Формирование структуры капитала российскими компаниями: традиционные и поведенческие теории
The paper explores theoretical approaches to the company IPO underpricing and analyzes capital structure impact on the underpricing of the Russian issuers.
Current article is dedicated to the relationship between effectiveness of usage of intellectual capital and capital structure of firms in Russia in 2005-2007. Current research showed that effectiveness of usage of intellectual capital of firms has a positive influence over the level of financial leverage. The result of the research has showed that the more effective usage of intellectual capital makes a company more attractive for the credit organizations and opens more sources to obtain financing. There were also revealed some specific features of relationship between the effectiveness of utilization of intellectual capital and corporate financial decisions in Russia. The result is consistent with the results from the similar researches from the developed markets.
Researchers of the Russian economy have unanimously identified the most important features of stock ownership and control (NССG 2008: 12-16). First, the concentration of capital in the corporate sector resulting from its aggressive redistribution for more than 15 years tends to be high. Secondly, the high concentration of ownership affected the development of corporate control and evolution of the mechanisms of corporate governance. This high concentration provides the basis for control by the majority shareholder or a consolidated group of such shareholders exercised by various formal and informal means. Majority shareholders are constrained only by the need to comply with the formal legal provisions and often imitate the activities of intra-corporate tools.
This study investigates the puzzle of zero-debt in emerging markets using a sample of firms from Eastern Europe during 2000-2013. The results of this paper are in line with the previous research of firms from developed markets. Firms that are financially constrained do not use debt as a result of credit rationing while financially unconstrained firms intentionally eschew debt to maintain financial flexibility and avoid underinvestment incentives. Furthermore, this study provides new insights into unconstrained firms’ performance during different economic situations. Firms that strategically avoid debt show better financial results than levered firms.
Despite a clear distinction in law between equity and debt, the results of such a categorization can be misleading. The growth of financial innovation in recent decades necessitates the allocation of control and cash-flow rights in a way that diverges from the classic understanding. Some of the financial instruments issued by companies, so-called hybrid instruments, fall into a grey area between debt and equity, forcing regulators to look beyond the legal form of an instrument to its practical substance. This innovative study, by emphasizing the agency relations and the property law claims embedded in the use of such unconventional instruments, analyses and discusses the governance regulation of hybrids in a way that is primarily functional, departing from more common approaches that focus on tax advantages and internal corporate control. The author assesses the role of hybrid instruments in the modern company, unveiling the costs and benefits of issuing these securities, recognizing and categorizing the different problem fields in which hybrids play an important role, and identifying legal and contracting solutions to governance and finance problems. The full-scale analysis compares the UK law dealing with hybrid instruments with the corresponding law of the most relevant US jurisdictions in relation to company law. The following issues, among many others, are raised:
– decisions under uncertainty when the risks of opportunism of the parties is very high;
− contract incompleteness and ex post conflicts;
− protection of convertible bondholders in mergers and acquisitions and in assets disposal;
− use of convertible bonds to reorganise and restructure a firm;
− timing of the conversion and the issuer’s call option;
− majority-minority conflict in venture capital financing;
− duty of loyalty;
− fiduciary duties to preference shareholders; and
− financial contract design for controlling the board’s power in exit events.
Throughout, the analysis includes discussion, comparison, and evaluation of statutory provisions, existing legal standards, and strategies for protection. It is unlikely that a more thorough or informative account exists of the complex regulatory problems created by hybrid financial instruments and of the different ways in which regulatory regimes have responded to the problems they raise. Because business parties in these jurisdictions have a lot of scope and a strong incentive to contract for their rights, this book will also be of uncommon practical value to corporate counsel and financial regulators as well as to interested academics.