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Capital structure – does ownership structure matter? Theory and Indian evidence
Santanu K. Ganguli,
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and Indian evidence", Studies in Economics and Finance, Vol. 30 Issue: 1, pp.56-72, https://
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SEF
30,1 Capital structure – does
ownership structure matter?
Theory and Indian evidence
56
Santanu K. Ganguli
Institute of Management Technology – Ghaziabad, Ghaziabad, India
Abstract
Purpose – Based on the agency theory, the purpose of this paper is to theoretically argue and
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empirically investigate how ownership structure impacts the capital structure of the listed mid-cap
companies in India and whether the capital structure as exogenous variable has a role in determining
ownership structure as well.
Design/methodology/approach – Simultaneity between capital structure and ownership structure
is checked through Hausman specification test on endogeneity. Fixed effect panel regression model is
used to analyze five years of data (2005-2009) on the sample units, to find the relation between leverage
and ownership structure after controlling for profitability, risk, tangibility, growth and size.
Findings – Empirical results on Indian firms suggest that the ownership structure does impact
capital structure but not the vice versa. Consistent with theoretical prediction empirical results reveal
that the leverage is positively related to concentrated shareholding and has a negative relation with
diffuseness of shareholding after controlling for profitability, risk, tangibility, growth and size.
The findings are consistent with “managerial entrenchment hypothesis” and “pecking order theory” of
capital structure.
Practical implications – The findings of the paper will enable the practitioners and analysts to
understand as to why, in the bank and financial institution-dominated debt financing system in India,
leverage is closely associated with concentrated ownership pattern and why retained earning is a
preferred vehicle of financing for the firms with diffused shareholding.
Originality/value – The results of the study enrich the literature on capital structure, agency cost
and corporate governance issues in several ways.
Keywords India, Corporate ownership, Capital structure, Ownership structure, Agency theory,
Concentrated shareholding, Diffused shareholding, Entrenched manager
Paper type Research paper
1. Introduction
Ever since publication of the seminal paper of Modigliani and Miller (1958) as regards
the role of capital structure decision on firm value, there have taken place phenomenal
research on the topic both theoretical and empirical – leading to creation of huge body
of literature in last 52 years.
The original simplistic assumption by Modigliani-Miller (MM) of no tax was altered
to factor in the impact of tax shield of interest expenses involved in debt financing.
This lead to evolution of “trade off” theory of capital structure. Besides trade off theory
origin. According to Shleifer and Vishny (1997) corporate governance deals with the
ways in which the suppliers of finance to the corporations assure themselves of getting a
return on their investment. Accordingly, the main and the long term supplier of finance
– that is, the outside equity shareholders must ensure themselves of getting return on
their investment in the company. The problem arises when there is separation of
ownership and management. The problem is one of principal and agent. When the
scattered outside investors provide fund to promoters or professional managers the
former have little to contribute afterwards, the latter can well run away with the money.
In sporadic cases they do but normally they do not. Most market economies have devised
system and mechanism by which the dispersed shareholders can monitor the managers.
“Agency theory” posits that debt acts as a disciplining mechanism as the lenders
monitor the action of the managers. Corporate governance literature is concerned with
the resolution of collective action problem confronted by the dispersed shareholding
pattern of the corporations. In all countries one of the most favored mechanisms for
resolving the collective action problem appears to be partial ownership and control
concentration in the hands of one or few large shareholders (block holding) as their
interest is more intensely aligned with the firm. Because of alignment of interest, the
block shareholders monitor the action and decisions of professional managers closely
and therefore may be looked upon as a mitigating device of agency problem in case of
separation of ownership and management. The argument leads to the research question
– if both debt and concentration of shareholding act as mitigating device of conflict of
interest issue between managers and share holders then what could be the possible
relation between debt (leverage) and concentration of shareholding?
On the other hand when the shareholding is dispersed the managers are subjected to
lesser monitoring and scrutiny by the shareholders. Managerial discretion is much
more in case of dispersed shareholding. In such case the management will take financing
decisions in a manner that prevents concentration of shareholding. If debt is raised for
financing, the managers can avoid insiders monitoring but subject themselves to
monitoring by the lenders. So what is preferable to entrenched managers, inside
monitoring by large shareholders or monitoring by the lenders? The question is of
paramount importance as Myers (2001) observes that firms presumably act in the
interest of some group or coalition of managers who make or are affected by the financial
decisions of the firm.
Elaborating on the above argument of agency issue we reason and empirically
investigate how and to what extent ownership structure impacts the capital structure
SEF of the listed mid-cap companies in India. We also argue and explore (empirically)
30,1 whether the capital structure as exogenous variable has a role in determining
ownership structure as well. Our empirical models besides taking into consideration
concentration (and dispersion of shareholding) as determinants of capital structure
account for profitability, risk, tangibility, growth and size of the sample firms as other
control variables.
58 The results of the study enrich the literature on capital structure, agency cost and
corporate governance issues in several ways. First we provide a theoretical reasoning
based on corporate governance and agency theory literature that there should exist a
positive relation between leverage and concentration of holding. We argue that the
higher debt coupled with concentrated shareholding might help in resolving collective
action problem and reducing managerial discretion. Using the Indian context and data
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set we put the argument to empirical taste and find a positive relation between leverage
and ownership concentration. Margaritis and Psillaki (2010) record similar empirical
finding for French manufacturing companies. We provide an explanation for the result
as well. Pindado and De La Torre (2011) record that the larger debt increments are
promoted by outside owners when managers are entrenched. In Russian context Poyry
and Maury (2010) observe that the firms with owners having political influence or ties
to large financial groups have better access to debt.
Second we find a negative relationship between leverage and diffuseness of holding.
We provide a new line of reasoning for the negative relation in addition to “managerial
entrenchment” argument put forward by Kayhan (2008) in respect of lesser use of debt
by the self-interested entrenched managers. We argue that if the entrenched managers
are not subject to large shareholders’ scrutiny, they sought to avoid external scrutiny
by lenders as well using retained earning or issue of equity for investment rather than
going for debt financing. The result is likely to enhance agency problem as the
manager is neither subject to scrutiny by block shareholders nor lenders.
Third in the process of building our empirical model we blend ownership structure
that addresses collective action problem by the shareholders with other control
variables like profitability, risk, tangibility, growth and size determined empirically by
previous studies (the other control variables generally support “trade off” and “pecking
order” theory one way or other) to show the cumulative impact on capital structure.
Last though we extend theoretical reasoning from agency perspective that the
ownership structure as endogenous variable should be impacted by capital structure as
well, but we find little empirical support for the argument based on Indian data set.
The remainder of the paper is organized in the following way. Section 2 discusses
main theories, empirical determinants of capital structure and hypothesis. Section 3
describes the data and empirical model. Section 4 details the empirical result and
Section 5 concludes with summary of findings.
size found positive but insignificant relationship between leverage and firm size.
Similarly, as far as tangibility is concerned Galai and Masulis (1976), Myers (1977) and
Myers and Majluf (1984) stressed the impact of asset structure on firm’s financial
policies. As the carrying amount of assets that can be offered as collateral security
increases – debt capacity increases. The asset composition may be broadly found
either by the ratio of liquidation value of tangible asset to total assets or by the ratio of
intangible asset to total assets. If the first one is considered then there should be a
positive relationship with leverage and in the second case there should be a negative
relationship. Consistent with trade off theory Rajan and Zingles (1995), Jordon et al.
(1998), Wiwattanakantang (1999) and Hirota (1999) found a positive relation between
tangible assets and debt. Titman and Wessels (1988) using the standard deviation of
the percentage change in operating income as proxy for risk found negative but
insignificant inverse relationship between risk and leverage. A recent study on
Brazilian firms by Correa et al. (2007) uses variance of operating profit to total assets as
proxy for risk and found a positive relation with leverage confirming the result found
by Jordon et al. (1998) and Wiwattanakantang et al. The findings run counter to trade
off theory. Increase of debt should enhance volatility of earning because of interest
expenses as such there should be a negative relation. Hirota (1999) found a negative
relation between the two. Rajan and Zingales et al., Wiwattanakantang et al. and
Hirota et al. using market to book value ratio as measure of growth found that with
decrease in growth opportunities, leverage increases. The finding is consistent with
trade off theory. Titman and Wessels et al. using percentage change in asset, capital
expenditure and R&D expenditure as proxy for growth find no significant relationship.
In reality it is found that a number of successful firms with high and consistent
profitability hardly goes for debt financing. This leads to an alternative theory of
finance called “pecking order” theory developed by Myers (1984). The origin of pecking
order theory is asymmetric information – implying that the managers know more
about a company’s prospect than the outside investors. The theory suggests that if a
firm issues equity shares to finance a project, it has to issue shares at less than the
prevailing market price. This signals that the shares are overvalued and the
management is not confident to serve the debt if the project happens to be financed by
debt. Thus, issue of shares is “bad news”. On the contrary if external borrowing is used
to finance the project, it sends a signal that the management is confident of the future
prospect of serving debt. Hence debt is preferred over shares in financing decision.
Nevertheless, pricing of debt instrument remains a problem in view of interest rate risk
SEF and default risk. With regard to price of debt, investors may remain skeptical in the
30,1 same manner as pricing of the equity. To avoid controversy as regards information
content of pricing the management may wish to finance project by retained earning
only. Thus, financing follows an order, first – retained earning, then-debt and finally
when debt capacity gets exhausted – equity. This explains why the profitable firms
use less/negligible debt. Rajan and Zingles (1995) using earning before interest, taxes
60 and depreciation (EBIDTA) scaled by book value of assets as measure of profitability
found a negative relationship with the leverage. Titman et al. using operating income
scaled by total assets and margin as measure of profitability found a negative relation
with leverage. Hirota et al. found an inverse relationship between EBIDTA/total assets
and leverage. The findings are consistent with pecking order theory.
Though debt reduces agency conflict (and cost) between managers and
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shareholders but at the same time according to Jensen and Meckling (1976) it leads
to agency problem between the shareholders and debt holders.
The entrenched managers instead of pursuing value maximizing objective of
shareholders may indulge in self-dealing particularly when shareholding is scattered.
Indirect agency cost occurs when the managers do not strive enough to maximize the
shareholders’ value. In that case shareholders have to monitor the behavior of the
shareholders involving direct agency cost. Thus, there are both direct and indirect
agency costs arising from equity financing in case of separation of ownership and
management. Debt partly resolves this problem. When a firm is financed by debt, the
management is induced to minimize wasteful expenditure and optimize operating
efficiency for servicing debt as per covenant. Debt monitors action and behavior of the
manager. But when the debt is high and the company faces financial distress, if there
are two projects one is risky with high pay off and the other is less risky with low pay
off, the management may be induced to invest fund in risky projects having high pay
off. If the project is successful the shareholders will have residual cash flow after
paying off the debt. If the project fails, the loss is mostly borne by the creditors as the
liability of shareholders is limited. Thus, in case of debt financing, the shareholders
encourage management to take such decisions which, in effect, expropriate fund from
creditors to shareholders. The debt holders being aware of such risk will ask for higher
rate of interest and insist on inclusion of restrictive covenants in debt agreement to
mitigate the conflict of interest (agency problem between the shareholders and the debt
holders). Agency cost of debt arising from higher cost of finance and restriction
imposed by covenant having a bearing on future cash flow is to an extent compensated
by lowering agency cost (of equity financing) that arises from separation of ownership
and management. In an empirical paper Jiraporn and Gleason (2007) show an inverse
relation between leverage and shareholders right suggesting that the firms adopt
higher debt ratios where shareholders’ rights are more restricted. This is consistent
with agency theory which predicts that leverage helps alleviate agency problem.
Among some recent studies Margaritis and Psillaki (2010), Pindado and De La Torre
(2011) and Poyry and Maury (2010), respectively, record relationship between leverage
and various types of ownership pattern based on concentration, interest groups and
influence. Kose and Litov (2010) argue that firms with entrenched managers use more
debt contrary to earlier views that suggest entrenched managers employ less debt.
Among earlier studies Bernstein (1994) posits that the theory of agency cost and
imperfect information suggest that some types of firms may prefer to finance
investment with internal funds. The results by Brailsford et al. (2002) in the context of Capital structure
49 Australian firms indicate a nonlinear inverted U-shaped relation between the level
of managerial ownership and leverage. They observe beyond a point there is potential
for increase in managerial opportunistic behavior associated with decrease of debt. The
study also indicates a positive relation between block ownership and leverage.
Drieffield et al. (2007) in their study on impact of ownership structure on capital
structure and firm value for the East Asian countries (Korea, Indonesia, Malaysia and 61
Thailand) distinguish owner managed family firms from non-family firms not being
owner managed. They find that the effect of concentration (of ownership) differ
between the two groups of firms. Higher concentration increases leverage in family
firms but tends to lower it among non-family firms in Indonesia, Malaysia and
Thailand.
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Set 2:
LEV it ¼ b1 þ b2 PROFIT it þ b3 RISK it þ b4 TAN it þ b5 GROit
ð3Þ
þ b6 SIZE it þ b7 NPSH it þ 1it
NPSH it ¼ d1 þ d2 LEV it þ jit ð4Þ
LEV Capital structure or leverage has been measured by dividing the book value of total of
secured and unsecured loan by the book value of total assets at the end each financial year
from 2005 to 2009. Total assets is the total of assets as per balance sheet minus deferred tax
asset and misc. expenses appearing on the asset side – both considered as arising out of
accounting adjustment only 65
PROFIT Profitability ¼ EBIT/Total Assets, where EBIT is the operating profit, that is, earning
before interest and tax during the study period 2005-2009
RISK Risk has been measured in terms of the variance of profitability during 2005-2009,
2
EBIT EBIT
RISK ¼ 2
TotalAssets TotalAssets
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unobserved firm specific time invariant factors and year specific unobserved factors
(but not varying over firms) along with the other explanatory variables impacting
leverage.
The sample altogether consists of 405 observations.
4. Empirical result
Out of 81 companies, promoters’ shareholding being overall more than 50 percent has
been witnessed in case of 48 companies. Putting differently in about 60 percent cases,
the promoters hold more than 50 percent of the total equity shares. Promoters’
shareholding for the sample companies averages 55 percent. The figures indicate
dominance of concentrated holding pattern in Indian context. The finding is consistent
with that of La Porta et al. (1998, 1999) and Ganguli and Agrawal (2009). In a recent
study, Holderness (2009) reports that the popular belief of comparatively more
SEF diffuseness of US corporations is a myth. Block holders in US public companies on an
30,1 average own 39 percent of the shares.
Table II presents the descriptive statistics in respect of cross-sectional as well as
pooled data. Table III shows the correlation matrices (based on pooled data) among all
the variables.
LEV 0.25 0.25 0.20 0.65 0.23 0.21 0.19 0.33 0.24 0.22 0.19 0.12 0.22 0.23 0.18 0.27 0.24 0.25 0.19 0.26 0.24 0.23 0.19 0.35
PROFIT 0.14 0.11 0.10 2.77 0.14 0.12 0.10 2.19 0.15 0.13 0.09 1.43 0.16 0.16 0.09 0.89 0.13 0.11 0.09 0.96 0.14 0.13 0.09 1.70
RISK 0.003 0.001 0.005 4.14 0.002 0.000 0.003 4.79 0.002 0.000 0.003 3.01 0.002 0.001 0.003 3.64 0.003 0.001 0.007 3.44 0.002 0.001 0.004 4.23
TAN 0.70 0.76 0.22 0.97 0.67 0.73 0.22 2 0.78 0.65 0.71 0.22 20.76 0.64 0.70 0.23 20.70 0.62 0.67 0.23 20.66 0.66 0.71 0.22 20.75
GRO 0.24 0.20 0.26 1.34 0.27 0.20 0.28 2.00 0.33 0.24 0.42 2.93 0.34 0.20 0.54 4.33 0.18 0.16 0.29 1.77 0.27 0.20 0.38 3.90
SIZE 7.07 7.07 1.04 0.04 7.36 7.25 0.91 0.62 7.68 7.59 0.81 0.76 7.97 7.95 0.81 0.66 8.16 8.13 0.81 0.58 7.65 7.61 0.96 0.13
PSH 0.56 0.54 0.18 0.23 0.55 0.52 0.19 0.28 0.54 0.52 0.18 0.30 0.54 0.51 0.18 0.29 0.55 0.51 0.18 0.27 0.55 0.52 0.18 0.27
NPSH 0.44 0.46 0.18 20.23 0.45 0.48 0.19 2 0.28 0.45 0.47 0.18 20.24 0.45 0.48 0.18 20.22 0.44 0.48 0.18 20.20 0.45 0.47 0.18 20.23
Descriptive statistics
67
Table II.
SEF
Variables LEV PROFIT RISK TAN GRO SIZE PSH NPSH
30,1
LEV 1
PROFIT 20.39516 1
RISK 20.05201 0.31820 1
TAN 0.24798 2 0.01721 0.06625 1
68 GRO 0.04628 0.04307 0.06977 0.01210 1
SIZE 0.25573 2 0.32576 2 0.09875 0.14651 2 0.01675 1
PSH 20.12067 0.08526 0.15013 20.09166 0.02611 20.24527 1
NPSH 0.13158 2 0.0729 2 0.14032 0.10037 2 0.01823 0.22429 20.98743 1
Table III. Note: The figures in the table reflect no serious multicollinearity problems among the explanatory
Correlation matrices variables of the regression models used
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Note: Significance at: *1, * *5 and * * *10 percent levels (non-promoters’ holding)
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Further reading
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No. 1, pp. 297-356.
SEF About the author
Santanu K. Ganguli is a Chartered Accountant (FCA) and holds a PhD (Finance). He is a
30,1 Professor of Finance and Accounting at the Institute of Management Technology –
Ghaziabad, India. He has been a visiting faculty of the University of Warsaw, Poland (2010),
IIM – Calcutta (2001-2006) and Institute of Chartered Accountants of India. His research
interest lies in corporate governance, capital structure, dividend policy, market based
accounting research and firm valuation. He has conducted extensive management
72 development programmes on corporate finance, valuation and accounting standards and
has published and presented empirical papers, chaired sessions and acted as key note speaker
on corporate finance and firm valuation internationally. Santanu K. Ganguli can be contacted
at: skganguli@imt.edu
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