Morgan Stanley Roundtable on Capital Structure and Payout Policy

A group of finance academics and practitioners discusses a number of topical issues in corporate financial management: Is there such a thing as an optimal, or value‐maximizing, capital structure for a given company? What proportion of a firm's current earnings should be distributed to the firm's shareholders? And under what circumstances should such distributions take the form of stock repurchases rather than dividends? The consensus that emerged was that a company's financing and payout policies should be designed to support its business strategy. For growth companies, the emphasis is on preserving financial fl exibility to carry out the business plan, which means heavy reliance on equity financing and limited payouts. But for companies in mature industries with few major investment opportunities, more aggressive use of debt and higher payouts can add value by reducing taxes and controlling the corporate “free cash flow problem.” Both leveraged financing and cash distributions through dividends and stock buybacks represent a commitment by management to shareholders that the firm's excess cash will not be wasted on projects that produce growth at the expense of profitability. As for the choice between dividends and stock repurchases, dividends appear to provide a stronger commitment to pay out excess cash than open market repurchase programs. Stock buybacks, at least of the open market variety, preserve a higher degree of managerial fl exibility for companies that want to be able to capitalize on unpredictable investment opportunities. But, as with the debt‐equity decision, there is an optimal level of financial fl exibility; too little can mean lost investment opportunities but too much can lead to overinvestment.     

Corporate Governance and Dividend Payout Policy: A Test Using Antitakeover Legislation

Managers strongly prefer not to pay dividends as dividend payouts reduce the amount of cash subject to managerial discretion ( Easterbrook, 1984 ; Jensen, 1986 ). Previous empirical tests of the relationship between corporate governance and dividend payout policy employ endogenous measures of this agency problem. Using a relatively exogenous measure that incorporates state antitakeover laws and the differences‐in‐differences approach, our analysis indicates that dividend payout ratios and propensities fall when managers are insulated from takeovers. The impact of antitakeover laws on dividend payouts is more pronounced for firms with poor corporate governance and small firms.     

MORGAN STANLEY ROUNDTABLE ON Capital Structure and Payout Policy

A group of distinguished finance academics and practitioners discuss a number of topical issues in corporate financial management: Is there such a thing as an optimal, or value‐maximizing, capital structure for a given company? What proportion of a firm's current earnings should be distributed to the firm's shareholders? And under what circumstances should such distributions take the form of stock repurchases rather than dividends? The consensus that emerges is that a company's financing and payout policies should be designed to support its business strategy. For growth companies, the emphasis is on preserving financial flexibility to carry out the business plan, which means heavy reliance on equity financing and limited payouts. But for companies in mature industries with few major investment opportunities, more aggressive use of debt and higher payouts can add value both by reducing taxes and controlling the corporate free cash flow problem. In such cases, both leveraged financing and cash distributions through dividends and stock buybacks signal management's commitment to its shareholders that the firm's excess cash will not be wasted on projects that produce low‐return growth that comes at the expense of profitability. As for the choice between dividends and stock repurchases, dividends provide a stronger commitment to pay out excess cash than open market repurchase programs. Stock buybacks, at least of the open market variety, preserve more flexibility for companies that want to be able to capitalize on unpredictable investment opportunities. But, as with the debt‐equity decision, there is an optimal level of financial flexibility: too little can mean lost investment opportunities, but too much can lead to overinvestment.     

A Theory of Corporate Capital Structure and Investment

This article uses a general equilibrium framework to explorethe origins and limitations of financial intermediaries. Inthe model, investors have a generic lending technology thatthey can improve at a cost. Those who upgrade become intermediariesto exploit their advantage. However, conflicts with depositorswill limit the banks' market presence, and they will only lendto moderately endowed firms while bondholders will finance cash-richcorporations. The article also analyzes the extent to whichinvestors adopt the superior lending technique, the nature ofbank competition, and how corporate and bank conditions affectinterest rates and investment.     

A Time-Series Analysis of Corporate Payout Policies

I conduct a time-series analysis of corporate payout policies that accounts for the dynamic nature of these decisions and for the interaction among investment decisions and payout policies. The estimation is done with a VAR model of investments, earnings, total payout, and the split of the total payout between dividends and share repurchases. I control for changes in the legal treatment of share repurchases in 1982 and for changes in the relative taxation of dividends and capital gains. I find that: (i) an increase in the taxation of capital gains relative to dividends shifts the split of total payout away from share repurchase and toward dividends; (ii) corporate investment decisions lead payout policies and not the other way around; (iii) increases in corporate total payout are associated with long-term subsequent increases in earnings; (iv) changes in the composition of corporate payout away from share repurchases and toward dividends are associated with subsequent increases in earnings.     

公司的资本成本与投资理性——来自沪深上市公司的证据

本文对我国上市公司的投资行为及其影响因素进行了实证研究。结果表明：（1）上市企业的投资决策受资本成本的约束显著，符合市场理性；（2）企业投资对内部现金流、外部负债融资和股权融资都具有敏感性，但回归系数依序递减，可能说明了不同融资形式的成本差异；（3）产品市场需求增长为企业带来了有价值的投资机会，具有拉动企业投资的显著作用。     

Lumpy Investment and Corporate Tax Policy

In the presence of both convex and nonconvex capital adjustment costs in a dynamic general equilibrium model, corporate tax policy generates both intensive and extensive margin effects via the channel of marginal Q. Its impact is determined largely by the strength of the extensive margin effect, which, in turn, depends on the cross‐sectional distribution of firms. Depending on the initial distribution of firms, the economy displays asymmetric responses to tax changes. Moreover, an anticipated increase in the future investment tax credit reduces investment and adjustment rate initially.     

The Corporate Cost of Capital and the Return on Corporate Investment

We estimate the internal rates of return earned by nonfinancial firms on (i) the initial market values of their securities and (ii) the cost of their investments. The return on value is an estimate of the overall corporate cost of capital. The estimate of the real cost of capital for 1950–96 is 5.95 percent. The real return on cost is larger, 7.38 percent, so on average corporate investment seems to be profitable. A by-product of calculating these returns is information about the history of corporate earnings, investment, and financing decisions that is perhaps more interesting than the returns.     

Intra-lndustry Effects of Corporate Capital Investment Announcements

We examine how announcements of corporate capital investments by one firm affect the stock prices of its competitors. We find that on average, rivals experience a signifi cantly negative valuation effect. The results suggest that for the sample as a whole, the competitive effect dominates the contagion effect. We further examine various factors that could potentially explain the heterogeneous intra-industry effects of capital investment announcements. We find that rivals' share prices are more adversely affected when the announcer experiences a higher announcement effect or is the first mover in the industry. We also show that rivals experience a greater wealth loss when they have poorer investment opportunities or higher financial leverage.     

Cost Structure and Payout Policy

I investigate the effects of firms’ proportion of fixed and variable costs on their payout policy and find that firms with higher fixed costs have significantly higher volatility in their future cash flows and more variable future operating incomes. These firms pay a lower fraction of their operating income in dividends and share repurchases. Finally, these firms return higher fractions of their payouts via share repurchases because this method offers greater flexibility. The results are robust to several alternate specifications and firm‐level controls, and show that firms’ cost structures play a significant role in payout policy choices.     

货币政策、商业信用与公司投资行为

本文利用中国上市公司数据,实证检验了不同货币政策下,商业信用对公司投资行为的影响。研究发现,在货币政策紧缩期,使用商业信用较多的公司投资增长更快,并且这一现象在投资不足的公司中体现的更加明显。进一步研究发现,对于投资不足的公司,在货币政策紧缩期,商业信用与银行借款存在替代关系,使用商业信用可以降低公司投资-现金流敏感性和现金-现金流敏感性,通过缓解融资约束实现投资增长。本文的研究结论为考察商业信用与公司投资行为的互动关系开拓了新视野。     

Corporate Payout Policy,Cash Savings,and the Cost of Consistency: Evidence from a Structural Estimation

We develop a dynamic structural model to better understand how corporate payout policy is determined in conjunction with other corporate decisions. In a first‐best model, a manager maximizes equity value by choosing the firm's optimal financing, investment, dividends, and cash holdings. By using simulated method of moments, we show that, on average, firms excessively smooth their payout while making corporate savings overly volatile and retaining excess cash. We then extend the model to capture the effect of a manager, who perceives a cost to cutting payouts. Estimating the model, we infer the magnitude of this cost. We find that a managerial preference for consistent payout explains the smooth payout and high volatility of cash holdings.     

政策利率变动、股利政策与企业投资效率

经济政策会改变企业赖以生存的外部环境,进而影响企业行为及未来发展.本文以沪深两市2007-2016年A股上市公司为研究样本,检验了政策利率变动对企业投资效率的影响,探究了股利政策对政策利率冲击的调节作用.本文发现,政策利率提高显著加剧企业非效率投资,且对于企业非效率投资越严重的企业,政策利率提高对其影响越大.支付股利的企业更不容易进行非效率的投资,但在利率降低时期支付股利,会加剧利率对企业投资效率的负面影响.     

社保基金持股与公司股利政策

相比于其他机构投资者,社保基金无需缴纳红利所得税,这一制度背景为检验股利的"顾客效应"假说提供了契机。本文发现,控制其他因素之后,社保基金持股比例与公司股利之间存在正相关关系,这一关系同时反映了股利需求方(社保基金)与供给方(上市公司)的行为:一方面,上市公司根据社保基金持股制定其股利政策;另一方面,社保基金选择股票时也会考虑上市公司往年的股利分配。进一步的检验发现,国有与民营企业迎合社保基金发放股利的动机存在差异:民营企业更多受到经济动机的驱动,而国有企业分红更多体现政治动机。总体上,本文的发现验证了"顾客效应"假说,表明红利税是影响公司股利决策的重要因素,具有一定的政策启示。     

市场时机与公司投资:研究述评

在资本市场非有效的情况下,管理者具有利用市场错误定价所带来的市场时机的动机,这种市场时机是否会对公司资本投资产生影响以及是否造成了社会资源的错误配置一直是学术界关注的焦点。本文对国外学者关于管理者利用市场时机的投资决策动机、市场时机影响公司投资支出的股权融资渠道和迎合渠道、市场时机衡量指标以及市场时机如何影响资源配置效率的相关研究进行了回顾和评析,并在此基础上提出了进一步开展该领域研究的几点启示。     

CARE/CEASA Roundtable on: Liquidity and Capital Management

Five distinguished banking and accounting scholars explore the role of liquidity at not only the “macro” level of the economy, but also at the level of individual companies. The first of the four main speakers, who is the author of the preceding article, restates his argument that the stability of financial systems can be increased by directing bank regulators and executives to find the optimal combination of liquidity and capital requirements. The second of the four speakers shifts the focus to liquidity management by non‐financial companies, with particular emphasis on their use of lines of credit and their role in helping companies weather the financial crisis. The third speaker places liquidity in the context of capital markets, and presents suggestive evidence that improvements in corporate disclosure and transparency have beneficial effects on both the level and volatility of liquidity in those markets. The panel is rounded out by a discussion of liquidity in corporate bond markets and the proposal of a new way to measure such liquidity.     

Intercorporate Ownership,Taxes, and Corporate Payout Choices*

This paper examines whether corporate payout choices (dividends or share repurchases) are associated with intercorporate ownership in a firm. Using the System for Electronic Document Analysis and Retrieval (SEDAR) and the Inter‐Corporate Ownership (ICO) database from Statistics Canada, I find that intercorporate ownership is positively associated with a firm’s propensity to pay dividends and negatively associated with a firm’s propensity to repurchase shares. The findings are robust to the endogeneity of intercorporate ownership and the inclusion of various control variables such as firm size, risk, liquidity, growth, and profitability.     

University of Rochester Roundtable on Corporate M&A and Shareholder Value

Robert Bruner's new book, Deals from Hell , serves as the point of departure for a wide-ranging discussion of the effect of mergers and acquisitions on shareholder value and the general economy. Despite the book's title, Bruner's message is at bottom a positive one: Corporate M&A increases efficiency and value, on average, and enriches the shareholders of not only the selling firms, but the buyers as well.
But if the average transaction is value-increasing for acquirers, many acquisitions of publicly traded companies by other public companies are value-destroying for the buyers, in large part because of "control rights" that U.S. laws and regulations have effectively conferred on target company managements. One proposed solution is a return to the legal and regulatory climate of the 1980s, a time when companies that reduced their own values by making bad acquisitions thereby raised the odds that they would become the next takeover targets.