Professional Documents
Culture Documents
OF STOCK PLEDGING BY
CONTROLLING SHAREHOLDERS:
THE CASE OF TAIWAN
Alan T. Wang and Anlin Chen
ABSTRACT
1. INTRODUCTION
On September 4, 2015, the founder and the vice-chairman of Alibaba announced
that they were looking to borrow more than $2 billion against their stocks to
invest in the Hong Kong-based investment vehicle, Blue Pool Capital.
…borrowing against their stock could be a convenient way of diversifying their financial assets
beyond Alibaba while honoring their pledge at the company’s last earnings call not to sell down
when the lock-up period ends…
Alibaba’s spokesman said “Share financing is very common for founders and
senior executives who hold such a strong belief in the future growth potential of
their companies”.1,2 The Alibaba’s opening price dropped by $1.07, or 1.61%,
after the news had been announced.
Is it a good news or bad news from the perspective of investors or shareholders
when the controlling shareholders announce that they are to take out loans from
banks by pledging their stocks? Why do controlling shareholders borrow against
their shares? It is likely that they can borrow to buy more shares to reinforce their
control rights. If this is the case, they probably regard that stocks are undervalued
or have better growth opportunities, or they can expropriate firm resources at the
cost of other minority shareholders regardless of stock performance. Alterna-
tively, controlling shareholders borrow against their stocks simply for their per-
sonal liquidity purpose, which is irrelevant to the performance of the firms in the
future. Pledging stocks by controlling shareholders for liquidity may signal the
future prospects of the firm.
The purpose of this study is twofold. First, this study is to examine what types
of firms and under what circumstances that controlling shareholders tend to
pledge their stocks to borrow funds. Second, this study is to investigate the
performance of firms that their controlling shareholders take such an action. We
try to answer the first question from the perspectives of firm attributes, market
conditions and corporate governance. For the second question, we examine how
stock pledging by controlling shareholders is related to firm accounting and
financial performances.
It is well known that there are both benefits and costs for firms with large
ownership from the perspective of corporate governance. On the one hand, large
ownership can help monitor managers to reduce agency problems between
shareholders and managers (Jensen & Meckling, 1976; Shleifer & Vishny, 1986).
On the other hand, large ownership can have the problem of self-dealing, for
which large shareholders may extract rents from the firm through transactions
with affiliated firms and expropriate minority shareholders’ interests (Claessens,
Djankov, & Lang, 2000; La Porta, Lopez-de-Silanes, & Shleifer, 1999; Shleifer &
Vishny, 1997). Widely held corporations are prevalent in the United States and
1
http://fortune.com/2015/09/04/is-alibabas-jack-ma-looking-to-borrow-2-billion-against-
his-stock/
2
http://www.bloomberg.com/news/articles/2015–09-03/alibaba-chairmen-said-to-plan-2-
billion-loan-against-stock
The Causes and Consequences of Stock Pledging 101
Because stock pledge leads to the deviation of control right from cash flow
right, the behavior of pledging stocks has drawn the attentions by regulators. It
has become a trend around the world that the regulators of securities exchanges
mandate the publicly traded firms to disclose the information of stock pledging
by controlling investors. In 2006, the US Securities Exchange Commission (SEC)
started the requirement for footnote disclosure of the number of shares pledged as
collateral of named executive officers, directors and director nominees in the
proxy and information statements.3 Also, the Financial Services Authority (FSA)
of the United Kingdom clarified that the disclosure requirement in Disclosure
and Transparency Rules applied to every share pledging behavior of directors
and other persons discharging managerial responsibilities in listed companies
(FSA, 2009).4 Additionally, in India, the Securities and Exchange Board estab-
lished the disclosing requirement of controlling shareholders’ collateralized shares
if it exceeds 25,000 shares or 1% of the total shareholdings or voting rights in a
firm (SEBI, 2009).5
In Taiwan, directors, supervisors, managers, or shareholders who own 10% or
more of a company’s outstanding shares in public companies have been obliged
to report to the Securities and Futures Commission of Taiwan the percentage of
their shareholdings that are pledged for loans since 1998. Because of this unique
requirement, the data of stock pledging by large shareholders in Taiwan have
become available to researchers.6 The ownership structures of firms in Taiwan
are like those in many other East Asian countries in which large shareholders’
control power is enhanced through pyramid structures and cross-holdings among
firms. For example, voting right consequently thus normally exceeds formal cash
flow right (Claessens et al., 2000). Taiwan is a market that features relatively
weak protection for investors, firms with controlling shareholders, and pyramid
structures (Yeh & Woidtke, 2005). According to our conversation with market
practitioners in Taiwan, controlling shareholders generally pledge their shares to
buy their own stocks to keep their control rights so they can expropriate firm
resources, or to invest in shares of other firms for personal investment purposes
instead of focusing on the management of the firm. Stock pledging by controlling
shareholders is thus regarded as a negative signal by market practitioners at
large.
This study takes the advantage of the data availability for Taiwanese firms and
aims to find the answers to questions which have been rarely explored in the
3
U.S. Securities and Exchange Commission Final Rules Release Nos. 33-8732A:
Executive compensation and related person disclosure (http://www.sec.gov/rules/final/
2006/33-8732a.pdf).
4
In 2009, the Financial Services Authority (FSA) confirms that DTR 3 requires the
disclosure of the grant of security over shares (such as a pledge, mortgage or charge) by
persons discharging managerial responsibilities and their connected persons (http://
fshandbook.info/FS/html/handbook/DTR/3).
5
Amendment by Securities and Exchange Board of India: Substantial Acquisition of Shares
and Takeovers (http://www.sebi.gov.in/cms/sebi_data/attachdocs/1290401955123.pdf).
6
This is requirement is given by Taiwan Securities and Exchange Act No.25.
The Causes and Consequences of Stock Pledging 103
obtain more cash for the firm to invest in these projects. These studies cannot
differentiate positive or negative effects of obtaining liquidity from stock
pledging on firm performances.
This study uses the level of cash holdings or working capital as a proxy for
the purpose of their stock pledging. If a firm has a higher level of cash holdings
or working capital, the firm has better corporate governance. That is, if the
agency problem between the controlling shareholders and the minority share-
holders is less prevalent in a firm, the controlling shareholders will extract less
resource, including free cash flows of the firm, for their own benefits. The
relationship between corporate governance and cash holdings has been docu-
mented. Among others, Opler, Pinkowitz, Stulz, and Williamson (1999) find
that firms with strong growth opportunities and riskier cash flows tend to hold
high ratios of cash to total noncash assets, and firms that do well tend to
accumulate more cash than predicted by the static tradeoff model where
managers maximize shareholders’ wealth. Chen, Chen, Schipper, Xu, and Xu
(2012) state that in China it is a common perception that cash holdings of firms
is considered as a source of financing for the use of controlling shareholders, as
opposed to existing for the benefit of all shareholders. They find that the average
cash holdings of Chinese-listed firms decreased after the share split structure
reform, and the reduction in cash holdings is greater for firms with weaker
corporate governance and firms with more financial constraints. These indicate
that firms with weaker corporate governance and less growth opportunities tend
to have lower levels of cash holdings. Other studies such as Lai, Nguyen,
Sodjahin, and Soumaré (2018) also find that firms with low idiosyncratic
volatility, which captures discretionary efforts and risk-taking by managers,
have smaller cash reserves.
To summarize, this study distinguishes itself from the existing literatures as
follows. This study not only measures the effect of stock pledging on firm
performance, but also identifies the factors affecting the behavior of stock
pledging by controlling shareholders, which has not been examined in litera-
tures. These factors are from the perspectives of firm attributes, market con-
ditions, and corporate governance. Second, because the purposes of stock
pledging by controlling shareholders are not observable, this study controls the
levels of cash holding or working capital of the firm and investigates how and to
what extent that the level of cash holdings affects the association between stock
pledging and firm performance. It is found that, firm size, leverage, credit risk,
and percentage of board seats owned by controlling shareholders are positively
associated with pledge ratio. Cash flow right, price-to-book ratio, and beta are
negatively associated with pledge ratio. Family-controlled and cooperative
firms tend to have a higher pledge ratio, followed by professionals-controlled
firms, and finally state-controlled firms. The effects of pledge ratio on a firm’s
ROE and ROA are negative, but as the level of working capital increases, these
effects are mitigated. Pledge ratio has a stronger negative effect on the firm’s
risk-adjusted stock return than on its accounting performances, and the levels of
cash holdings and net working capital can also offset the negative effect of
pledge ratio on the firm’s risk adjusted return. Although the data are limited to
The Causes and Consequences of Stock Pledging 105
firms in Taiwan, the results of this study may provide insights to the firms in
foreign markets.
The sample period in this study is from 2000 to 2012, a much longer period
than the aforementioned literatures. Besides, in this study, both the accounting
and financial performances of firms with varying degree of stock pledging by
controlling shareholders are examined, and more robust models of risk-
adjusted returns are applied. Finally, this study also sheds light on how the
level of a firm’s liquidity affects the negative effect of stock pledging on firm
performances.
The remainder of this study is organized as follows. Section 2 describes the
determinants of stock pledging by controlling shareholders and variables that
affect firm performance. Section 3 describes the data set and the methodology of
this study. Section 4 reports the main empirical results. Section 5 concludes.
2.1.1. Capital
If a firm has a larger value of equity, its stocks have higher market liquidity. For
banks, they are more will to loan money to shareholders with high-liquidity
stocks as collaterals. Furthermore, the larger the firm’s capital, controlling
shareholders have more wealth constraint to maintain their percentage of shares
and thus they are more likely to pledge their shares to obtain additional funds to
purchase more stocks. These speculations imply a positive association between
the size of a firm’s capital and stock pledging by its controlling shareholders.
106 ALAN T. WANG AND ANLIN CHEN
2.1.2. Leverage
Several advantages and costs of debt contracts have been mentioned in the lit-
eratures (Shleifer & Vishny, 1997). The benefit of debt contracts is the reduction
in the agency cost. Debt contracts debt contracts can prevent the manager from
investing in projects with negative NPV. Debt contracts can also force the
manager to sell assets for better uses. Lang, Ofek, and Stulz (1996) present evi-
dence indicating that leverage indeed curtails investment by firms with poor
prospects. Alternatively, there are costs associated with debt contracts as well.
Firms may be prevented from undertaking good projects because debt covenants
keep them from raising additional capital, or they may be forced to liquidate
when it is not efficient to do so (Harris & Raviv, 1990; Hart & Moore, 1994;
Stulz, 1990). However, when a firm’s degree of leverage is not large enough to
reach its budget constraint, controlling shareholders may increase the leverage of
the firm for investments which are beneficial to themselves but not to other
minority shareholders. From this perspective, leverage is positively associated
with agency cost between controlling shareholders and minority shareholders. If
stock pledging by controlling shareholders is an indication of weak corporate
governance, or will affect the leverage of the firm, the tendency of stock pledging
by controlling shareholders will be positively associated with the degree of
financial leverage of the firm.
Skaife et al., 2006). These findings suggest that better corporate governance is
associated with better credit rating and lower cost of debt. If stock pledging by
controlling shareholders is an indication of weak corporate governance, the
tendency of stock pledging by controlling shareholders will be negatively asso-
ciated with the firm’s credit quality.
2.2.2. Beta
Beta is expected to be positively associated with default risk. This suggests that
Beta would be positively associated with bond yield and negatively associated
with rating. Bhojraj and Sengupta (2003) use data on all industrial bond issues
during 1991–96 and find beta is negatively associated with credit quality.
Alternatively, Chen, Chen, and Wei (2009) and Johnson, Boone, Breach, and
Friedman (2000) argue that insiders are expected to expropriate more when the
market is experiencing a downturn and less when the market is booming. This
negative relation between expropriation and market conditions can magnify the
systematic risk of a firm, which must be compensated by a higher required rate of
return. Second, better corporate governance lowers the cost of equity by reducing
the cost of external monitoring by outside investors. Furthermore, a larger beta
indicates the firm has a larger systematic risk, and banks may loan less to
shareholders who pledge these stocks for liquidity needs. Thus from the demand
side of the bank loans from stock collaterals, beta may have a positive association
with the level of stock pledging by controlling shareholders. But from the supply
side, this association is negative.
7
The ultimate shareholders who have the ultimate control over the firm, including the
founding family.
8
There are agencies who help collect proxies from small shareholders in Taiwan. In return,
small shareholders can obtain souvenirs or pecuniary rewards.
The Causes and Consequences of Stock Pledging 109
Meckling, 1976) may exist. Managers will benefit themselves with their control-
ling power. However, large shareholders have incentives to monitor and regulate
managers. From the perspective of corporate governance, if large shareholders
authorize managers to run their firms, they will be less likely to extract firms’
rents.
2.3.3.2. Cooperative. Shleifer and Vishny (1997) suggest that concentrated
ownership may not be optimal because nonshareholder constituencies such as
managers, employees, and consumers are left with too few rents and too little
incentive to make relationship-specific investments. In these situations, cooper-
atives might be a more efficient ownership structure.
2.3.3.3. Family-controlled Firms. Shleifer and Vishny (1997) argue that
shareholders with large undiversified ownership such as the founding family in a
firm have different incentives relative to small shareholders in a firm with
diversified ownership structure. Because they have to re-enter the debt markets
for financing and have an incentive to keep a good relationship with the bond-
holders. Thus the agency problem between the shareholders and bondholders is
reduced. Anderson and Reeb (2003) conclude that bond investors view founding
family ownership as an organizational structure that better protects their inter-
ests. Villalonga and Amit (2006) find that family ownership creates value only
when the founder serves as CEO of the family firm or as Chairman with a hired
CEO. A more recent study by Pan and Tian (2016), with the sample of listed firms
in China from 2006 to 2009, finds that the use of collateral for bank loans is
higher in family controlled firms. They argue that in China the risk of expro-
priation associated with family control leads to an increased credit risk and
higher collateral being required by banks.
2.3.3.4. State-controlled Firms. It is argued that state firms are controlled by
the public, but the de facto controlling rights belong to the bureaucrats. From the
perspective of corporate governance, state firms can be characterized by
concentrated ownership and little cash flows. If the bureaucrats have the control
rights, the goal of the state firm is to pursue their political purposes, not the
interests of the shareholders (Shleifer & Vishny, 1997). If a firm is partly owned
by the state, part of the cash flows will be used for other political purposes rather
than the optimization of firm value.
ordinary income
ROE ¼ 3 100%
average total shareholders’ equity
The Causes and Consequences of Stock Pledging 111
3.2. Methodology
3.2.1. Determinants of Stock Pledging by Controlling Shareholders
This study estimates the regressions of pledge ratio on firm characteristic vari-
ables, market variables, and corporate governance variables. This study first uses
the subsample for firms either with stocks pledged by directors, supervisors or
large shareholders at the end of each year from 2000 to 2012, or without stock
pledged at the end of each year from 2000 to 2012. If a firm has stocks pledged in
every year over the sample period, 1 is assigned to the dependent variable, and
0 if a firm has not stocks pledged in any year over the sample period. Then the
logit models with following specifications are estimated. The first model incor-
porates firm attributes as explanatory variables:
where Pledge dummy 5 0 if the firm has no stocks pledged by its directors,
supervisors or large shareholders in any year over the sample period. Pledge
dummy 5 1 if the firm has stocks pledged by its directors, supervisors, or large
shareholders in every year over the sample period. Capital is the log of capital in
thousand NT dollars, Debt is the debt-to-asset ratio and TCRI is the rating score
by Taiwan corporate credit risk index. bs are coefficients.
Then the logit models with market variables and corporate governance vari-
ables as explanatory variables are estimated, respectively. The model specifica-
tion with market variables is given as follows:
where PBRatio is the price-to-book ratio and Beta is the beta measuring the
sensitivity to aggregate market.
The model with corporate governance variables (without the type-of-control
variables) as explanatory variables is then given as follows:
where Seats is the percentage of seats of directors and supervisors owned by the
ultimate shareholders in the board. CFR is the percentage of shares that are
owned by the ultimate shareholders, which represents cash flow right.
Eq. (4) is the full model with all the explanatory variables in Eqs. (1)–(3), and
Eq. (5) is Eq. (4) augmented by the type-of-control variables:
and
between the level of stock pledge and firm performance. All explanatory vari-
ables are lagged by one year. For the robustness of the results, fixed-effect and
random-effect models are both estimated. The models of ROE and ROA are
thus specified as:
and
and
If the coefficient of Market is greater (smaller) than 1, then the sample port-
folio is riskier (less risky) than the market. If the coefficient of SMB is positive
(negative), then the sample portfolio is tilted toward smaller (larger) firms. If the
coefficient of HML is positive (negative), then the sample portfolio is tilted
toward stocks with a high (low) book-to-market ratio. Finally, a positive
(negative) coefficient for Momentum indicates that the stocks have been per-
formed well (poorly) in the recent past.
4. EMPIRICAL RESULTS
4.1. Stock Pledging Determinants
Table 1 reports the descriptive statistics of variables for firms without stocks
pledged by directors, supervisors and large shareholders every year throughout
the sample period in Panel A (no-pledge firms), and those for firms with non-zero
Notes: Pledge firms are firms with stocks pledged by directors, supervisors and large shareholders
at the end of each year throughout the whole sample period. No-pledge firms are firms without
stocks pledged by directors, supervisors and large shareholders at the end of each year through
the whole sample period. Variables include: capital in log (Capital), debt ratio (Debt), Taiwan
corporate credit risk index (TCRI), stock price-to-book ratio (PBR), beta coefficient (Beta),
board seats by ultimate shareholders (Seats), cash flow right (CFR) and deviation of control right
from cash flow right (Deviation).
The Causes and Consequences of Stock Pledging 115
Notes: Pledge firms are firms with stocks pledged by directors, supervisors and large shareholders
at the end of each year throughout the whole sample period. No-pledge firms are firms without
stocks pledged by directors, supervisors and large shareholders at the end of each year through
the whole sample period. Two-sample t tests with unequal variances. The numbers in parentheses
are standard errors of the means. Variables include: capital in log (Capital), debt ratio (Debt),
Taiwan corporate credit risk index (TCRI), stock price-to-book ratio (PBR), beta coefficient
(Beta), board seats by ultimate shareholders (Seats), cash flow right (CFR) and deviation of
control right from cash flow right (Deviation).*** indicates significant at 1% significance level.
is not large enough to reach its budget constraint, controlling shareholders may
increase the leverage of the firm for investments which are beneficial to them-
selves but not to other minority shareholders. Controlling shareholders can
expropriate more firm resources at the costs of other minority shareholders. If a
firm’s capital structure decisions are determined by those who tend to pledge their
shares to increase their personal financial leverage, the firm is more likely to have
a higher degree of financial leverage as well. Thus, the tendency that controlling
shareholders pledge their shares is larger when the firm’s degree of financial
leverage is higher. Table 1 indicates that both the mean and median of debt ratio
are higher for pledge firms.
It can also be found that the pledge firms have better credit quality (smaller
mean TCRI score than no-pledge firms). This is in contrast with the expectation
that a firm with better corporate governance has a better credit quality. It is likely
due to the fact that a firm with a larger capital is associated with a better credit
rating or lower TCRI score, the controlling shareholders tend to pledge more
shares when the firm’s capital is larger. Because of the confounding effect of
capital, TCRI score may be negatively related to the tendency that controlling
shareholders pledge shares to obtain liquidity. Besides, from the supply side of
bank loans, banks are more willing to make loans when shares of firms with
better credit ratings are used as collaterals.
For market variables, it is likely that a firm’s shareholders tend to pledge their
shares when the firm’s stock price is low, because shareholders can use the funds
from banks by pledging shares to purchase more shares of their own companies at
a lower price to increase their percentage of ownerships. Table 1 illustrates that
shareholders tend to pledge shares when the mean and median of firms’ price-to-
book ratio are smaller. This is again consistent with the expectation. Regarding
the risk of stocks as the collaterals for bank loans, beta measures a firm’s
sensitivity to the aggregate market and a firm’s cost of equity. Table 1 indicates
that pledge firms have larger betas on average. This is consistent with the intu-
ition that a firm with weak corporate governance tends to have larger cost of
capital.9
When controlling shareholders have more cash flow rights, they are less likely
to expropriate rents from firms at the costs of other minority shareholders (Jensen
& Meckling, 1976). It is expected when controlling shareholders have more cash
flow rights, they are less likely to pledge their shares to obtain funds for other
purposes. When controlling shareholders have more board seats, they can pledge
their shares to obtain cash for other personal purposes such as investment in other
firms’ equities without compromising their control rights in the firm. From
Table 1, it can be observed that, for pledge firms, controlling shareholders tend to
have smaller cash flow right, and more percentage of board seats controlled.
Finally, the results for the deviation of control right from cash flow right again
9
Chen et al. (2009) argues that insiders are expected to expropriate more when the market
is experiencing a downturn and less when the market is booming which exacerbate a firm’s
systematic risk.
The Causes and Consequences of Stock Pledging 117
Pledge 1
Ln(Capital) 0.3392 (0.00)*** 1
Debt Ratio 0.2645 (0.00)*** 0.1555 (0.00)*** 1
TCRI 0.105 (0.00)*** 20.4458 (0.00)*** 0.286 (0.00)*** 1
PBR 20.1912 (0.00)*** 20.0873 (0.00)*** 20.1488 (0.00)*** 20.3126 (0.00)*** 1
Beta 0.0498 (0.00)*** 0.3364 (0.00)*** 0.0389 (0.02)** 20.1342 (0.00)*** 0.0392 (0.00)*** 1
Seats 0.3054 (0.00)*** 0.3631 (0.00)*** 0.0882 (0.00)*** 20.0681 (0.00)*** 20.1665 (0.00)*** 0.0582 1
Notes: Variables include: capital in log (Capital), debt ratio (Debt), Taiwan corporate credit risk index (TCRI), stock price-to-book ratio (PBR),
beta coefficient (Beta), board seats by ultimate shareholders (Seats), cash flow right (CFR) and deviation of control right from cash flow right
(Deviation). N 5 7,599. *** indicates significant at 1% significance level.
The Causes and Consequences of Stock Pledging 119
negatively associated with TCRI score, and cash flow right is positively associ-
ated with TCRI score. Both contradict expectations. Deviation of control right
from cash flow right is negatively associated with TCRI score, again inconsistent
with the expectation.
Finally, unlike literatures documented in which beta is positively associated
with credit risk, Table 3 indicates that beta is negatively associated with TCRI
score, inconsistent with the expectation. Beta is negatively associated with cash
flow right and positively associated with the deviation of control right from cash
flow right. These may indicate that systematic risk is negatively associated with
corporate governance.
Although some of the preliminary results which have been reported so far
are not consistent with the expectation that the tendency of stocks being
pledged by controlling shareholders is associated with weak corporate gover-
nance, these are based on the univariate analysis. Because sometimes these
variables are interrelated, the variables under consideration are jointly analyzed
by the logit and Tobit models next. For the logit model, the dependent variable
is zero when a firm is in the “no-pledge” category and one when a firm is in the
“pledge” category. No-pledge firms mean the firms for which pledge ratios are
zero each year throughout the whole sample period, and pledge firms mean the
firms for which pledge ratios are non-zero each year throughout the whole
sample period. For the Tobit models, the full sample of firms, including firms
not only in the pledge or non-pledge categories but also those not in these two
categories (for example, some firms’ pledge ratios are non-zero for only a few
years but not the whole sample period), is used where the dependent variable is
pledge ratio.
Notes: Pledge dummy is regressed on capital in log (Capital), debt ratio (Debt), Taiwan
corporate credit risk index (TCRI), stock price-to-book ratio (PBR), beta coefficient (Beta),
board seats by ultimate shareholders (Seats), cash flow right (CFR) and dummies for types of
control. D1 id for family-controlled firms, D2 5 1 is for cooperative firms, D3 5 1 is for state-
controlled firms, and all dummies are zero for firms controlled by professionals. Numbers in
parentheses are t-statistics. *** and ** indicate significant at 1% and 5% significance levels,
respectively.
leverage have been controlled. The results of Eq. (1) indicate these variables can
explain the tendency that controlling shareholders pledge shares to obtain
liquidity to a certain degree. The pseudo R-square is more than 30%, suggesting
these variables are important determinants for stock pledging by controlling
shareholders.
Eq. (2) is the logit model with only corporate governance variables as
explanatory variables. Board seats exhibits a positive effect on the probability
of stock pledging by controlling shareholders. If the controlling shareholders
have more control over the firm, they are more likely to pledge shares to obtain
liquidity to maintain their control rights through buying shares or voting
proxies or to invest in other firms to increase their wealth. Cash flow right
exhibits a negative effect on the level of stock pledging. These results indicate
that the larger the control and the smaller the cash flow right, controlling
The Causes and Consequences of Stock Pledging 121
shareholders are more likely to pledge their stocks to obtain more funds. Again
the signs of the coefficients of these two variables are consistent with the signs of
correlation coefficients between these variables and pledge ratio in Table 3.
Eq. (3) concerns the market variables with stock pledging by controlling
shareholders. It is found that price-to-book ratio is negatively related to the
tendency of stock pledging by controlling shareholders. This is consistent with
the view that when the stock price is relatively low, controlling shareholders are
more likely to pledge stocks to buy more shares to maintain their control right.
Beta is expected to be positively related to credit and market risks. If beta is
positively associated with credit risk and agency problem, the positive associ-
ation between beta and the tendency that the controlling shareholders pledge
their shares is consistent with the expectation that stock pledging by controlling
shareholders is an indication of agency problem. The results of Eq. (3) indicate
that beta has a positive association with the tendency of stock pledging by
controlling shareholders.
Eq. (4) incorporates all the firm attributes, corporate governance and market
variables as the explanatory variables in the logit model. Most of the coefficients
have the same sign as in previous models except beta. The sign of beta becomes
negative and very significant in Eq. (4). It is likely that when capital and the
degree of financial leverage have been controlled, negative coefficient of beta
reflects the marginal effect that banks are less willing to loan to shareholders with
riskier stocks as collaterals.
Eq. (5) resembles Eq. (4), but with types of firms as extra explanatory vari-
ables. The results show that all the signs of the coefficients of the previous
explanatory variables are the same as those in Eq. (4). The coefficients of all the
type-of-firm dummies are also significant. The results indicate that shareholders
of cooperative firms are most likely to pledge stocks, followed by family-
controlled firms, firms controlled by professional managers and finally state-
controlled firms.
Overall, the results of Table 4 can be summarized as follows. First, controlling
shareholders of firms with larger capital, degree of leverage, credit risk, are more
likely to pledge shares to banks to obtain more funds. Second, banks are more
willing to loan to shareholders of firms with large capital and smaller beta. When
ultimate shareholders have more control and less cash flow rights, they are more
likely to pledge shares to obtain more funds. Regarding the type of the firm,
shareholders of family-controlled firms are most likely to pledge shares to obtain
more funds, followed by cooperative firms, firms controlled by professional
managers, and finally state-controlled firms. Finally, regarding the market vari-
ables, when the stock price is relatively lower, controlling shareholders are more
likely to pledge shares to obtain more funds.
The pseudo R-squares indicate that firm attributes have the most explanatory
power (32.15%), followed by corporate governance variables (17.13%) and finally
market variables (3.28%). When all the variables including types of the firms are
included, the pseudo R-square is as large as 39%, indicating these variables can
explain whether controlling shareholders pledge their shares to obtain liquidity
well.
122 ALAN T. WANG AND ANLIN CHEN
Notes: Pledge ratio is regressed on capital in log (Capital), debt ratio (Debt), Taiwan corporate
credit risk index (TCRI), board seats by ultimate shareholders (Seats), cash flow right (CFR),
stock price-to-book ratio (PBR), beta coefficient (Beta) and dummies for types of control. D1 id
for family-controlled firms, D2 5 1 is for cooperative firms, D3 5 1 is for state-controlled firms,
and all dummies are zero for firms controlled by professionals. Numbers in parentheses are
t-statistics. *** indicates significant at 1% significance level.
The Causes and Consequences of Stock Pledging 123
Seats and CFR have a positive and negative effect on pledge ratio, respectively.
For Eq. (3), pledge ratio by controlling shareholders is large when PBR is
smaller, consistent with the result in Table 4. Although the coefficient of beta is
positive, it is not statistically significant. For Eq. (4), the full model without
dummies of control types, all the signs of coefficients are consistent with those
reported in Table 4. In particular, beta again has a negative and significant effect
on pledge ratio when all the explanatory variables are included. The signs of the
coefficients of the explanatory variables in Eq. (5) are again consistent with those
reported in Table 4. However, unlike those in Table 4, the coefficient of D2 is
close to that of D1, indicating firms of both cooperative and family-controlled
types tend to have the highest pledge ratio, followed by the firms of the profes-
sional type and finally those of the state-controlled type.
Notes: Return on equity (ROE) and return on assets (ROA) are regressed on lagged explanatory
variables including pledge ratio (Pledge), market value of equity (MV), debt ratio (Debt), R&D
expenses ratio (R&D), percentage of ownership by board directors, supervisors and large
shareholders (Own), and the cross-product term of pledge ratio and cash holding ratio (Pledge
3 Cash), respectively. The number of observations is 5,829. Both random-effect and fixed-effect
models are estimated. Both Hausman tests for ROE and ROA indicate significant results and
fixed-effect models are preferred to random-effect models. Numbers in parentheses are z-statistics
for random-effect models and t-statistics for fixed-effect models. ppp and p indicate significant at
1% and 10% significance levels, respectively.
pledge ratio on ROE is reduced when the level of working capital is larger. This
phenomenon indicates that when a firm has more working capital, controlling
shareholders pledge their stocks for the liquidity purposes which are less detri-
mental to the firm’s ROE in the future. This is consistent with Opler et al. (1999)
and Chen et al. (2012) in which a firm with potential and good corporate
governance tends to hold more cash.
Notes: Accounting performance with cross-product term: Pledging and working capital. Return
on equity (ROE) and return on assets (ROA) are regressed on lagged explanatory variables
including pledge ratio (Pledge), market value of equity (MV), debt ratio (Debt), R&D expenses
ratio (R&D), percentage of ownership by board directors, supervisors and large shareholders
(Own), and the cross-product term of pledge ratio and working capital (Pledge 3 Working
Capital), respectively. The number of observations is 5,829. Both random-effect and fixed-effect
models are estimated. Both Hausman tests for ROE and ROA indicate significant results and
fixed-effect models are preferred to random-effect models. Numbers in parentheses are z-statistics
for random-effect models and t-statistics for fixed-effect models. ppp, pp and p indicate significant
at 1%, 5% and 10% significance levels, respectively.
excess returns for all equations in the one-factor and four-factor model, regardless
if the cross product term of pledge ratio and the level of cash holding is included
or not. The cross-product term of pledge ratio and cash holdings has a positive
but marginally significant effect for the fixed-effect equations of both one-factor
and four-factor models. These findings indicate that pledge ratios have a very
significant negative effect on a firm’s risk-adjusted return. This implies that stock
pledging by controlling shareholders are tilted toward the hypothesis that con-
trolling shareholders extract rents from the firm at the cost of other minority
shareholders. The phenomenon is marginally alleviated when the level of the
firm’s cash holdings is higher.
Finally, Eqs. (9) and (11) are re-estimated but the cross product terms are
replaced by the cross product term of pledge ratio and net working capital. The
results are reported in Table 9. The results are consistent with those in Table 8,
but the coefficients of the cross product term of pledge ratio and net working
capital remain positive and become very significant. These reinforce the argument
126
Table 8. Financial Performance with Cash Holding Effect.
Model Eq. (8) Eq. (9) Eq. (10) Eq. (11)
Random Effect Fixed Effect Random Effect Fixed Effect Random Effect Fixed Effect Random Effect Fixed Effect
Constant 0.6385 0.6826 0.6321 (9.83)*** 0.6714 (8.48)*** 0.4077 (6.54)*** 0.4617 (6.03)*** 0.4025 (6.44)*** 0.4525 (5.89)***
(9.96)*** (8.65)***
Pledge 20.0050 20.0081 20.0075 20.0129 20.0054 20.0092 20.0075 20.0133
(22.03)** (21.99)** (22.42)** (22.69)*** (22.26)** (22.34)** (22.50)** (22.87)
Market 1.0598 1.0598 1.0594 1.0591 0.9984 0.9984 0.9981 0.9978
(144.03)*** (143.76)*** (143.87)*** (143.48)*** (135.42)*** (135.18)*** (135.26)*** (134.87)***
SMB 0.5404 0.5402 0.5402 0.5397
(38.16)*** (38.10)*** (38.15)*** (38.06)***
HML 0.4340 0.4339 0.4339 0.4338
(45.07)*** (45.00)*** (45.06)*** (44.99)***
20.0644 20.0647 20.0646 20.0652
Notes: Financial performances with cross-product term: Pledging and cash holding. Excess stock return is regressed on pledge ratio, the interaction term of
pledge ratio and cash holding, controlled by the excess returns of market, small-minus-big and high-minus-low portfolios. Number of observations is 58,094.
Numbers in parentheses are z-statistics for random-effect models and t-statistics for fixed-effect models. Hausman tests for the null hypothesis of
random-effect model yield no significant results for all equations. ***, ** and * indicate significant at 1%, 5% and 10% significance levels, respectively.
The Causes and Consequences of Stock Pledging 127
Notes: Financial performances with cross-product term: Pledging and working capital. Excess
stock return is regressed on pledge ratio, the interaction term of pledge ratio and working capital,
controlled by the excess returns of market, small-minus-big and high-minus-low portfolios.
Number of observations is 58,094. Numbers in parentheses are z-statistics for random-effect
models and t-statistics for fixed-effect models. Hausman tests for the null hypothesis of random-
effect model yield no significant results for both equations. *** and ** indicate significant at 1%
and 5% significance levels, respectively.
that pledge ratio is positively associated with agency problem in which the
controlling shareholders might expropriate the firm’s resources, and, like the case
for ROE, this negative association is offset by the level of net working capital.
5. CONCLUSIONS
The common perception by market practitioners in Taiwan is that stock pledging
by controlling shareholders signals corporate governance problems between the
controlling shareholders and minority shareholders. Using data from firms listed
in the Taiwan Stock Exchange, this study first examines the determinants of the
tendency that controlling shareholders pledge their shares to banks for liquidity
from the perspectives of firm attributes, market, and corporate governance. The
results indicate that the size of the capital, debt ratio, credit risk, and the number
of board seats controlled by the ultimate controlling shareholders are positively
associated with the tendency that controlling shareholders pledge their shares.
Cash flow right of the controlling shareholders, price-to-book ratio, and beta are
negatively associated with the tendency that controlling shareholders pledge their
128 ALAN T. WANG AND ANLIN CHEN
shares. Second, this study finds that the tendency of stock pledging by controlling
shareholders has a negative effect on accounting as well as financial perfor-
mances. This negative effect is smaller when the firm has a higher level of working
capital. These empirical findings are consistent with the perception that stock
pledging by controlling shareholders is an indication of weak corporate gover-
nance, and the capital market has reacted negatively accordingly.
Based on the empirical results of this study, stock pledging by controlling
shareholders is more likely an indication of weak corporate governance if the firm
has a lower level of working capital. A possible explanation is that if the firm has
more liquidity, it is less unlikely that controlling shareholders pledging their
shares will undermine the firm’s performance due to self-dealing behaviors.
REFERENCES
Anderson, R. C., & Reeb, D. M. (2003). Founding-family ownership and firm performance: Evidence
from the S&P 500. The Journal of Finance, 58, 1301–1328.
Ashbaugh-Skaife, H., Collins, D. W., & LaFond, R. (2006). The effects of corporate governance on
firms’credit ratings. Journal of Accounting and Economics, 42, 203–243.
Bhojraj, S., & Sengupta, P. (2003). Effect of corporate governance on bond ratings and yields: The role
of institutional investors and outside directors. Journal of Business, 76, 455–475.
Carhart, M. M. (1997). On persistence in mutual fund performance. The Journal of Finance, 52, 57–82.
Chen, Q., Chen, X., Schipper, K., Xu, Y., & Xu, J. (2012). The sensitivity of corporate cash holdings to
corporate governance. Review of Financial Studies, 25, 3610–3644.
Chen, K. C. W., Chen, Z., & Wei, K. C. J. (2009). Legal protection of investors, corporate governance,
and the cost of equity capital. Journal of Corporate Finance, 15, 273–289.
Chen, A., Kao, L., & Chen, Y.-K. (2007). Agency costs of controlling shareholders’ share collateral
with Taiwan evidence. Review of Pacific Basin Financial Markets and Policies, 10, 173–191.
Claessens, S., Djankov, S., & Lang, L. H. P. (2000). The separation of ownership and control in East
Asian corporations. Journal of Financial Economics, 58, 81–112.
Claessens, S., Djankov, S., & Lang, L. H. P. (2002). Disentangling the incentive and entrenchment
effects of large shareholdings. The Journal of Finance, 57, 2741–2772.
Demsetz, H., & Lehn, K. (1985). The structure of corporate ownership: Causes and consequences.
Journal of Political Economy, 93, 1155–1177.
Fama, E. F., & French, K. R. (1993). Common risk factors in the returns on stocks and bonds. Journal
of Financial Economics, 33, 3–56.
Fields, L. P., Fraser, D. R., & Subrahmanyam, A. (2012). Board quality and the cost of capital: The
case of bank loans. Journal of Banking & Finance, 36, 1536–1547.
FSA. (2009). Financial Services Authority. Retrieved from http://fshandbook.info/FS/html/handbook/
DTR/3.
Hall, M., & Weiss, L. (1967). Firm size and profitability. The Review of Economics and Statistics, 49,
319–331.
Harris, M., & Raviv, A. (1990). Capital structure and the informational role of debt. The Journal of
Finance, 45, 321–349.
Hart, O., & Moore, J. (1994). Debt and seniority: An analysis of the role of hard claims in constraining
management. Working Study No. 4886. NBER, Cambridge, MA.
Jensen, M. C., & Meckling, W. H. (1976). Theory of the firm: Managerial behavior, agency costs and
ownership structure. Journal of Financial Economics, 3, 305–360.
Joh, S. W. (2003). Corporate governance and firm profitability: Evidence from Korea before the
economic crisis. Journal of Financial Economics, 68, 287–322.
Johnson, S., Boone, P., Breach, A., & Friedman, E. (2000). Corporate governance in the Asian
financial crisis. Journal of Financial Economics, 58, 141–186.
The Causes and Consequences of Stock Pledging 129
Kao, L., Chiou, J.-R., & Chen, A. (2004). The agency problems, firm performance and monitoring
mechanisms: The evidence from collateralized shares in Taiwan. Corporate Governance: An
International Review, 12, 389–402.
La Porta, R., Lopez-de-Silanes, F., & Shleifer, A. (1999). Corporate ownership around the world. The
Journal of Finance, 54, 471–517.
La Porta, R., Lopez-de-Silanes, F., Shleifer, A., & Vishny, R. W. (2002). Investor protection and
corporate valuation. The Journal of Finance, 57, 1147–1171.
Lai, V. S., Nguyen, D. K., Sodjahin, W., & Soumaré, I. (2018). Discretionary idiosyncratic risk, firm
cash holdings, and investment. Advances in Pacific Basin Business, Economics and Finance, 6,
51–75.
Lang, L., Ofek, E., & Stulz, R. M. (1996). Leverage, investment, and firm growth. Journal of Financial
Economics, 40, 3–29.
Lee, T.-S., & Yeh, Y.-H. (2004). Corporate governance and financial distress: Evidence from Taiwan.
Corporate Governance: An International Review, 12, 378–388.
Lemmon, M. L., & Lins, K. V. (2003). Ownership structure, corporate governance, and firm value:
Evidence from the Eastern Asian financial crisis. The Journal of Finance, 58, 1445–1469.
Morck, R., Shleifer, A., & Vishny, R. (1988). Management ownership and market valuation: An
empirical analysis. Journal of Financial Economics, 20, 293–315.
Opler, T., Pinkowitz, L., Stulz, R., & Williamson, R. (1999). The determinants and implications of
corporate cash holdings. Journal of Financial Economics, 52, 3–46.
Pan, X., & Tian, G. G. (2016). Family control and collateral: Evidence from China. Journal of Banking
& Finance, 67, 53–68.
SEBI. (2009). Securities and Exchange Board of India: Substantial acquisition of shares and takeovers.
Retrieved from http://www.sebi.gov.in/cms/sebi_data/attachdocs/1290401955123.pdf.
Sengupta, P. (1998). Corporate disclosure quality and the cost of debt. The Accounting Review, 73,
459–474.
Shleifer, A., & Vishny, R. (1986). Large shareholders and corporate control. Journal of Political
Economy, 94, 461–488.
Shleifer, A., & Vishny, R. (1997). A survey of corporate governance. The Journal of Finance, 52,
117–142.
Stulz, R. M. (1990). Managerial discretion and optimal financing policies. Journal of Financial Eco-
nomics, 26, 3–27.
Villalonga, B., & Amit, R. (2006). How do family ownership, control and management affect firm
value? Journal of Financial Economics, 80, 385–417.
Wruck, K. H. (1989). Equity ownership concentration and firm value: Evidence from private equity
financings. Journal of Financial Economics, 23, 3–28.
Yeh, Y.-hua., & Woidtke, T. (2005). Commitment or entrenchment?: Controlling shareholders and
board composition. Journal of Banking & Finance, 29, 1857–1885.