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Research Notes and Communications Agency Conflict and Corporate Strategy: The Effect of Divestment On Corporate Value
Research Notes and Communications Agency Conflict and Corporate Strategy: The Effect of Divestment On Corporate Value
Among the various stakeholders of a firm, senior managers are the most likely targets for
private and public political pressures. Other stakeholder groups are less visible and may be
perceived as less influential in corporate strategy formulation and implementation. In some
situations, consequently, senior executives may adopt corporate strategies in response to political
pressures even if these strategies may be costly to shareholders. In this study, a special case
is examined: the effect of divestment of South African business units on firm value. Using data
from 1984 through 1990, we examine the impact that announcements of divestments have upon
the stock return behavior of publicly traded firms. Our results indicate that significant and
negative excess returns accrue to shares of companies announcing divestments of South African
operations. These results are supportive of the premise that noneconomic pressures may
influence managerial strategies rather than value-enhancement goals.
Valuable insights have been provided on the sub- 1970s and the 1980s have been examined. Rav-
ject of corporate divestment from a variety of enscraft and Scherer (1987) conclude that many
perspectives. Earlier works concentrated on con- of the divestments in the 1970s and the 1980s
tingencies which required divestments: in situ- were motivated by the underperformance of busi-
ations where a business unit drains resources from nesses acquired in the 1960s. Others report that
other, more profitable units (Salter and Weinhold, a portion of acquisitions made in the 1970s and
1979), where the unit is not as efficient as alterna- the early 1980s were also unsatisfactory and often
tives in the marketplace (Dundas and Richardson, divested by the latter 1980s (Kaplan and Weis-
1980; Williamson, 1975), or when the business back, 1990).
is in its decline phase (Harrigan, 1979). Select authors have suggested that the
Divestment is also implied in cases where the underperformance of a number of corporations
unit’s interdependence with other units is not has been due to the unrelatedness of their units
synergistic or its competitive position is weak (Porter, 1987; Shleifer and Vishny, 1991). In
(Greiner, 1972; Scott, 1973). response, many of the takeovers in the 1980s
More recently, corporate divestments of the have been characterized as acquisitions which
were followed by sell-offs of previously acquired
unrelated businesses (Shleifer and Vishny, 1991)
Key words: agency theory; corporate divestment; cor- or those leveraged takeovers by the managers
porate performance; firm value themselves which were then pruned by substantial
sell-offs of assets (Bhagat, Shleifer, and Vishny, treatment of black South Africans by the minority
1990; Kaplan, 1990). white South African government (Ennis and Par-
The above studies have advanced our under- khill, 1986).
standing of corporate divestments which are prim- Many of the proponents of divestment, how-
arily economically motivated. Other works have ever, failed to realize that a number of American
examined corporate strategies in the context of business interests in South Africa not only were
agent–principal relationships. Specifically, agency profitable, but also economically, politically, and
theory has been explored via diversification, socially beneficial to black South Africans
reverse diversification, and downsizing strategies (Erasmus, 1994; Ford, 1994; Lashgari and Gant,
(e.g., Amihud, Lev, and Travlos, 1990; Bethel 1989). Some of the American firms had a record
and Liebeskind, 1993; Blackburn, Lang, and of equal pay for equal work and provided the
Johnson, 1990; Bowman and Singh, 1993; Com- best desegregated working conditions in South
ment and Jarrell, 1992; Franks, Harris, and Tit- Africa. Also, U.S. business and government
man, 1991; Singh, 1993). Our examination is an groups served as influential forces in reforming
extension of the agent–principal theory as applied the government of South Africa throughout the
to the issue of corporate divestment. The contri- 1980s and the early 1990s.
bution of this study, moreover, is that its focus In order to analyze the impact of divestment
is on another dimension of agency theory which announcements of South African operations on
we have framed as our research question: ‘Do stock prices, an event study methodology is
private and public political forces determine cor- employed. If divestment announcements are made
porate strategy?’ as a result of agency conflicts and are perceived
According to Jensen and Murphy (1990), cor- to be economically costly, firms’ stock prices
porate strategies which increase (decrease) a should react negatively to such announcements.
firm’s market value by millions of dollars may Alternatively, if such announcements are mot-
only marginally affect the financial benefits of ivated by value enhancement goals, the market
top executives. Moreover, these authors conclude impact of these announcements should be positive
that the incentives of top managers may be inde- for stock prices. That is, if the South African
pendent of their performance. Consequently, they unit represents a negative net present value
argue that private and public political forces often investment, then its divestment announcement
drive managerial strategies rather than a goal of should be received positively in the financial
value maximization. If the financial incentives of markets. Alternatively, if the financial markets
top executives are indeed independent of their perceive that the reallocation of corporate
performance, top executives may tend to adopt resources from South Africa to other parts of the
strategies which are beneficial to themselves even world represent a net economic gain, divestment
if these strategies may be costly to other stake- announcements would again be positive news.
holders, particularly shareholders. We organize the remainder of this paper into
Similar to Jensen and Murphy (1990), we pre- several sections. In the following section, we
sume that under some circumstances noneconomic present a literature review which leads to our
forces may influence corporate strategy. We focus hypothesis. Subsequently, we describe our
our study on a special case: corporate divestments research methodology, more fully explaining our
of South African operations. More specifically, we process for sample construction and the details
examine the impact that public announcements of regarding our application of the event method-
divestment of South African operations have on ology. Finally, we report our results and provide
the stock return behavior of publicly traded firms a discussion of their interpretation.
in the context of a principal–agent relationship.
Prior to July 10, 1991, when it was announced
that all U.S. economic sanctions against South LITERATURE REVIEW AND
Africa would end, there was a buildup of private HYPOTHESIS
and public pressure to divest U.S. business inter-
ests in that country (Erasmus, 1994; Ford, 1994). Shareholders prefer that senior managers adopt
The pressure to divest resulted from the moral corporate strategies which enhance firm value.
outrage that Americans felt in response to the Senior executives, however, may make decisions
Research Notes and Communications 79
have been motivated by noneconomic forces. as a proxy for whether firms are managed in
Thus, on average, these announcements may be response to public expectations (Dutton and
associated with a negative market response: Dukerich, 1991; Solomon and Hansen, 1985).
Divestment of a business in South Africa without
Hypothesis 1: Divestment announcements of a good Sullivan rating may have been motivated
South African operations by corporations are by concerns for social responsibility as opposed
associated with significant negative abnormal to having been driven by agency conflict. Conse-
returns accruing to their common stock. quently, by limiting the sample to divestments of
units with good Sullivan ratings, we attempted
This hypothesis is empirically tested in our study. to control for the confounding effect of issue
If the empirical results show that divestment management (Dutton and Duncan, 1987; Greening
announcements of firms are associated with insig- and Gray, 1994).
nificant returns or with positive excess returns Moreover, we perused annual reports, searched
accruing to stockholders, then we will conclude the Dow Jones News Retrieval as well as exam-
that such divestments may not be due to agency ined indexes of the Wall Street Journal and the
problems. In this situation, our hypothesis must New York Times to make sure that divestment
be rejected. If divestment announcements are announcements studied were not forced on man-
empirically associated with negative excess agement by shareholder resolutions. We searched
returns, however, we may surmise that top man- these data sources also to ensure that divestments
agers might have acted on their own selfish inter- were not in response to lawsuits. Presumably, the
ests which are costly to shareholders. The spe- management of corporations which did not face
cifics of our methodology, which tests the above lawsuits or shareholder resolutions knew that
hypothesis, are described below. other firms were confronted with these measures.
It is conceivable, then, that the purpose of their
proactive withdrawal might have been to preempt
SAMPLE AND METHODOLOGY being forced out of South Africa.
Nevertheless, in response, an argument may be
Sample construction
made that the firms which proactively divested
For the period January 1, 1984 through December may subsequently not have been forced to
31, 1990, a total of 116 divestments are identified retrench. Indeed, even if confronted with share-
through a search of the list compiled by the holder resolutions or lawsuits, these firms might
Investor Responsibility Research Center (IRRC) have been able to delay—until the sanctions
for corporations departing from South Africa. The against South Africa were lifted. Recall that the
reason for choosing this period of time for study ruling white minority government throughout the
is that in 1991 all U.S. economic sanctions were middle and latter 1980s had declared that govern-
officially ended against South Africa as a result ment in the 1990s would be determined by free
of that nation’s reforms and the end to apartheid elections (axiomatically resulting in black
policies. Thus, the year 1990 is the last full year majority rule). Since the period of the study
during which time private and political pressure primarily encompasses the middle to the latter
would have been exerted on top managers to 1980s, it is possible to envision that management
divest South African operations. Also, the IRRC may have had the option to state that they
has maintained this list only since January 1, intended to divest within several years, if apart-
1984; hence, data availability restricted our analy- heid policies were not eliminated. The final sam-
sis from examining years previous to 1984. ple, compatible with the above criteria, consists
Select firms are excluded from being in the of 31 firm announcements of divestment of South
sample: if the actual event dates of firm African subsidiaries. These 31 firms are listed in
announcements are not available in the Wall Table 1.
Street Journal or the New York Times indexes
and/or if the firms are not publicly traded compa-
Methodology
nies. All of the studied divestment announcements
were made by corporations which held a good In order to examine the stock returns surrounding
Sullivan rating. We utilized the Sullivan rating the announcements of divestments, we apply the
Research Notes and Communications 81
Table 1. List of firms included in sample contain information relevant to a firm’s future
financial performance.
Apple Computer Honeywell, Inc. As noted above, the actual daily rates of return
Bank of Boston IBM
Bundy Corp. ITT Corp. on the firm’s stock are adjusted for the expected
Chemical Bank Corp. Johnson Controls, Inc. rate of return. The estimation of daily expected
Citicorp Kodak rates of return for a stock is accomplished through
Coca Cola McGraw Hill use of the CAPM. The CAPM is an equilibrium
CPC International, Inc. Merrill Lynch & Co. relationship between asset risk and return that
Dow Chemical, Inc. Mobil Corp.
Dun & Bradstreet Norton Co. has been widely applied to equity behavior. The
Emhart Corp. Raychem Corp. CAPM contends that investors must be compen-
Exxon Corp. Revlon Group, Inc. sated by higher rates of expected return in order
Firestone Tire Sara Lee to bear additional risk. The event methodology
Fluor Corp. Tambrands, Inc. has been widely used in finance and strategic
General Motors Unisys Corp.
Goodyear Tire Xerox Corp. management. We should emphasize, however,
Hertz Corp. that some observers have been critical of the
event methodology and its presumption of market
efficiency (Shleifer and Vishny, 1991).
Number of
negative excess Sample Binomial
Daily percentage Cumulative percentage returns size test
Event day excess rates of return t-statistic excess rates of return N(2) N statistic
support to the argument of select authors who Strategic Management Journal, Summer Special
claim that managers, as agents of shareholders, Issue, 14, pp. 15–31.
Bhagat, S., A. Shleifer and R. W. Vishny (1990).
may not always act in the best interests of the ‘Hostile takeovers in the 1980s: The return to cor-
owners (e.g., Gomez-Mejia et al., 1987; Jensen porate specialization’, Brookings Papers on Econ-
and Meckling, 1976; Kroll et al., 1993; Tosi and omic Activity: Microeconomics, pp. 1–72.
Gomez-Mejia, 1989). Blackburn, V. L., J. R. Lang and K. H. Johnson (1990).
We also surmise that divestments were not ‘Mergers and shareholder returns: The role of acquir-
ing firm’s ownership and diversification strategy’,
beneficial to another stakeholder group: the black Journal of Management, 6, pp. 769–782.
citizens of South Africa. This is because corpora- Bowman, E. H. and H. Singh (1993). ‘Corporate
tions with good Sullivan ratings not only provided restructuring: Reconfiguring the firm’, Strategic
the black South Africans with an appealing work Management Journal, Summer Special Issue, 14,
opportunity, but also they set good examples for pp. 5–14.
Brown, S. J. and J. B. Warner (1985). ‘Using daily
corporate behavior while they served as indirect stock returns: The case of event studies’, Journal
or direct forces for antiapartheid reform. of Financial Economics, 14, pp. 3–31.
Comment, R. and G. Jarrell (1992). ‘Corporate focus
and stock returns’, working paper, William Simon
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