Antonio Gledson de Carvalho

Methods for multicountry studies of corporate governance: Evidence from the BRIKT countries

This document is an expanded working paper version of Black, de Carvalho, Khanna, Kim, and Yuroglu, Methods for Multicountry Studies of Corporate Governance: Evidence from the BRIKT Countries (2013), http://ssrn.com/abstract=2219525,which contains details on our governance indices and the five countries we study, and additional results, which were omitted from the main paper for space reasons. A replication dataset, accompanying codebook, and replication statistical code for the article and the expanded working paper are available at http://ssrn.com/abstract=2503520. We discuss empirical challenges in multicountry studies of the effect of firm-level corporate governance on firm value, focusing on emerging markets. We assess the severe data, “construct validity,” and endogeneity issues in these studies, propose methods to respond to those issues, and apply those methods to a study of five major emerging markets -- Brazil, India, Korea, Russia, and Turkey. We develop unique time-series datasets on governance in each country. We address construct validity by building country-specific indices which reflect local norms and institutions. These similar-but-not-identical indices predict higher firm market value in each country and when pooled across countries in firm fixed-effects (FE) and random-effects (RE) regressions. In contrast, a “common index” that uses the same elements in each country, has no predictive power. For the country-specific and pooled indices, FE and RE coefficients on governance are generally lower than in pooled OLS regressions; and coefficients with extensive covariates are generally lower than with limited covariates. These results confirm the value of using FE or RE with extensive covariates to reduce omitted variable bias. Bounds on sensitivity to omitted variable bias suggest that individual country results are often fragile.

Private Equity and Venture Capital in an Emerging Economy: Evidence from Brazil

The Private Equity and Venture Capital (PE/VC) financial model was initially developed in the US and, therefore, designed for the US institutional environment. The degree to which the US PE/VC model can perform in other institutional environments is an interesting question. This article is based on data supplied by all of the 65 PE/VC organizations with offices in Brazil in 2004. Comparing Brazil and the US, we found that the main similarities are: an industry composed mostly of independent organizations, managing capital coming mostly from institutional investors; capital is heavily concentrated regionally and in few organizations; investments are made within a close geographical distance; and software and IT are preferred sectors. The main differences are that for Brazil: investments are concentrated in more advanced stages of corporate development; since credit is scarce, few LBOs take place; low levels of sector specialization (PE/VC investing in a broad variety of industrial sectors); firm concentration in Sao Paulos financial district suggests a quest for commercial partners and strategic buyers for portfolio companies; and Brazilian PE/VC regulation recognizes the inefficiency of the legal system and forces the use of arbitration. We also discuss possible reasons for these adaptations.

Os efeitos da privatização sobre o desempenho econômico e financeiro das empresas privatizadas

This article focuses on the effect of privatization on the performance of privatized enterprises in Brazil. Our sample is the most extensive possible, including all privatized companies of the productive industry since 1991 for which financial statements were available. 15 indicators of performance were examined. Through panel data analysis it was possible to capture the effects of privatization on firms performance, controlling for important effects such as macroeconomic fluctuation, regulation, public listing, insertion in a tradable sector, minority governmental participation in the control, and merger or split before privatization. We found an increase in profitability and operational efficiency. The loss of governmental backing causes a financial restructuring through increase in current liquidity and reduction in long term indebtedness. The effects on investment, production, and payment of dividends and taxes are unclear.

Corporate Governance Indices and Construct Validity

We conduct an exploratory analysis of how researchers can address the issue of “construct validity”, which poses a major challenge to all studies of the effect of corporate governance on firm performance. Many corporate governance studies rely on aggregate governance “indices” to measure underlying, unobserved governance. But we are not confident that we know how to build these indices – often we are unsure both as to what is “good” governance, and how one can proxy for this vague concept using observable measures. These are construct validity questions.As the basis for analysis, we begin with our prior work, in which we build governance indices in four major emerging markets (Brazil, India, Korea, and Turkey). In that work, we argue that one must build country-specific indices, which use country-specific elements that reflect local norms, local institutions, and local data availability. We show that these similar-but-not-identical indices predict firm market value in each country and when pooled across countries, in firm fixed-effects (FE) regressions with extensive covariates. This approach puts great stress on the construct validity challenge of assessing how well a governance measure matches the underlying concept. We address here what can be said about how well these four country-specific indices, and subindices for aspects of governance such as board structure or disclosure, measure unobserved, underlying actual governance quality.

Private Equity and Venture Capital in Brazil: An Analysis of its Recent Evolution

This article focuses on the main idiosyncrasies of the PEVC in Brazil and its evolution from 2004 to 2009. The main idiosyncrasies are the participation of investors in the investment process, absence of leveraged buyouts, shared control and use of special rights to compensate for the absence of a controlling stake. The main changes observed are the increase of private equity investments vis-a-vis venture capital, of the efficiency of managers in the selection process, of the use of special rights to compensate for the lack of control in the portfolio companies such as veto power, of the use of arbitration panels for the resolution of conflicts, and of the participation of limited partners in the investment process.

Which Aspects of Corporate Governance Matter in Emerging Markets: Evidence from Brazil, India, Korea, and Turkey

There is evidence that a broad measure of corporate governance predicts higher firm values in emerging markets, but little evidence on which specific aspects of governance drive that overall relationship. We study that question by asking which aspects of corporate governance consistently predict firm market value across four major emerging markets (Brazil, India, Korea, and Turkey), using a unique dataset that lets us build country-specific indices in each country for disclosure, board structure, ownership structure, shareholder rights, board procedure, and control of related party transactions. We find that disclosure predicts higher market value in each country (within disclosure, the principal predictor is financial disclosure); board structure has a positive coefficient in all countries and is significant in Brazil and Korea (within board structure, the principal predictor is board independence); and that once one controls for disclosure and board structure, the other indices do not predict firm value. These results suggest that firms, in responding to investor demands for better governance; and investors, in assessing governance quality, can do reasonably well in focusing on disclosure and board structure. The differences between results without firm effects (pooled OLS) and with firm effects (random or fixed effects) support the need to use panel data and firm effects in corporate governance research.

Are Investors Committees in Private Equity and Venture Capital a Good Idea

We investigate the determinants of success in PEVC with emphasis on the effect of investment committees staffed with limited partners (LP). Such committees could substitute for the ex post referral that creditors give in levered acquisitions when long-term credit is not available. We find that funds with investment committee under perform those without such board. This indicates that investors committees are not a good alternative for creditors’ referral. We also find that the success of investments depends on the characteristics of the funds; how investments are structured; individual characteristics of LPs and general partners (GP); and GPs management style. The results for individual variable are sensitive to how success is measured, suggesting that one should be careful at interpreting results based on a single measure of success.

Venture Capital and Earnings Management in IPOs

We investigate earnings management (EM) in IPOs and the role of private equity/venture capital (PEVC) in hampering such practice. We show that when analyzing EM, PEVC and non-PEVC-sponsored firms should be treated as different samples: if one splits the sample, R-squared increases drastically for both subsamples. For PEVC-sponsored IPOs EM is marginal, mostly related to firms’ characteristics and little related to the phases of the IPOs. Differently, for non-PEVC-sponsored IPOs EM is significant, mostly related to the phases of the IPO and little related to firms’ characteristics. Finally, the reputation of the auditor is important only for PEVC-sponsored IPOs, suggesting that the choice of auditor is more meaningful for PEVC-sponsored firm, i.e, the choice of reputed auditor represents a compromise not to manage earnings.

Dotcom Price Spiral

We show that during the bubble implied growth rates coming from the underpricing of IPO market explains short term returns on the NASDAQ index. This result remains even if we replace actual underprice for others different instruments for underpricing that are based on predetermined variables and not correlated to market returns. We also do placebo tests to assess the relation between underpricing and NASDAQ returns over other periods. We show that growth proxies that are not contaminated by the booms and busts of the stock market are uncorrelated with the returns on the NASDAQ index in periods outside the bubble.

Dotcom Extreme Underpricing

We conjecture that the Dotcom abnormal underpricing resulted from the emergence a large cohort of firms racing for market leadership/survivorship. Fundamentals pricing at the IPO was part of their strategy. Consistent with our conjecture, firms’ strategic goals and characteristics fully explain the abnormal underpricing. Contrary to alternatives explanations, underpricing was not associated with top underwriting; there was no deterioration of issuers’ quality; and top underwriters and analysts became more selective.