Zombie Board: Board Tenure and Firm Performance

We show that board tenure exhibits an inverted U‐shaped relation with firm value and accounting performance. The quality of corporate decisions, such as M&A, financial reporting quality, and CEO compensation, also has a quadratic relation with board tenure. Our results are consistent with the interpretation that directors’ on‐the‐job learning improves firm value up to a threshold, at which point entrenchment dominates and firm performance suffers. To address endogeneity concerns, we use a sample of firms in which an outside director suffered a sudden death, and find that sudden deaths that move board tenure away from (toward) the empirically observed optimum level in the cross‐section are associated with negative (positive) announcement returns. The quality of corporate decisions also follows an inverted U‐shaped pattern in a sample of firms affected by the death of a director.     

How entrenched managers beat earnings expectations before and after SOX

This study investigates the relationship between managerial entrenchment and how firms meet or beat earnings forecasts. It further examines whether this relationship changes before and after the Sarbanes–Oxley Act (SOX). We find that, in the pre-SOX era, entrenched managers meet or exceed analyst forecasts more often than their unentrenched counterparts when analysts’ initial forecasts are high. This is mainly due to the drop in analysts’ consensus rather than earnings management. These results nearly disappear in the post-SOX era.     

Greenmail premia, board composition and management shareholdings

This paper investigates the association between premia paid in targeted share repurchases (greenmail) and the characteristics of the boards of directors. A nonlinear relationship is found between the premium paid and the proportion of shares held by the inside directors. The premium decreases as the proportion of unaffiliated outside directors increases.     

Ultimate Controller Ownership and Firm Value in Taiwan

Using a panel of 242 Taiwanese listed firms during a ten-year period (1997-2006), this study tests whether there is an optimal ratio of ownership ultimate control that maximizes firm value. This work adopts Tobin's q as the proxy for firm value and finds that cash flow rights less than 27.8 percent and control rights between 32.34 percent and 34.03 percent are an optimal level of ownership ultimate control to maximize firm value. This distribution of financing sources propels the nonlinear relationship uncovered in this study and sheds light on legal aspects of Taiwan's system of ownership structure.     

Equity Ownership and Firm Value: Evidence from Targeted Stock Repurchases

In contrast to the negative average abnormal return associated with the announcement of a control‐related targeted repurchase (greenmail transaction), we find that the announcement of a noncontrol‐related targeted repurchase is associated with a positive and significant average abnormal return. Cross‐sectional analysis indicates that the change in firm value at the announcement of a noncontrol‐related targeted repurchase is negatively related to the resulting changes in both insider ownership and outside blockholdings. We also find significant differences in announcement‐period stock price effects depending on the identity of the selling shareholder.     

终极产权与公司价值——对中国上市公司激励与壁垒效应的实证检验

在终极产权的框架下,通过对2005年中国上市公司样本的研究,文章检验了公司大股东的激励效应与壁垒效应。实证结果表明,大股东现金流权与控制权的适当集中,一方面具有提高公司价值的作用,另一方面,随着控制权超过现金流权,二者发生偏离,公司的价值下降。对国有公司而言,其现金流权与控制权的偏离对价值并没有显著影响,但对家族公司而言,现金流权与控制权的偏离却与价值显著受相关,二者的偏离程度越大,公司的价值就越低。     

Excessive managerial entrenchment,corporate governance,and firm performance

This paper investigates the differential impact of positive and negative excessive managerial entrenchment on the CEO turnover-performance sensitivity, CEO compensation, and firm performance. We measure the degree of managerial entrenchment using the E-index introduced by Bebchuk et al. (2009). Our findings suggest that an increase in excess CEO entrenchment reduces the likelihood of CEO turnover due to poor performance. We also show a positive association between excessive entrenchment and CEO compensation as managers gain more power and authority when they are entrenched. On the other hand, excess CEO entrenchment has an inverse correlation with firm performance and firm value. Overall, we propose that excessive managerial entrenchment has a converse impact on board monitoring and shareholders’ welfare.     

Political uncertainty and labour investment efficiency

ABSTRACT

We examine the impact of political uncertainty on the labour investment efficiency (LIE) of a firm. Using a sample of Chinese firms, we test the market discipline and managerial entrenchment hypotheses. Our findings suggest that political uncertainty adversely affects LIE. The results are consistent with the managerial entrenchment hypothesis. That is, firms hire more labour in a period of increased information asymmetry due to the political uncertainty, which deteriorates LIE. Our findings are robust to a battery of alternative measures of LIE and estimation methods. We conduct several additional analyses and document that the adverse impact of political uncertainty is stronger when the newly appointed government official is older, the firm is state-owned, the firm belongs to a politically sensitive industry or the firm operates in locations with stringent labour protection. By contrast, when the firm locates in a region with weak Chinese government intervention or after President Xi Jinping’s anti-corruption campaign, the adverse impact of political uncertainty on LIE is less pronounced. Last, we document that after hiring more labour, firms receive tangible and intangible benefits in terms of receiving more loans, collect more government subsidies, and able to re-establish some political connection but at the cost of lower performance.     

Disproportionate insider control and firm performance

The effect of disproportionate insider control on firm performance is ambiguous. Disproportionate control may enhance insiders’ ability to expropriate perquisites; on the other hand, it may provide stability of management and reduce short‐term market pressures. Using a hand‐collected sample of U.S. dual‐class firms, we find that disproportionate control is positively associated with accounting‐based performance, but negatively associated with Tobin's Q. These results are consistent with the incentives of entrenched insiders who are interested in profitability but less beholden to capital markets.     

管理防御视域下的管理者特征与公司业绩研究

在信息不对称和契约不完备的情况下,自利管理者与股东之间的利益冲突,引发管理者固守职位并最大化自身效用的管理防御行为。通过选择管理者年龄、管理者任期、管理者学历、管理者持股比例和管理者薪酬等特征变量,选取2003-2008年间6年连续上市的A股上市公司面板数据,从管理防御视角考察管理者特征与公司业绩的相关性。研究表明管理者年龄、管理者学历和管理者薪酬与公司业绩显著正相关,管理者任期与业绩显著负相关,管理者持股对业绩有负面影响。