Corporate Governance

Research Question/Issue: This paper reviews key theories on the governance role of institutional investors, examines institutional ownership trends globally, and highlights recent research on their evolving impact on corporate governance. The paper also incorporates insights from select Special Issue articles dedicated to understanding the role of institutional investors worldwide.Research Findings/Insights: We show that while most existing research focuses on the United States, recent evidence highlights significant global growth in institutional ownership. However, research examining the role of institutional investors outside the United States remains limited, despite some recent progress.Theoretical/Academic Implications: Institutional investors are increasingly shaping global capital markets and corporate governance through growing ownership, increased shareholder activism, and rising passive investment strategies. We provide recommendations for relevant topics to guide future research, including the governance preferences of institutional investors (i.e., voice vs. exit) across different investor types and international settings, as well as the collective influence of multiple institutional investors on corporate governance practices and outcomes.Practitioner/Policy Implications: There is a meaningful need for future studies to address the influence and effectiveness of institutional investors on corporate governance practices around the world. A better understanding of their role in different settings should improve their impact on corporations and, more broadly, on society.

We study the role of social trust in the equity allocation decisions of global investors using a large sample of institutionally managed portfolios of 8,088 investors from 33 countries over the 2000 through 2017 period. The negative relationship between social trust and foreign bias suggests that institutional investors from high-social trust countries are less prone to underinvesting in foreign equity. Our results provide credence to an information-based explanation, indicating that social trust reduces foreign bias by compensating for the lack of information about foreign stock markets. Moreover, the effect of social trust on foreign bias is stronger if host-country institutions are weak, while it vanishes when the host country is characterized by strong institutions. The informal institution of social trust compensates for the lack of well-functioning formal country-level institutions in international portfolio decisions. Finally, the allocation effect resulting from social trust is different from “blind” trust. The portfolios of high-trust investors exhibit higher cross-country diversification and an enhanced portfolio risk-return trade-off.

We examine the impact of foreign institutional shareholders on the prevalence of restrictive bond covenants using a sample of 959 Yankee bonds from 29 countries over the period 2001–2019. We find a significantly negative relation between foreign institutional ownership and debt covenants. This inverse relation is strongest for U.S. institutional ownership of foreign-issued Yankee bonds, and for covenants designed to mitigate such opportunistic behavior as claims dilution and wealth transfers. We also show that the inverse relation between U.S. institutional ownership and restrictive debt covenants is moderated by country- and firm-level variables re-lated to corporate governance, information asymmetry, and agency costs of debt. Additional analyses show that U.S. institutional ownership has a significant pricing effect on Yankee bond investors by lowering the issuer’s cost of borrowing.

This paper examines the relationship between board diversity and firms’ decisions to voluntarily disclose information about their greenhouse gas (GHG) emissions. We focus on board ancestral diversity as a relatively new dimension of (deep-level) board structure and document that it has a positive and statistically significant effect on a firm’s scope and quality of voluntary GHG emission disclosure. The effect goes beyond the impact of more common (surface-level) dimensions of board diversity and remains robust after addressing endogeneity concerns. In line with the theoretical conjecture that diversity enhances a board’s advising and monitoring capacity, we find that the impact of diverse boards is stronger in more complex firms and in firms with low levels of institutional ownership. Overall, our findings provide evidence for board diversity being a relevant governance factor in corporate environmental decision making.

The disclosure of corporate environmental performance is an increasingly important element of a firm’s ethical behavior. We analyze how the legal origin of foreign institutional investors affects a firm’s voluntary greenhouse gas emissions disclosure. Using a large sample of firms from 36 countries, we show that foreign institutional ownership from civil law countries improves the scope and quality of a firm’s greenhouse gas emissions reporting. This relation is robust to addressing endogeneity and selection biases. The effect is more pronounced in firms from non-climate-sensitized countries, for which the gap between firms’ environmental standards and investors’ environmental targets is potentially larger, and in less international firms. Firms with a higher level of voluntary greenhouse gas emissions disclosure also exhibit higher valuations.

Using a comprehensive set of firms from 57 countries over the 2000–2016 period, we examine the relation between institutional investor horizons and firm-level credit ratings. Controlling for firm- and country-specific factors, as well as for firm fixed effects, we find that larger long-term (short-term) institutional ownership is associated with higher (lower) credit ratings. This finding is robust to sample composition, alternative estimation methods, and endogeneity concerns. Long-term institutional ownership affects ratings more during times of higher expropriation risk, for firms with weaker internal governance, and for those in countries with lower-quality institutional environments. Additional analysis shows that long-term investors can facilitate access to debt markets for firms facing severe agency problems. These findings suggest that, unlike their short-term counterparts, long-term investors can improve a firm’s credit risk profile through effective monitoring.

We examine the effect of institutional investors on the valuation of listed shipping firms. Institutional investors have a positive influence on the market value of shipping firms, confirming that institutional ownership is a “universal” corporate governance mechanism. This valuation effect is more pronounced in firms dominated by institutional investors with a short-term investment horizon. It is also stronger in firms with high stock liquidity, suggesting that short-term investors, through the threat of exit, are able to mitigate agency conflicts and improve corporate governance. Investment regressions indicate that shipping firms with a larger fraction of short-term investors are better able to exploit growth opportunities.

This paper examines the impact of takeover law enforcement on corporate acquisitions. We use the European Takeover Directive as a natural experiment, which harmonizes takeover law across countries, while leaving its enforcement to the discretion of individual countries. We exploit this heterogeneity in enforcement quality across countries in a difference-in-differences-in-differences model, while employing an overall inductive research approach, following Karpoff and Whittry’s (2018) recommendation. We find that acquirer returns increase in countries with improvements in takeover law, driven by better target selection and lower cost of financing. The increase in acquirer returns is lower in weak enforcement jurisdictions, which we identify by developing a novel Takeover Law Enforcement Index (TLEI). The findings show that takeover law can mitigate agency conflicts, but its true value depends on its enforcement. Our results are strongly robust to alternative model specifications.