Dividend Policy, Corporate Governance and the Managerial Entrenchment Hypothesis: An Empirical Analysis

Abstract

This paper analyses the agency explanation for the cross-sectional variation of corporate dividend policy in the UK by looking at the managerial entrenchment hypothesis drawn from the agency literature. The agency perspective of dividends asserts that cash payments to shareholders may help to reduce agency problems either by increasing the frequency of external capital raising and associated monitoring by investment bankers and investors (Easterbrook, 1984), or by eliminating free cash-flow (Jensen, 1986). Although other theories have been proposed to explain cross-sectional dividend policy (notably those based on signalling and tax clienteles), the existing empirical literature typically finds that the observed dividend behaviour is consistent with more than a single theory, and therefore usually fails to dismiss alternative explanations. However, the managerial entrenchment hypothesis taken from the agency literature offers a distinctive set of predictions that cannot be found in other competing stories for the explanation of cross-sectional dividend policy behaviour. Consistent with such hypothesis, this paper, using a large (exceeding 600 firms) sample of UK firms and two distinct periods, finds evidence of a strong U-shaped relationship between dividend payouts and insider ownership in the UK. Specifically, these findings show that after a critical entrenchment level estimated in the region of 30%, the coefficient of insider ownership changes from negative to positive. These results strongly suggest the possibility of managerial entrenchment when insider ownership reaches a threshold of around 30%. Evidence is also presented that non-beneficial holdings by insiders (i.e., shares held by insiders on behalf of third parties) can lead to entrenchment in conjunction with shares held beneficially.

Keywords: dividend policy, agency theory, corporate governance

JEL Classification: G32, G35