In March 2003, the Australian Stock Exchange (ASX) released new corporate governance guidelines, which included debatable “best practice” recommendations such as the adoption of an independent board and separation of the roles of chairperson and CEO. Given the premise that strong corporate governance enhances shareholder value and, by extension, increases initial public offering (IPO) issuers’ appeal to investors, this thesis assesses the level of conformity by a sample of Australian firms, which made an IPO between 1994 and 1999, with the best practice recommendations. We also examine the relationship between firm outcomes (including IPO underpricing, post-IPO long-run performance, and the likelihood of a SEO) and board governance quality, captured by board composition, board leadership, board size and share ownership of directors. These outcomes are addressed as they are important dimensions of firm performance that may be reasonably assumed to be associated with the quality of corporate governance, and these tests can provide an insight into the preference of investors who arguably are best placed to assess the appropriateness of the recommendations promoted by the ASX. Further, we analyse changes in IPO firms’ board structures from the time of listing to five years later to determine if IPO firms adopt governance structures that are more in line with the best practice recommendations after listing and if the changes are related to IPO firms’ long-run performance. Overall, we find that IPO firms that arguably have the strongest incentive to adopt the “optimal” board structures diverge substantially from ASX’s recommendations both at the time of IPO and five years later. IPO firms’ board structures are found to be unrelated with the level of IPO underpricing and board size, after controlling for the size of the firm, is significant in explaining both long-run aftermarket performance and the probability of a SEO. IPO firms with larger boards and those that increase the board size after listing are found to perform better in the long-run. However, contrary to expectation, smaller boards are associated with a higher likelihood of equity reissuance. Overall, the results lead us to question the role played by the board of directors in signalling firm quality. Our findings also suggest that ASX’s best practice recommendations are likely to distort the market-driven practices already in place.

Univ., Diss.--St. Gallen, 1999.

Thesis (doctoral)--Universiteit van Amsterdam, 1997. / Includes bibliographical references (p. 187-193) and index.

The recent massive shift by Americans into investment funds and the attendant rise of a core group of institutional shareholders has transformed the financial market landscape. This dissertation explores the economic and policy implications associated with this shift to intermediated capital markets. The underlying assumption has always been that the growing presence of institutional investors in capital markets would improve the corporate governance of their portfolio companies, thereby reducing managerial agency costs and increasing firm value. My research explains why the reality deviates from that ideal. Using two novel perspectives—tax and antitrust—this dissertation reveals the disruptive effects and market distortions associated with the rise of institutional ownership. Chapter 1 of this dissertation, Common Ownership: A Game Changer in Corporate Compliance, explores the effect of overlapping institutional ownership of public companies by institutional investors on corporate tax avoidance. Leading scholars now recognize that this type of “common ownership” can change company objectives and behavior in a way that may lead to economic distortions. This chapter explores one unexamined peril associated with such common ownership: the effect of this core group of institutional investors on the tax avoidance behavior of their portfolio companies. I show how common ownership can lead to a reduction in those companies’ tax liability by means of a newly recognized phenomenon I call “flooding.” This term describes a practice by which different companies that are owned by the same institutional shareholders simultaneously take aggressive tax positions to reduce their tax obligations. Due to the IRS’s limited audit capacity, this synchronized behavior is likely to overwhelm the agency and substantially reduce the probability that tax noncompliance will be detected and penalized. This outcome runs counter to the classic deterrence theory model (which assumes that the threat of enforcement deters noncompliance) and demonstrates how common ownership changes the way public firms approach legal risks. By revealing the systematic compliance distortion and attendant enforcement challenges that ensue when the same investors “own it all,” this chapter also highlights a hidden social cost of common ownership. Under the domination of common institutional investors, companies can more easily shirk their taxes, reducing U.S. tax revenues by billions. Ironically, many of these same investors proclaim themselves as socially responsible stewards of the companies they own, attracting millions of individual investors who factor Environmental, Social, and Governance (ESG) issues into their investment decisions. Corporate “flooding” affords an instructive example of the weakness of so-called ESG investment model. To mitigate the detrimental effect of common ownership on corporate tax compliance, this chapter proposes a double sanctions regime, whereby institutional investors would be penalized along with their portfolio companies for improper tax avoidance. Such a regime may help restore deterrence and may incentivize institutional investors to keep their social promises. Chapter 2 of this dissertation, The Agency Tax Costs of Mutual Funds, unveils another tax-related pitfall associated with what some scholars term the “separation of ownership from ownership” problem in intermediated markets. In such markets, retail mutual fund investors cede investment and voting decisions to institutional investors who manage the funds. As a result, actions undertaken unilaterally by financial intermediaries dictate the tax liability of passive individual investors. This chapter argues that the tax decisions of institutional investors are often guided by their own tax considerations rather than by the tax considerations of the beneficiaries who own mutual funds through conventional taxable accounts. Due to the pass-through tax rules that govern investment funds, these beneficiaries, unlike the institutional investors (who are compensated based on pre-tax performance), are tax-sensitive. These diverging incentives give rise to a new type of an agency costs problem. These agency tax costs arise from the institutional investors’ trading decisions, corporate stewardship activities, and their preferences in the mergers and acquisitions (M&A) context. I argue that the structure of M&A deals, the method of payment used in such deals, and even the premiums paid to sellers in such deals are distorted because the votes of passive tax-sensitive retail investors are cast by tax-insensitive institutional investors. As a result, institutional investors not only fail to replicate the tax outcomes that tax-sensitive investors could have achieved had they owned stock directly, but they also distort corporate voting outcomes for all stakeholders—even those with unmediated investments. This chapter proposes several options for mitigating agency tax costs, including mandatory separation of funds based on the tax profile of the beneficiaries, heightened tax disclosure by mutual funds, decentralization of votes in mutual fund sponsors, and pass-through voting systems. These alternatives would reduce the agency tax costs of mutual funds without imposing new agency costs on tax-insensitive shareholders who also rely on institutional investors for portfolio management. The agency tax costs problem undermines the traditional assumption that mutual funds and their individual investors have the common goal of maximizing returns. My research reveals that this underlying assumption is flawed, as it overlooks the tax rules that govern investment funds and the way these rules shape the economic incentives of mutual funds managers and advisors. These incentives create a conflict of interest between institutional investors and their tax-sensitive investors, which has been largely overlooked. The analysis of the agency tax costs problem also illuminates the ways in which the rise of financial intermediaries has impacted the tax behavior of public corporations, which in turn, has affected the tax liability of investors in capital markets. While this result has significant implications for market participants and society at large, the paths through which these effects occur and their underlying economic rationales have received little attention. This chapter addresses this scholarly gap by examining the role of corporate governance structures as well as the role of tax law and policy in shaping the tax incentives of the most powerful market actors in the U.S. economy. Chapter 3 of this dissertation, The Corporate Governance Cartel, offers a novel antitrust perspective on a growing phenomenon in capital markets that has accompanied the rise of institutional ownership: institutional investor coalitions. Traditionally, corporate law has regarded such coalitions as desirable, a solution to the well-known collective action problem facing public shareholders. In this chapter, I challenge that view by revealing the anticompetitive risks that investor coalitions pose. This chapter shows how investor coalitions can emerge at the border between firms and markets, affecting not only the intra-firm governance arrangements of the companies held by the coalition members—but capital markets as well. At the firm/market border, cooperation among institutional investors, even around seemingly benign corporate governance issues, provides an opportunity for tacit collusion among these investors in the markets in which they compete. To illustrate this problem, I use an antitrust lens to analyze the collective efforts of institutional investors to restrict the use of dual-class stock in initial public offerings (IPOs). This original account of the coalition against dual-class structures exposes the significant anticompetitive effects that may arise at the IPO juncture when competing buyers of shares in the primary market coordinate their response to a governance term. Since the members of the coalition collectively possess most of the expected market demand for public offerings, their joint efforts can be seen as an exercise of buyer-side power. The exploitation of such power effectively creates a cartel of buyers in the primary market, resulting in two potential economic distortions: (1) abnormal underpricing of dual-class offerings, and (2) suboptimal governance arrangements. Both distortions reveal overlooked perils associated with the massive aggregation of power by institutional investors. In my antitrust analysis of investor coalitions, I also focus on institutional investor consortiums, trade associations that promote governance principles on behalf of their institutional members, which notably are on the rise. In analyzing these consortiums, this chapter draws upon antitrust rules relative to standard-setting organizations and explores how these anticompetitive risks are exacerbated by these investor consortiums. Finally, this chapter proposes immediate regulatory responses aimed at preventing institutional investors from engaging in collective actions that limit competition. The suggested policies represent a means to resolve the delicate tension between the goal of corporate law to encourage collaboration among shareholders and the goal of antitrust law to restrict cooperation among competitors.

As technology accelerates the dynamism in the global markets, companies are forced to adapt to the changing landscape. A company’s success in navigating the external environment depends on their dynamic capabilities. One of the most critical moments for many companies’ is when they conduct an IPO. Research into how an IPO affects a firm is necessary since newly listed firms have been shown to underperform compared to private firms. Dynamic capabilities have been observed to be of critical importance for IPO firms and previous research suggests that an IPO changes processes that affects a firm's ability to develop dynamic capabilities. This study explores how the development of dynamic capabilities is affected by changes to microfoundations following an IPO. The study gains insight into the subject by conducting interviews with executives from Swedish firms that underwent the IPO process during 2018-2020. The empirical findings indicate that seven microfoundations are affected by going public. The study contributes to prevailing literature by laying the groundwork for future research on how a firm's ability to develop dynamic capabilities is affected by going public and it has the potential to be a practical tool when making strategic decisions during and after an IPO process.

[pt] Esta tese teve por objetivo investigar os impactos percebidos e as implicações da abertura de capital de empresas familiares na identidade organizacional e na identificação dos indivíduos. A abertura de capital tem sido um instrumento utilizado pelas empresas, e, em especial, pelas brasileiras, como fonte de financiamento para seus projetos de expansão, inseridos no contexto da adoção de estratégias de valorização e crescimento. Embora a mudança organizacional seja, em linhas gerais, objeto de muitas investigações, o tipo de mudança foco deste estudo sobre o qual nos debruçamos, a saber, o processo de abertura de capital, tem sido pouco abordado pelos estudos organizacionais. Ainda que o tema seja frequentemente estudado sob as perspectivas financeira e econômica, ele parece provocar, nas organizações, implicações ainda pouco conhecidas. Este estudo adotou o paradigma interpretativo (Burrell e Morgan, 1979), por meio de uma pesquisa qualitativa de caráter exploratório (Gil, 1989), com base em um estudo de caso instrumental (Stake, 1995; 2000). As evidências foram coletadas por meio de (a) levantamento bibliográfico sobre a empresa; (b) investigação de base documental; (c) análise de documentos internos disponibilizados pela empresa, e (d) entrevistas com gestores. Os resultados indicaram que a abertura de capital é um evento organizacional que pode suscitar mudanças mais profundas nas organizações de forma similar às cisões e fusões, já tão presentes na literatura por meio de pesquisas empíricas. As conclusões permitiram identificar um grupo de implicações teóricas e práticas, que podem suportar tanto pesquisadores estudiosos do tema como executivos e gestores responsáveis por processos de abertura de capital nas organizações. / [en] This thesis aimed to investigate the perceived impacts and implications of the initial public offering in a family-owned business for the organizational identity and identification of its members. The IPO is considered as a source of financing for expansion projects, within the context of the adoption of value growth strategies, used by companies - especially by the Brazilian companies. Although organizational change is a recurrent subject of investigations in the academic literature, this study investigates a specific type of change that has been poorly addressed by the organizational studies. Even though there is vast empirical literature addressing IPO s, they often investigate the issue from the financial and economic perspectives, and yet little is known about the implications from the organizational perspective. This study adopted the interpretive paradigm (Burrell and Morgan, 1979), through an exploratory qualitative research (Gil, 1989), based on an instrumental case study (Stake, 1995, 2000). Evidence was collected through (a) media and literature review about the company, (b) public documents research, (c) analysis of internal documents provided by the company, and (d) interviews with managers. The results of this case study revealed that the IPO is an organizational event that can raise the most profound changes in organizations similar to spin-offs and mergers that have already been addressed through empirical research. The findings of this research lead to a group of theoretical and practical implications that can support both academics interested in this issue and executives and managers responsible for preparing the IPO process in organizations.

Made available in DSpace on 2016-04-25T16:45:00Z (GMT). No. of bitstreams: 1 Luiz Fernando da Silva.pdf: 1204358 bytes, checksum: af6d5edea1d708cb854beda7241a491c (MD5) Previous issue date: 2007-10-26 / The segment of vehicles rental is characterized as an industry that requires intensive, long-term capital for the financing of the renewal of its fleet and implementation of growth strategies. Going public is a good alternative of access to one s own capital, once the funding cost should be lower, in theory. The adoption of this financing strategy depends on principles and good corporate governance practices that are necessary for entering in the differentiated segments of corporate governance of Bovespa (São Paulo State Stock Exchange). The globalization of the markets is compelling companies to focus their attention on the management based on performance measures to check if the company and its administrators are creating value for the shareholders. In a world with fast changes, where the search for results is constant, the aggregated value aspect has been more and more questioned and debated at companies. This dissertation's purpose is to determine if a Brazilian company within the vehicles rental going public can generate value to its shareholders and increase its wealth. In order to do that, this work studied and presented results on the following aspects: the first one, a research on the vehicles rental sector in Brazil, checking, among other items, the scenery, its indicators and perspectives for 2007; the second, a determination of the history of the company Localiza Rent a Car, case study object, presenting its governance model, mapping the best corporate governance practices recommended by IBGC and by CVM in order to check the adhesion level; third, an analysis of the results disclosed by Localiza before and after OPA; and, finally, an analysis of the capital cost and the EVA® , checking if the cost of source of funds diminished and if value was generated to the shareholders after going public. Through the results obtained, we can affirm that, after OPA, Localiza generated value to its shareholders and increased its wealth, and the cost of source of founds also diminished; however, we cannot attribute this growth only to going public, because of the diversity of variables that impact the segment of vehicles rental / O segmento de locação de veículos caracteriza-se como uma indústria que requer capital intensivo de longo prazo para financiamento da renovação de sua frota e implementação de estratégias de crescimento. A abertura de capital em bolsa de valores apresenta-se como uma boa alternativa de acesso a capital próprio, uma vez que o custo de captação em tese deveria ser menor. A adoção dessa estratégia de financiamento depende de princípios e boas práticas de governança corporativa necessários para o ingresso nos segmentos diferenciados de governança corporativa da Bovespa. A globalização dos mercados está obrigando as empresas a focarem sua atenção para a gestão baseada em medidas de desempenho para verificar se a empresa e seus administradores estão criando valor para os acionistas. Num mundo de rápidas mudanças, onde a busca por resultados é uma constante, o aspecto valor agregado tem sido cada vez mais questionado e discutido nas empresas. A presente dissertação teve por objetivo verificar se a abertura de capital de uma empresa brasileira do segmento de locação de veículos pode gerar valor aos seus acionistas e aumentar suas riquezas. Para tanto este trabalho estudou e apresentou resultados sobre os seguintes aspectos: o primeiro, uma pesquisa sobre o setor de locação de veículos no Brasil, verificando, entre outros itens, o cenário, seus indicadores e perspectivas para 2007; o segundo, um levantamento da história da empresa Localiza Rent a Car, objeto do estudo de caso, apresentando seu modelo de governança, mapeando as melhores práticas de governança corporativa recomendadas pelo IBGC e pela CVM para verificar seu nível de adesão; em terceiro, uma análise dos resultados divulgados pela Localiza antes e após a OPA; e em quarto e último, uma análise do custo de capital e do EVA® , verificando se o custo de captação de recursos diminuiu e se foi gerado valor para seus acionistas após a abertura de capital. Através dos resultados obtidos podemos afirmar que após a OPA a Localiza gerou valor para os seus acionistas e aumentou suas riquezas, além do custo de captação de recursos ter diminuído, entretanto, não podemos atribuir este crescimento somente a sua abertura de capital, devido à diversidade de variáveis que atingem o setor de locação de veículos

Submitted by Elba Lopes (elba.lopes@fecap.br) on 2017-11-18T16:34:14Z No. of bitstreams: 2 ANATOLI DIAS ORLOVAS.pdf: 380790 bytes, checksum: ed39ab77e72e71915d8186a36ca1276b (MD5) license_rdf: 0 bytes, checksum: d41d8cd98f00b204e9800998ecf8427e (MD5) / Made available in DSpace on 2017-11-18T16:34:14Z (GMT). No. of bitstreams: 2 ANATOLI DIAS ORLOVAS.pdf: 380790 bytes, checksum: ed39ab77e72e71915d8186a36ca1276b (MD5) license_rdf: 0 bytes, checksum: d41d8cd98f00b204e9800998ecf8427e (MD5) Previous issue date: 2017-03-28 / The objective of this study is to verify if the use of multiples for valuation of companies during their initial public offering is a good predictor of their stock prices. For this study, 71 IPO???s from the Brazilian market that met the selection criteria were analyzed among 117 IPO???s that were approved by the CVM during the period from 2004 to 2014, using the three valuation multiples with higher incidence of recommendations among the analyzed scientific studies surveyed for the elaboration of this work: Price to Book, Price to Earnings and Enterprise Value to EBITDA. This study has compared the multiples of IPOs with the same multiples of companies belonging to the same sector of activity (peers), in two distinct moments: (i) the day of the IPO's and (ii) the day before of the IPO. The analysis was structured in three models: (i) relating the multiple of the IPO to the mean, median and harmonic mean of this same multiple for their peers, (ii) adding dummies related to the year of IPO in the previous model and (iii) adding variables related to size, leverage and return to the previous model. For all models, MQO regressions were performed. As a result, the work found statistical significance to the multiple Price to Earnings when the mean was used in the Model III, showing significance with the use of the difference of returns. Statistical significance was also founded to the multiple Enterprise Value to EBITDA when the mean was used to the Model I, which show the best adjustments demonstrated by R??, although it did not find statistical significance for the Price to Book multiple. / O trabalho a seguir tem por objetivo analisar se a utiliza????o de m??ltiplos para a avalia????o de empresas no momento de sua abertura de capital ?? um bom previsor para o pre??o das a????es destas empresas. Para este trabalho foram analisados 71 IPO???s do mercado brasileiro que atenderam aos crit??rios de sele????o entre os 117 IPO???s que foram aprovadas pela Comiss??o de Valores Mobili??rios ??? CVM, durante o per??odo de 2004 a 2014, utilizando-se dos tr??s m??ltiplos com maior incid??ncia de recomenda????es entre os estudos pesquisados para a elabora????o deste trabalho: Price to Book, Price to Earnings e Enterprise Value to EBITDA. O trabalho comparou os m??ltiplos dos IPO???s com os mesmos m??ltiplos de empresas pertencentes ao mesmo setor de atua????o (peers), em dois momentos distintos: (i) o dia da estreia do IPO na bolsa e (ii) o dia de negocia????es anterior a esta estreia. As an??lises foram estruturadas em 3 modelos, sendo: (i) relacionando o m??ltiplo do IPO com a m??dia, mediana e m??dia harm??nica deste mesmo m??ltiplo para seus peers, (ii) acrescentando dummies referente ao ano da emiss??o do IPO ao modelo anterior e (iii) acrescentando vari??veis relacionadas ao tamanho, alavancagem e endividamento ao modelo anterior. Para todos os modelos, foram realizadas regress??es MQO. Como resultado, o trabalho encontrou signific??ncia estat??stica para os m??ltiplos Price to Earnings quando utilizada a m??dia para o Modelo III, apresentando signific??ncia com a utiliza????o da diferen??a dos retornos. Encontrou tamb??m signific??ncia estat??stica para o m??ltiplo Enterprise Value to EBITDA, quando utilizada a m??dia para o Modelo I, o qual apresentou melhores ajustes demonstrados pelo R??, embora n??o tenha encontrado signific??ncia estat??stica para o m??ltiplo Price to Book.

Techn. Hochsch., Diss.--Aachen, 2004. / Literaturverz. S. 396 - 431.

Univ., Diss.--Bern, 2006.