financial policy and corporate governance OF Russian companies
General references
·
Rai
course of corporate finance (lecture notes): http://www.rcw.raifoundation.org/course-mgt-mba-notes-corfin.htm
·
Tirole's
book website http://www.pupress.princeton.edu/tirole/. The first chapter provides
a nice overview of corporate governance issues.
· Ñàéò Ôåäåðàëüíîé ñëóæáû ïî ôèíàíñîâûì ðûíêàì: http://www.fcsm.ru/
Corporate governance
Surveys:
·
Shleifer and Vishny,
1997, “A Survey of Corporate Governance”, Journal
of Finance 52, 737-783.
The article surveys research on corporate governance with special attention to
the importance of legal protection of investors and of ownership concentration
around the world.
·
Becht,
The survey reviews the theoretical and empirical research on the
mechanisms of corporate governance.
Papers:
·
Gompers, Ishii, and
Metrick, 2003, Corporate governance and equity prices, Quarterly Journal of Economics 118, 107-155.
Based on the US data, the paper finds that firms with stronger shareholder
rights has higher firm value, higher profits, higher sales growth, lower
capital expenditures, and make fewer corporate acquisitions.
·
Durnev
and Kim, 2005, “To Steal or Not to Steal: Firm Attributes, Legal Environment,
and Valuation,” Journal of Finance 60, 1461-1493. http://people.mcgill.ca/files/artyom.durnev/steal.pdf
The paper looks at the determinants of corporate governance and its effect on
the firm market value, using a sample of firms from 27, mostly non-OECD,
countries.
·
Black,
Love, and Rachinsky, 2005, “Corporate Governance and Firms' Market Values: Time
Series Evidence from Russia”, CEFIR working paper, http://www.cefir.ru/download.php?id=276
The paper finds that Russian firms with better corporate governance practices
are valued higher on the market. It also analyzes which exactly characteristics
of corporate governance matter.
·
Guriev,
Lazareva, Rachinsky, and Tsoukhlo, 2003, "Corporate Governance in Russian
Industry", CEFIR Working Paper No 32. http://www.cefir.ru/download.php?id=71
The paper studies the determinants of corporate governance and investment in
Russian non-listed companies.
Useful links:
· http://www.nccg.ru/ Ñàéò íàöèîíàëüíîãî ñîâåòà ïî êîðïîðàòèâíîìó óïðàâëåíèþ. Çàêîíîäàòåëüñòâî, íîâîñòè, ðåéòèíãè, êîäåêñ êîðïîðàòèâíîãî ïîâåäåíèÿ, æóðíàë «Êîðïîðàòèâíîå óïðàâëåíèå»
· http://www.standardandpoors.ru/ Ðîññèéñêèé ñàéò Standard & Poor’s. Ðåéòèíãè, àíàëèòè÷åñêèå îò÷åòû.
· http://www.fcsm.ru/catalog.asp?ob_no=3604 Ðàçäåë ñàéòà ÔÑÔÐ, ïîñâÿùåííûé êîðïîðàòèâíîìó óïðàâëåíèþ.
Hostile takeovers
Surveys:
·
Burkart,
Mike C. and Fausto Panunzi, 2006, "Takeovers", ECGI - Finance
Working Paper No. 118/2006 http://ssrn.com/abstract=884080
This paper reviews the existing literature on takeovers.
Papers:
·
Grossman
and Hart, 1980, "Takeover Bids, the Free Rider Problem and the Theory of
the Corporation," Bell Journal of
Economics 11, 42-64, available at JSTOR.
A classical paper on hostile takeovers, showing why it is difficult to take
over a company with widely dispersed ownership even if the raider (a firm that
attempts a takeover) is able to create higher value than the incumbent
management.
·
Guriev,
Lazareva, Rachinsky, and Tsukhlo, 2004, “Concentrated ownership, market for
corporate control, and corporate governance”, http://www.nes.ru/~sguriev/CGRussia.pdf
The paper studies how a controlling owner of a firm can prevent a takeover
through a proper choice of corporate governance. The authors find a support for
their findings in the Russian data.
·
Bebchuk,
1999, “A Rent Protection Theory of Corporate Ownership and Control”, NBER
Working Paper No. 7203, http://www.law.harvard.edu/faculty/bebchuk/pdfs/nber7203.99.pdf
The paper provides a rationale for why control of companies is concentrated in
countries with weak legal protection of shareholders (like Russia). The key
thing is that weak legal protection makes private benefits of control very
valuable and induce controlling owners to concentrate control in order to
prevent potential raiders from seizing it.
Useful links:
· http://www.mergers.ru/publicism.html Ñòàòüè î ðîññèéñêèõ âðàæäåáíûõ ïîãëîùåíèÿõ («ðýéäåðñòâå»).
· http://www.ma-journal.ru Ñàéò âåäóùåãî æóðíàëà î ñëèÿíèÿõ è ïîãëîùåíèÿõ â Ðîññèè. Åñòü ðàçäåëû è íîâîñòè, ïîñâÿùåííûå âðàæäåáíûì ïîãëîùåíèÿì è êîðïîðàòèâíûì êîíôëèêòàì.
· http://www.zahvat.ru/ Ñàéò, öåëèêîì ïîñâÿùåííûé âðàæäåáíûì ïîãëîùåíèÿì â Ðîññèè.
IPOs
Surveys:
·
Roell, 1996, “The decision to
go public: An overview” European Economic
Review 40, 1071-1081.
Papers:
·
Brau
and Fawcett, 2006, “Initial Public Offerings: An Analysis of Theory and
Practice,” Journal of Finance 61(1), 399-436.
Comparing practice and theory of IPOs based on survey of companies’ CFOs.
·
Benninga,
Helmantel, and Sarig, 2005, “The timing of initial public offerings,” Journal
of Financial Economics 75, 115-132.
This paper examines the model in which the companies decide when to make an IPO
and conclude that it is consistent with many empirical phenomena.
·
Ritter,
1991, “The Long-Run Performance of Initial Public Offerings,” Journal of
Finance 46(1), 3-27.
The paper examines whether short-run underpricing of IPOs extends though a
longer period.
Capital structure
Books
providing the basics on capital structure:
·
Copeland
and Weston, Financial Theory and Corporate Policy.
·
Megginson, Corporate Finance Theory.
· Áðèãõåì, Ãàïåíñêè. Ôèíàíñîâûé ìåíåäæìåíò: ïîëíûé êóðñ.
Surveys:
·
Harris
and Raviv, 1991, “The theory of capital structure,” Journal of Finance 46(1),
297-355.
·
Miller,
1991, “Leverage,” Journal of Finance 46(2), 479-488.
The Nobel prize lecture with lively discussion of theoretical, empirical, and
anecdotal evidence.
Papers:
·
Titman
and Wessels, 1988, “The Determinants of Capital Structure Choice,” Journal
of Finance 43(1), 1-19.
Classical empirical test of different theories explaining capital structure.
·
Rajan
and Zingales, 1995, “What Do We Know about Capital Structure? Evidence from
International Data,” Journal of Finance 50(5), 1421-1460.
More advanced empirical study of the factors explaining the firms’ choice of
capital structure.
·
Baker
and Wurgler, 2002, Market timing and capital structure. Journal of Finance 57, 1-32.
The paper argues that capital structure is a result of a firm’s successive
efforts to time the market.
·
Leary
and Roberts, 2005, “Do Firms Rebalance Their Capital Structures?” Journal of Finance 60(6), 2575-2619.
Studying how the presence of adjustment costs influences the behavior of firms
and biases the standard empirical tests.
The following
papers try to explain capital structure of firms in the emerging markets.
·
Booth,
Aivazian, Demirguc-Kunt, and Maksimovic, 2001, “Capital Structures in
Developing Countries,” Journal of Finance 56(1), 87-130.
Checking whether developing countries’ firms have the same determinants of
their capital structures as firms in the developed countries.
·
Harvey,
Lins, and Roper, 2004, “The effect of capital structure when expected agency
costs are extreme,” Journal of Financial Economics 74, 3-30.
Testing whether debt can mitigate agency and information problems
characteristic for companies in the emerging markets.
Private equity and venture capital
Books
that describe what private equity and venture capital are and summarize
research in the field:
·
Fenn,
Liang and Prowse, “The Economics of Private Equity Market”.
http://www.federalreserve.gov/pubs/staffstudies/1990-99/ss168.pdf
·
Gompers
and Lerner, 2004, “The Venture Capital Cycle”, MIT Press.
Surveys:
·
Leeds
and
Review of private equity in emerging markets
Theory papers:
Two models devoted to explaining
contracts and relationships between venture capitalists and entrepreneurs:
·
Berglöf,
1994, “A control theory of venture capital finance”, Journal of Law, Economics,
& Organization, Vol. 10, No 2, pp. 247-267, available at JSTOR.
·
Hellman,
1998, “The allocation of control rights in venture capital contracts”, Rand
Journal of Economics, vol. 29, 1, 57-76, available at JSTOR.
·
Lerner
and Schoar, 2004, "The Illiquidity Puzzle: Theory and Evidence from
Private Equity", Journal of Financial Economics 72, 3-40.
The paper provides a rationale for the existence of restrictions on transferring
shares in a contract between a general partner (manager) and limited partners
of a private equity fund
Recently
large Russian business groups have started to invest in various venture
projects. Such investments are not the same as classical venture capital
investments, in which financing comes from a professional independent venture
capitalist that collects money from a pool of investors. While classical
venture capitalists only care about monetary returns from the venture itself,
strategic investors also care about prospective synergies of a project with the
firm’s core business. Why one or the other type of financing should arise is
examined in the following paper:
·
Hellmann,
2003, “When do Employees Become Entrepreneurs?” Stanford GSB Research Paper No.
1770, http://ssrn.com/abstract=315159
This paper is complementary to the previous one.
Empirical papers:
·
Kaplan
and Strömberg, 2003, “Financial Contracting Theory Meets the Real World:
Evidence From Venture Capital Contracts”, Review of Economic Studies, http://gsbwww.uchicago.edu/fac/steven.kaplan/research/kaplanstromberg.pdf
The paper analyses the correspondence of the real world venture capital
contracts to the predictions of the financial contract theory. To a large
extent, real world contracts turn to be well in agreement with their
theoretical counterparts.
·
Lerner
and Schoar, 2006, “Does legal enforcement affect financial transactions? The
contractual channel in private equity”, Quarterly Journal of Economics,
forthcoming, http://www.mit.edu/~aschoar/LDCPEDeals_rev6.pdf
The paper analyzes structures of private equity transactions (contracts) in a
sample of developing countries. They find that the structure of a country's
legal regime affects private contracts and the resulting valuation and returns
on investment, and cannot easily be undone by (bi-lateral) private solutions.
·
Kaplan,
Martel, and Strömberg, 2005, “How Do Legal Differences and Learning Affect
Financial Contracts?” http://gsbwww.uchicago.edu/fac/steven.kaplan/research/ksintl.pdf
The authors show that venture capital contracts are different across legal regimes,
but regardless of legal regime more experienced venture capitalists employ US
style contracts and are significantly more successful than their peers.
Useful links:
·
http://www.rvca.ru/
Ñàéò Ðîññèéñêîé àññîöèàöèè ïðÿìîãî è âåí÷óðíîãî èíâåñòèðîâàíèÿ (ÐÀÂÈ). Â
ðàçäåëå «ôàéëû» åñòü ïîäðîáíûé îáçîð ðûíêà çà 2004 ã. è íîìåðà âåñòíèêà ÐÀÂÈ.
Äîñòóï ê íåêîòîðûì ôàéëàì òðåáóåò ðåãèñòðàöèè.
·
http://www.people.hbs.edu/jlerner/ Website of Josh Lerner, a
leading private equity scholar, with a lot of interesting links
Comparative valuation of common and preferred stocks of Russian
companies
·
Goetzmann, William N., Spiegel, Matthew
·
Muravyev,
Alexander, 2004, “The Puzzle of Dual Class Stock in
·
Luigi
Zingales, 1994, “The
Value of the Voting Right: A Study of the
·
Luigi
Zingales, 1995, "What
Determines the Value of Corporate Votes?" Quarterly Journal of Economics, 110: 1047-1073. http://gsbwww.chicagogsb.edu/fac/luigi.zingales/research/PSpapers/value.pdf