Corporate Governance
Emerging countries typically have weak investor protections.2 Although corporate governance practices are
improving, Bekaert and Harvey (2003) provide several examples of the weaknesses found in emerging countries:
• Management uses its control for perquisite consumption.
• Company shares are owned by another company that exerts control.
• Creditor rights are often strong to the detriment of shareholders.
One method of determining the value of better shareholder protection is to examine the gains to acquirers
of emerging market companies. In the United States, it has been extensively documented that, on average,
acquirers pay too much for target companies and that gains accrue only to target shareholders in a merger. In
the case of emerging market targets, however, Chari, Ouimet, and Tesar (2010) discover that acquirer
shareholders often benefit from an acquisition. The gains are substantial, averaging about 10 percent of target
value, and are larger when there is weaker shareholder protection in the emerging market target country. There
are no gains when the acquirer buys a minority stake. The gains are smaller when both the target and acquirer
are emerging market companies. These results are consistent with acquirers’ gaining by instituting better
corporate governance practices at the target. These protections for shareholders are especially important when
intangible assets, such as patents, are involved.
Likewise, Bris and Cabolis (2008) show that target shareholder excess returns increase when an acquirer is
located in a country with better shareholder protection and accounting standards. The acquisitions studied were
those for control, where the target companies adopt the more stringent practices of the acquirer.
Morey, Gottesman, Baker, and Godridge (2009) determine that improvements in corporate governance of
emerging market companies are accompanied by increases in company value, as measured by Tobin’s q and the
market-to-book ratio. Additionally, improvements in country risk are related to improved governance at the
company level.
It is generally believed that English common law countries (typically Great Britain and its former colonies)
provide greater protection to shareholders than code law countries. Conover, Miller, and Szakmary (2008)
report evidence suggesting that investor protection varies systematically by a country’s legal origin. They report
that companies in code law countries take longer to file their financial statements and that the incidence of late
filing is higher.
Fan and Wong (2005) find that controlling shareholders in emerging markets can signal the quality of the
company’s financial statements by hiring a “Big 5” auditor. In these cases, minority shareholders do not face as
much of a discount for their shares. In addition, Aggarwal, Klapper, and Wysocki (2005) determine that mutual
fund managers will invest more in companies that have more transparent accounting as well as in those countries
with superior accounting standards, legal systems, and shareholder protections. Greater investments are also made
in companies that have their stocks listed in the United States using American Depositary Receipts (ADRs),
which are thought to provide the investor greater protection (for further discussion on this topic, see the section
in this review on the changes from market integration and liberalization).
In summary, improvements in corporate governance of emerging market companies increase shareholder
wealth, company valuation, and investor interest. Corporate governance is related to country risk and legal origin.
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