Corporate Governance and the Design of Stock Option Programs

Investors and academics increasingly criticize that features of employee stock option (ESO) programs reflect rent-extraction by managers (managerial power view). We use a unique European data set to investigate the relationship between the design of ESO programs and corporate governance structures. We find that ownership structures are related to the ESO design in a way that is consistent with the managerial power hypothesis: when ownership concentration is low and the exposition to the U.S. capital market is little, executives extract rents by designing poor ESO plans. Moreover, firms with weak creditor rights more often have badly designed option plans. Our findings also suggest that ineffective board structures (insider-dominated boards) are related to ESO design in a way that supports the arguments of the self-dealing view.

Institutional Investor Preferences and Executive Compensation (Revision of 2011-103)

Abstract: In this paper, we investigate the attitudes of institutional investors, such as hedge funds, insurance companies, mutual funds and pension funds, towards a key corporate governance mechanism, namely executive compensation. We document the preferences they have about both the level and structure of executive compensation. Our analysis takes a comparative approach as we ask investors to reveal their preferences both for firms in the U.S. and in The Netherlands. Our analysis further sheds light on who should decide on executive pay, thereby contributing to the recent debate on shareholder involvement in executive pay. Finally, we examine their views on the most important and largest component of executive pay, executive stock options, and investigate what preferences they have when it comes to the design of such options.Executive Compensation;Institutional Investors;Corporate Governance.

Understanding Internal Capital Markets and Corporate Policies

This study looks inside a large retail-banking group to understand how corporate politics affect internal capital allocation. The group consists of a headquarters organization and about 150 member banks which own the headquarters. Our data is from the firm’s managerial accounting system and covers all cash flows, internal capital transfers, and investments at the local member bank level. We first show that a member bank’s investment (net loan growth) is generally not fully independent from its own cash flow (net deposit growth). Then we show that such constraints are not apparent at more influential member banks, where influence is measured by the divergence of voting rights from ownership rights. The more influential banks are allocated more funds from the headquarters, but also show more restraints in investments when experiencing large deposit inflows. Influence matters more among member banks requiring more information exchanges with the headquarters as a result of more volatile funding requests. Influence also matters more for small business loans, which contain more soft information, than for standardized residential mortgage loans. These results suggest that corporate politics can be used to address allocation inefficiencies resulting from information asymmetries between the headquarters and divisions (member banks in our case).internal capital markets;capital markets;retail banking;corporate politics

Opening the Black Box: Internal Capital Markets and Managerial Power

We analyze the internal capital markets of a multinational conglomerate to determine whether more powerful unit managers enjoy larger allocations. We use a new dataset of planned and actual allocations to business units to show that, although all unit managers systematically over-budget capital expenditures, more powerful and better connected managers obtain larger shares of cash windfalls and increase investment about 40% more than their less powerful peers. Results survive robustness tests and are not explained by differences in managerial abilities or an endogenous allocation of managers across units. Our findings support bargaining-power theories and provide direct evidence of a source of capital allocation frictions.Internal Capital Markets, Corporate Investment, Capital Budgeting, Managerial Power, Agency, Influence Activities, Corporate Politics

Subjective stock option values and exercise decisions : determinants and consistency

Stock option programs constitute an important economic domain both for the issuing companies and for their employees. Little is known, however, about which individual variables actually drive exercise patterns and how employees value their stock options. We study the following set of research questions to provide a contribution to a better understanding of these topics: How do employees exercise and value stock options? What are the determinants of exercise decisions and subjective option values? Do employees exercise options from different grants in a consistent way? Are subjective option values consistent with individuals' exercise decisions? We are able to use a unique data set combining employee-level option exercises with subjective option values extracted by means of an internal survey. Furthermore, we can combine this data with a wide set of individual variables. We find that employees exercise their stock options well before expiration. The median individual sacrifices more than 90% of the option's lifetime by exercising early. Surprisingly, we also find that individuals substantially overvalue the options they received. We show that exercise dates and option values are unrelated with measures of risk aversion. Loss aversion, however, does a better job in explaining the heterogeneity in option values. We also document that optimism and overconfidence measures are significantly related to option values. We show that managers that are very optimistic about company stock place higher values on their options. This finding is consistent with the sentiment hypothesis presented in Oyer and Schaefer (2004) and Bergman and Jenter (2004). Some evidence for an intertemporal consistency of exercises decisions is also provided. However, we find only weak support for the hypothesis that higher option values are associated with later exercise decisions

Indirect costs of financial distress and bankruptcy law: Evidence from trade credit and sales

We argue that stronger debt enforcement in bankruptcy can reduce indirect costs of financial distress: (i) by increasing the likelihood of restructuring outside bankruptcy and (ii) by improving the recovery rate of stakeholders, such as trade creditors, through explicit legal provisions. Consistent with these predictions, we find that when debt enforcement is stronger, financially distressed firms are less exposed to indirect distress costs in the form of reduced access to trade credit and forgone sales. We document these effects in a panel of firms from forty countries with heterogeneous debt enforcement characteristics and in differences-in-differences tests exploiting several recent bankruptcy reforms

Institutional Investor Preferences and Executive Compensation (Revision of 2011-028)

Abstract: In this paper, we investigate the attitudes of institutional investors, such as hedge funds, insurance companies, mutual funds and pension funds, towards a key corporate governance mechanism, namely executive compensation. We document the preferences they have about both the level and structure of executive compensation. Our analysis takes a comparative approach as we ask investors to reveal their preferences both for firms in the U.S. and in The Netherlands. Our analysis further sheds light on who should decide on executive pay, thereby contributing to the recent debate on shareholder involvement in executive pay. Finally, we examine their views on the most important and largest component of executive pay, executive stock options, and investigate what preferences they have when it comes to the design of such options.