widely perceived as a state responsibility, but market-based solutions such as green investing have emerged in the financial sector. Little research has addressed whether green investing can affect corporate environmental performance and how the state would moderate such an impact. Using an institutional logics perspective, we extend the literature on institutional complexity by exploring the factors leading to compatibility of logics and practices. We theorize that the success of green investing as a novel hybrid practice combining financial means and environmental goals depends on the legitimacy it achieves as an appropriate solution to the stated goal, and this legitimacy can be boosted or dampened by other hybrid practices in the field. Analyzing a panel dataset of 3,706 firms from 20 countries between 2002 and 2013, we find a positive relationship between the relative size of green investment in the economy and firm-level environmental performance in that country. This relationship is moderated by state policies: a strong environmental protection policy weakens the positive relationship between green investing and corporate environmental performance, and a strong shareholder protection policy strengthens the relationship. We contribute to research on institutional complexity, logic compatibility, and public–private cooperation in pursuing the common good.

A Holistic Perspective on Bank Performance Using Regulation, Profitability, and Risk-Taking with a View on Ownership Concentration

There is a lack of a holistic perspective on bank performance. This study proposes a multidimensional (three-pronged) approach encompassing regulation, profitability, and nonperforming assets (NPAs) and their interactions as a measure of the performance of a bank. Moreover, the impact of equity holdings of promoters, institutional investors, and retail investors on the proposed three-pronged approach of the bank performance are also explored. Values of the concerned variables were gathered from 2016 to 2019. The dynamic panel data method was applied to empirically test the proposed model. The main findings supported the premises of the proposed approach to bank performance. Furthermore, various ownership classes provided mixed results for their impact on bank performance. Unfavorable roles of promoters and institutional investors and an indifferent role of the retail investors group were startling outcomes of the study. Successful empirical endorsement of the proposed approach for bank performance provides a fresh perspective and has varied policy- and managerial-level implications. The findings regarding various shareholder groups (ownership classes) can be a catalyst to set the policy for ownership distribution in banks, as well as shareholder protection and activism, which are conspicuously absent in India.

WITHDRAWAL OF A SHAREHOLDER IN THE CASE OF A REORGANISATION: EVALUATION OF EFFECTIVENESS AS A REMEDY

The article discusses the right to withdraw from a company as a method of shareholder protection in the event of reorganisation. In particular, the disadvantages of this method of protection are analysed and it is concluded that it generates significant costs and legal and economic uncertainty. It is therefore proposed that the right of withdrawal in the event of reorganisation should be abandoned unless such reorganisation results in a significant change in the company.