IDEAS home Printed from https://ideas.repec.org/a/bla/stratm/v44y2023i12p2888-2921.html
   My bibliography  Save this article

Managing risk in corporate groups: Limited liability, asset partitioning, and risk compartmentalization

Author

Listed:
  • Sharon Belenzon
  • Honggi Lee
  • Andrea Patacconi

Abstract

Research Summary Limited liability enables corporate parents to avoid financial responsibility of their subsidiaries. However, courts can disregard separate legal personality, “pierce the corporate veil,” and impose the debts of a subsidiary on its parent—an exception referred to as “enterprise liability.” We argue that in countries with weak enterprise liability, groups can better compartmentalize risks by incorporating more of their units as legally independent subsidiaries. Weaker enterprise liability may also induce headquarters to delegate more decision‐making authority to their subsidiaries, invest more, and expand faster, although failure rates could rise. Using data from 16 countries across the Americas, Asia, and Europe, we provide evidence supporting these predictions. This paper highlights two channels—risk compartmentalization and subsidiary autonomy—through which limited liability laws affect organizational outcomes. Managerial Summary Limited liability is a key attribute of the corporate form. However, when the owner of a corporation is another corporation (as in corporate groups), a key justification for limited liability—to protect small, passive investors from unlimited losses—is severely weakened. We examine how variation in parent limited liability protections for subsidiaries across countries affect firm boundaries, internal organization, and performance. In countries with strong limited liability protections, groups partition their assets more finely into legally independent subsidiaries and grant their subsidiaries more autonomy. They also invest more and grow faster, although they experience higher rates of significant revenue declines. Our findings suggest that limited liability laws play a central role in shaping organizational structure and performance.

Suggested Citation

  • Sharon Belenzon & Honggi Lee & Andrea Patacconi, 2023. "Managing risk in corporate groups: Limited liability, asset partitioning, and risk compartmentalization," Strategic Management Journal, Wiley Blackwell, vol. 44(12), pages 2888-2921, December.
  • Handle: RePEc:bla:stratm:v:44:y:2023:i:12:p:2888-2921
    DOI: 10.1002/smj.3531
    as

    Download full text from publisher

    File URL: https://doi.org/10.1002/smj.3531
    Download Restriction: no

    File URL: https://libkey.io/10.1002/smj.3531?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    References listed on IDEAS

    as
    1. Andrei Shleifer & Florencio Lopez-de-Silanes & Rafael La Porta, 2008. "The Economic Consequences of Legal Origins," Journal of Economic Literature, American Economic Association, vol. 46(2), pages 285-332, June.
    2. Peter Muchlinski, 2010. "Limited liability and multinational enterprises: a case for reform?," Cambridge Journal of Economics, Cambridge Political Economy Society, vol. 34(5), pages 915-928.
    3. Sharon Belenzon & Niron Hashai & Andrea Patacconi, 2019. "The architecture of attention: Group structure and subsidiary autonomy," Strategic Management Journal, Wiley Blackwell, vol. 40(10), pages 1610-1643, October.
    4. Marvin B. Lieberman & Gwendolyn K. Lee & Timothy B. Folta, 2017. "Entry, exit, and the potential for resource redeployment," Strategic Management Journal, Wiley Blackwell, vol. 38(3), pages 526-544, March.
    5. Nicholas Bloom & John Van Reenen, 2007. "Measuring and Explaining Management Practices Across Firms and Countries," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 122(4), pages 1351-1408.
    6. Sumantra Ghoshal & Nitin Nohria, 1989. "Internal differentiation within multinational corporations," Strategic Management Journal, Wiley Blackwell, vol. 10(4), pages 323-337, July.
    7. Judson Boomhower, 2019. "Drilling Like There's No Tomorrow: Bankruptcy, Insurance, and Environmental Risk," American Economic Review, American Economic Association, vol. 109(2), pages 391-426, February.
    8. Ashesh Rambachan & Jonathan Roth, 2023. "A More Credible Approach to Parallel Trends," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 90(5), pages 2555-2591.
    9. La Porta, Rafael & Florencio Lopez-de-Silanes & Andrei Shleifer & Robert W. Vishny, 1997. "Legal Determinants of External Finance," Journal of Finance, American Finance Association, vol. 52(3), pages 1131-1150, July.
    10. repec:ner:ucllon:http://discovery.ucl.ac.uk/17678/ is not listed on IDEAS
    11. Laura Alfaro & Nick Bloom & Paola Conconi & Harald Fadinger & Patrick Legros & Andrew F Newman & Raffaella Sadun & John Van Reenen, 2024. "Come Together: Firm Boundaries and Delegation," Journal of the European Economic Association, European Economic Association, vol. 22(1), pages 34-72.
    12. Giuseppe Dari-Mattiacci & Oscar Gelderblom & Joost Jonker & Enrico C. Perotti, 2017. "The Emergence of the Corporate Form," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 33(2), pages 193-236.
    13. Sharon Belenzon & Tomer Berkovitz & Luis A. Rios, 2013. "Capital Markets and Firm Organization: How Financial Development Shapes European Corporate Groups," Management Science, INFORMS, vol. 59(6), pages 1326-1343, June.
    14. Colin Mayer, 2021. "The Future of the Corporation and the Economics of Purpose," Journal of Management Studies, Wiley Blackwell, vol. 58(3), pages 887-901, May.
    15. Nicholas Bloom & Raffaella Sadun, 2012. "The Organization of Firms Across Countries," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 127(4), pages 1663-1705.
    16. Tarun Khanna & Yishay Yafeh, 2007. "Business Groups in Emerging Markets: Paragons or Parasites?," Journal of Economic Literature, American Economic Association, vol. 45(2), pages 331-372, June.
    17. Laura Alfaro & Nicholas Bloom & Paola Conconi & Harald Fadinger & Patrick Legros & Andrew F. Newman & Raffaella Sadun & John Van Reenen, 2017. "Come Together: Firm Boundaries and Delegation," Harvard Business School Working Papers 18-051, Harvard Business School, revised May 2018.
    18. Callaway, Brantly & Sant’Anna, Pedro H.C., 2021. "Difference-in-Differences with multiple time periods," Journal of Econometrics, Elsevier, vol. 225(2), pages 200-230.
    19. Aghion, Philippe & Tirole, Jean, 1997. "Formal and Real Authority in Organizations," Journal of Political Economy, University of Chicago Press, vol. 105(1), pages 1-29, February.
    20. Masten, Scott E, 1988. "A Legal Basis for the Firm," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 4(1), pages 181-198, Spring.
    21. Hansmann, Henry & Kraakman, Reinier, 2000. "Organizational law as asset partitioning," European Economic Review, Elsevier, vol. 44(4-6), pages 807-817, May.
    22. Sharon Belenzon & Tomer Berkovitz, 2010. "Innovation in Business Groups," Management Science, INFORMS, vol. 56(3), pages 519-535, March.
    23. Alfred D. Chandler, 1992. "Organizational Capabilities and the Economic History of the Industrial Enterprise," Journal of Economic Perspectives, American Economic Association, vol. 6(3), pages 79-100, Summer.
    24. Marianne Bertrand & Paras Mehta & Sendhil Mullainathan, 2002. "Ferreting out Tunneling: An Application to Indian Business Groups," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 117(1), pages 121-148.
    25. Eugene Kandel & Konstantin Kosenko & Randall Morck & Yishay Yafeh, 2019. "The great pyramids of America: A revised history of U.S. business groups, corporate ownership, and regulation, 1926–1950," Strategic Management Journal, Wiley Blackwell, vol. 40(5), pages 781-808, May.
    26. Jae‐Seung Baek & Jun‐Koo Kang & Inmoo Lee, 2006. "Business Groups and Tunneling: Evidence from Private Securities Offerings by Korean Chaebols," Journal of Finance, American Finance Association, vol. 61(5), pages 2415-2449, October.
    27. Pat Akey & Ian Appel, 2021. "The Limits of Limited Liability: Evidence from Industrial Pollution," Journal of Finance, American Finance Association, vol. 76(1), pages 5-55, February.
    28. Jennifer E. Bethel & Julia Porter Liebeskind, 1998. "Diversification and the Legal Organization of the Firm," Organization Science, INFORMS, vol. 9(1), pages 49-67, February.
    29. Francisco Brahm & Jorge Tarziján, 2016. "Toward an integrated theory of the firm: The interplay between internal organization and vertical integration," Strategic Management Journal, Wiley Blackwell, vol. 37(12), pages 2481-2502, December.
    30. K. S. Manikandan & J. Ramachandran, 2015. "Beyond institutional voids: Business groups, incomplete markets, and organizational form," Strategic Management Journal, Wiley Blackwell, vol. 36(4), pages 598-617, April.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Juyoung Lee & Pratima Bansal, 2024. "Sweeping it under the rug: Positioning and managing pollution‐intensive activities in organizational hierarchies," Strategic Management Journal, Wiley Blackwell, vol. 45(6), pages 1151-1179, June.

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Aldunate, Felipe & González, Felipe & Prem, Mounu & Urzúa, Francisco, 2020. "Privatization and business groups: Evidence from the Chicago Boys in Chile," Explorations in Economic History, Elsevier, vol. 78(C).
    2. Holmes, R. Michael & Hoskisson, Robert E. & Kim, Hicheon & Wan, William P. & Holcomb, Tim R., 2018. "International strategy and business groups: A review and future research agenda," Journal of World Business, Elsevier, vol. 53(2), pages 134-150.
    3. Viswanathan Nagarajan & Pitabas Mohanty & Apalak Khatua, 2023. "Financing effects of corporate diversification: A review," Review of Managerial Science, Springer, vol. 17(7), pages 2555-2585, October.
    4. Joseph P. H. Fan & Li Jin & Guojian Zheng, 2016. "Revisiting the Bright and Dark Sides of Capital Flows in Business Groups," Journal of Business Ethics, Springer, vol. 134(4), pages 509-528, April.
    5. Dongil Daniel Keum, 2023. "Managerial political power and the reallocation of resources in the internal capital market," Strategic Management Journal, Wiley Blackwell, vol. 44(2), pages 369-414, February.
    6. Carney, Michael & Estrin, Saul & Van Essen, Marc & Shapiro, Daniel, 2017. "Business groups reconsidered: beyond paragons and parasites," LSE Research Online Documents on Economics 87340, London School of Economics and Political Science, LSE Library.
    7. Joel Bothello & Ioannis Ioannou & Vlad‐Andrei Porumb & Yasemin Zengin‐Karaibrahimoglu, 2023. "CSR decoupling within business groups and the risk of perceived greenwashing," Strategic Management Journal, Wiley Blackwell, vol. 44(13), pages 3217-3251, December.
    8. Riccaboni, Massimo & Wang, Xu & Zhu, Zhen, 2021. "Firm performance in networks: The interplay between firm centrality and corporate group size," Journal of Business Research, Elsevier, vol. 129(C), pages 641-653.
    9. Banerjee, Pradip & Dhole, Sandip & Mishra, Sagarika, 2023. "Operating performance during the COVID-19 pandemic: Is there a business group advantage?," Pacific-Basin Finance Journal, Elsevier, vol. 79(C).
    10. Ronald W. Masulis & Peter K. Pham & Jason Zein, 2020. "Family Business Group Expansion Through IPOs: The Role of Internal Capital Markets in Financing Growth While Preserving Control," Management Science, INFORMS, vol. 66(11), pages 5191-5215, November.
    11. Gur Aminadav & Elias Papaioannou, 2020. "Corporate Control around the World," Journal of Finance, American Finance Association, vol. 75(3), pages 1191-1246, June.
    12. Daphne W. Yiu & Yuan Lu & Garry D. Bruton & Robert E. Hoskisson, 2007. "Business Groups: An Integrated Model to Focus Future Research," Journal of Management Studies, Wiley Blackwell, vol. 44(8), pages 1551-1579, December.
    13. Marcus Biermann, 2022. "The role of management practices in acquisitions and the FDI location decision," Review of International Economics, Wiley Blackwell, vol. 30(1), pages 137-165, February.
    14. Kyoung-Soo Yoon & Yangsoo Jin, 2021. "Related party transactions, agency problem, and exclusive effects," European Journal of Law and Economics, Springer, vol. 51(1), pages 1-30, February.
    15. Vivien Lefebvre, 2023. "Human resources slack and profitability: SMEs, large firms, and the role of business group affiliation," Eurasian Business Review, Springer;Eurasia Business and Economics Society, vol. 13(3), pages 611-637, September.
    16. Sumon K. Bhaumik & Ying Zhou, 2014. "Do business groups help or hinder technological progress in emerging markets? Evidence from India," William Davidson Institute Working Papers Series wp1066, William Davidson Institute at the University of Michigan.
    17. Xufei Ma & Jane Wenzhen Lu, 2017. "Business group affiliation as institutional linkages in China’s emerging economy: A focus on organizational traits and institutional conditions," Asia Pacific Journal of Management, Springer, vol. 34(3), pages 675-697, September.
    18. Surenderrao Komera & P. J. Jijo Lukose & Subash Sasidharan, 2018. "Does business group affiliation encourage R&D activities? Evidence from India," Asia Pacific Journal of Management, Springer, vol. 35(4), pages 887-917, December.
    19. Juyoung Lee & Pratima Bansal, 2024. "Sweeping it under the rug: Positioning and managing pollution‐intensive activities in organizational hierarchies," Strategic Management Journal, Wiley Blackwell, vol. 45(6), pages 1151-1179, June.
    20. Morck, Randall & Deniz Yavuz, M. & Yeung, Bernard, 2011. "Banking system control, capital allocation, and economy performance," Journal of Financial Economics, Elsevier, vol. 100(2), pages 264-283, May.

    More about this item

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:bla:stratm:v:44:y:2023:i:12:p:2888-2921. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Wiley Content Delivery (email available below). General contact details of provider: http://onlinelibrary.wiley.com/journal/10.1111/0143-2095 .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.