경영권 방어수단이 자기주식 취득에 미치는 영향

This study is to investigate the effect of adopting defensive tactics by amending the corporate charter on the stock repurchase of the firms. The stock repurchases in Korea have been introduced to provide the corporations with the defensive measures against hostile takeover as Korean financial markets have been globalized. In addition to the defensive measures, the stock repurchase as a payout policy have been announced to be used for the purposes of stock price stabilization, share retirement, and incentive stock options. Separating from the stock repurchase as defensive measure, Korean firm have introduced supermajority voting and golden parachute by amending their corporate charters. Though the stock repurchases and the defensive measures of corporate charters have been played the same roles for many years in Korea, all the previous studies in Korea have investigated those financial strategies separately. In the literature of stock repurchases, the previous studies have analyzed the effect of stock repurchase on firm value and long-run performance, tested several hypothesis such as undervaluation hypothesis or information signalling hypothesis(Dann(1981), Lakonishok and Vermaelen(1990), McNally(1999)), dividend substitution hypothesis(Grullon and Michaely(2002)), leverage hypothesis(Bagwell and Shoven (1988), Hovakimain, Opler, and Titman(2001)), free cash flow hypothesis(Fenn and Liang (2001), Grullon and Michaely(2004)), takeover hypothesis(Bagwell(1991), Billett and Xue (2007)), etc. In the other research area related with antitakeover provisions in Korea, some recent studies (Kim and Yang(2011), Lee et al.(2011)) have investigated the effect of takeover protection adopted in the corporate charter on the shareholder wealth. Differently from previous studies having investigated stock repurchases and takeover protections separately, this study analyzes the association between those two financial strategies in the same context by investigating the effects of supermajority voting and golden parachute on the stock repurchases. For the relation between defensive measures and dividend payout policy, two contrasting hypotheses have been suggested in the previous literatures. Francis et al.(2011) suggested managerial entrenchment hypothesis that when managers are insulated from takeovers and become more entrenched, they may choose to reduce dividend payouts. Paying dividends ia a return of corporate earnings to investors. Managers use leftover cash to increase their compensation and that of employees and reserve the excess cash for use under their discretion. On the other hand, Jo and Pan (2009) support the optimal entrenchment hypothesis that firms with entrenched managers, as measured by strong managerial power resulting from takeover protections, are more likely to pay dividends. They argue that ex ante, it is efficient for firms with weak growth opportunities to protect managers against takeovers to induce them to pay or continue to pay dividends rather than pile up cash to fend off unwanted takeovers. Since stock repurchase maybe a part of payout policy, this study applies those two contrasting hypothesis to investigate the impact of takeover protections by the amendment of corporate charter on the stock repurchases. Our sample includes the firms which have announced the stock repurchase, or have adpoted the supermajority voting and golden parachute in their corporate charters for the period of year 2000 through 2010 in Korean Securities Market and KOSDAQ. We exclude financial firms. Total data consists of 4906 firm-year samples in Korean Securities Market and 4865 firm-year samples in KOSDAQ. This study uses panel logit analysis and panel regression analysis. When the dependant variable is a dummy variable, we use the following panel regression analysis:When error term is assumed to follow the logistic distribution, the equation becomes panel logit analysis. is the unobserved time-invariant individual effect on stock repurchases. Unlike the random effect model where the unobserved is independent of for all t, the fixed effect model allows to be correlated with the regressor matrix. The empirical results show the followings: In the first section of empirical analysis, the result of logit analysis shows that as the firms have introduced takeover protection such as the supermajority voting and golden parachute, they are more likely to reduce the probability that they repurchase their own shares in the market. The result of panel regression analysis also shows that the ratio of the total market value of the stocks repurchased to the total market value of the firms is negatively related with the dummy variable of the takeover protection in the corporate charter. It implies that as the managers are protected from takeover by adopting the defensive tactics in the corporate charter, they are more likely to reduce the number of shares they repurchase in the market. These results support the managerial entrenchment hypothesis. In the second part of empirical analysis, we used dividend payment as dependant variable. The results in the logit analysis show that the coefficients of supermajority voting are significantly and negatively related with the dividend payment, but the coefficients of golden parachute are not significantly related with the dividend payment. In the regression analysis, takeover protections are not related with dividend payout ratios measured by the total cash dividend over total market value of the firms. Thus, the takeover protection affects the firms' decision to pay dividend or not, but does not affect the size of cash dividends. In the last part of empirical analysis, we used the sumof dividend payment and stock repurchases as dependant variable. In the logit analysis, the both of supermajority voting and golden parachute are significantly related with the decision to pay dividend or repurchases their own stocks. In the regression analysis, model 2 and 5 show that the takeover protections are negatively and significantly related with the size of dividend payment and stock repurchases. These results also are empirical evidences supporting the managerial entrenchment hypothesis. In summary, as the managers are protected from hostile takeover by adopting the supermajority voting and golden parachute in the corporate charter, they may reduce the size of the stock repurchases and cash dividends. These results imply that the takeover protection such as supermajority voting and golden parachute have negative impact on firms' payout policy, and support the managerial entrenchment hypothesis.