Value Creation and Value Capture in Corporate Governance

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Value Creation and Value Capture in Corporate Governance: Using the Value-Based Approach to Analyze an Ownership Reform of China’s Listed Firms Nan Jia Marshall School of Business University of Southern California Jing Shi School of Finance, Actuarial Studies and Applied Statistics Faculty of Economics and Commerce Australian National University Yongxiang Wang Marshall School of Business University of Southern California

Abstract We have followed the value-based approach to investigate a major corporate governance reform affecting publically listed firms in China. The regulations required that, in each firm, the owners of non-tradable shares (block shareholders) negotiate with the owners of tradable shares (minority shareholders) to determine the compensation paid to the latter for allowing non-tradable shares to trade on the stock market. If such an agreement is not obtained, the firm is forbidden to use equity refinancing in the future. The present study emphasizes the joint effect of value creation and value capture in determining the level of compensation, and finds that firms that expect to generate higher returns from future investments but face greater constraints in seeking non-equity-based financing tend to issue higher levels of compensation. This joint effect is further moderated by factors related to investment returns and corporate governance. The empirical evidence lends strong support to theoretical predictions. This study has important implications for corporate governance in emerging markets, and the application of the value-based approach to corporate governance research in general. Keywords: Value-Based Approach, Corporate Governance, Liquidity Reform, Bargaining, China *Contact: Nan Jia, Marshall School of Business, University of Southern California, Email: nan.jia@marshall.usc.edu, Tel: 213-740-1045; Yongxiang Wang, Marshall School of Business, University of Southern California, Email: yongxiaw@marshall.usc.edu, Tel: 213-740-7650. Acknowledgements: We would like to thank Olivier Chatain, Gabriel Natividad, Victor Bennett, and Joanne Oxley for their helpful comments.

Electronic copy available at: http://ssrn.com/abstract=2171355

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1. Introduction Value creation and value appropriation are central to the question of how economic actors cooperate in value-producing activities and then compete to divide the value created – a phenomenon that is fundamental to business strategy (MacDonald and Ryall, 2004; Gans, MacDonald, and Ryall, 2008; Chatain and Zemsky, 2011). To address this question, a rapidly growing body of research supports a value-based approach based on formal modeling (Brandenburger and Stuart, 1996, 2007; MacDonald and Ryall, 2004). The value-based approach has proven to be powerful tools for advancing our understanding of a wide range of topics in strategic management, such as market competition (MacDonald and Ryall, 2004; Gans et al., 2008), firms’ resource advantages (Lippman and Rumelt, 2003), buyer-supplier relationships (Chatain and Zemsky, 2007; Chatain, 2011; Jia, forthcoming), firms’ sustainable competitive advantages (Adner and Zemsky, 2006), social network positions (Ryall and Sorenson, 2007), and team organization (Bennett, 2012). What has escaped researchers’ attention so far is to employ the value-based approach to advance our understanding of corporate governance issues. As one of the most investigated field in strategic management, corporate governance research focuses on how various governance structures align the incentives of all types of stakeholders (Daily, Dalton, and Rajagopalan 2003; Walls, Berrone, and Phan, 2012). Although theoretically speaking, inherent to many corporate governance issues is the tension between value creation and value capture, as stakeholders design corporate governance arrangements essentially both to incentivize all parties to work hard to increase the overall firm value, and to assist their competition with other stakeholders...
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