IDEAS home Printed from https://ideas.repec.org/a/rbs/ijfbss/v8y2019i2p18-56.html
   My bibliography  Save this article

Regulatory Corporate Governance and the Valuation of IPO Firms

Author

Listed:
  • Heather Rhodes

    (Department of Economics & Finance, University of North Alabama, Florence, AL, USA)

  • James A. Ligon

    (Professor Emeritus of Finance, Department of Economics, Finance & Legal Studies, Universityof Alabama, Tuscaloosa,AL,USA)

Abstract

This study aims to evaluate the effect of regulatory corporate governancemandateson the valuation of equity-issuing firms in the U.S. Using a matched sample, we examine how the Exchange Listing Requirements, specifically, and the Sarbanes-Oxley Act(SOX), generally, affect IPO valuations.Board structure compliance provides no consistent valuation benefit.We find some evidence of negative effects for firms whose board structure is significantly altered by Reform and among small firms. The absence of increased valuations post-Reform suggests that there is little to offset the loss of private control benefits that Reform represents (post-Reform insider ownership and founder involvement are lower) and, thus, at the margin, Reform creates incentives for some firms to stay private.While the 2012 JOBS Act reduced the burden ofregistration,reporting and accounting requirements of SOX for small firms, it did nothing to change the board structure requirements of these firms. The results of this study together withthose ofWintoki (2007) and Rhodes (2018)suggest that regulations pertaining to the board structurerequirementsof smallequity-issuingfirms should either be modified to allow more flexibility or repealed altogether.If lawmakers ultimately relax these requirements, future studies may focus on changes in board structures, private benefits of control, and the rates at which firms access public equity markets.

Suggested Citation

  • Heather Rhodes & James A. Ligon, 2019. "Regulatory Corporate Governance and the Valuation of IPO Firms," International Journal of Finance & Banking Studies, Center for the Strategic Studies in Business and Finance, vol. 8(2), pages 18-56, April.
  • Handle: RePEc:rbs:ijfbss:v:8:y:2019:i:2:p:18-56
    as

    Download full text from publisher

    File URL: https://www.ssbfnet.com/ojs/index.php/ijfbs/article/view/449/288
    Download Restriction: no

    File URL: https://www.ssbfnet.com/ojs/index.php/ijfbs/article/view/449
    Download Restriction: no
    ---><---

    References listed on IDEAS

    as
    1. Alexander Ljungqvist & William J. Wilhelm, 2003. "IPO Pricing in the Dot‐com Bubble," Journal of Finance, American Finance Association, vol. 58(2), pages 723-752, April.
    2. Smith, Clifford Jr. & Watts, Ross L., 1992. "The investment opportunity set and corporate financing, dividend, and compensation policies," Journal of Financial Economics, Elsevier, vol. 32(3), pages 263-292, December.
    3. Michael C. Jensen, 2010. "The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems," Journal of Applied Corporate Finance, Morgan Stanley, vol. 22(1), pages 43-58, January.
    4. Bebchuk, Lucian A. & Cohen, Alma, 2005. "The costs of entrenched boards," Journal of Financial Economics, Elsevier, vol. 78(2), pages 409-433, November.
    5. Masulis, Ronald W. & Nahata, Rajarishi, 2011. "Venture Capital Conflicts of Interest: Evidence from Acquisitions of Venture-Backed Firms," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 46(2), pages 395-430, April.
    6. Heather Rhodes, 2018. "Asymmetric Information in the Market for IPOs," International Journal of Finance & Banking Studies, Center for the Strategic Studies in Business and Finance, vol. 7(3), pages 01-19, July.
    7. Yermack, David, 1996. "Higher market valuation of companies with a small board of directors," Journal of Financial Economics, Elsevier, vol. 40(2), pages 185-211, February.
    8. Lee, Gemma & Masulis, Ronald W., 2011. "Do more reputable financial institutions reduce earnings management by IPO issuers?," Journal of Corporate Finance, Elsevier, vol. 17(4), pages 982-1000, September.
    9. Amiyatosh K. Purnanandam, 2004. "Are IPOs Really Underpriced?," The Review of Financial Studies, Society for Financial Studies, vol. 17(3), pages 811-848.
    10. Agrawal, Anup & Knoeber, Charles R., 1996. "Firm Performance and Mechanisms to Control Agency Problems between Managers and Shareholders," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 31(3), pages 377-397, September.
    11. Craig Doidge & G. Andrew Karolyi & Karl V. Lins & Darius P. Miller & René M. Stulz, 2009. "Private Benefits of Control, Ownership, and the Cross‐listing Decision," Journal of Finance, American Finance Association, vol. 64(1), pages 425-466, February.
    12. White, Halbert, 1980. "A Heteroskedasticity-Consistent Covariance Matrix Estimator and a Direct Test for Heteroskedasticity," Econometrica, Econometric Society, vol. 48(4), pages 817-838, May.
    13. Keloharju, Matti & Kulp, Kaj, 1996. "Market-to-book ratios, equity retention, and management ownership in Finnish initial public offerings," Journal of Banking & Finance, Elsevier, vol. 20(9), pages 1583-1599, November.
    14. Anup Agrawal & Charles R. Knoeber, "undated". "Firm Performance and Mechanisms to Control Agency Problems between Managers and Shareholders (Revision of 29-94)," Rodney L. White Center for Financial Research Working Papers 8-96, Wharton School Rodney L. White Center for Financial Research.
    15. Peter Iliev, 2010. "The Effect of SOX Section 404: Costs, Earnings Quality, and Stock Prices," Journal of Finance, American Finance Association, vol. 65(3), pages 1163-1196, June.
    16. Dambra, Michael & Field, Laura Casares & Gustafson, Matthew T., 2015. "The JOBS Act and IPO volume: Evidence that disclosure costs affect the IPO decision," Journal of Financial Economics, Elsevier, vol. 116(1), pages 121-143.
    17. Lee, Peggy M. & Wahal, Sunil, 2004. "Grandstanding, certification and the underpricing of venture capital backed IPOs," Journal of Financial Economics, Elsevier, vol. 73(2), pages 375-407, August.
    18. Morck, Randall & Shleifer, Andrei & Vishny, Robert W., 1988. "Management ownership and market valuation," Scholarly Articles 29407535, Harvard University Department of Economics.
    19. Baber, William R. & Janakiraman, Surya N. & Kang, Sok-Hyon, 1996. "Investment opportunities and the structure of executive compensation," Journal of Accounting and Economics, Elsevier, vol. 21(3), pages 297-318, June.
    20. Marosi, András & Massoud, Nadia, 2007. "Why Do Firms Go Dark?," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 42(2), pages 421-442, June.
    21. Renée B. Adams & Daniel Ferreira, 2007. "A Theory of Friendly Boards," Journal of Finance, American Finance Association, vol. 62(1), pages 217-250, February.
    22. Raheja, Charu G., 2005. "Determinants of Board Size and Composition: A Theory of Corporate Boards," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 40(2), pages 283-306, June.
    23. Hogan, Chris E. & Lewis, Craig M., 2005. "Long-Run Investment Decisions, Operating Performance, and Shareholder Value Creation of Firms Adopting Compensation Plans Based on Economic Profits," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 40(4), pages 721-745, December.
    24. Stoughton, Neal M. & Zechner, Josef, 1998. "IPO-mechanisms, monitoring and ownership structure," Journal of Financial Economics, Elsevier, vol. 49(1), pages 45-77, July.
    25. Takahashi, Hidenori & Yamada, Kazuo, 2015. "IPOs, growth, and the impact of relaxing listing requirements," Journal of Banking & Finance, Elsevier, vol. 59(C), pages 505-519.
    26. Baker, Malcolm & Gompers, Paul A, 2003. "The Determinants of Board Structure at the Initial Public Offering," Journal of Law and Economics, University of Chicago Press, vol. 46(2), pages 569-598, October.
    27. Jarrod Johnston & Jeff Madura, 2009. "The Pricing of IPOs Post‐Sarbanes‐Oxley," The Financial Review, Eastern Finance Association, vol. 44(2), pages 291-310, May.
    28. Hughes, Patricia J., 1986. "Signalling by direct disclosure under asymmetric information," Journal of Accounting and Economics, Elsevier, vol. 8(2), pages 119-142, June.
    29. Doidge, Craig & Karolyi, G. Andrew & Stulz, René M., 2013. "The U.S. left behind? Financial globalization and the rise of IPOs outside the U.S," Journal of Financial Economics, Elsevier, vol. 110(3), pages 546-573.
    30. Fama, Eugene F & Jensen, Michael C, 1983. "Separation of Ownership and Control," Journal of Law and Economics, University of Chicago Press, vol. 26(2), pages 301-325, June.
    31. Lang, Larry H P & Stulz, Rene M, 1994. "Tobin's q, Corporate Diversification, and Firm Performance," Journal of Political Economy, University of Chicago Press, vol. 102(6), pages 1248-1280, December.
    32. Lucian Bebchuk & Alma Cohen & Allen Ferrell, 2009. "What Matters in Corporate Governance?," The Review of Financial Studies, Society for Financial Studies, vol. 22(2), pages 783-827, February.
    33. Morck, Randall & Shleifer, Andrei & Vishny, Robert W., 1988. "Management ownership and market valuation : An empirical analysis," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 293-315, January.
    34. Anup Agrawal & Charles R. Knoeber, "undated". "Firm Performance and Mechanisms to Control Agency Problems between Managers and Shareholders (Revision of 29-94)," Rodney L. White Center for Financial Research Working Papers 08-96, Wharton School Rodney L. White Center for Financial Research.
    35. Megginson, William L & Weiss, Kathleen A, 1991. "Venture Capitalist Certification in Initial Public Offerings," Journal of Finance, American Finance Association, vol. 46(3), pages 879-903, July.
    36. Wintoki, M. Babajide, 2007. "Corporate boards and regulation: The effect of the Sarbanes-Oxley Act and the exchange listing requirements on firm value," Journal of Corporate Finance, Elsevier, vol. 13(2-3), pages 229-250, June.
    Full references (including those not matched with items on IDEAS)

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. James, Hui Liang & Borah, Nilakshi & Lirely, Roger, 2022. "The effectiveness of board independence in high-discretion firms," The Quarterly Review of Economics and Finance, Elsevier, vol. 85(C), pages 103-117.
    2. Benson, Bradley W. & Chen, Yu & James, Hui L. & Park, Jung Chul, 2020. "So far away from me: Firm location and the managerial ownership effect on firm value," Journal of Corporate Finance, Elsevier, vol. 64(C).
    3. Georgeta Vintila & Stefan Cristian Gherghina, 2013. "Board of Directors Independence and Firm Value: Empirical Evidence Based on the Bucharest Stock Exchange Listed Companies," International Journal of Economics and Financial Issues, Econjournals, vol. 3(4), pages 885-900.
    4. Hussein Abedi Shamsabadi & Byung-Seong Min & Richard Chung, 2016. "Corporate governance and dividend strategy: lessons from Australia," International Journal of Managerial Finance, Emerald Group Publishing Limited, vol. 12(5), pages 583-610, October.
    5. Bradley W. Benson & Wallace N. Davidson III & Hongxia Wang & Dan L. Worrell, 2011. "Deviations from Expected Stakeholder Management, Firm Value, and Corporate Governance," Financial Management, Financial Management Association International, vol. 40(1), pages 39-81, March.
    6. Coles, Jeffrey L. & Daniel, Naveen D. & Naveen, Lalitha, 2008. "Boards: Does one size fit all," Journal of Financial Economics, Elsevier, vol. 87(2), pages 329-356, February.
    7. James, Hui Liang & Wang, Hongxia & Xie, Yamin, 2018. "Busy directors and firm performance: Does firm location matter?," The North American Journal of Economics and Finance, Elsevier, vol. 45(C), pages 1-37.
    8. Ji, Jiao & Talavera, Oleksandr & Yin, Shuxing, 2016. "CEO Dismissal, Compensation and Topics of Board Meetings: The Case of China," MPRA Paper 70232, University Library of Munich, Germany.
    9. Shkendije Himaj, 2014. "Corporate Governance in Banks and its Impact on Risk and Performance: Review of Literature on the Selected Governance Mechanisms," Journal of Central Banking Theory and Practice, Central bank of Montenegro, vol. 3(3), pages 53-85.
    10. Sofi Mohd Fikri & Mohamed Hisham Yahya & Taufiq Hassan, 2017. "A Review on Agency Cost of Shariah Governance in Mutual Fund," International Journal of Economics and Financial Issues, Econjournals, vol. 7(1), pages 530-538.
    11. Andreou, Panayiotis C. & Louca, Christodoulos & Panayides, Photis M., 2014. "Corporate governance, financial management decisions and firm performance: Evidence from the maritime industry," Transportation Research Part E: Logistics and Transportation Review, Elsevier, vol. 63(C), pages 59-78.
    12. Ahn, Seoungpil & Shrestha, Keshab, 2013. "The differential effects of classified boards on firm value," Journal of Banking & Finance, Elsevier, vol. 37(11), pages 3993-4013.
    13. M. Ameziane Lasfer, 2006. "The Interrelationship Between Managerial Ownership and Board Structure," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 33(7‐8), pages 1006-1033, September.
    14. James, Hui & Benson, Bradley W. & Wu, Chen (Ken), 2017. "Does CEO ownership affect payout policy? Evidence from using CEO scaled wealth-performance sensitivity," The Quarterly Review of Economics and Finance, Elsevier, vol. 65(C), pages 328-345.
    15. Guest, Paul M., 2008. "The determinants of board size and composition: Evidence from the UK," Journal of Corporate Finance, Elsevier, vol. 14(1), pages 51-72, February.
    16. Germain, Laurent & Galy, Nadine & Lee, Wanling, 2014. "Corporate governance reform in Malaysia: Board size, independence and monitoring," Journal of Economics and Business, Elsevier, vol. 75(C), pages 126-162.
    17. Jimmy A. Saravia, 2014. "Why has the literature on corporate governance and firm performance yielded mixed results?," Documentos de Trabajo de Valor Público 10914, Universidad EAFIT.
    18. Afzalur Rashid, 2015. "Revisiting Agency Theory: Evidence of Board Independence and Agency Cost from Bangladesh," Journal of Business Ethics, Springer, vol. 130(1), pages 181-198, August.
    19. Lehn, Kenneth & Patro, Sukesh & Zhao, Mengxin, 2008. "Determinants of the Size and Structure of Corporate Boards: 1935-2000," CEI Working Paper Series 2008-13, Center for Economic Institutions, Institute of Economic Research, Hitotsubashi University.
    20. Bill Francis & Iftekhar Hasan & Qiang Wu, 2015. "Professors in the Boardroom and Their Impact on Corporate Governance and Firm Performance," Financial Management, Financial Management Association International, vol. 44(3), pages 547-581, September.

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:rbs:ijfbss:v:8:y:2019:i:2:p:18-56. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Hasan Dincer (email available below). General contact details of provider: https://edirc.repec.org/data/ssbffea.html .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.