Einde inhoudsopgave
The Decoupling of Voting and Economic Ownership (IVOR nr. 88) 2012/2.3.2
2.3.2 General Results
mr. M.C. Schouten, datum 01-06-2012
- Datum
01-06-2012
- Auteur
mr. M.C. Schouten
- JCDI
JCDI:ADS597134:1
- Vakgebied(en)
Ondernemingsrecht / Rechtspersonenrecht
Voetnoten
Voetnoten
See supra section 2.3.1.
Sierels et al., supra note 25.
See articles 109-111 of the 2005 Mexico Stock Markets Act (in force since June 2006).
Regressing mean on year and a constant term produces the result that the mean is statistically significant at the 1% level (t-value 4.423).
Regressing standard deviation on year and a constant term produces the result that the standard deviation is statistically significant at the 1% level (t-value -4.81).
The Russian Securities Law introduced in 1996 set the initial disclosure at 25%, which mle remained in force until 2006. However, the mies adopted by the Federal Commission on Stock Markets in 1998 required disclosure upon acquisition of a 5% stake in certain major companies (this change is reflected in our data). Apparently, there was uncertainty as to whether the Federal Commission had the authority to impose more stringent requirements than stipulated by the Securities Law, which may explain why, in 2003, the stock exchange rules were amended so that the threshold was 25%, consistent with the Securities Law (this change is also reflected in our data). E-mail from Russian counsel dated 26 June 2009 (on file with authors).
The CBR Index not only reports the coded variables1 but also the actual minimum thresholds at which share ownership has to be disclosed.2 This is summarised in Table 2 below, which shows the evolution of ownership disclosure rules across 25 countries over the period 1995-2005. Between 14 and 18 countries applied a 5% threshold, and between 5 and 7 countries applied other thresholds, such as 3% or 10%. While in 1995, there were 6 countries that did not require any disclosure of major share ownership, this number dropped to 1 (Mexico) in 2005 — and since 2006, Mexico also requires ownership disclosure.3 Overall, we therefore observe a strengthening of disclosure obligations.
Table 2: Disclosure Thresholds across countries
This overall strengthening is also apparent from Table 3, which presents the results in a format that reflects our methodology for coding ownership rules. For the first row of Table 3, we have computed the mean score for the entire sample. The second row shows the standard deviation, which gives a sense of the extent to which scores of individual countries in the sample tend to vary from the mean score for the entire sample.
Table 3: Evolution of Ownership Diselosure Rules
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
Mean
0.56
0.59
0.63
0.65
0.65
0.69
0.7
0.7
0.68
0.68
0.68
St.dev.
0.34
0.31
0.28
0.27
0.27
0.19
0.19
0.19
0.21
0.21
0.21
In 1995, the mean score was 0.56, and by 2005 it was 0.68. Recall that a score of 0.5 is given if a country's disclosure threshold is set at 10%, and of 0.75 if it is set at 5%. On average, ownership disclosure rules thus became more stringent between 1995 and 2005.4 The standard deviation generally is fairly low, because the majority of the countries had a disclosure threshold of 5% for the entire sample period. If we look at the development of the standard deviation over time, we see that in 1995, it was 0.34, and that by 2005 it had decreased to 0.21. This suggests that there has been a convergence of ownership disclosure rules.5
Surprisingly, the stringency of ownership disclosure rules peaked in the years 2001 and 2002, after which the mean score slightly declined (and the standard deviation slightly increased). On closer inspection, it becomes clear that the decline in 2003 was the result of a single observation, namely the remarkable relaxation of ownership disclosure rules in Russia, where the disclosure threshold was increased from 5% to 25% (see Table 2).6