United States cross-listings, the private benefits of control, and ownership structure.

摘要

Recent research on cross-listing focuses on the corporate governance and legal aspects of listing in the U.S. Coffee (1999, 2001) and Stulz (1999) state that there are important disclosure, governance, and legal implications for non-U.S. firms that cross-list on a U.S. exchange. This dissertation provides empirical evidence on the impact of cross-listing on the private benefits of control and on ownership structure.; The first dissertation essay shows that non-U.S. firms that cross-list on U.S. exchanges via American Depositary Receipts have voting premiums that are on average 43% lower than other non-U.S. firms that do not cross-list. Using a panel data set comprised of 745 firms that have dual class shares, this essay shows that the difference in voting premiums is statistically significant after controlling for firm and country level characteristics and that this result is robust to alternative benchmarks and methodologies. Further, it finds that the voting premium decreases by a larger amount for firms from countries that provide poor protection to minority investors. An event study shows that both the high and low voting share classes benefit from the announcement of an ADR program, although the low voting class benefits by a larger amount, which leads to the decrease in the voting premium. Overall, the evidence supports the bonding hypothesis: cross-listing in the U.S. improves the protection afforded to minority investors and decreases the private benefits of control.; The second dissertation essay studies the changes in ownership and control that occur after firms cross-list in the U.S. Recent studies show that firms in countries where the legal protection of minority shareholders is strong have less concentrated ownership structures than firms in countries where the legal protection of minority investors is weak. This essay examines whether and how ownership structure changes when the legal protection afforded to minority shareholders increases. A sample of firms from emerging markets countries that list their shares in the U.S. is used to test how the increase in legal protection accompanied by a U.S. listing affects their ownership and control. Prior to listing in the U.S., the sample firms have large controlling shareholders, primarily families. After listing, there is a decrease in ownership concentration, but there is no shift to a diffuse ownership structure and the majority of controlling shareholders retain significant voting rights. However, the sample firms are significantly more likely to experience a control change than a sample of benchmark firms. As a result of the control changes, the ownership composition of the sample firms changes significantly: there is a decrease in the number of firms that are controlled by families, partnerships, and management, and an increase in the number of firms that are controlled by other public corporations.