Institutional investors and corporate governance

We provide a comprehensive overview of the role of institutional investors in corporate governance with three main components. First, we establish new stylized facts documenting the evolution and importance of institutional ownership. Second, we provide a detailed characterization of key aspects of the legal and regulatory setting within which institutional investors govern portfolio firms. Third, we synthesize the evolving response of the recent theoretical and empirical academic literature in finance to the emergence of institutional investors in corporate governance. We highlight how the defining aspect of institutional investors – the fact that they are financial intermediaries – differentiates them in their governance role from standard principal blockholders. Further, not all institutional investors are identical, and we pay close attention to heterogeneity amongst institutional investors as blockholders

Bidder earnings forecasts in mergers and acquisitions

This study finds that pro-forma earnings forecasts by bidding firms during acquisitions are associated with a higher likelihood of deal completion, expedited deal closing, and with a lower acquisition premium − but only in stock-financed acquisitions. Analysts also respond to these forecasts by revising their forecasts for the bidder upward. However, the benefits of forecast disclosure only accrue to bidders with a strong forecasting reputation prior to the acquisition. Explaining why not all bidders forecast, we document a higher likelihood of post-merger litigation and CEO turnover for bidders with a weak forecasting reputation and for those that underperform post-merger

Bidder earnings forecasts in mergers and acquisitions

This study finds that pro-forma earnings forecasts by bidding firms during acquisitions are associated with a higher likelihood of deal completion, expedited deal closing, and with a lower acquisition premium − but only in stock-financed acquisitions. Analysts also respond to these forecasts by revising their forecasts for the bidder upward. However, the benefits of forecast disclosure only accrue to bidders with a strong forecasting reputation prior to the acquisition. Explaining why not all bidders forecast, we document a higher likelihood of post-merger litigation and CEO turnover for bidders with a weak forecasting reputation and for those that underperform post-merger

Auditor reporting to bank regulators: effective regulation or regulatory overreach?

We discuss “Economic Consequences of Mandatory Auditor Reporting to Bank Regulators” by Balakrishnan, De George, Ertan, and Scobie (BDES, in this issue). BDES concludes that a key benefit of mandatory auditor reporting to bank regulators is reduced bank risk, and its costs include reduced profitability from less overall and less risky lending, and higher audit costs. BDES also provides evidence on the channels through which mandatory auditor reporting links to reduced bank risk. We scrutinize BDES's analyses and inferences and suggest additional analyses to improve and deepen them. Most notably, we caution that effective bank regulation entails reducing risk for riskier banks; risk reduction for safer banks suggests regulatory overreach. Our evidence is more indicative of regulatory overreach. Thus, although BDES is an important step forward in understanding the role auditors can and do play in improving information available to key decision-makers other than through auditor reports on financial statements and internal controls, a comprehensive assessment of whether the benefits of mandatory auditor reporting to bank regulators exceed its costs is left for future research. Such an assessment is necessary before concluding whether mandatory auditor reporting leads to more effective bank regulation or regulatory overreach

Creating firm disclosures

Managers expend significant time and effort preparing disclosures about firm performance and strategy. Although prior literature has explored how variation in the style and presentation of disclosures impacts investors’ perceptions of firms, little is known about how firms actually create these disclosures and how this process impacts presentation. Based on field data collected from nearly 200 firms, we show that there is considerable variation in who prepares disclosures, when they are prepared, and the amount of effort expended by different types of managers (e.g. legal, public relations/marketing, finance, investor relations, senior leadership). We find that these differences in organizational processes are associated with differences in the structure, style, and tone of 10-Ks and conference calls. Ultimately, our investigation begins to illuminate how individual managerial efforts vary across firms and contribute to differences in public disclosures

Creating firm disclosures

Managers expend significant time and effort preparing disclosures about firm performance and strategy. Although prior literature has explored how variation in the style and presentation of disclosures impacts investors’ perceptions of firms, little is known about how firms actually create these disclosures and how this process impacts presentation. Based on field data collected from nearly 200 firms, we show that there is considerable variation in who prepares disclosures, when they are prepared, and the amount of effort expended by different types of managers (e.g. legal, public relations/marketing, finance, investor relations, senior leadership). We find that these differences in organizational processes are associated with differences in the structure, style, and tone of 10-Ks and conference calls. Ultimately, our investigation begins to illuminate how individual managerial efforts vary across firms and contribute to differences in public disclosures

Empirical goodwill research: insights, issues, and implications for standard setting and future research

This paper reviews the empirical literature on the determinants and decision usefulness of goodwill reporting. We structure our discussion around five guiding questions that reflect longstanding policy issues: recognition, initial and subsequent measurement, disclosure, and the role of governance and monitoring. In addition to summarizing the findings, we assess the validity of the evidence. Our review indicates that goodwill amounts, on average, are associated with the underlying economics of the combining firms but are also shaped by managerial incentives and institutional context. Empirical research does not allow us to conclude whether current goodwill accounting rules provide for an optimal degree of discretion. Nonetheless, our analysis yields a number of policy implications and research suggestions. In addition to pointing out new research questions that could be addressed by further archival research, we advocate reproduction studies to test the generalizability of existing findings across contexts, and we encourage standard setters to initiate quasi-experiments to generate causal evidence and to render policymaking more accountable. We further suggest that researchers make more use of behavioral theories and non-archival methods to elucidate the motives and interactions of decision makers in goodwill accounting

The contribution of bank regulation and fair value accounting to procyclical leverage

Our analytical description of how banks’ responses to asset price changes can result in procyclical leverage reveals that for banks with a binding regulatory leverage constraint, absent differences in regulatory risk weights across assets, procyclical leverage does not occur. For banks without a binding constraint, fair value and bank regulation both can contribute to procyclical leverage. Empirical findings based on a large sample of US commercial banks reveal that bank regulation explains procyclical leverage for banks relatively close to the regulatory leverage constraint and contributes to procyclical leverage for those that are not. We also show that fair value accounting does not contribute to procyclical leverage by finding (i) the portion of comprehensive income attributable to fair value accounting, i.e., fair value comprehensive income, has a negative relation with change in leverage as expected for any increase in equity, (ii) no evidence of a positive relation between fair value comprehensive income and banks’ net purchases of assets, and (iii) the relation between change in leverage and fair value comprehensive income is more negative than that between change in leverage and change in equity