Ailsa Röell

Corporate Governance and Control

Corporate governance is concerned with the resolution of collective action problems among dispersed investors and the reconciliation of conflicts of interest between various corporate claimholders. In this survey we review the theoretical and empirical research on the main mechanisms of corporate control, discuss the main legal and regulatory institutions in different countries, and examine the comparative corporate governance literature. A fundamental dilemma of corporate governance emerges from this overview: regulation of large shareholder intervention may provide better protection to small shareholders; but such regulations may increase managerial discretion and scope for abuse.

The Geography of Equity Listing: Why Do Companies List Abroad?

This Paper documents the aggregate trends in the foreign listings of companies and analyses both their distinctive pre-listing characteristics and their post-listing performance relative to other companies. In the 1986-97 interval, many European companies listed abroad, but did so mainly on US exchanges. At the same time, the number of US companies listed in Europe decreased. The cross-listings of European companies appear to have sharply different motivations and consequences depending on whether they cross-list in the United States or within Europe. In the first case, companies pursue a strategy of rapid expansion and large equity issues after the listing. They rely increasingly on export markets and tend to belong to high-tech industries. In the second case, companies do not grow more than the control group, and increase their leverage after the cross-listing. The only features common to all cross-listing companies are their large size and their tendency to be recently privatized companies.

The Choice of Stock Ownership Structure: Agency Costs, Monitoring, and the Decision to Go Public

From the viewpoint of a companys controlling shareholder, the optimal ownership structure generally involves some measure of dispersion, to avoid excessive monitoring by other shareholders. The optimal dispersion of share ownership can be achieved by going public, but this choice also entails some costs (the cost of listing and the loss of control over the shareholder register). If the controlling shareholder sells shares privately instead, he avoids the costs of going public but must tolerate large external shareholders who may monitor him too closely. Thus, the owner faces a trade-off between the cost of providing a liquid market and overmonitoring. The incentive to go public is stronger, the larger the amount of external funding required. The listing decision is also affected by the strictness of disclosure rules for public relative to private firms, and the legal limits on bribes aimed at dissuading monitoring by shareholders.

Blockholdings in Europe:: An international comparison1

Abstract We preview empirical work by the European Corporate Governance Network on the size of block shareholdings in Europe. The most salient finding is the extraordinarily high degree of concentration of shareholder voting power in Continental Europe relative to the U.S.A. and the U.K. Thus the relationship between large controlling shareholders and weak minority shareholders is at least as important to understand as the more commonly studied interface between management and dispersed shareholders.

What makes stock exchanges succeed? Evidence from cross-listing decisions

Despite the increasing integration of capital markets, geography has not yet become irrelevant to finance. Between 1986 and 1997, European public companies have increasingly listed abroad, especially in the U.S. We relate the cross-listing decisions to the characteristics of the destination exchanges (and countries) relative to those of the home exchange (and country). European companies appear more likely to cross-list in more liquid and larger markets, and in markets where several companies from their industry are already cross-listed. They are also more likely to cross-list in countries with better investor protection, and more efficient courts and bureaucracy, but not with more stringent accounting standards.

Risk Aversion in Quiggin and Yaari's Rank-Order Model of Choice under Uncertainty

This paper studies the rank-dependent model of choice under uncertainty proposed by J. Quiggin in 1982 and elaborated by M. E. Yaari in 1984. First, a rigorous axiomatic foundation for the model is provided. A very close analogy with expected utility theory is drawn permitting a considerably simplified treatment. Risk aversion and its measurement are then studied; two characterizations, one weaker and one stronger, are presented in addition to the one considered by Yaari. Lastly, risk aversion and other properties of th model are related to empirically observed departures from expected utility maximizing behavior. Copyright 1987 by Royal Economic Society.

A comparison of the cost of trading French shares on the Paris Bourse and on SEAQ International

Abstract This paper analyses the cost of trading French shares on two exchanges, the Paris Bourse and Londons SEAQ International. Using a large data set consisting of all quotes, limit orders and transactions for a two month period, it is shown that for small transactions the Paris Bourse has lower implicit transaction costs, measured by both the effective and quoted bid-ask spread. The market in London, however, is deeper and provides immediacy for much larger trades. Moreover, we find that the cost of trading is decreasing in trade size, rather than increasing over the range of trade sizes that we examine. This suggests that order processing costs are an important determinant of bid-ask spreads, since competing market microstructure theories (adverse selection, inventory control) predict bid-ask spreads increasing in trade size.

The Geography of Equity Listing: Why Do European Companies List Abroad?

This paper documents the aggregate trends in the foreign listings of companies and analyzes both their distinctive pre-listing characteristics and their post-listing performance relative to other companies. In the 1986-97 interval, many European companies listed abroad, but did so mainly on US exchanges. At the same time, the number of US companies listed in Europe decreased. The cross-listings of European companies appear to have sharply different motivations and consequences depending on whether they cross-list in the United States or within Europe. In the first case, companies pursue a strategy of rapid expansion fuelled by high leverage before the listing and large equity issues after the listing. They rely increasingly on export markets both before and after the listing, and tend to belong to high-tech industries. In the second case, companies do not grow more than the control group, and increase their leverage after the cross-listing. Also, they fail to increase their foreign sales in the wake of the cross-listing. The only common features of the two groups are their large size, high foreign sales before cross-listing and high R&D spending after cross-listing.

Trading systems in European stock exchanges: current performance and policy options

Stock markets Marco Pagano and Ailsa Roell The deregulation of financial markets and the liberalization of international capital flows raises a number of challenging issues. Market participants and policy-makers are treading largely uncharted territories. This article offers some markers, exploring the implications of economic principles and producing new evidence on European stock exchanges. One vast set of issues concerns the design of market operations. The article compares the merits, both in theory and in practice, of auctions versus market-making, of concentration versus fragmentation of trading, of batch auctions versus continuous markets and of single- versus dual-capacity dealers. Policy conclusions are grounded on a detailed analysis of the experience accumulated on European and North American exchanges. Another theme runs through this article: the implications for the relative competitiveness of European financial markets. Rapid changes have already occurred in the late 1980s: while much wholesale trade has moved to London, continental exchanges have grown at an accelerated pace. We examine whether this is connected to innovations in trading systems and regulation. The paper also attempts to foresee the geographical structure of Europes integrated stock markets. At stake is the hierarchy of financial centres, the potentially dangerous drift towards competitive deregulation and the scope for wholly computerized trading where market location becomes irrelevant.

Corporate law and governance

This chapter surveys the theoretical and empirical research on the main mechanisms of corporate law and governance, discusses the main legal and regulatory institutions in different countries, and examines the comparative governance literature. Corporate governance is concerned with the reconciliation of conflicts of interest between various corporate claimholders and the resolution of collective action problems among dispersed investors. A fundamental dilemma of corporate governance emerges from this overview: large shareholder intervention needs to be regulated to guarantee better small investor protection; but this may increase managerial discretion and scope for abuse. Alternative methods of limiting abuse have yet to be proven effective.