Chair of Corporate Finance –

A central issue in evaluating the effects of corporate governance (CG) is how to measure it. Some researchers measure firm-level CG using country-specific indices (CSIs), tailored to each country’s laws and institutions; several studies report that these indices can predict Tobin’s q in emerging markets, in a panel data framework with firm fixed effects. In contrast, commercial CG ratings (CCGRs) apply the same or similar elements across many countries. However, their power to predict relevant outcomes is not known. We assess the three best available CCGRs that cover emerging markets over a reasonable time period, from Asset4, Thomson Reuters, and MSCI. We find that these ratings have no power to predict Tobin’s q or profitability. We also provide suggestive evidence that the likely root cause is poor construction of the ratings, rather than whether a well-specified measure can predict Tobin’s q. One possible reason: disclosure (beyond country-mandated minimums) is the governance aspect that most consistently predicts firm value in emerging markets in CSI-based studies, yet none of these ratings includes measures of disclosure. The CCGRs have other important limitations, including using U.S.-centric elements; vague or subjective definitions of some elements; and some elements reflecting firm outcomes rather than governance.

We investigate the effect of team formation and task characteristics on performance in highstakes team tasks. In two field experiments, randomly assigned teams performed significantly better than self-selected teams in a task that allowed for an unequal work distribution. The effect was reversed if the task required the two team members to contribute more equally. Investigating mechanisms, we observe that teams become more similar in ability and report to cooperate better when team members can choose each other. We show how different levels of skill complementarity across tasks may explain our results: If team performance largely depends on the abilities of one team member, random team assignment may be preferred because it leads to a more equal distribution of skills across teams. However, if both team members’ abilities play a significant role in team production, the advantage of random assignment is reduced, and the value of team cooperation increases.

How do board characteristics influence the risk of bankruptcy? We study this question by
estimating classic Z-Score models using panel data comprising 2519 listed non-financial firms from
29 European countries over the 2012–2020 period. We found that board independence is associated
with lower risk of bankruptcy. In contrast, employee representatives have an adverse effect on
board monitoring capacity and are predicted to increase bankruptcy risk. The presence of female
directors and foreign directors on board—two indicators of board diversity—reduce bankruptcy
risk. While board independence and diversity decrease bankruptcy risk in financially non-distressed
firms, they have the opposite effect in financially distressed firms. These findings are statistically
and economically significant and hold, at least in part, under alternative specifications. Our findings
demonstrate the need for governance regulators, credit rating agencies, financial institutions, firms
and investors to lend more weight to board composition, especially under the conditions of impending
financial distress.

Emerging Markets Review, Volume 48, September 2021, 100768
Female directors, board committees, and firm performance: Time-series evidence from Turkey

Melsa Ararat and B Burcin Yurtoglu

We study the relationship between female representation on boards and firm value and profitability in Turkey from 2011 to 2018, relying on hand-collected data covering the vast majority of listed firms. We build several proxies of female representation on boards and find no evidence that female directors predict firm value and profitability using broad measures that are typically required or mandated by regulators. However, we find that female directors predict higher firm value when they have a more active role in board governance through board committee memberships and when they are represented in these committees in relatively large numbers. The presence of female directors, who are members of controlling families is associated with higher firm value. The presence of female independent directors is associated with higher profitability. We also study three potential channels through which female directors might influence firm outcomes and find that the presence of female directors on boards and board committees (i) facilitates the production of financial statements of higher quality; (ii) may lead to lesser incidence of violations of capital market laws and regulations, and (iii) reduces the hoarding of negative news and the related stock price crash risk. We also compare female directors to their male counterparts and find limited evidence for systematic differences.

This article provides insights into the inner workings of internal corporate M&A teams using survey evidence from sixty-five firms from Austria, Germany, and Switzerland. We find that internal teams create value, especially relative to external advisors, by directing transaction rationales, screening targets, and employing performance metrics to assess post-merger success. Teams emphasizing economic rationales as a merger motive are associated with higher returns than those teams more apt to consider behavioral motives. We consider several team characteristics and find that financial experience is the most persistent and significant attribute in explaining the outcomes across various deal stages. Another key result from our survey-based evidence is that latent M&A team factors explain ∼54% of the acquirer fixed effects in announcement return regressions.

This study investigates how heterogeneity in family ownership affects the internationalization of business groups at different levels of market development. Building on the family business and corporate governance literatures, we hypothesize and find that coalitional family ownership increases, but majority family ownership decreases, the degree of internationalization. Moreover, internationalization declines when control is passed from the founder to later generations. Market development strongly influences the relationships between different family ownership types and internationalization. Our study suggests that family ownership can both hinder and facilitate internationalization depending on how it is dispersed and on the level of market development.

Drawing from the family business perspective, this study provides insights into how the heterogeneity arising from founding family structures explains why particular business groups grow extensively, while others faced with similar external market conditions do not, and how the effects of founding family structure change over time. We test our hypotheses by using a unique, hand-collected, and extensive panel dataset which contains information of the full demographic history of founding families and all public and private companies founded/acquired or divested over the 1925–2012 period for 51 business groups in Turkey. Consistent with our hypotheses, our findings show that family size is a major positive determinant of the number of affiliated firms and the group scope. This effect is more strongly driven by sons compared to daughters. Business groups also grow more extensively when the first-born child is male …

We develop a Clawback Strength Index and show that while some firms adopt unambiguous and strong clawback provisions, others adopt weak ones. We find that strong clawback adopters experience improvements in financial reporting quality, fewer CEO turnovers, and lower CEO pay. We advance two possible explanations: First, clawback strength may be primarily responsible for the improvements in reporting quality. Second, strong clawbacks may yield benefits because they are part of a broader reform package. While our findings on reporting quality and CEO turnover are consistent with both explanations, our results on CEO pay support only the broader reform explanation.

Some bidders voluntarily announce a merger negotiation before the definitive agreement. We propose an “announce-to-signal” explanation to these early announcements: they allow bidders to signal to target shareholders high synergies so as to overcome negotiation frictions and improve success rates. Consistent with signaling, we show that negotiation frictions predict earlier announcements. Early announced transactions are associated with higher expected synergies, offer premium, completion rates, and public competition. Moreover, bidder announcement returns do not suggest overpayment and the existence of agency issues in these transactions. Taken collectively, our findings rule out alternative explanations such as managerial learning from investors and jump bidding.

We discuss empirical challenges in multicountry studies of the effects of firm-level corporate governance on firm value, focusing on emerging markets. We assess the severe data, “construct validity,” and endogeneity issues in these studies, propose methods to respond to those issues, and apply those methods to a study of five major emerging markets -- Brazil, India, Korea, Russia, and Turkey. We develop unique time-series datasets on governance in each country. We address construct validity by building country-specific indices which reflect local norms and institutions. These similar-but-not-identical indices predict firm market value in each country, and when pooled across countries in firm fixed-effects (FE) and random-effects (RE) regressions. In contrast, a “common index” that uses the same elements in each country, has no predictive power in FE regressions. For the country-specific and pooled indices, FE and RE coefficients on governance are generally lower than in pooled OLS regressions, and coefficients with extensive covariates are generally lower than with limited covariates. These results confirm the value of using FE or RE with extensive covariates to reduce omitted variable bias. We develop lower bounds on our estimates which reflect potential omitted variable bias.

How do board characteristics influence the risk of bankruptcy? We study this question by
estimating classic Z-Score models using panel data comprising 2519 listed non-financial firms from
29 European countries over the 2012–2020 period. We found that board independence is associated
with lower risk of bankruptcy. In contrast, employee representatives have an adverse effect on
board monitoring capacity and are predicted to increase bankruptcy risk. The presence of female
directors and foreign directors on board—two indicators of board diversity—reduce bankruptcy
risk. While board independence and diversity decrease bankruptcy risk in financially non-distressed
firms, they have the opposite effect in financially distressed firms. These findings are statistically
and economically significant and hold, at least in part, under alternative specifications. Our findings
demonstrate the need for governance regulators, credit rating agencies, financial institutions, firms
and investors to lend more weight to board composition, especially under the conditions of impending
financial distress.

We study the relationship between female representation on boards and firm value and profitability in Turkey from 2011 to 2018, relying on hand-collected data covering the vast majority of listed firms. We build several proxies of female representation on boards and find no evidence that female directors predict firm value and profitability using broad measures that are typically required or mandated by regulators. However, we find that female directors predict higher firm value when they have a more active role in board governance through board committee memberships and when they are represented in these committees in relatively large numbers. The presence of female directors, who are members of controlling families is associated with higher firm value. The presence of female independent directors is associated with higher profitability. We also study three potential channels through which female directors might influence firm outcomes and find that the presence of female directors on boards and board committees (i) facilitates the production of financial statements of higher quality; (ii) may lead to lesser incidence of violations of capital market laws and regulations, and (iii) reduces the hoarding of negative news and the related stock price crash risk. We also compare female directors to their male counterparts and find limited evidence for systematic differences.

This article provides insights into the inner workings of internal corporate M&A teams using survey evidence from sixty-five firms from Austria, Germany, and Switzerland. We find that internal teams create value, especially relative to external advisors, by directing transaction rationales, screening targets, and employing performance metrics to assess post-merger success. Teams emphasizing economic rationales as a merger motive are associated with higher returns than those teams more apt to consider behavioral motives. We consider several team characteristics and find that financial experience is the most persistent and significant attribute in explaining the outcomes across various deal stages. Another key result from our survey-based evidence is that latent M&A team factors explain ∼54% of the acquirer fixed effects in announcement return regressions.

This article provides insights into the inner workings of internal corporate M&A teams using survey evidence from sixty-five firms from Austria, Germany, and Switzerland. We find that internal teams create value, especially relative to external advisors, by directing transaction rationales, screening targets, and employing performance metrics to assess post-merger success. Teams emphasizing economic rationales as a merger motive are associated with higher returns than those teams more apt to consider behavioral motives. We consider several team characteristics and find that financial experience is the most persistent and significant attribute in explaining the outcomes across various deal stages. Another key result from our survey-based evidence is that latent M&A team factors explain ∼54% of the acquirer fixed effects in announcement return regressions.

This article provides insights into the inner workings of internal corporate M&A teams using survey evidence from sixty-five firms from Austria, Germany, and Switzerland. We find that internal teams create value, especially relative to external advisors, by directing transaction rationales, screening targets, and employing performance metrics to assess post-merger success. Teams emphasizing economic rationales as a merger motive are associated with higher returns than those teams more apt to consider behavioral motives. We consider several team characteristics and find that financial experience is the most persistent and significant attribute in explaining the outcomes across various deal stages. Another key result from our survey-based evidence is that latent M&A team factors explain ∼54% of the acquirer fixed effects in announcement return regressions.

This article provides insights into the inner workings of internal corporate M&A teams using survey evidence from sixty-five firms from Austria, Germany, and Switzerland. We find that internal teams create value, especially relative to external advisors, by directing transaction rationales, screening targets, and employing performance metrics to assess post-merger success. Teams emphasizing economic rationales as a merger motive are associated with higher returns than those teams more apt to consider behavioral motives. We consider several team characteristics and find that financial experience is the most persistent and significant attribute in explaining the outcomes across various deal stages. Another key result from our survey-based evidence is that latent M&A team factors explain ∼54% of the acquirer fixed effects in announcement return regressions.

This article provides insights into the inner workings of internal corporate M&A teams using survey evidence from sixty-five firms from Austria, Germany, and Switzerland. We find that internal teams create value, especially relative to external advisors, by directing transaction rationales, screening targets, and employing performance metrics to assess post-merger success. Teams emphasizing economic rationales as a merger motive are associated with higher returns than those teams more apt to consider behavioral motives. We consider several team characteristics and find that financial experience is the most persistent and significant attribute in explaining the outcomes across various deal stages. Another key result from our survey-based evidence is that latent M&A team factors explain ∼54% of the acquirer fixed effects in announcement return regressions.

This article provides insights into the inner workings of internal corporate M&A teams using survey evidence from sixty-five firms from Austria, Germany, and Switzerland. We find that internal teams create value, especially relative to external advisors, by directing transaction rationales, screening targets, and employing performance metrics to assess post-merger success. Teams emphasizing economic rationales as a merger motive are associated with higher returns than those teams more apt to consider behavioral motives. We consider several team characteristics and find that financial experience is the most persistent and significant attribute in explaining the outcomes across various deal stages. Another key result from our survey-based evidence is that latent M&A team factors explain ∼54% of the acquirer fixed effects in announcement return regressions.

This article provides insights into the inner workings of internal corporate M&A teams using survey evidence from sixty-five firms from Austria, Germany, and Switzerland. We find that internal teams create value, especially relative to external advisors, by directing transaction rationales, screening targets, and employing performance metrics to assess post-merger success. Teams emphasizing economic rationales as a merger motive are associated with higher returns than those teams more apt to consider behavioral motives. We consider several team characteristics and find that financial experience is the most persistent and significant attribute in explaining the outcomes across various deal stages. Another key result from our survey-based evidence is that latent M&A team factors explain ∼54% of the acquirer fixed effects in announcement return regressions.

This article provides insights into the inner workings of internal corporate M&A teams using survey evidence from sixty-five firms from Austria, Germany, and Switzerland. We find that internal teams create value, especially relative to external advisors, by directing transaction rationales, screening targets, and employing performance metrics to assess post-merger success. Teams emphasizing economic rationales as a merger motive are associated with higher returns than those teams more apt to consider behavioral motives. We consider several team characteristics and find that financial experience is the most persistent and significant attribute in explaining the outcomes across various deal stages. Another key result from our survey-based evidence is that latent M&A team factors explain ∼54% of the acquirer fixed effects in announcement return regressions.

This study investigates how heterogeneity in family ownership affects the internationalization of business groups at different levels of market development. Building on the family business and corporate governance literatures, we hypothesize and find that coalitional family ownership increases, but majority family ownership decreases, the degree of internationalization. Moreover, internationalization declines when control is passed from the founder to later generations. Market development strongly influences the relationships between different family ownership types and internationalization. Our study suggests that family ownership can both hinder and facilitate internationalization depending on how it is dispersed and on the level of market development.

Drawing from the family business perspective, this study provides insights into how the heterogeneity arising from founding family structures explains why particular business groups grow extensively, while others faced with similar external market conditions do not, and how the effects of founding family structure change over time. We test our hypotheses by using a unique, hand-collected, and extensive panel dataset which contains information of the full demographic history of founding families and all public and private companies founded/acquired or divested over the 1925–2012 period for 51 business groups in Turkey. Consistent with our hypotheses, our findings show that family size is a major positive determinant of the number of affiliated firms and the group scope. This effect is more strongly driven by sons compared to daughters. Business groups also grow more extensively when the first-born child is male …

We develop a Clawback Strength Index and show that while some firms adopt unambiguous and strong clawback provisions, others adopt weak ones. We find that strong clawback adopters experience improvements in financial reporting quality, fewer CEO turnovers, and lower CEO pay. We advance two possible explanations: First, clawback strength may be primarily responsible for the improvements in reporting quality. Second, strong clawbacks may yield benefits because they are part of a broader reform package. While our findings on reporting quality and CEO turnover are consistent with both explanations, our results on CEO pay support only the broader reform explanation.

Some bidders voluntarily announce a merger negotiation before the definitive agreement. We propose an “announce-to-signal” explanation to these early announcements: they allow bidders to signal to target shareholders high synergies so as to overcome negotiation frictions and improve success rates. Consistent with signaling, we show that negotiation frictions predict earlier announcements. Early announced transactions are associated with higher expected synergies, offer premium, completion rates, and public competition. Moreover, bidder announcement returns do not suggest overpayment and the existence of agency issues in these transactions. Taken collectively, our findings rule out alternative explanations such as managerial learning from investors and jump bidding.

We discuss empirical challenges in multicountry studies of the effects of firm-level corporate governance on firm value, focusing on emerging markets. We assess the severe data, “construct validity,” and endogeneity issues in these studies, propose methods to respond to those issues, and apply those methods to a study of five major emerging markets -- Brazil, India, Korea, Russia, and Turkey. We develop unique time-series datasets on governance in each country. We address construct validity by building country-specific indices which reflect local norms and institutions. These similar-but-not-identical indices predict firm market value in each country, and when pooled across countries in firm fixed-effects (FE) and random-effects (RE) regressions. In contrast, a “common index” that uses the same elements in each country, has no predictive power in FE regressions. For the country-specific and pooled indices, FE and RE coefficients on governance are generally lower than in pooled OLS regressions, and coefficients with extensive covariates are generally lower than with limited covariates. These results confirm the value of using FE or RE with extensive covariates to reduce omitted variable bias. We develop lower bounds on our estimates which reflect potential omitted variable bias.