Separation of Ownership from Control and Acquiring Firm Performance: The Case of Family Ownership in Canada

Abstract:   This study investigates the relationship between ownership structure and acquiring firm performance. A large proportion of Canadian public companies have controlling shareholders (families) that often exercise control over voting rights while holding a small fraction of the cash flow rights. This is achieved through the concurrent use of dual class voting shares and stock pyramids. Many suggest that these ownership structures involve larger agency costs than those imposed by dispersed ownership structures and that they distort corporate decisions with respect to investment choices such as acquisitions. We find that average acquiring firm announcement period abnormal returns for our sample of 327 Canadian transactions are positive over the 1998–2002 period. Cash deals, acquisitions of unlisted targets and cross‐border deals have a positive impact on value creation. Governance mechanisms (outside block‐holders, unrelated directors and small board size) also have a positive influence on the acquiring firm performance. Further, the positive abnormal returns are greater for family firms. We do not find that separation of ownership and control has a negative impact on performance. These results suggest that, contrary to other jurisdictions offering poor minority shareholder protection or poor corporate governance, separation of control and ownership is not viewed as leading to value destroying mergers and acquisitions, i.e., market participants do not perceive families as using M&A to obtain private benefits at the expense of minority shareholders. We do find a non‐monotonic relationship between ownership level and acquiring firm abnormal returns. Ownership of a majority of the cash flow rights has a negative impact on announcement returns. This is consistent with the view that large shareholders may undertake less risky projects as their wealth invested in the firm increases.     

CEO Power and Firm Performance under Pressure

Are powerful chief executive officers (CEOs) more effective in responding to pressure from the economic environment? Concentrating decision‐making power may facilitate rapid decision making; however, the quality of decision making may be compromised, with severe consequences for the firm if a powerful CEO is less likely to receive independent advice or to have her decisions scrutinized. We empirically investigate the performance of firms with powerful CEOs when industry conditions deteriorate. We focus on industry downturns as these represent an exogenous shock to a firm's environment and on settings in which CEO power and access to quality information is likely more consequential: innovative firms, firms with relatively little related‐industry board expertise, firms operating in competitive industries, and firms operating in industries characterized by relatively greater managerial discretion. In each of these settings we find powerful CEOs perform significantly worse than other CEOs, suggesting contexts in which centralized decision making is potentially of greater concern.     

Employee Layoffs, Shareholder Wealth and Firm Performance: Evidence from the UK

Abstract:  We examine the financial performance of UK listed companies surrounding the announcement of permanent employee layoffs. We find that poor operating and stock price performance, increased gearing, and threats from external markets for corporate control precede employee layoffs. Layoff announcements elicit a significantly negative stock price reaction, which is driven by announcements that are reactive to poor financial conditions. We also find that layoffs result in significant increases in employee productivity and corporate focus. We conclude that layoffs represent an efficient response to poor financial conditions, but that their occurrence is strongly dependent on pressure from external control markets.     

Firm Performance and CEO Reputation Costs: New Evidence from the Venezuelan Banking Crisis

When searching for outside directors, the performance of the candidate as a manager of other firms is important. Using a sample of Venezuelan banks during a systemic crisis, we find that the outside directorships of chief executive officers (CEOs) are negatively affected by banks' performances, measured by their default risk. Our results suggest that a CEOs' personal monitoring talents are what is being purchased when CEOs are appointed as outside directors. In addition, the negative effect of firms' performances on their CEOs' reputations is significantly stronger in an emerging market, suggesting that CEO reputation helps to control for managerial agency costs when other governance mechanisms are absent. The size of the bank has a positive effect on CEO reputation, which partially offsets the negative reputation effect of the bank risk.     

CEO任期与企业资本投资

本文基于管理者在一定约束条件下追求自身利益最大化的逻辑思路,分析管理者任期与企业资本投资之间的关系,重点检验我国上市公司CEO的既有任期和预期任期对企业投资水平和投资效率的影响。研究结果发现,在管理者任期与投资水平的关系上,国有企业与非国有企业表现一致:CEO的既有任期越长,企业的投资水平越高;CEO的预期任期越短,企业的投资水平越低。在管理者任期与投资效率的关系上,国有企业与非国有企业表现不同:非国有企业的过度投资程度与CEO的既有任期及预期任期无关,而国有企业CEO的既有任期越长,过度投资问题越严重;CEO的预期任期越短,过度投资问题越能得到缓解。     

Wealth Effects of Acquiring Financially Distressed Firms

The purpose of the present research is to study target and acquirer shareholder wealth effects of acquisition announcements in which the target is financially distressed. The abnormal returns and the dollar abnormal gains to both the target and acquiring firms are examined according to whether the mode of acquisition is a merger or a tender offer. A regression analysis is also undertaken to examine the importance of the mode of acquisition, an industry effect, and tax variables in determining the abnormal dollar gains in acquisitions of financially distressed targets.     

Corporate Financial Control Mechanisms and Firm Performance: The Case of Value-Based Management Systems

Abstract:  We examine the performance of 84 firms that adopt value-based management (VBM) systems during the period 1984-1997. The typical firm significantly improves matched-firm-adjusted residual income after adopting VBM. This improvement persists for the five post-adoption years studied. After controlling for possible sample bias, we find that large firms show less improvement than small firms. We find a negative relation between tying compensation to VBM and post-adoption performance. We also find that firms reduce capital expenditures following VBM adoption, but that the reductions in spending do not differ based on the firms' growth opportunities. Overall, the evidence suggests that VBM improves economic performance and the efficient use of capital.     

CEO薪酬与企业业绩互动效应的实证检验

本文利用逐步回归和路径分析方法 ,检验了我国上市公司CEO薪酬的激励制约机制和激励制约效果。结果发现 :(1)决定CEO薪酬增长的因素主要是营业利润率变动 ,决定CEO薪酬下降的因素则主要是总资产净利率变动 ,这表明在我国上市公司的CEO薪酬层面已体现了一定的激励制约机制 ;(2 )增加CEO薪酬对提高企业的规模和股东财富均有一定的促进作用 ,但降低CEO薪酬却不仅不能提高企业规模和股东财富 ,反而会对其产生一定的负面影响 ,这不仅说明CEO薪酬也具有“工资刚性”特征 ,而且说明我国上市公司的CEO薪酬也仅有单方面的激励效果 ,而没有预期的制约效果 ;(3)无论是增加或降低CEO薪酬 ,CEO均不存在盈余管理或利润操纵的机会主义行为 ,这表明CEO进行盈余管理或利润操纵的动机不应该是为了增加其公开性薪酬 ,而应该是居于除公开性薪酬以外的其他目的。     

Stockholder and Bondholder Wealth Effects of CEO Incentive Grants

We examine stock and bond price reactions to CEOs’ first stock option and/or restricted stock grants that appear on ExecuComp. We find positive stock price and negative bond price reactions. Changes in CEO pay-performance (delta) and stock volatility (vega) sensitivities relate to the reactions. Stock reactions decrease with the change in delta and increase with the change in vega. Bond reactions are the opposite and depend on the CEO's prior equity ownership. Stockholder and bondholder wealth effects are negatively correlated for grants that cause a large change in the vega of CEO wealth, consistent with aggravated risk-shifting incentives.     

Firm Competition and CEO Turnover: Evidence from US Railroad Deregulation

In this article, I examine how changes in the competitive environment of firms affect matches between chief executive officers (CEOs) and firms. I exploit the 1980 Staggers Rail Act, which drastically deregulated the freight railroad industry, as a source of arguably exogenous variation in the operating environment. Using hand‐collected data, I obtain three main findings: first, CEO turnover rates increase; second, relative to utility firms, railroad CEOs have more business education and show broader work experience after deregulation; and third, firm performance leads to CEO turnover only during the regulated period.     

Dividend Imputation and Shareholder Wealth: The Case of New Zealand

On April 1, 1988, New Zealand stopped the double taxation of dividends by implementing a full dividend imputation program. Because many believed that the tax advantage of debt had led to more highly leveraged firms subject to greater financial risk than was socially optimal, it was hoped the removal of incentives to finance with debt would result in a more efficient allocation of capital. The empirical results suggest that the shareholder wealth gain from dividend imputation was more than offset in firms with large debt levels. Moreover, an examination of debt ratios indicates debt levels declined in the post–imputation period.     

The Effect of Overconfidence on the Sensitivity of CEO Wealth to Equity Risk

Recent theory predicts that shareholders provide overconfident managers with weaker risk-taking incentives. We test this prediction using a sample of bank CEOs over the period 1993–2002. We classify a CEO as overconfident if he is more often characterized as confident than as cautious in press. Consistent with theory, we find that the sensitivity of CEO wealth to equity risk is lower for overconfident CEOs. Our finding suggests that shareholders know whether a CEO is overconfident, and take that into account when designing the compensation contract for the CEO.     

The Reverse LBO Decision and Firm Performance: Theory and Evidence

We investigate the transition from private to public ownership of companies that had previously been subject to leveraged buyouts (LBOs). We show that the information asymmetry problem firms face when they go to public markets for equity, as well as behavioral and debt overhang effects, will produce a pattern in which superior performance before an offering should be expected, with disappointing performance subsequently. We find empirical evidence of this phenomenon by studying 62 reverse LBOs that went public between 1983 and 1987. The market appears to anticipate this pattern.     

Not Every Kind of Outward FDI Increases Parent Firm Performance: The Case of New EU Member States

Using a large firm-level dataset we investigate what kind of firms from new EU member states from Central and Eastern Europe (CEECs) tend to invest abroad (testing of self-selection hypothesis), and what is the impact of outward FDI on their productivity (testing of learning-by-investing hypothesis). We find that the best firms tend to self-select into outward FDI. There is also a positive effect of outward FDI on productivity growth of investing firms from CEECs, the strongest being in the case of Estonia, Romania, Czech Republic, and Slovakia. The positive impact of becoming a first-time foreign investor is relatively long lasting, but comes into effect only in investments in Western European or other CEECs and in the case of manufacturing subsidiaries.     

Earnings and Impression Management in Financial Reports: The Case of CEO Changes

This article examines earnings management, as well as the presentational format of graphs (impression management) in the financial reports of sixty-three Australian listed public companies that changed chief executive officers (CEOs). Prior U.S. evidence generally suggests downward earnings management in the year of senior management changes and upward earnings management in the following year (Pourciau, 1993). We argue that new managers not only have incentives to manage earnings but also have similar incentives to manipulate the impressions created by graphs in financial reports. Examining earnings and impression management at the same time also provides an opportunity to distinguish between alternative explanations for any observed earnings management. In the year of CEO change, we hypothesize and find evidence of downward earnings management and some limited evidence of unfavourable impression management of the key financial variables (KFVs) graphed. As posited, we find evidence of upward earnings management and some evidence of favourable impression management in the year after a CEO change. These results are strongest for the subsample in which the CEO change was prompted by a resignation rather than a retirement.     

企业业绩组合业绩差异与季报披露的时间选择--管理层信息披露的组合动机与信息操作

本文主要考察企业业绩组合、业绩差异与季报披露的时间选择之间的关系以及季报披露时间的信息内涵。实证研究显示,上年年报和一季度季报均为“好消息”,一季度每股收益、净资产收益率和主营业务利润率高的上市公司季报披露时间间隔大;上年年报为“好消息”而一季度季报为“坏消息”,上年年报为“坏消息”而一季度季报为“好消息”,上年年报和一季度季报均为“坏消息”,一季度每股收益比上年度高的上市公司季报披露时间间隔小。这可能是由于一季度季报和上年年报均要求在4月30日之前披露的特殊性,上市公司管理层在信息披露的过程中可能存在组合动机与信息操作行为,一季度季报披露的时间选择可能关键取决于上年年报和一季度季报披露的“好消息”或“坏消息”带来的积极影响或消极影响的组合与权衡。     

Rank-Order Tournaments and Incentive Alignment: The Effect on Firm Performance

We investigate simultaneously the impact of promotion-based tournament incentives for VPs and equity-based (alignment) incentives for VPs and the chief executive officer (CEO) on firm performance. We find that tournament incentives, as measured by the pay differential between the CEO and VPs, relate positively to firm performance. The relation is more positive when the CEO nears retirement and less positive when the firm has a new CEO, and weakens further when the new CEO is an outsider. Our analysis is robust to corrections for endogeneity of all our incentive measures and to several alternative measures of tournament incentives and firm performance.     

CEO Turnover and Relative Performance Evaluation

This paper shows that CEOs are fired after bad firm performance caused by factors beyond their control. Standard economic theory predicts that corporate boards filter out exogenous industry and market shocks from firm performance before deciding on CEO retention. Using a hand‐collected sample of 3,365 CEO turnovers from 1993 to 2009, we document that CEOs are significantly more likely to be dismissed from their jobs after bad industry and, to a lesser extent, after bad market performance. A decline in industry performance from the 90^th to the 10^th percentile doubles the probability of a forced CEO turnover.