This paper presents evidence that the weakness of legal institutions for corporate governance had an important effect on the extent of depreciations and stock market declines in the Asian crisis. By “corporate governance” we mean the effectiveness of mechanisms that minimize agency conflicts involving managers, with particular emphasis on the legal mechanisms that prevent the expropriation of minority shareholders (see Shleifer and Vishny, 1997a). The theoretical explanation is simple and quite complementary to the usual macroeconomic arguments. If expropriation by managers increases when the expected rate of return on investment falls, then an adverse shock to investor confidence will lead to increased expropriation as well as lower capital inflow and greater attempted capital outflow for a country. These, in turn, will translate into lower stock prices and a depreciated exchange rate. In the case of the Asian crisis, we find that corporate governance provides at least as convincing an explanation for the extent of exchange rate depreciation and stock market decline as any or all of the usual macroeconomic arguments.
The Bangkok Bank of Commerce is a well-documented example of expropriation by managers that worsened as the bank's financial troubles deepened.
As the losses mounted, Thai authorities say, more and more money was moved offshore, much of it through a now-defunct Russian bank… [It] came to look like straight siphoning (The Wall Street Journal, May 10, 1999, p. A6.)
The experience of creditors in Hong Kong who lent to firms doing business in mainland China is similar – Hong Kong-based company liquidators are not able to recover assets of Chinese companies that default on loans (Wall Street Journal, August 25, 1999, p. A14.) More generally, very few debt defaults from the Asian crisis of 1997–98 have resulted in investors receiving any liquidation value. The Economist (January 30, 1999, p. 59) reports that “despite the creation last year of a bankruptcy law in Indonesia where there had been none before, it is still virtually impossible to force a defaulted debtor into liquidation (the few creditors that have tried are still tangled up in legal appeals).” During the crisis, Korean minority shareholders protested the transfer of resources out of large firms, including Samsung Electronics and SK Telecom. Most collapses of banks and firms in Russia after the devaluation of August 1998 were associated with complete expropriation; creditors and minority shareholders got nothing (Troika Dialog, 1999). Table 1 summarizes the details of leading allegations of expropriation in countries affected by the Asian crisis. Note that in many of these cases, controlling shareholders did not need to break any local laws in order to expropriate from investors.