Benefits of Control, Managerial Ownership, and the Stock Returns of Acquiring Firms

This paper examines the effect of the benefits of corporate control to managers on the relationship between managerial ownership and the stock returns of acquiring firms in corporate control transactions. At low levels of managerial ownership, agency costs of equity (such as perquisite consumption) reduce the returns earned by acquirers. As the managerial stake in the acquiring firm increases, the interests of managers are more closely aligned with those of shareholders, reducing the acquisition premium. At sufficiently high levels of managerial ownership, managers value a reduction in the risk of their nondiversified financial portfolio. However, managers enjoy nonassignable private benefits of control at high levels of ownership which they are not willing to lose by selling their stake in the financial markets. These benefits of control are increasing in the managerial ownership stake and can lead to managers 'overpaying' even when they own a substantial fraction of the firm. Examining mergers that occurred during 1985 to 1991, we find evidence of such a nonmonotonic relationship between the stock returns earned by acquirers and their managerial ownership level. Further, we find that acquiring firms with high levels of managerial ownership tend to diversify more than acquiring firms with low levels of managerial ownership.

Executive Pay and Performance: Evidence from the U.S. Banking Industry

This paper examines an effect of deregulating the market for corporate control on CEO compensation in the banking industry. Given that each state's banking regulation defines the competitiveness of its corporate control market, we examine the effect of a state's interstate banking regulation on the level and structure of bank CEO compensation. Using panel data on 147 banks over the decade of the 1980s, we find evidence supporting the hypothesis that competitive corporate control markets (i.e., where interstate banking is permitted) require talented managers whose levels of compensation are higher. We also find that the compensation-performance relationship is stronger than for managers in markets where interstate banking is not permitted. Further, CEO turnover increases substantially after deregulation, as does the proportion in performance-related compensation. These results suggest strong evidence of a managerial talent market -- that is, one which matches the level and structure of compensation with the competitiveness of the banking environment.

Ex Ante Choice of Jury Waiver Clauses in Mergers

This paper examines empirically why sophisticated parties in some merger and acquisition deals choose to waive their right to jury trials and some do not. We examine merger agreements for a large sample of 276 deals for the 11-year period 2001 to 2011. We exclude private company deals and those where the choice of forum and law is Delaware. First, we find that 48.2% of the deals have jury waiver clauses. Second, we find that deals in which New York is chosen as the governing law and forum state are more likely to include a jury waiver clause. No other state has such an effect. Third, we find that contracts negotiated by counsel from high reputation law firms tend to include jury waiver clauses, and this effect is more significant for the acquirer’s law firm than for the target’s law firm. Fourth, we find strong evidence for the bargaining power hypothesis wherein larger acquirers that take over smaller targets are more likely to include jury waiver clauses. Finally, we find no evidence that lawyer familiarity, industry-effects, whether the acquirer was an international firm, or whether the deal was completed has a statistically significant impact on the likelihood of having a jury waiver clause

The Long-Run Behavior of Debt and Equity Underwriting Spreads

This paper is the first to look at the long-run (30-year) behavior of underwriting spreads in the markets for corporate equity and debt. Specifically, we analyze the determinants of underwriting spreads on corporate bond issues, secondary equity offerings and initial public offerings over the period 1970-2000. We explain the time-varying cross-sectional behavior of these spreads by analyzing three sets of variables or factors: macro (systematic) factors, investment banking market structure factors and issuer specific characteristics. We also analyze the relationship between the direct costs (underwriting spreads) and indirect costs (underpricing) of new issues. Among our many results we find an apparent decline in spreads over time, an increased clustering in spreads for both IPOs and SEOs, the dominance of issuer- specific characteristics in explaining spreads, and a relatively weak linkage between the direct and indirect costs of issuance

The Long-Run Behavior of Debt and Equity Underwriting Spreads

This paper is the first to look at the long-run (30-year) behavior of underwriting spreads in the markets for corporate equity and debt. Specifically, we analyze the determinants of underwriting spreads on corporate bond issues, secondary equity offerings and initial public offerings over the period 1970-2000. We explain the time-varying cross-sectional behavior of these spreads by analyzing three sets of variables or factors: macro (systematic) factors, investment banking market structure factors and issuer specific characteristics. We also analyze the relationship between the direct costs (underwriting spreads) and indirect costs (underpricing) of new issues. Among our many results we find an apparent decline in spreads over time, an increased clustering in spreads for both IPOs and SEOs, the dominance of issuer- specific characteristics in explaining spreads, and a relatively weak linkeage between the direct and indirect costs of issuance

The Long-Run Behavior of Debt and Equity Underwriting Spreads

This paper is the first to look at the long-run (30-year) behavior of underwriting spreads in the markets for corporate equity and debt. Specifically, we analyze the determinants of underwriting spreads on corporate bond issues, secondary equity offerings and initial public offerings over the period 1970-2000. We explain the time-varying cross-sectional behavior of these spreads by analyzing three sets of variables or factors: macro (systematic) factors, investment banking market structure factors and issuer specific characteristics. We also analyze the relationship between the direct costs (underwriting spreads) and indirect costs (underpricing) of new issues. Among our many results we find an apparent decline in spreads over time, an increased clustering in spreads for both IPOs and SEOs, the dominance of issuer- specific characteristics in explaining spreads, and a relatively weak linkeage between the direct and indirect costs of issuance

DISAGREEMENT, SPECULATION AND MANAGEMENT FORECASTS

Prior theoretical and empirical research has shown that disagreement can cause speculative trading which leads to a speculative premium in stock prices. We examine whether managers take actions to reduce or prolong the disagreement among investors. We establish causality using the exogenous variation in speculative trading after the yearly reconstitution of the Russell 1000/2000 indices. We find that speculative trading reduces the frequency, likelihood, and precision of management forecasts. This relationship is significantly stronger when short-sale constraints are more binding. Consistent with theory, the effect is more pronounced when managers have stronger equity-based incentives. We also find that managers sell equity to benefit from the speculative premium. In summary, our results suggest that managers issue forecasts opportunistically in response to speculative trading – they keep silent whenever possible, and issue fewer and less precise forecasts to prolong disagreement and overpricing

The Core Corporate Governance Puzzle: Contextualizing The Link To Performance

There is a puzzle at the core of corporate governance theory. Prior scholarship reports a strong relationship between firms best at creating shareholder value and those rated highly by the established corporate governance indices. Little work explores why, however. We hypothesize that the link between governance and performance depends centrally on context. We illustrate the importance of context by exploring circumstances when a firm\u27s governance structure can operate as a signal of the quality of its management. The idea is that better managers are on average more likely to choose a highly rated governance structure than are bad managers because a structure garnering a high rating increases the risk of job loss more for bad managers than for good ones. Conversely, the choice of a poorly rated governance structure signals negative information about managerial quality because good managers would not wish to make a false negative signal. Signals of managerial quality can take on particular significance under certain circumstances. This Article tests empirically the hypothesis that a particular context – the existence of an especially high information asymmetry between a firm\u27s insiders and the market concerning the quality of its management – is a situation in which a change in the firm\u27s governance structure will become a stronger signal concerning its management\u27s quality. The test compares ordinary times with 2000-2002, a period of unprecedented corporate accounting scandals that led to greater than usual uncertainty as to which firms had the better managers. We show that an index-score-altering change in governance structure during these accounting scandal years is associated with a much larger change in a measure affirm value creation – Tobin\u27s Q – than a comparable governance change in the years before or after the accounting scandal period. By running both OLS and fixed effect regressions, we are able to show that the market\u27s perception of the effectiveness of a highly-rated governance structure at better incentivizing managers, or at filtering out bad ones, was not significantly different in the scandal years than in the years before or after. Thus, signaling – the third possible causal link between good scores and higher Tobin\u27s Q must have been at work. The reasoning is that the clarifying signal arising from a governance change should have a bigger effect in a period of greater uncertainty as to which firms had good managers. This conclusion is further confirmed by empirical evidence that the impact of a governance change on Tobin\u27s Q during the scandal years was especially elevated for firms engaging in substantial amounts of R&D. Such firms have been shown by other studies to be generally more opaque. These results also teach a larger lesson: the impact of governance is in important respects contextual, depending on the particular circumstances of the time, and the particular characteristics of the firms, involved. This point, largely missed to date, helps illuminate the current debate concerning the corporate governance index studies. It suggests that that there is an empirically verified theory that provides one explanation for the index studies\u27 strong results linking governance structure with firm value creation, but that, rather than a single link between the specified corporate governance provisions and performance, a range of linkages are possible whose direction and intensity depend centrally on the particular context in which a firm is operating