Cross-Listing, Close Bank-Firm Relationships and Ownership Structure: Empirical Evidence on Corporate Governance Mechanisms

Corporate governance aims to reduce expropriation of investors by managers. This thesis identifies and empirically examines three corporate governance mechanisms: cross-listing in the United States, close bank-firm relationships in Germany and corporate ownership structure in an emerging market. To test the implications of these mechanisms the following questions are addressed: (i) is cross-listing in the United States an effective corporate governance mechanism reducing the profitability of insider trading? (ii) what is the influence of close bank-firm relationship on corporate investments? (iii) how does the corporate ownership structure affect the information content of accounting earnings?First, the thesis addresses the influence of cross-listing in the United States as a corporate governance mechanism. It examines information content of insider trading in British companies that list only domestically and in those that also cross-list in the United States. It argues that because of legal bonding, insiders in companies cross-listed in the United States may gain significantly lower abnormal returns, as they may be less likely to trade on price sensitive information. Generally, the empirical results show that insider trading in cross-listed companies is significantly less profitable than in companies listed domestically. The main findings corroborate the notion that a company can voluntarily strengthen protection of outside investors by cross-listing in the United States and thus renting more effective legal protection of outside investors.To address the second research question, the focus is placed on the unique close bank-firm relationships specific for the German corporate governance system. Close bank ties may reduce information asymmetry and enable banks to supply more external finance to the firm and consequently foster investment. This study empirically examines the influence of close bank-firm relationships as a corporate governance mechanism on liquidity sensitivity of investment of German manufacturing firms. The empirical evidence shows that close bank-firm relationships reduce the firm’s liquidity sensitivity of investment. Investments in firms with close bank ties are much less sensitive to internally generated cash flow than for firms without close bank ties. The results support the common belief that universal banks are an important element of the German corporate governance system and close bank-firm relationships have a positive effect on the firm’s investments.The ownership structure as a corporate governance mechanism in an emerging market is studied on the Polish stock market. In particular, the thesis investigates the implication of managerial ownership and block holders on the information content of accounting earnings. The results demonstrate a negative impact of managerial ownership on the information content of earnings when the company has low unrelated block ownership, and the relationship reverses for companies with high proportion of unrelated block ownership. The evidence suggests that unrelated block ownership may act as a partial substitute for missing corporate governance institutions to increase the information content of earnings.Overall, each of the markets investigated in this thesis has a different set of corporate governance mechanisms that are proved to work efficiently in given environment. The US system is recognised as the most effective in the world and can be borrowed by foreign companies through cross-listing in the United States. In Germany, close bank-firm relationships are identified as effective corporate governance mechanism that protects investors and helps maintain long-term development and stability of the company. The concentration of corporate ownership structure is characteristic for emerging markets, including Poland, where large shareholders have the power to monitor managers and can act as a corporate governance mechanism that substitutes lacking law enforcement.