Essays in Valuation, Financial Regulation, and Corporate Governance


Book Description

This dissertation consists of three distinct essays. "Measurement Errors of Expected Returns Proxies and the Implied Cost of Capital" studies the properties of measurement errors for a class of expected return proxies, and addresses inference issues when proxies of expected returns are dependent variables in regressions. I develop a novel diagnostic procedure to estimate the associations between measurement errors of expected returns proxies and firm characteristics, when measurement errors are AR(1). Application to GLS, a popular implementation of the implied cost of capital ("ICC"), yields the first direct empirical evidence that ICC measurement errors i) are persistent, ii) can be associated with ... firms' risk or growth characteristics, and therefore iii) can lead to spurious inferences in regressions. I devise a novel methodology to account for the influence of ICCs measurement errors in regression settings, and show that its application i) can explain some puzzling associations between GLS and ... firm characteristics and ii) can improve upon GLS, by forming new ICCs that better sort realized returns. Together, the innovations of this paper allow researchers to better understand ICC measurement errors and provide a robust empirical strategy for future research. "Can Implicit Regulation Change Financial Market Behavior? Evidence from Spitzer's Attack on Market Timers" explores a natural experiment setup from the 2003-2004 U.S. mutual fund scandals to evaluate the effectiveness of implicit regulation and the role of a strong monitor on ... financial markets behavior. On average, buy-and-hold investors lost 218 basis points annually from 1998 to 2002 to market timers' exploitation of stale-priced mutual funds. Buy-and hold investors suffered further economic losses from higher cash holdings, portfolio turnover, fund fees, and lower performance that resulted from market timing fund churn. As a consequence of the heightened public scrutiny, increased transparency, and bolstered monitoring capabilities by the SEC, mutual funds faced a much intensified threat of regulation by the end of 2004, leading to the voluntary fair value pricing of international holdings by most U.S. mutual funds. I ... find strong evidence that these fair value pricing methods have significantly reduced the market timing motive as well as fund churn in international mutual funds in the post-2004 period. These results suggest that self-regulation in the ... financial markets can be effective, but in the presence of a strong and credible regulatory threat. "Staggered Boards and the Wealth of Shareholders: Evidence from Two Natural Experiments" addresses an important question in corporate governance: does the presence of a staggered board cause lower ... firm value? While staggered boards have been documented to be negatively correlated with ... firm valuation, such association might be due to staggered boards either bringing about lower firm value or merely reflecting the tendency of low-value firms to have staggered boards. In this paper, we use two natural experiments to shed light on the causality question. In particular, we focus on two recent court rulings, separated by several weeks, that affected in opposite directions the antitakeover force of staggered boards: (i) a ruling by the Delaware Chancery Court approving the legality of shareholder-adopted bylaws that weaken the antitakeover force of a staggered board by moving the company's annual meeting up from later parts of the calendar year to January, and (ii) the subsequent decision by the Delaware Supreme Court to overturn the Chancery Court ruling and invalidate such bylaws. We ... find evidence consistent with the hypothesis that the Chancery Court ruling increased the value of affected companies -- namely, companies with a staggered board and an annual meeting in later parts of the calendar year -- and that the Supreme Court ruling produced a reduction in the affected companies' value. The identified effects were most pronounced for firms for which control contests are especially relevant due to relative underperformance, small ... firm size, high asset pledgibility, or high takeover intensity in their industry. Our findings have implications for the long-standing debate on staggered boards. The ... findings are consistent with the market's viewing staggered boards as bringing about a reduction in firm value. Our ... findings are thus consistent with leading institutional investors' policies in favor of board de-staggering, and with the view that the ongoing process of board de-staggering in public ... firms can be expected to enhance shareholder value.




Essays in Empirical Corporate Finance


Book Description

This thesis studies how government regulation affects firms' financial and governance decisions. In the first chapter I examine how deregulation in the railroad industry affects CEO-firm matches and firms' performance. I exploit the 1980 Staggers Rail Act, which introduced competition to the highly regulated freight railroad industry. The results show that after the deregulation there was an increase in CEO turnover and in the percentage of CEOs with business education and with broader work experience. I also find that CEO turnover was less related to firm performance in the deregulated period. The next two chapters study the unintended consequences of two different types of financial regulation, which intended to protect consumers. In Chapter 2, I use the introduction of state deposit guarantee systems in the early 20th century as a quasi-natural experiment to study its effects on the banking system. I find that insured banks experienced higher growth rates than uninsured banks. However, I find no effects of deposit insurance on failure rates, or risk taking proxied by leverage and illiquid assets holdings. Finally, Chapter 3 analyzes the effects of double liability for banks' shareholders in the United States during the Great Depression. In case of a bank failure, shareholders subject to double liability could not only lose their equity, but an additional amount equal to the par value of their shares. My coauthors and I find that single-liability banks were riskier than double-liability banks in terms of their asset allocation. We also conclude that an unintended effect was the higher exit rates via merger or voluntary liquidation of double-liability banks. This is consistent with the hypothesis that in the presence of double liability, shareholders decide to liquidate their investment earlier to avoid risking their personal assets in case of failure.




International Corporate Governance After Sarbanes-Oxley


Book Description

"The Sabanes-Oxley Act has been one of the most significant developments in corporate and securities regulation since the New Deal. This collection of important articles would be a valuable resource for anyone seeking to understand Sabanes-Oxley's far-reaching effects on corporate governance in the United States and elsewhere." —Jesse Fried, coauthor of Pay Without Performance: The Unfulfilled Promise of Executive Compensation and Professor of Law at the University of California, Berkeley "The editors have assembled the latest cutting-edge research on international corporate governance by respected academics in this field. In this handbook, the editors deal with all aspects of the significant legislative changes to corporate governance regulation. It introduces the reader to the new rules that will certainly improve the reliability and the accuracy of disclosures made by corporations. The book comes at the right moment with the recent scandals such as Enron, which will educate all readers especially shareholders of corporate stock." —Komlan Sedzro, Professor of Finance, University of Quebec at Montreal "Today, corporate governance is a topic at the center of public policy debate in most industrialized countries. The range of concerns; the variety of approaches; and their tendency to converge in some areas or diverge in others (not always in the right directions) are emphatically demonstrated by these essays. There is material here of enormous interest for scholars of comparative law and economic regulation. And significantly, the presentation of essays from legal, financial, and regulatory viewpoints demonstrates the growing practical as well as theoretical utility of interdisciplinary work in this area. Professors Ali and Gregoriou are to be warmly congratulated for their skill and initiative in assembling an important publication, as well as for their own contributions to interdisciplinary scholarship." —R. P. Austin, BA, LLM (Sydney), DPhil (Oxon), Supreme Court of New South Wales "This very international collection emphasizes the economic line of descent, while including legal and socio-legal contributions. It fills a very important gap in our empirical knowledge of corporate governance. It is accessible and comprehensive and will greatly assist readers from all relevant disciplines, who are trying to discern the shape of corporate governance as a mature field." —Dimity Kingsford Smith, Professor of Law, University of New South Wales







Beyond Governance


Book Description

Following a series of corporate scandals, legislators have company executives in their sights, and are arming themselves with ever-greater regulatory firepower. All agree that good governance is essential - but must not be allowed to stifle business performance. Beyond Governance develops the concept of Enterprise Governance, an emerging framework which unites Performance, Conformance and Corporate Responsibility and shows how addressing all of these areas in a concerted, coordinated fashion will deliver value to the organisation and its stakeholders. In particular, it focuses on the skills, processes and systems that are required to deliver excellence in each of these areas, giving readers a practical insight into the issues and an understanding of best practice in each area. Many firms are rethinking their finance activities in the light of e-commerce, shared service centres, business intelligence technology and cost pressures. Beyond Governance explores the challenge of building a modern, flexible finance function, describing the emerging role of the new CFO and how finance professionals should respond to this new business environment.




Essays in Corporate Governance


Book Description

This dissertation titled "Essays in Corporate Governance" contains two essays in matters relating to corporations and their governance practices. The titles and the abstracts of the two papers are presented below. Does it pay to play? Political donations around mergers and acquisitions: This study focuses on corporate political donations around mergers and acquisitions of U.S. firms. I track the political contributions made by firms involved in large U.S. mergers from 2000 to 2010 by focusing on four different ways that corporations contribute to political parties: political action committee (PAC) donations, PAC to PAC donations, soft money and 527 committees' donations, and individual donations. Consistent with politicians' rent-seeking behavior, I document evidence that participants in mergers and acquisitions alter their donations around these deals in attempts to influence the deal outcome and appear to do so particularly around deals where donations may be more effective. Overall, I find that large shifts in donations around mergers and acquisitions increase the likelihood of deal completion. After controlling for firm and merger characteristics, the firms involved in mergers make more political contributions after a deal is announced compared to periods before the announcement and after a deal is finalized. This behavior is more pronounced when the deal continues for an extended period of time, which is consistent with the notion that these deals may face more regulatory hurdles and donations may likely impact the merger outcome. Furthermore, I document higher bidder and target abnormal donations after a merger announcement when the market reaction is negative. Finally, donation intensity increases when the merger would cause the industry concentrations ratios to increase above normal. These results collectively suggest that firms aggressively manage political donations around merger and acquisition activity, potentially indicating agency conflicts driving these donations. Director Alpha: An objective measure of director contribution: The appointment of high value directors is associated with immediate positive market reaction, and the presence of high value directors in the board enhances long-run firm value. We identify the contribution of directors by alpha, or the abnormal risk-adjusted stock returns that are generated in other firms on whose boards they sit. We find that investors react positively when high alpha directors are appointed to high alpha boards. CEOs and individuals with MBA or CPA designations are more likely to be high value directors. We find that high alpha directors contribute significantly to firm value. For the typical firm, our parameter estimates imply that replacing a negative alpha director with a positive one is associated with a 3.3% improvement in firm value.




Corporate Governance in Contention


Book Description

Corporate governance is a complex idea that is often inappropriately simplified as a cookbook of recommended measures to improve financial performance. Meta studies of published research show that the supposed benign effects of these measures - independent directors or highly incentivised executives - are at best context-specific. There is thus a challenge to explain the meaning, purpose, and importance of corporate governance. This volume addresses these issues. The issues discussed centre on relationships within the firm e.g. between labour, managers, and investors, and relationships outside the firm that affect consumers or the environment. The essays in this collection are the considered selection by the editors and the contributors themselves of what are seen as some of the most weighty and urgent issues that connect the corporation and society at large in developed economies with established property rights. The essays are to be read in dialogue with each other, giving a richer understanding than could be obtained by shepherding all contributions into a single mould. Nevertheless taken together they demonstrate a shared sense of deep concern that the corporate governance agenda has been and still is on the wrong track. The contributors, individually and collectively, identify in this compendium both a research programme and a platform for change.




Essays on Corporate Risk Governance


Book Description

This dissertation comprises three papers on the governance of corporate risk: 1. The first paper investigates the role of organizational structures aimed at monitoring corporate risk. Proponents of risk-related governance structures, such as risk committees or Enterprise Risk Management (ERM) programs, assert that risk monitoring adds value by ensuring that corporate risks are managed. An alternative view is that such governance structures are nothing more than window-dressing created in response to regulatory or public pressure. Consistent with the former view, I find that, in the period between 2000 and 2006, firms with more observable risk oversight structures exhibit lower equity and credit risk than firms with fewer or no observable risk oversight structures. I also provide evidence that firms with more observable risk oversight structures experienced higher returns during the worst days of the 2007-2008 financial crisis and were less susceptible to market fluctuations than firms with fewer or no observable risk oversight structures. Finally, I find that firms without observable risk oversight structures experienced higher abnormal returns to recent legislative events relating to risk management than firms with observable risk oversight structures. 2. The most common empirical measure of managerial risk-taking incentives is equity portfolio vega (Vega), which is measured as the dollar change in a manager's equity portfolio for a 0.01 change in the standard deviation of stock returns. However, Vega exhibits at least three undesirable features. First, Vega is expressed as a dollar change. This implicitly assumes that managers with identical Vega have the same incentives regardless of differences in their total equity and other wealth. Second, the small change in the standard deviation of returns used to calculate Vega (i.e., 0.01) yields a very local approximation of managerial risk-taking incentives. If an executive's expected payoff is highly nonlinear over the range of potential stock price and volatility outcomes, a local measure of incentives is unlikely to provide a valid assessment of managerial incentives. Third, Vega is measured as the partial derivative of the manager's equity portfolio with respect to return volatility. This computation does not consider that this partial derivative also varies with changes in stock price. The second paper develops and tests a new measure of managerial risk-taking equity incentives that adjusts for differences in managerial wealth, considers more global changes in price and volatility, and explicitly considers the impact of stock price and volatility changes. We find that our new measure exhibits higher explanatory power and is more robust to model specification than Vegafor explaining a wide range of measures of risk-taking behavior. 3. The third paper examines the relation between shareholder monitoring and managerial risk-taking incentives. We develop a stylized model to show that shareholder monitoring mitigates the effect of contractual risk-taking incentives on the manager's actions. Consistent with the model, we find empirically that the positive association between the CEO's contractual risk-taking incentives and risk-taking behavior decreases with the level of shareholder monitoring. Furthermore, consistent with the board anticipating and optimally responding to shareholder monitoring, boards of firms exposed to more intense monitoring design compensation contracts that provide higher incentives to take risks. Overall, our results suggest that, when evaluating risk-taking incentives provided by a compensation contract, it is important to account for the firm's monitoring environment.