Corporate Board Composition, Protocols, and Voting Behavior: Experimental Evidence

We examine voting by a board designed to mitigate conflicts of interest between privately informed insiders and owners. Our model demonstrates that, as argued by researchers and the business press, boards with a majority of trustworthy but uninformed “watchdogs” can implement institutionally preferred policies. Our laboratory experiments strongly support this conclusion. Our model also highlights the necessity of penalties on insiders when there is dissension among board members. However, penalties for dissent appeared to have little impact on the experimental outcomes.     

Learning to bid: The design of auctions under uncertainty and adaptation

We examine auction design in a context where symmetrically informed adaptive agents with common valuations learn to bid for a good. Despite the absence of private valuations, asymmetric information, or risk aversion, bidder strategies do not converge to the Bertrand–Nash equilibrium strategies even in the long run. Deviations from equilibrium strategies depend on uncertainty regarding the value of the good, auction structure, the agents? learning model, and the number of bidders. Although individual agents learn Nash bidding strategies in isolation, the learning of each agent, by flattening the best-reply correspondence of other agents, blocks common learning. These negative externalities are more severe in second-price auctions, auctions with many bidders, and auctions where the good has an uncertain value ex post.     

The Role of Debt Purchases in Takeovers: A Tale of Two Retailers

In this paper, we examine acquisitions of two financially distressed retailers—Federated's takeover of Macy's, and Zell Chilmark's takeover of Carter Hawley Hale. In both cases the raider purchased some of the target's outstanding debt to launch its takeover attempt. These debt purchases appear to have been facilitated by two salient factors—the raider's expertise in dealing with distressed firm restructuring and the ability of the raider to acquire a large blockholding of debt. Our analysis indicates that, when these factors are present, it is optimal for a raider to initiate a takeover of a distressed firm through purchasing a block of the firm's debt. Target bondholder reaction will be favorable whereas shareholder reaction may be either favorable or unfavorable.     

Financing and the demand for corporate insurance

In this paper we examine the insurance decision of a firm with private information regarding its cash flows and insurable losses. We show that, even in the absence of bankruptcy costs and information production by insurers, the firm's attempts to hedge its information risk can induce it to demand insurance. If higher operating revenues are accompanied by a lower insurance risk, the firm will choose to self-insure. In contrast, if higher operating revenues are accompanied by a higher insurance risk, the firm will demand insurance. In fact, if its insurable losses are relatively small, the firm will fully insure its losses. Further, if there exists considerable uncertainty regarding the firm's insurance risk, the level of coverage demanded by the firm is dependent on its private information, with higher levels of coverage signaling favorable information regarding the firm's future operations.     

Private Information and Bargaining Power in Venture Capital Financing

We model the natural evolution of private information over the life of a venture capitalist financed project. In the early stages, the entrepreneur is better informed regarding the project, and when the project matures, the venture capitalist has an informational advantage over the entrepreneur. Within this framework, we examine how the venture capitalist's relative bargaining power affects cash flow rights and investment. When the bargaining advantage lies with the entrepreneur, the project may not be screened, and the venture capitalist may acquiesce to excessive initial investment but subsequently terminate the project. Increased venture capitalist bargaining power encourages project screening, attenuates the incentive to overinvest, and reduces the incidence of project termination subsequent to the initial investment. The payoff sensitivity of venture capitalist's financing contract also increases as his bargaining power improves.     

Adverse selection, contract design, and investment distortion

We examine the design of compensation contracts and determination of investment policies when a manager has private information regarding the effect of investment on both the firm's cash flows and the private benefits she is able to extract from employment. We show that, in general, the optimal mechanism is characterized by a menu of salary and option contracts. When the manager's private information relates only to the firm's cash flows, the firm overinvests relative to the Pareto optimal level. On the other hand, if the private information relates only to private benefits, the firm will underinvest.     

Corporate Financing: An Artificial Agent-based Analysis

We examine corporate security choice by simulating an economy populated by adaptive agents who learn about the structure of security returns and prices through experience. Through a process of evolutionary selection, each agent gravitates toward strategies that generate the highest payoffs. Despite the fact that markets are perfect and agents maximize value, a financing hierarchy emerges in which straight debt dominates other financing choices. Equity and convertible debt display significant underpricing. In general, the smaller the probability of loss to outside investors, the more likely the firm is to issue the security and the smaller the security's underpricing.     

Structuring International Cooperative Ventures

We examine the effect of bargaining power and informationalasymmetry on the design of international cooperative venturesin the presence of restrictions on equity participation andinvestment. When the bargaining advantage rests with the multinational,equity participation restrictions can increase the profits todomestic firms and encourage suboptimal investment policies.Overinvestment occurs when the multinational's bargaining advantageis reinforced by an informational advantage, while underinvestmentoccurs when the domestic firm possesses the informational advantage.In contrast, when the bargaining advantage rests with the domesticfirm, equity participation restrictions do not affect investmentlevels.     

Rent Division, Restructuring, and Managerial Risk Taking: A Strategic Bargaining Model

This paper demonstrates that, when the manager of a poorly performing firm generates firm-specific rents, strategic considerations associated with anticipated future restructuring may lead to the adoption of risky operating policies. Furthermore, this bias toward risky policies may be exacerbated by increases in managerial entrenchment. This is the case even when the manager does not have an ownership stake in the firm. On the other hand, a manager of a firm that is performing well will prefer safer policies. These results are driven by endogenously determined management-borne costs of financial distress, and obtain under both restructuring regimes that enforce the priority of creditor claims as well as restructuring regimes that induce deviations from absolute priority.     

Board Structures Around the World: an Experimental Investigation

We model and experimentally examine the board structure–performancerelationship. We examine single-tiered boards, two-tiered boards,insider-controlled boards, and outsider-controlled boards. Wefind that even insider-controlled boards frequently adopt institutionallypreferred rather than self-interested policies. Two-tiered boardsadopt institutionally preferred policies more frequently buttend to destroy value by being too conservative, frequentlyrejecting good projects. Outsider-controlled single-tiered boards,both when they have multiple insiders and only a single insider,adopt institutionally preferred policies most frequently. Inthose board designs where the efficient Nash equilibrium producesstrictly higher payoffs to all agents than the coalition-proofequilibria, agents tend to select the efficient Nash equilibria.