지주회사 전환이 외국인지분율에 미치는 영향 (The Effect of Conversion to Holding Company on Foreign Equity Ownership)

서지정보

· 발행기관 : 한국회계학회
· 수록지 정보 : 회계학연구 / 39권 / 1호 / 77 ~ 116페이지
· 저자명 : 이현주, 정현욱, 이강일

초록

개요: 본 연구는 지주회사 전환 이후 지주회사 집단에 소속된 기업의 외국인지분율이 증가할 것이라는 가설을 설정하고 다변량회귀분석을 이용하여 실증분석을 수행하였다. 지주회사 체제로 전환하게 되면 공정거래법의 행위제한 규정 때문에 기업집단의 소유구조 및 출자단계가 단순해지고, 지배주주의 자(손자)회사에 대한 지분율이 높아지고, 지분율괴리도가 낮아지고, 계열사 간 상호출자와 순환출자가 감소되는 등 전환 이전에 비해 소유구조가 현저하게 개선될 것으로 기대된다. 본 연구의 가설은 국내 기관투자자나 개인투자자에 비해 정보의 수집 및 분석능력이 뛰어난 것으로 알려진 외국인투자자가 투자 종목을 선택함에 있어 지주회사 전환 기업을 선호할 것이라는 기대에 근거하여 설정되었다. 2003-2008 기간 동안 공정거래위원회에 일반지주회사로 신고한 계열기업군에 소속된 기업을 대상으로 실증분석을 수행한 결과, 지주회사 전환 이후 기간에 외국인지분율은 전환 이전 기간보다 통계적으로 유의하게 증가하는 것으로 나타났다. 본 연구는 기존 선행연구에서 보고된 외국인지분율에 영향을 미치는 변수를 통제한 후에 지주 회사 전환 전․후 기간의 소유구조 변동이 외국인지분율을 증가시키는 데 기여한다는 실증분석 결과를 보고한다는 점에서 공헌점이 있다고 판단된다. 본 연구의 결과를 달리 해석하면, 외국인 투자자는 지주회사 전환 이후 높아진 지배주주 지분율과 낮아진 지분율괴리도를 소유구조의 개선으로 받아들이는 것으로 판단된다. 또한 지주회사 전환을 권장하고 있는 규제당국에 참고할 수 있는 지주회사 전환의 긍정적 측면을 제시한다고 판단된다.

영어초록

This study examines the effect of conversion to holding company (hereafter ‘conversion to HC’) on foreign equity ownership. The research hypothesis predicts that foreign ownership of shares would increase after the conversion to HC. The sample consists of firms which belong to holding company group for the period of 2003-2008. The data on holding company were collected from Fair Trade Commission’s(FTC) database. The empirical results suggest that foreign equity ownership increased statistically significantly after conversion to HC.
Foreign investors held 34.7% of stocks traded on the main bourse(Korean Exchange, KOSPI) as of December year-end 2012. They typically are mutual funds or other institutional investors. Anecdotal evidence suggests foreigners outperform domestic institutional and individual investors in fundamental analysis. Thus they appear to earn excess investment returns when compared to their counterparts. They also play a monitoring role on their investees. Therefore, factors affecting foreign investors’ stock selection draw attention from both academics and practitioners. We examine whether the change in ownership structure caused by conversion to HC affects foreigners’ portfolio selection decisions.
The Korean government revised fair trade rules in April of 1999 thereby allowing the conversion to HC for domestic firms. The revised rules on holding company enforces a few restrictions before the conversion to HC. First, the amount of total asset has to exceed 100 billion won. Second, the holding company has to own equity shares of subsidiary companies in excess of 50% of total asset. Third, the holding company cannot own shares of firms which are not classified as subsidiary company under the fair trade rules. Fourth, the fair trade rules forbid circular investments among holding company and its subsidiaries. Lastly, the fair trade rules also forbid cross holdings of shares between any two firms that belong to holding company group. As a result of these stringent restrictions, the ownership structure of a holding company and its subsidiaries become very simple as compared to the ownership structure before the conversion to HC. Even though the pyramidal ownership structure remains after the conversion as compared to the complicated chaebol group style　ownership structure before the conversion, large shareholder’s direct ownership increases dramatically and ownership wedge decreases in large scale after the conversion to HC. This study is motivated by this dramatic change and improvements in ownership structure caused by the restrictions of fair trade rules about holding company. Ownership structure has been known to have the strongest influence on corporate governance. Therefore we expect the dramatic improvements in ownership structure caused by conversion to HC would influence the foreign investors’ portfolio selection decisions.
Kang and Stulz(1997) examined variables that affect foreign investors’ portfolio selections in Japan’s stock market for the period of 1975-1991. They document manufacturing industries, large firms, firms with good accounting performance, low unsystematic risk, and low leverage as factors affecting foreign investors’ portfolio selection. Dahlquist and Robertsson(2001) followed Kang and Stulz’s research and examined Swedish listed firms. Their results suggest that foreign investors prefer large firms, firms paying low dividends and firms with large cash positions on the balance sheet. Lin and Shiu(2003) examined foreign ownership in the Taiwan stock market for the period of 1996-2000. They reported that foreigners prefer large firms, low book-to-market stocks and firms with high export ratios.
After controlling for variables appearing on three studies mentioned above, Ahn et al.(2005) examined whether information asymmetry variables(number of analysts, analyst forecast error and discretionary accruals) affect foreign equity ownership. They concluded that foreigners prefer firms with low information asymmetry. Baek and Moon(2010), using same control variables used in Ahn et al.(2005), tested whether audit quality(audit hours, audit fee and audit firm size) affects foreign equity ownership. Their results suggest that foreigners favor high audit quality firms. Ko et al.(2012) examined whether independence of the board of directors (BOD) affects foreigners’ stock selection. Their results suggest that the independence of BOD, measured by the ratio of outside directors to total directors, is positively related with foreign equity ownership.
Our study incorporates variables reported in the prior studies listed above as control variables in the multiple regression analysis. After controlling for variables reported in previous studies, our empirical results suggest that conversion to HC affects foreigners’ portfolio decisions. More specifically, foreign stock ownership increased statistically significantly after conversion to HC. Due to restrictions enforced by FTC’s holding company rules, large shareholders’ equity ownership increases and ownership wedge decreases after conversion to HC. These changes are interpreted as significant improvements in ownership structure and corporate governance. The empirical results suggest that foreign equity ownership increased statistically significantly after conversion to HC.
This study contributes to extant literature on foreign equity ownership by providing evidence about the effect of conversion to HC on foreign equity ownership. Foreign investors appear to interpret the conversion to HC as signals of improvements in ownership structure. They also reflect this interpretation on their portfolio selection decisions. The results may help policy makers in supporting their rationale to recommend holding company conversion.

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