International Corporate Governance: a Study of Complementarities and Convergence

Title of dissertation: INTERNATIONAL CORPORATE GOVERNANCE: A STUDY OF COMPLEMENTARITIES AND CONVERGENCE Meghana Ayyagari, Doctor of Philosophy, 2004 Dissertation directed by: Professor Vojislav Maksimovic Department of Finance This thesis contributes to contemporary research in international corporate governance by investigating two related questions: (1) Is there a convergence in corporate governance towards the US model as suggested by theories of functional convergence and (2) How do differing regulatory environments influence the choice of corporate governance instruments? In Part I, I examine if firms from poor investor protection regimes bond themselves to better corporate governance by listing on exchanges in more protective regimes, such as the US, thereby achieving functional convergence. I study the effect of cross-listing on ownership and control structures in a sample of 425 firms from 42 countries that cross-list on a major exchange in the US. I find the following features post cross-listing: (1) Very few firms (11 out of 262) migrate to a dispersed ownership structure, contrary to the theory that firms change their corporate governance structure by bonding to US laws (2) A significant fraction of firms experience control changes where the original controlling shareholder sells his control block to a new owner (3) 45% of the control changes result in a foreign owner and individual firm characteristics like small size and low leverage are strong predictors of a foreign control change (4) Firms that undergo a control change significantly increase their debt capacity. The findings of this section show that foreign firms use cross-listing as a means to sell control blocks and increase debt capacity rather than as legal bonding mechanisms. In Part II, I provide a theoretical motivation for the empirical finding in Part I, by deriving the features of an optimal governance system as a function of the level of investor protection in the economy. The model predicts that in an environment of poor investor protection, ownership, leverage and monitoring are complementary instruments of corporate governance where the use of one instrument increases the marginal benefit of the other. The model suggests that one cannot expect to see convergence in governance systems by changing only one aspect of the complementary cluster. Empirical evidence of the complementarities suggested by the model is provided using a sample of transition economy firms from the Amadeus Database. The two parts of the thesis together show that selection of corporate governance mechanisms involves complementarities between the mechanisms and the regulatory environment and we are not likely to see a convergence in governance structures unless there is a significant convergence in legal rules shaping the governance structures. INTERNATIONAL CORPORATE GOVERNANCE : A STUDY OF COMPLEMENTARITIES AND CONVERGENCE