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投資機會和投資者保護機制對控股股東派息的影響

176

1. Introduction

A growing body of literature explores the adverse effects of the separation of the

voting rights of controlling shareholders from their cash flow rights (control divergence)

as the simultaneous presence of entrenchment and agency problems becomes obvious.

1

When corporate governance is weak, the cost of capital for a firm is high (Hail and Leuz,

2006; Chu, Haw, Lee, and Wu, 2014). Previous studies suggest that dividend payouts

mitigate agency problems by reducing the free cash flow that insiders have the discretion

to use (Easterbrook, 1984; Jensen, 1986). As firms compete for capital, controlling

shareholders have an incentive to pay higher dividends, because minority shareholders

perceive dividend payouts to be a signal of a low level of expropriation. Faccio, Lang, and

Young (2001) find a positive relationship between dividend payouts and control

divergence, which implies that higher dividends allay expropriation concerns. DeAngelo,

DeAngelo, and Stulz (2006) argue that the avoidance of agency costs plays an important

role in the dividend decisions of the 25 largest long-standing dividend-paying firms. These

findings suggest that insiders use dividend payouts as a bonding device to mitigate the

adverse effects of expropriation on a firm’s value.

2

Shleifer and Vishny (1997) suggest that legal investor protection serves to monitor

controlling shareholders on behalf of outside investors, thus reducing the monitoring costs

of these outsiders. La Porta, Lopez-de-Silanes, Shleifer, and Vishny (2000) argue that in

countries with good legal protection, investors use their legal powers to extract dividends

from firms, especially when reinvestment opportunities are poor. Fama and French (2001)

find that firms with low growth rates tend to pay dividends, whereas those with high

growth rates tend to retain profits. Thus, a firm’s opportunity for growth is an important

determinant of its dividend policy. Shareholders of firms with good investment

opportunities may find it optimal to realize profitable growth opportunities and wait for

1 Much of the existing literature provides empirical evidence of expropriation from outside investors by

controlling shareholders. Claessens, Djankov, Fan, and Lang (2002) find that relative firm value

increases with the cash flow rights of the largest shareholder and decreases when the largest

shareholder’s control rights are in excess of cash flow rights. Fan and Wong (2002) find that high

ownership concentration and a large divergence between ownership and control weakens the

informativeness of earnings to outside investors. Haw, Hu, Hwang, and Wu (2004) find that income

management increases as the control divergence of the controlling shareholder increases.

2 For recent literature on dividend policy, please see Skinner (2008), Denis and Osobov (2008),

Brockman and Unlu (2009), Chemmanur, He, Hu, and Liu (2010), Officer (2011), Bøhren, Josefsen,

and Steen (2012), Fatemi and Bildik (2012), Kuo, Philip, and Zhang (2013), Brockman, Tresl, and

Unlu (2014), Javakhadze, Ferris, and Sen (2014) and Mori and Ikeda (2015).