How Relevant is Dividend Policy under Low Shareholder Protection?

This paper reopens the debate on the substitutability of dividends and shareholder control in mitigating free cash flow concerns, by examining dividend behavior when shareholder control is restricted in the firm.We consider the stakeholder-oriented governance regime of the Netherlands, where shareholdings are concentrated, but shareholder rights are often severely restricted by a legally imposed governance regime and anti-shareholder devices such as Dutch-style poison pills.We find that dividend payouts are generally low, unresponsive to earnings changes and show little relationship with size, leverage, and investment opportunities.Shareholder power restrictions affect dividend behavior to varying degrees, but those that do are used by the vast majority of Dutch listed firms.Once accounting for these, we find no evidence that strong shareholders would allow firms to relax their dividend policy, as has been proposed in the existing literature.As shareholders, institutional investors and managers actually force higher payouts.Thus, it seems that dividends often complement rather than substitute shareholders efforts to alleviate agency concerns.This finding is unlikely to be specific to the Netherlands, and could possibly be extended to other stakeholder-oriented governance regimes.Dividend policy;Corporate governance;Shareholder power restrictions;Ownership and control

How do Mergers and Acquisitions Affect Bondholders in Europe? Evidence on the Impact and Spillover of Governance and Legal Standards

This paper contributes to the comparative corporate governance literature by showing how cross-country differences in governance and legal standards affect the bondholder wealth effects of European merger and acquisitions (M&As).Using investment-grade Eurobonds, we find some remarkable results.Firstly, M&As involving European firms are considerably more bondholderfriendly than are US domestic deals.Bidding firm bondholders earn economically significant positive returns, while target bondholders incur positive but insignificant returns. Overall, acquisitions do generate value to European bidding firms, but most of the wealth effect is captured by the bondholders.Secondly, bondholder gains in both bidding and target firms are systematically higher in M&As that involve Continental European firms.Thirdly, bidder abnormal bond returns are lower in cross-border deals.However, this is counterbalanced if creditor rights and the efficiency of credit contract enforcement are stronger in the target country. There is also strong evidence that, consistent with crossborder spillovers, improved creditor protection redistributes wealth from shareholders to bondholders.Finally, we document that bondholder wealth changes are subject to changes in asset risk and to a negative listing effect similar to that previously reported for changes in shareholder wealth.bondholder returns;Eurobonds;mergers and acquisitions;creditor rights;takeover;corporate governance;shareholders abnormal returns;M&A;insolvency

Corporate Restructuring and Bondholder Wealth

This paper provides an overview of existing research on how corporate restructuring affects the wealth of creditors.Restructuring is defined as any transaction that affects the firm's underlying capital structure.Thus, it reaches well beyond asset restructuring and includes transactions such as leveraged buyouts, security issues and exchanges, and the issuance of stock options.The analysis identifies significant gaps in the literature, emphasizes the potential differences between creditor wealth changes in market- and network-oriented governance systems, and provides valuable insights into methodological advances.Many issues obviously remain, as empirical evidence is still incomplete and focuses exclusively on the US.In network-oriented regimes, the potential for research remains constrained by the lesser development of bond markets that disclose information on creditor wealth shocks.Still, on-going debt securitization should now allow for the investigation of at least some critical issues.This is imperative, as the position of creditors in the firm differs substantially across governance systems despite the gradual convergence of these regimes across the world.bondholder wealth;corporate restructuring;mergers and acquisitions;event studies;bond returns

Shareholder Activism through Proxy Proposals: The European Perspective

This paper is the first to investigate the corporate governance role of shareholderinitiated proxy proposals in European firms. While proposals in the US are nonbinding even if they pass the shareholder vote, they are legally binding in the UK and most of Continental Europe. Nonetheless, submissions remain relatively infrequent in Continental Europe in particular, with major variations across countries in ownership structures, monitoring incentives, and the laws and regulations governing shareholder access to the proxy. We use sample selection models to analyze target selection and proposal success in terms of the voting outcomes and the stock price effects, and make several contributions to the literature. First, proposal submissions remain infrequent compared to the US in Continental Europe in particular. In the UK proposals typically relate to a proxy contest seeking board changes, while in Continental Europe they are more focused on specific governance issues. Second, there is some evidence that the proposal sponsors are valuable monitors, because the target firms tend to underperform and have low leverage. The sponsors also observe the identity of the voting shareholders, because proposal probability increases in the target’s ownership concentration and the equity stake of institutional investors. Third, while proposals enjoy limited voting success across Europe, they are relatively more successful in the UK. The outcomes are strongest for proposals targeting the board but are also affected by the target characteristics including the CEO’s pay-performance sensitivity. Finally, proposals are met with strong negative stock price effects when they are voted upon at general meetings. This suggests that rather than attribute them control benefits, the market often interprets proposals and their failure to pass the vote as a negative signal of governance concerns. Indeed, the market responds better to proposals submitted against large firms with low leverage, which is consistent with agency considerations. However, the stock price effects are most negative for poorly performing firms with low market-to-book ratios, which implies that the proposal outcomes only intensify the market’s concerns over firms that have previously underperformed.Shareholder activism;shareholder proposals;corporate governance;sample selection

Питання жіночого виховання у працях М. І. Пирогова (The question of women’s education in works of NI Pirogov)

У статті розглядаються погляди видатного педагога ХІХ століття Миколи Пирогова на проблему навчання і виховання чоловіка та жінки, на організацію чоловічої та жіночої освітньо-виховних систем. (The article elucidates the ideas of prominent pedagogue of the 19th century Nikolai Pirogov on the problem in the process of teaching and upbringing, on organization of men and women systems of education

Characteristics of the Moveable Middle: Opportunities Among Adults Open to COVID-19 Vaccination

Introduction: Focusing on subpopulations that express the intention to receive a COVID-19 vaccination but are unvaccinated may improve the yield of COVID-19 vaccination efforts. Methods: A nationally representative sample of 789,658 U.S. adults aged ≥18 years participated in the National Immunization Survey Adult COVID Module from May 2021 to April 2022. The survey assessed respondents’ COVID-19 vaccination status and intent by demographic characteristics (age, urbanicity, educational attainment, region, insurance, income, and race/ethnicity). This study compared composition and within-group estimates of those who responded that they definitely or probably will get vaccinated or are unsure (moveable middle) from the first and last month of data collection. Results: Because vaccination uptake increased over the study period, the moveable middle declined among persons aged ≥18 years. Adults aged 18–39 years and suburban residents comprised most of the moveable middle in April 2022. Groups with the largest moveable middles in April 2022 included persons with no insurance (10%), those aged 18–29 years (8%), and those with incomes below poverty (8%), followed by non-Hispanic Native Hawaiian or other Pacific Islander (7%), non-Hispanic multiple or other race (6%), non-Hispanic American Indian or Alaska Native persons (6%), non-Hispanic Black or African American persons (6%), those with below high school education (6%), those with high school education (5%), and those aged 30–39 years (5%). Conclusions: A sizable percentage of adults open to receiving COVID-19 vaccination remain in several demographic groups. Emphasizing engagement of persons who are unvaccinated in some racial/ethnic groups, aged 18–39 years, without health insurance, or with lower income may reach more persons open to vaccination