We examine board structure in France, which since 1966 has allowed firms freedom to choose between unitary and two-tier boards. We analyze how this choice relates to characteristics of the firm and its environment. Firms with severe asymmetric information tend to opt for unitary boards; firms with a potential for private benefits extraction tend to adopt two-tier boards. There is enhanced sensitivity of CEO turnover to performance at firms with two-tier boards, indicating greater monitoring. Our results are broadly consistent with the Adams and Ferreira (2007) model and suggest there are gains from allowing freedom of contract about board structure.
AbstractWe examine board structure in France, which since 1966 has allowed firms freedom to choose between unitary and two-tier boards. We analyze how this choice relates to characteristics of the firm and its environment. Firms with severe asymmetric information tend to opt for unitary boards; firms with a potential for private benefits extraction tend to adopt twotier boards. There is enhanced sensitivity of CEO turnover to performance at firms with two-tier boards, indicating greater monitoring. Our results are broadly consistent with the Adams and Ferreira (2007) model and suggest there are gains from allowing freedom of contract about board structure.
Freedom of choice between unitary and two-tier boards: an empirical analysis
This study investigates the impact of CEO demographics on earnings quality for private SMEs. Using a 2012 sample of 30,476 French firms, we first find strong empirical support for a gender effect: female‐run firms engage in less earnings management than do male‐run firms. This result is consistent with female CEOs being more risk averse than their male counterparts are when making financial decisions. Second, CEO age is negatively correlated with the magnitude of discretionary accruals, and the relationship between gender and earnings quality is stronger for older CEOs. Overall, our findings suggest that CEO demographics affect the quality of accounting information.
In listed companies, some shareholders can be signatories to agreements that govern their relations. This paper investigates the effects of such agreements on the valuation of firms. I use a sample of French firms that is well suited for my analysis insofar as French law requires the disclosure of the shareholder agreements' clauses. In line with previous literature, a negative relationship between firm value and the dispersion of voting rights across major shareholders is observed. However, the existence of a shareholder agreement tends to offset this negative effect. This countervailing effect is more pronounced when a "concerted action" provision is in force and/or the contracting shareholders are of the same type. Shareholder agreements thus appear as efficient coordination mechanisms rather than expropriation mechanisms.
AbstractIn listed companies, some shareholders can be signatories to agreements that govern their relations. This paper investigates the effects of such agreements on the valuation of firms. I use a sample of French firms that is well suited for my analysis insofar as French law requires the disclosure of the shareholder agreements' clauses. In line with previous literature, a negative relationship between firm value and the dispersion of voting rights across major shareholders is observed. However, the existence of a shareholder agreement tends to offset this negative effect. This countervailing effect is more pronounced when a "concerted action" provision is in force and/or the contracting shareholders are of the same type. Shareholder agreements thus appear as efficient coordination mechanisms rather than expropriation mechanisms.
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