Is Tax Avoidance Associated with Economically Significant Rent Extraction among U.S. Firms?

Two influential papers in the tax‐avoidance literature (Desai and Dharmapala 2006 ; Desai, Dyck, and Zingales 2007 ) argue that aggressive forms of tax avoidance employ technologies that complement managerial rent extraction, and provide supporting evidence from firms in Russia. Several papers rely on this theory to motivate and interpret tests in a U.S. setting, but these tests are open to multiple interpretations. This paper investigates the extent to which shareholders of U.S. companies are affected by any such rent extraction. The evidence is inconsistent with the tax‐avoidance technologies employed by U.S. firms allowing managers to extract sufficient rents to negatively affect future performance. Additional tests on poorly governed U.S. firms find no evidence that tax‐avoidance activities relate positively to either overinvestment or higher executive compensation, and no evidence that either complexity or the Sarbanes‐Oxley Act moderates the relation between future performance and tax avoidance. The evidence suggests that caution is warranted in interpreting evidence according to this theory in a U.S. setting.     

Executives' Legal Records and the Deterrent Effect of Corporate Governance

We study whether the effectiveness of corporate governance mechanisms varies depending on the characteristics of the executives subject to these mechanisms, namely their “psychological type,” as proxied by their history of legal infractions. In particular, we examine insider trading, where we can compare the trading behavior of different types of executives in the same firm. We find that “recordholder” executives, that is, those with prior legal infractions, earn significantly higher profits from purchases and sales than nonrecordholder executives. Furthermore, the profitability of both purchases and sales is significantly increasing in the severity of the infraction. Governance mechanisms, such as blackout policies, lower profits of executives with only traffic infractions; however, profits for executives with serious infractions appear insensitive to blackout policies. Insiders with serious infractions are also more likely to trade during blackout periods and before large information events and are more likely to report their trades to the SEC after the filing deadline. Collectively, our evidence suggests that while governance mechanisms can discipline executives with minor offenses, they appear largely ineffective for those with more serious infractions.     

How Aggressive Tax Planning Facilitates the Diversion of Corporate Resources: Evidence from Path Analysis

In measuring tunneling with intercorporate loans disclosed by Chinese listed companies, we analyze the underlying channels through which aggressive tax planning facilitates the diversion of corporate resources by firm insiders. Using path analysis, we document that the path from tax aggressiveness to related loans is mediated by both the additional cash flows from tax savings and the increased financial opacity from tax planning, and that additional cash flows plays a much more important role than opacity in helping controlling shareholders to divert corporate resources under the guise of tax aggressiveness. Beyond the two mediated paths, we also detect a residual, direct path from tax aggressiveness to related loans. After an exogenous shock from the government crackdown on diversionary related loans, we find the direct path is fully mediated by the two indirect paths, suggesting that tunneling via related loans only occurs at firms where insiders can mask tunneling under the cover of opacity or can justify related loans on grounds of abnormal cash flows from tax savings. Our evidence supports the notion that greater outside scrutiny increases the hurdle for, but does not entirely eradicate, diversion facilitated by tax aggressiveness. Collectively, our research lends some support to recent theory on the importance of taxes to corporate governance by demonstrating how the agency costs of tax planning allow certain shareholders to benefit from firm activities at the expense of others.     

Insider Trading Restrictions and Insiders’ Supply of Information: Evidence from Earnings Smoothing

We exploit the setting of first‐time enforcement of insider trading laws to investigate the relationship between insider trading opportunities and insiders’ supply of information. Insider trading opportunities motivate insiders to reduce their supply of information by concealing firm performance, thereby increasing their information advantage over outsiders, resulting in higher insider trading profits. Using data from 40 countries over the 1988–2004 period, we find that reporting opacity, as captured by earnings smoothness, decreases significantly after the initial enforcement of insider trading laws in countries with strong legal institutions. The decrease in earnings smoothness is positively related to the strictness of insider trading laws. The decrease in earnings smoothness is also more pronounced for countries that have more persistent insider trading law enforcement and for countries that impose more severe penalties on insider trading cases. Further analyses show that the decrease in earnings smoothness following insider trading enforcement is concentrated among firms that are not closely held and among high‐growth firms. In addition to uncovering a channel through which insider trading restrictions affect the information environment, our evidence highlights the importance of country‐ and firm‐level governance structures in determining the consequences of insider trading restrictions.     

Corporate Political Connections and Tax Aggressiveness

This study investigates the relation between corporate political connections and tax aggressiveness. We study a broad array of corporate political activities, including the employment of connected directors, campaign contributions, and lobbying. Using a large hand‐collected data set of U.S. firms' political connections, we find that politically connected firms are more tax aggressive than nonconnected firms, after controlling for other determinants of tax aggressiveness, industry and year fixed effects, and the endogenous choice of being politically connected. Our findings are robust to various measures of political connections and tax aggressiveness. These results are consistent with the conjecture that politically connected firms are more tax aggressive because of their lower expected cost of tax enforcement, better information regarding tax law and enforcement changes, lower capital market pressure for transparency, and greater risk‐taking tendencies induced by political connections.     

An Empirical Analysis of Legal Insider Trading in The Netherlands

In this paper, we employ a registry of legal insider trading for Dutch listed firms to investigate the information content of trades by corporate insiders. Using a standard event-study methodology, we examine short-term stock price behavior around trades. We find that purchases are followed by economically large abnormal returns. This result is strongest for purchases by top executives and for small market capitalization firms, which is consistent with the hypothesis that legal insider trading is an important channel through which information flows to the market. We analyze also the impact of the implementation of the Market Abuse Directive (European Union Directive 2003/6/EC), which strengthens the existing regulation in the Netherlands. We show that the new regulation reduced the information content of sales by top executives.     

When Do Firms Adjust Bonus Targets Intrayear? Evidence from Sales Executives' Targets*

This study investigates when and why intrayear bonus target revisions occur. This is important as intrayear target revisions occur regularly in practice but are not well understood. Specifically, we analyze two potential drivers of intrayear bonus target revisions: reduced managerial incentives owing to managers dropping out of the incentive zone of their piecewise defined bonus function and potential spillovers from planning target revisions that reflect changes in performance expectations during the year. We also investigate the effects of organizational characteristics on intrayear bonus target revisions. Using data collected from sales executives via multiple waves of surveys, we find evidence for both predicted drivers. In addition, consistent with our predictions, we find that the levels of delegated decision authority, intrafirm interdependencies, and information asymmetry negatively moderate the positive association between reduced managerial incentives and revision likelihood. Our paper contributes to the target setting literature by being the first study to investigate intrayear bonus target revisions and shed light on when firms commit to not revising such targets intrayear.     

Regulatory Protection and Opportunistic Bankruptcy*

We document controlling shareholder (insider) opportunism in an insolvency regime that uses an accounting rule to determine bankruptcy eligibility. Our study sheds light on managerial incentives induced by weak investor protection laws. Using unique data on bankrupt firms from an emerging market, consistent with our prediction, we show insiders intentionally manage earnings downward to understate firm net worth so as to be able to file for bankruptcy. Downward pre-bankruptcy earnings management is associated with more payments to insiders and weaker performance, post-filing. A battery of tests suggests our results cannot be fully explained as an artifact of financial distress. Rather, they are consistent with insiders exploiting weak investor protection to extract private benefits at the expense of lenders and outside shareholders. Our study serves as a cautionary tale for all insolvency regimes that use a balance sheet test in an environment with weak creditor protection.     

What Enhances Insider Trading Profitability?

This study analyses the factors triggering insider trading profitability. Since there is not much evidence on this topic in the continental-European context, we focus on the Spanish stock market. Our findings show that the main relevant factors (the timing ability of the insider, the transparency of the transaction and the level of free cash flow of the firm) are related to insiders’ opportunities behaviour, motivated by the lack of either managerial control within the firm or enforcement of insider trading regulation. The level of ownership concentration, the spread and the interaction between the size and the transparency of the transaction are other relevant factors, some of them tested for the first time in the insider trading literature.      

Transparency,Information Shocks,and Tax Avoidance

This study helps provide clarity to the prior mixed findings on the association between financial reporting transparency and tax avoidance by studying the effect that transparency has on tax avoidance in a cross‐country sample through aggregate‐ and firm‐level tests. Results using firm‐ and country‐level (aggregate) measures of transparency and tax avoidance show that countries and firms with greater levels of transparency exhibit lower levels of tax avoidance and that the effect of country‐level transparency is incremental to firm‐level transparency. Furthermore, results of difference‐in‐difference tests using the adoption of IFRS and the initial enforcement of insider trading laws around the world as exogenous shocks that increase transparency find that transparency has a statistically and economically significant effect on tax avoidance and address empirical concerns regarding endogeneity and reverse causality not fully addressed in the prior research. The results of these tests as well as tests that address potential correlated but omitted variables suggest that financial transparency is an important tool which regulators can use in battling tax avoidance.     

Voting rules and the success of connected lending in 19th century New England banks

How well do decision-making processes within firms serve as control mechanisms? The voting rules governing loan approval in early 19th century New England banks are analyzed to find out. These banks exhibited high levels of lending to directors and their associates. Some theories of corporate governance argue that this could lead to increased managerial opportunism. However, a model shows that banks that require more votes to be won in the loan approval process prevent projects with private gains and social costs. The historical data are consistent with the idea that higher levels of consensus raised the profitability of banks.     

大股东-管理者合谋与监督效率——基于中国上市公司的经验证据

本文利用中国上市公司2003～2005年的面板数据对这一问题进行了检验。实证研究发现:上市公司管理者的机会主义行为与大股东的资金侵占行为显著相关,大股东对上市公司的资金侵占程度越高,上市公司管理者的机会主义行为越严重。这表明大股东与管理者的合谋行为会弱化大股东对公司管理者的监督效率。     

The determinants of capital structure: Evidence from China

This paper employs a new database containing the market and accounting data (from 1994 to 2003) from more than 1200 Chinese-listed companies to document their capital structure characteristics. As in other countries, leverage in Chinese firms increases with firm size and fixed assets, and decreases with profitability, non-debt tax shields, growth opportunity, managerial shareholdings and correlates with industries. We also find that state ownership or institutional ownership has no significant impact on capital structure and Chinese companies consider tax effect in long-term debt financing. Different from those in other countries, Chinese firms tend to have much lower long-term debt.     

Can agency theory justify the regulation of insider trading?

Conclusion The insider trading debate traditionally discusses the pros and cons of insider trading and draws a conclusion about the desirability or undesirability of public regulation of insider trading. One of the most important arguments against insider trading is that it generates agency problems that shareholders cannot resolve and that, therefore, insider trading should be publicly regulated. We have challenged this argument for failing to engage in comparative institutional analysis. We argued that when the negative aspects of insider trading, namely, the agency problems that it may create, are considered, it is necessary to engage in comparative institutional analysis and how these problems can be resolved under two different economic systems: the market economy and interventionism. We have been led to the conclusion that under a market economy, shareholders do have mechanisms to protect themselves against agency problems generated by insider trading and that these problems are reduced to a minimum. We have shown that interventionism hampers the functioning and reduces the disciplinary role of such mechanisms. Therefore, insiders have indeed more latitude to engage in these discretionary behaviors, pointed out by the supporters of the insider-trading-as-an-agency-problem argument, that harm shareholders. Finally, we have shown that the failures of government regulation reinforce this tendency of insiders’ behavior. We conclude that we cannot justify a public regulation of insider trading based on the insider-trading-as-agency-problem argument.     

Trading Prior to the Disclosure of Material Information: Evidence from Regulation Fair Disclosure Form 8‐Ks*

Regulation Fair Disclosure (Reg FD) Form 8‐K filings provide a venue where managers release information to the market as a whole that they designate as being material. Using this setting, we study trading patterns immediately prior to the public disclosure of material information. We offer three main results. First, using both intraday and daily trading data, we find abnormal trading volume of 21 percent (13 percent) in the hour (day) prior to the public disclosure, respectively. Second, we find that this pre‐disclosure abnormal trading volume is concentrated in firms that are smaller, have more growth opportunities, issue fewer voluntary disclosures, and have weaker external monitoring. Finally, we find that this pre‐disclosure volume is concentrated in subsamples in which the information relates to a firm's material contracts, a firm holds investor/analyst conferences, and there is insider trading activity in a firm's shares. Our results do not concentrate in a small number of firms or industries, and do not appear to be explained by the form through which managers first release the material information (e.g., Form 8‐K, press release, website posting, or social media). Our results are also robust to controlling for the firm's other filings and peer filings that occur around the disclosure. Overall, the trading patterns we document may show that, inconsistent with the spirit of Reg FD, a subset of investors trade on information managers deem material prior to its broad, public release.     

机构投资者持股与内部人交易——基于中国A股市场的证据

作为证券监管机构的监管重点与难点，内部人交易一直以来备受关注。如何有效监督内部人交易，维护证券市场秩序与公平，保护中小投资者利益，是一个重要且具有现实意义的问题。基于2007-2015年中国A股上市公司内部人交易数据，文章探究了机构投资者持股对内部人交易获利能力的影响，发现：（1）机构投资者的存在会提高内部人买入行为的获利能力，会抑制内部人卖出行为的获利能力；（2）机构投资者对内部人交易的影响在卖出样本中存在截面差异，具体表现为在国有企业样本组和非两职合一样本组更显著；（3）机构投资者异质性分析发现，基金投资者会提升内部人买入交易的获利能力，合格的境外投资者会抑制内部人交易的总体获利能力，其他机构投资者一方面会促进买入行为的获利能力，一方面会抑制卖出行为的获利能力；（4）机制路径检验发现，机构投资者对内部人卖出交易的抑制作用存在提高公司盈余质量、提升治理水平和改善信息披露水平三种机制路径。总之，文章验证了机构投资者影响内部人交易的研究推论。     

Tax Avoidance and the Implications of Weak Internal Controls

I examine whether corporate tax avoidance is associated with internal control weaknesses (ICWs) disclosed under the Sarbanes‐Oxley Act (SOX). ICWs disclosed under SOX are frequently related to a firm's tax function. When pervasive ICWs exist, the likelihood increases that these frequent tax‐related ICWs spill over from financial reporting issues to tax avoidance objectives. Thus, my research helps corporate stakeholders understand the implications of internal controls beyond simply financial reporting objectives. Results indicate that, on average, firms with a tax‐related ICW have a 4 percent higher three‐year cash effective tax rate relative to firms without any such weaknesses. Further estimates reveal that this negative relation stems from pervasive, company‐level tax ICWs. Analysis of remediation suggests a causal link. I find that after remediating tax‐related ICWs, firms report higher levels of tax avoidance in the future. Broadly, these findings support that internal control quality represents a proxy for internal governance, and thus the strength of alignment between managers and shareholders. Furthermore, tax‐related internal controls represent an important underlying determinant of tax avoidance with significant cash flow effects, and implications beyond financial reporting.     

Targets' Tax Shelter Participation and Takeover Premiums

This paper examines the effect of targets' participation in tax shelters on takeover premiums in mergers and acquisitions. Using a novel data set in which targets disclose that they have not participated in tax shelters, we find that targets that make this statement in their merger filings are associated with 4.6 percent higher takeover premiums, on average. These findings suggest that acquirers are concerned about the potential future liabilities when targets have engaged in tax sheltering. Consistent with this interpretation, the results also indicate that the positive association between targets' nonsheltering disclosure and acquisition premiums is stronger for less tax‐aggressive acquirers. This paper demonstrates the importance of targets' aggressive tax positions in the determination of premiums offered to targets' shareholders.     

上市公司发放现金股利的价值效应——基于委托代理问题视角的实证研究

现金股利发放反映了债权人、股东、管理者之间的利益分配关系,现金股利的价值效应受到委托代理问题的影响。采用2008—2017年沪深A股上市公司作为研究样本,在委托代理理论的分析框架下实证检验我国上市公司发放现金股利的价值效应。研究表明,发放现金股利可能会损害债权人利益,过度债务公司发放现金股利的价值效应较小,而债务不足公司发放现金股利的价值效应较大。基于管理者代理问题视角的研究发现,现金股利可以有效发挥降低管理者代理成本的作用,当管理者代理问题严重时公司发放现金股利的价值效应更大。基于控股股东代理问题视角的实证结果表明,现金股利可以作为替代性的治理机制约束控股股东行为,当控股股东代理问题严重时现金股利具有更高的价值效应。     

Volatility of Tax Payments and Dividend Payouts*

Dividends are a key mechanism for shareholders to discipline managers and mitigate agency conflicts. This study examines whether the volatility of tax payments is associated with dividend payouts. Consistent with the predictions, results suggest that firms with more volatile tax payments are less likely to pay dividends overall and their dividends are lower in magnitude when doing so. These effects are economically significant and incremental to a firm's operating risk. The link between volatile tax payments and the likelihood of dividend payouts is weaker for firms that distribute dividends to alleviate agency conflicts. Similarly, the link between volatile tax payments and the amount of dividend payouts is weaker for firms that hold more cash for tax reasons. Taken together, these findings add to our understanding of the economic consequences of volatile tax payments and the determinants of dividend payouts.