mi This is to certify that the dissertation entitled INSTITUTIONAL INVESTOR PREFERENCES AND FIRM VALUE presented by Gwinyai T. Utete LIBRARY Michigan State University has been accepted towards fulfillment of the requirements for the PhD. degree in Finance “ .4? km [Ml Major ProfessorUSignature 071/01 /Jo~7 Date MSU Is an affirmative-action, equal-opportunity employer l l . PLACE IN RETURN BOX to remove this checkout from your record. TO AVOID FINES return on or before date due. MAY BE RECALLED with earlier due date if requested. DATE DUE DATE DUE DATE DUE 6/07 p:/CIRC/DateDue.indd-p.1 INSTITUTIONAL INVESTOR PREFERENCES AND FIRM VALUE By Gwinyai T. Utete A DISSERTATION Submitted to Michigan State University in partial fulfillment of the requirements for the degree of DOCTOR OF PHILOSOPHY Department of Finance 2007 ABSTRACT INSTITUTIONAL INVESTOR PREFERENCES AND FIRM VALUE By Gwinyai T. Utete This dissertation demonstrates the existence of different institutional investor preferences for equity characteristics, and makes the link between these preferences and firm value. We show that transient institutional investors (those that trade frequently with a view to maximizing short term gains) possess superior information to other market participants and actively seek out Situations in which they can exploit this informational advantage. Their presence, particularly under conditions where firm-level information quality is poor, is associated with both higher returns and higher subsequent firm values. We also find that dedicated (long term) and quasi-indexing (passive with broad holdings) institutional investors are attracted to firms that enable them to engage in monitoring activities. Although there is some evidence to suggest that the arrival of dedicated institutional investors enhances firm transparency, the presence of both dedicated and quasi-indexer investors is of limited importance in determining overall firm value when other features of the firm’s contracting environment (such as corporate governance provisions, information precision and free cash flows) are fully considered. These results are robust to both a fixed effects and an instrumental variables procedure that mitigates the endogeneity problem. Therefore, the previously documented linear relationship between institutional holdings and Tobin’s Q is almost entirely driven by the trading actions of active investors who do not engage in monitoring in the conventional SCI‘ISC. ACKNOWLEDGMENTS I would like to express my gratitude to the members of my dissertation committee, Dr. Jun—Koo Kang, Dr. Edward Fee, Dr. Stephen Dimmock and Dr. Wei-Lin Liu, for their insightful comments and guidance through this process. I would also like to extend my thanks to the Department Chair, Dr. Geoffrey Booth, the Director of the PhD. program, Dr. Charles Hadlock and Dr. Kirt Butler for all of their advice and assistance. Finally, I would like to thank my colleagues for their contributions during our time together in the Ph.D. program. iii TABLE OF CONTENTS INSTITUTIONAL INVESTOR PREFERENCES AND FIRM VALUE LIST OF TABLES ......................................................................................................... v 1 .1 Introduction ........................................................................................................ 1 1.2 Corporate Ownership and Firm Value ............ . ................................................... 2 1.3 Institutional Investor Types and Their Characteristics ...................................... 5 1.4 The Endogeneity of Ownership ......................................................................... 8 2.1 Hypothesis Development ................................................................................... 9 2.1.1 Institutional Demand for Equity Characteristics ................................................ 9 2.1.2 Herding Behavior of Institutional Investors and Informed Trade ................... 18 2.1.3 The Link Between Ownership Structure and Returns ..................................... 23 2.1.4 Conditional Interpretations of the Ownership - Firm Value Relationship ....... 26 3.1 Data and Descriptive Statistics ........................................................................ 29 4.1 Results .............................................................................................................. 35 4.1.1 Testing the Institutional Equity Preferences Hypothesis ................................. 35 4.1.2 Testing the Herding and Informed Trade Hypothesis ...................................... 38 4.1.3 Testing the Ownership Structure — Firm Value Hypothesis ............................ 43 4.1.4 Conditional Firm Value Tests .......................................................................... 46 5.1 Summary and Conclusions .............................................................................. 47 APPENDIX. TABULATED RESULTS ......................................................... 50 BIBLIOGRAPHY ............................................................................................ 91 Table 1 Table 2 Table 3 Table 4 Table 5 Table 6 Table 7 Table 8 Table 9 Table 10 Table 1 1 Table 12 Table 13 Table 14 Table 15 Table 16 Table 17 Table 18 Table 19 Table 20 LIST OF TABLES Summary Statistics ............................................................................... 51 Investment Objective and Investment Style ........................................ 55 Correlation Coefficients ....................................................................... 57 Aggregate Institutional Investor Preferences ....................................... 60 Corporate Insider Preferences .............................................................. 62 Equity Demand Functions: Transient Institutional Investors .............. 63 Equity Demand Functions: Quasi-Indexer Institutional Investors ....... 64 Equity Demand Functions: Dedicated Institutional Investors ............. 65 Changes in Institutional Ownership and Firm Transparency .............. 66 Aggregate Changes in Institutional Ownership ................................... 67 Changes in Insider Ownership ............................................................. 69 Portfolio Rebalancing: Transient Institutional Investors ..................... 71 Portfolio Rebalancing: Quasi-Indexer Institutional Investors ............. 73 Portfolio Rebalancing: Dedicated Institutional Investors .................... 75 Performance Attribution: Institutional Investors and Insiders ............. 77 Performance Attribution: Institutional Investors by Class ................... 79 Performance Attribution: Transient Investors: Growth vs. Value ....... 81 Ownership Structure and Finn Value .................................................. 84 Robustness Tests .................................................................................. 85 Conditional Specifications of the Firm Value - Ownership Relation ..87 1.1 Introduction This dissertation examines the link between ownership structure and firm value by focusing on the role of differences in institutional investment philosophy. In a standard rational expectations framework, investors are only concerned with the expected payoffs of the assets that they hold. Assuming a common information set, market clearing prices can be derived from a given agent’s expectation of those payoffs and the filll covariance matrix of payoffs with respect to all other assets in the economy. In reality however, investors display considerable heterogeneity in terms of both the information they possess and their preferences for certain characteristics in equities. The key contribution of this study lies in how we use a more refined demarcation of investor types to reveal how institutional ownership structure relates to firm value. We contend that in the presence of information asymmetry, differing demand specifications are associated with real effects on asset prices, and we test this conjecture in a multiple regression framework. Using prior empirical research as a guide, we develop three categories of stock characteristics that are concordant with investor demand. Briefly, these are the risk-retum relationship, the relative opacity of the firm’s operations to outside investors and features that enable monitoring. We find that institutional investors differ quite dramatically in their preferences for these characteristics, primarily because of differences in both their investment horizons and ability to collect finn Specific information. Short term, high t'umover (transient) institutional investors are found to be attracted to firms that perform well (in both an accounting and financial sense) but have a high level of informational uncertainty. Institutional investors with a longer term focus (quasi-indexer and dedicated) are found to be attracted to firms with features that facilitate oversight of managerial behavior. However, we find that only the presence of the transient class of institutional investor is consistently associated with higher firm values. The rest of the paper is organized as follows: in the remainder of this section, we motivate the ownership-performance problem through a discussion of key contributions in the area. In section 2, we develop our hypotheses and design appropriate empirical tests. In section 3, we present our data sources and conditions for inclusion in the final sample of firms. Section 4 provides results and section 5 concludes with an analysis of the results and possibilities for future research. 1.2 Corporate Ownership and Firm Value The relationship between corporate ownership and firm performance is one that has attractedsubstantial interest since the pioneering work of Berle and Means (1933). According to Berle and Means (1933), as a firm’s ownership structure becomes more diffuse, shareholders’ ability to control management diminishes. The resulting Shift in power allows managers to act in their own self interest potentially destroying Shareholder value in the process. This rather straightforward argument is a variant of the classic principal-agent problem. Berle and Means’ (1933) proposition went essentially unchallenged and unmodified in the financial economics literature for over four decades. Jensen and Meckling (1976) represented the first significant reexamination of the topic. Jensen and Meckling (1976) propose equity ownership by management as a solution to the agency problem. They argue that as managers’ shareholdings in their own companies increase, their incentives become more aligned with those of outside shareholders. As a result, they become apt to take actions that increase firm performance and consequently, firm value. While this argument is intuitively appealing, it presents some uncomfortable equilibrium implications. If firms can increase value by awarding the CEO more stock, why do we observe a multiplicity of firm ownership structures empirically? Demsetz and Lehn (1985) formalized this question by examining the shareholdings and financial performance of 511 large US. firms over the period 1976- 1980. Their OLS regressions of return on equity on a variety of ownership measures fail to detect any significant relationship between the two. They interpret this evidence as indicative of firms always being at their optimum ownership structure. Much like the Jensen and Meckling (1976) supposition, this argument, while intuitively attractive, also suffers from a critical flaw in equilibrium. If firms naturally tend towards their optimum shareholder structure then those that do not will eventually fail. However, in the long run, one would expect to see all observed shareholding structures perform equally well. Clearly this does not conform to empirical reality either]. Thus we have a conflict which persists in the literature to this day. Previous studies that examine the link between ownership structure and performance tend to make a direct examination of how a particular type of ownership relates to firm value. There is a common structure to the research question that is asked; how does management ownership relate to firm value? Or, how does the ownership of large block holders relate to firm value? These studies typically make fairly broad assumptions about the motivations of potentially disparate groups of Shareholders. We instead take the View that insiders and other shareholders are unique actors who differ in their utility specifications, initial wealth, and ability to access markets. ' La Porta, Lopez—de-Silanes, Shleifer and Vishny (1998). Amongst outside shareholders, there exist differing cost structures with respect to firm specific information acquisition. Diamond’s (1984) model of financial interrnediation is instructive. To wit: Given a firm with m outside investors and a manager in control of a project whose terminal outcome is the random variable y, the optimal contract specifies: max¢(,) E5.[maxz€[0,)~.] j" — Z '— ¢(Z)] (1) subject to z e arg maxzemfl y — z - ¢(z) (2) and Ej.[arg maxzemfl y — z - ¢(z)] Z R (3) Where y is the true realization of y, z 2 0 is the payment the manager makes to the outside investors and R is the competitive rate Iof interest in the economy.