グループ企業と独立企業のコーポレート・ガバナンス
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概要
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In this paper, an independent firm is defined as a Japanese firm that has both weaker ties to banks and weaker cross-shareholding ties, while a corporate group-affiliated firm is defined as a Japanese firm that has either stronger ties to banks or stronger cross-shareholding ties. In other words, the latter is a firm that seems to belong to a zaibatsutype industrial group. The purpose of this paper is to examine empirically whether there are statistically significant differences in corporate governance structure and firm performance between a subsample of 353 independent firms and 894 corporate group-affiliated firms. First, as a result of univariate comparisons and multivariate analysis, I find that independent firms display significantly higher levels of managerial equity ownership and higher equity ownership by foreign investors than corporate group-affiliated firms. On the other hand, there are no significant differences in the percentage of outside directors on the board and the board size between independent firms and corporate group-affiliated firms. Second, my empirical analysis shows that independent firms are more likely to use stock options than corporate group-affiliated firms. This suggests that managers of independent firms are more motivated to maximize shareholder value than those of corporate group-affiliated firms. I also find that the level of foreign ownership is positively related to the likelihood to use stock options and the percentage of outside directors on the board. These results imply that foreign investors may encourage managers to use stock options and increase the number of outside directors on the board in order to act in the best interests of shareholders. Finally, I document substantially better firm performance for independent firms. As described above, independent firms maintain relatively weak cross-shareholding relationships. This means that they are more vulnerable to hostile takeovers than corporate group-affiliated firms. Greater fears of hostile takeovers in independent firms and significant differences on incentive structure, including managerial ownership and stock options, between independent firms and corporate group-affiliated firms might be causes of better performance for independent firms.
- 日本経営学会の論文
- 2008-04-20