چگونه موفقیت های مدیریتی به سیاست های مالی شرکتی در شرکت های خانوادگی شکل دادند؟

Despite recent evidence on the importance of chief executive officer (CEO) successions in family firms, we still know little about the differences in corporate strategies entailed by family and professional managers around transition. We investigate the consequences of managerial successions for the financial policies of Italian family firms. Our findings indicate that the appointment of non-family professional CEOs leads to a significant increase in the use of debt, primarily driven by short-term maturities. We document substantial heterogeneity in the impact of professional successions on debt financing: the increase in debt is particularly pronounced for young firms, firms with a high level of investment, and firms in which the controlling family maintains a dominant representation on the board of directors. Examining the importance of financial flexibility, we find that the increase in debt occurs primarily when firms are cash-poor, and when incoming CEOs can exploit spare borrowing capacity.

Top executives have long been considered a key determinant of a firm's strategies (Bertrand and Shoar, 2003) and ultimately of its corporate performance (Bennedsen et al., 2009, Hambrick, 2007 and Hambrick and Mason, 1984). As such, the selection of a new CEO represents one of the most critical decisions for a firm's future direction and effectiveness (Shen and Cannella, 2002, Shen and Cannella, 2003, Zhang and Rajagopalan, 2004 and Zhang and Rajagopalan, 2010). Because of the role played by family ties, personal objectives and conflicts on a firm's organization and governance (Bertrand et al., 2008 and Bertrand and Shoar, 2006), the choice of appointing either a family or a professional CEO has acquired special meaning in family firms. On the one hand, the typical overlap between executive and ownership positions at the apex of families makes successions a traumatic moment (Gomez-Mejia et al., 2001) posing a threat to factors such as longer investment horizons, reputational concerns and diminished agency conflicts between managers and owners, which often lead to superior performance compared to non-family firms (Anderson and Reeb, 2003a, Andres, 2008, Maury, 2006 and Sraer and Thesmar, 2007). On the other hand, naming a family heir to enjoy the private benefits of control might be an inferior decision in terms of managerial talent (Perez-Gonzales, 2006), inducing lower performance (Villalonga and Amit, 2006) and productivity (Barth et al., 2005).1 Motivated by such arguments, a growing literature compares the impact of incoming family heirs and professional CEOs on firm performance around transition (Bennedsen et al., 2007, Cucculelli and Micucci, 2008 and Perez-Gonzales, 2006). While this evidence demonstrates that successions outside the family are typically associated with an improvement in operating returns, we still know little about the differences in decision-making between family and professional CEOs in family firms. In this paper, we start by testing the differences between family and blood-unrelated professional CEOs on corporate financial policies around transition. We then investigate how firm and governance characteristics matter in shaping the effect of professional CEO appointments on financial policies. Finally, by employing professional successions to identify changes in a firm's investment opportunity set, we examine in the context of family firms the recent notion that financial flexibility and unused debt capacity are helpful to enhance investment ability and firm performance through subsequent debt financing (Denis and McKeon, 2010 and Mura and Marchica, 2010). The empirical analysis is conducted on a unique dataset covering listed and unlisted Italian family-held companies. Despite family's influence on the corporate sector in Italy is pervasive (Faccio and Lang, 2002 and La Porta et al., 1999), Italian family firms remain significantly underexplored, mainly because of the lack of reliable data for privately-held firms.2 Yet, Italy represents a unique setting to investigate family firms and, in particular, their capital structure decisions. While family firms in other institutional settings have been found to maintain a low leverage (see Bach, 2010 for France and Bennedsen et al., forthcoming for Denmark), anecdotic evidence indicates that Italian family businesses have historically adopted a high-debt policy as a source of financing. For example, The Economist (March 2nd, 2000) writes that “Typically, Italian entrepreneurs have been loth to surrender even a small part of their equity capital to stock market investors. Instead, financing came from cash flow or bank loans”. 3 This picture is in line with cross-country evidence in Ellul (2008), who argues that families shape firms' capital structure by trading off the need to raise external finance and the aversion to diluting control through equity issuances; debt represents a suitable solution being a source of finance that does not dilute control. Applying difference-in-differences models, we show that professional transitions lead to a much more aggressive debt policy: firms controlled by families and headed by professional CEOs experience, on average, a 6.5% leverage increase around transition. This effect is robust to the inclusion of several controls that are considered to influence debt choices. Moreover, the result remains after we conduct several robustness tests, including the adoption of a propensity-score matching strategy (as in Cucculelli and Micucci, 2008) to mitigate concerns about endogeneity. Our interpretation is based on the view that CEO successions exacerbate capital structure decisions in family firms. Managers selected from outside the family typically have superior skills (Bennedsen et al., 2007, Caselli and Gennaioli, 2005 and Perez-Gonzales, 2006) and thus are better able to bring on attractive growth opportunities after the transition. Chua et al. (2003) argue that “nonfamily managers are necessary for the firm to grow and may, in fact, accelerate that growth by providing needed skills and new ideas”. For a family that hires a professional manager to drive company's growth while being reluctant to issue equity and lacking enough internal resources, the use of a security that does not dilute control such as debt should be more intense. Thus, the debt increases we document may reflect a need for funds to cope with the expansion of a firm's investment opportunity set determined by incoming professional CEOs. In line with this interpretation, we find that, while professional CEOs foster investment for the average firm, there is a positive and significant association between debt increases and investment around transition. This result is consistent with recent evidence that debt increases often are a response to operating needs, mostly associated with investment (Denis and McKeon, 2010). Also, we find that debt ratios increase more among young firms, which typically have a high growth potential, and firms in which the family plays an active role in managerial decisions through the board of directors. When analyzing debt maturities, we find that the increase in leverage stems from short-term debt, in line with existing evidence (Barclay and Smith, 1995 and Johnson, 2003) that shorter maturities are particularly suited for firms with growth opportunities. Previous research shows that excessive debt financing may ultimately expose firms to bankruptcy risk and ex-ante underinvestment (Myers, 1977). We find that the positive impact of professional CEO successions on leverage arises primarily among firms that attain spare debt capacity in the pre-succession period. As recently argued (Denis and Sibilkov, 2010 and Faulkender and Wang, 2006), liquidity holdings represent an alternative channel to ensure financial flexibility and enable firms to invest in value-enhancing projects, especially when other sources of finance are too costly or not available. Consistent with this notion, we find that, while existing liquidity does not differ between succession types, the increase in debt is higher for firms that are cash-poor in the pre-succession period. Succession models may affect debt for reasons different than the combination of investment opportunities brought on by professional CEOs and constraints imposed by control-motivated families on the type of funds chosen to finance growth. From an agency perspective, leverage can be used as a device to limit managerial slack (Jensen, 1986) or informational risks associated with non-family management, which may be relevant in a multiple agency perspective (Bruton et al., 2010 and Filatotchev et al., 2011). Also, family owners might shape leverage to limit corporate risk undertaken by professional CEOs. In an attempt to explore these alternative hypotheses, our results show that debt increases do not significantly differ between firms with high or low overinvestment potential, as proxied by the level of assets in place (Harvey et al., 2004) prior to succession. Moreover, we find that debt increases do not relate to changes in profit volatility around transition, in line with the evidence in Anderson and Reeb (2003b) that families do not seem to significantly influence a firm's capital structure as a risk reduction strategy. We contribute to the existing literature in different and significant ways. Our results contribute to better understand the figure of professional managers in family-controlled firms, which is relatively under-researched compared to its importance (Chua et al., 2003). Following Bach, 2010 and Bach and Serrano-Velarde, 2010, we stress the importance of going beyond performance measures to examine how family and professional managers operate. In particular, we extend recent works on financial flexibility and debt capacity (Denis and McKeon, 2010 and Mura and Marchica, 2010) to the context of CEO successions in family firms. By employing professional successions to identify changes in a firm's investment opportunity set, we focus on the role played by financial flexibility and debt financing in enhancing investment ability and firm performance. While we find that family firms do not differently manage debt in preparation of a professional or family transition, our evidence suggests that professional successors' investment policies need to be sustained by significant debt increases. Our evidence also suggests that the creation of spare debt capacity before undertaking a professional succession enhances the subsequent professional CEOs' impact on firm growth. Finally, we lend support to the call for conducting family business research in a variety of institutional settings (Cucculelli and Micucci, 2008) by complementing with insights from Italy the recent country-level evidence on family firms' capital structure, which is still rather underexplored compared to the research on the capital structure of widely-held corporations. For recent related contributions, see Bach (2010), who uses a large dataset of French family firms to test a model on private benefits, firm size and risk, and Bennedsen et al. (forthcoming), who provide descriptive evidence from Danish family firms. The remainder of the article is organized as follows. In Section 2, we illustrate the data; in Section 3, we describe the identification strategy and provide summary statistics; in Section 4, we show our empirical results and provide a set of robustness checks; in Section 5, we summarize and conclude.

Our study examines the consequences of blood-unrelated professional CEOs and financial flexibility for the financial policies of Italian family-controlled firms. Our estimates indicate that appointing CEOs from outside the controlling family causes an economically and statistically significant increase in debt financing around transition, primarily driven by short-term maturities. We document substantial heterogeneity in the impact of professional successions on debt; the increase in debt is greater when the firm is younger and fast-growing, when the family has an active influence on managerial decision-making through the board of directors, and when the incoming CEO has limited access to alternative funding sources. Furthermore, our analysis indicates that financial flexibility plays a decisive role around transition: the increase in debt induced by professional successions occurs primarily when the incoming manager can exploit spare borrowing capacity. We interpret these findings as consistent with the view that debt is used to meet funding needs to sustain professional CEOs' investment ability without incurring control dilution that equity issuances would imply. The positive association between debt increases and investment around professional transitions supports this interpretation. Taken together, our results support the notion that professional and family CEOs, by having distinct managerial skills and business relationships with the controlling family, provide a very different service to the companies they manage. Our analysis also contains valuable managerial implications and complements existing family business literature describing CEO successions in a process perspective (Le Breton-Miller et al., 2004, Miller et al., 2003 and Sharma et al., 2003). While the existing literature portrays succession as a process in which shared long-term vision and selection of successors are the most crucial elements (Miller et al., 2003), we identify financial policies and borrowing capacity as factors that influence incoming professional CEOs' ability to improve firm prospects. A growth-oriented succession planning should be accompanied by capital structure adjustments in order to ensure enough financial flexibility to incoming professional managers and, at the same time, to secure firm survival.