Ownership Duration and Firm Performance

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1 Ownership Duration and Firm Performance Øyvind Bøhren, Richard Priestley and Bernt Arne Ødegaard Norwegian School of Management BI Jan 2005

2 Overview Ownership duration. Corporate Governance. Measuring duration: Problems... Facts about ownership duration. What determines ownership duration? Does duration affect corporate performance?

3 Focus of this paper: Ownership Duration Ownership duration: Ex ante: What horizon does an equity investor have when buying an equity stake? Ex post: How long did an equity investor hang on to the shares before selling? Does an equity owner s horizon s matter? In a complete and efficient market: No If firms are run to maximize value, and this is common knowledge, the value of a firm will reflect the present value of future cash flows. But doesn t the owners investment horizon guide her to choose a company with a similar horizon? No. Equities can be sold at any time. What matters is that an equity value correctly reflects the future cash flows.

4 Opinions about ownership patience Everybody has opinions about ownership patience Ownership patience is good, it allows companies to take a long view. Short owner horizons forces companies to focus on next quarter s results. Impatient owners are good, their focus on the economic results force companies to make optimal decisions. Patience should be tailored: Some companies need long term owners since they have long investment horizons, others can get by with short term owners. Question: How many of these opinions violate the basic notion of market efficiency?

5 What market imperfections can make ownership patience matter? Asymmetric information Uncertainty about a company s value may make it pay for equity owners to become informed. Agency problems. Large owners can have a monitoring role in disciplining management. Incentive: With a large stake an owner sees effects immediately on the value of his stake Problem: All other owners free ride on the large owner s monitoring of management Long term horizon on equity investment: Spreads the costs/benefits for a large owner over longer time frame. Part of the learning by owners cheap (osmosis). motivate looking at ownership duration in a corporate governance setting.

6 Corporate Governance Broadly: Studies the link between how a corporation is organized and its (economic) results. A very broad area of study. The Jensen and Meckling (1976) view of the firm as a nexus of contracts. Conflicts of interests between: Shareholders Creditors Management... Agency Problems. Asymmetric information.

7 Corporate Governance Economic Performance studies Corporate Governance theories. Many partial theories, eg. Owner Manager conflict: Incentives, empire building, waste of resources... Debt Equity conflict. Information: Inside / Outside information Signaling to market. Boards: Chosen by whom? Not really a comprehensive, testable theory.

8 Testing link governance performance Empirical implementations of test of the link between corporate governance and economic performance. Crossectional regressions Dependent variable: Measure of economic performance Independent variables: Governance related (suggested by theory) Non-governance related, but still important for performance.

9 Governance related variables Insider ownership (mitigate shareholder-manager conflicts) Ownership concentration Owner type State Financial Foreign Industrial (nonfinancial) Private (individual) Security design (e.g. nonvoting stock) Capital Structure Typical Controls (non-governance related) Product markets / Industry Firm size (Not always obvious what goes where)

10 Empirical Governance - Performance studies Well known examples Demsetz and Lehn (1985) Morck et al. (1988) McConnell and Servaes (1990) Agrawal and Knoeber (1996) Cho (1998) Bøhren and Ødegaard (2003) (Norway) Look at Norwegian results (typical)

11 Our paper Main Focus of the paper: Adds ownership duration as a governance mechanism. But: Additionally: Generates useful stylized facts about ownership duration.

12 Ownership duration. Relevant literature Limited literature concerning ownership duration directly. Theoretical Du (2001) Impatience: Commitment device Empirical Bhagat et al. (2004): Relationship investing Gaspar et al. (2005): Link patience of institutional owners and performance in a takeover setting.

13 Problem: How to measure ownership duration? What owners to focus on? Based on rank (largest owner only? averages of the largest owners? weighted average based on rank/duration?) Based on stake (fraction owned?) The cutoff problem in measurement. (Only observe a finite number of years)

14 How to define ownership duration? Fraction held 60% 40% 20% Ways of defining individual duration 1 Time until owner lowers ownership stake. 2 Time until owner changes rank. 3 Time until owner lowers rank. Duration Owner definition A B Owner B Owner A Time

15 Duration definitions Will focus on the duration definitions: Time until owner lowers stake (Information Duration) Time until owner changes rank (Governance Duration)

16 Problems in defining duration, ctd What owners to focus on: The largest only? Owners above some threshold stake/rank? Only the owner with the longest duration? (Averages of) owners satisfying some criteria on size? Governance effects: Largest owners most important?

17 Problems in defining duration, ctd The cutoff problem First Obs Last Obs Owner A Owner B Owner C Owner D Time Focus on Firms surviving whole period? All firms? Check sensitivity of conclusions to this

18 Data Oslo Stock Exchange Stock exchange: (OBI) Stock returns etc Accounts Announcements: Insider trades Securities Registry (VPS) Annual owner lists, all owners. Lists are anonymized, but with an unique ID which allow us to follow each owner over time. Data include owner type code, split into State owners Individual (Private) owners Financial owners (Mutual funds etc) Industrial owners (Nonfinancials) Foreign owners

19 Facts: Ownership Duration at the Oslo Stock Exchange

20 Determinants of Ownership Duration OLS regressions Binary choice analysis

21 Duration Determinants: OLS regressions {z } {z } {z } Duration measure z } z { } z { } { Governance variables Controls

22 Duration Determinants: OLS regressions Duration = f ( Governance variables measure Controls )

23 Duration Determinants: Binary Choice Analysis Keep stake Sell stake Sell stake Keep stake Keep stake... Sell stake Idea: (long) duration is the result of a sequence of annual decisions.

24 Duration Determinants: Binary Choice Analysis ctd Should you stay or = f ( Governance variables should you go Controls )

25 Does Ownership Duration affect firm performance? Implementing an empirical test of whether duration and performance is linked. 1 Regressions of averages. 2 Forward-looking regressions

26 Performance: OLS regressions Largest Owner 1 Owner Owner 2 Owner 3 { Duration m } {{ } {{ } {{ Governance } Controls { }} { }} { }} { Performance

27 Performance: OLS regressions Performance = f ( Duration (average) Governance variables Controls )

28 Performance: Sequential Regressions Idea: Performance - result of past owner s patience Largest Owner Q {z } Duration measure Governance variables Controls

29 Conclusions Most owners are impatient The largest least impatient, but seldom patient Fincial insitutions: Least patient, owned by the least patient Duration and performance Indirect ownership has problems Financial institutions: Focus on short term results? Industrial owners: Sleeping? Direct ownership: Works better Patient private owners positive Foreign owners the same Thus: Patient ownership not a necessary condition for good governance. Good short term owners are not that bad...

30 Agrawal, A. and Knoeber, C. R. (1996). Firm performance and mechanisms to control agency problems between managers and shareholders. Journal of Financial and Quantitative Analysis, 31(3): Bhagat, S., Black, B., and Blair, M. (2004). Relational investing and firm performance. Journal of Financial Research, pages Bøhren, Ø. and Ødegaard, B. A. (2003). Governance and performance revisited. Finance Working Paper No. 28/2003, European Corporate Governance Institute. Cho, M.-H. (1998). Ownership structure, investment and the corporate value: An empirical analysis. Journal of Financial Economics, 47: Demsetz, H. and Lehn, K. (1985). The structure of corporate ownership: Causes and consequences. Journal of Political Economy, 93: Du, J. (2001). Vote by foot: Investor impatience and corporate governance. Working paper, Chinese University of Hong Kong. Gaspar, J.-M., Massa, M., and Matos, P. (2005). Shareholder investment horizons and the market for corporate control. Journal of Financial Economics, 76(1): Jensen, M. C. and Meckling, W. H. (1976). Theory of the firm: Managerial behavior, agency costs and ownership structure. Journal of Financial Economics, 3: McConnell, J. J. and Servaes, H. (1990). Additional evidence on equity ownership and corporate value. Journal of Financial Economics, 27: Morck, R., Shleifer, A., and Vishny, R. W. (1988). Mangement ownership and market valuation: An empirical analysis. Journal of Financial Economics,

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