The influence of firm and executive characteristics on performance-vested stock option grants

Motivated by the considerable changes over the last two decades in the form and composition of executive remuneration schemes and the increasing use of performance-vested stock options (PVSOs), this study examines the determinants of PVSO grants. Using data on 4193 executive-year observations of 1373 executive directors in 243 FTSE 350 non-financial companies from 1999 to 2004, I examine the factors that influence PVSO grants at both the firm and the executive level. While controlling for unobservable industry, firm, and executive level fixed effects, the evidence shows that the PVSO grants awarded to individual executives are associated with observable features of corporate governance and indicators of managerial power. More specifically, the results support the following statements: (1) good corporate governance structures facilitate the use of PVSO plans; (2) the proportion of PVSO grants in the total compensation package is smaller for top mangers with more controlling power; (3) PVSO plans are less frequently used to compensate managers who are approaching their retirement and/or have a large equity stake in the firm; (4) relative to non-CEO executives, CEOs are more likely to be rewarded with PVSOs.     

Internal vs External Financing of R&D

The empirical evidence suggests that while small firms in United States, United Kingdom and Canada rely on internal funds for financing R&D, similar firms in Japan, Germany and France have access to bank loans. In this paper, we analyze the financial decisions of small firms willing to invest in R&D. We find that their high ratio of intangible assets, along with the high risk nature of their investments, can explain their inability to raise debt in external capital markets. We also show that financing R&D with bank loans might be feasible, especially, if banks are willing to monitor the investment activities of their clients.     

The Role of Executive Stock Options in On‐Market Share Buybacks*

The increasing use of on‐market buyback programs in Australia may not be fully explained by the typical motivations of information signaling and free cash flows offered by previous researchers. For some firms at least, management may believe the shares are overvalued. It is in this context that we examine whether managers of firms with high levels of executive stock options have an incentive to initiate buyback programs. It has been argued that managers may be motivated to undertake on‐market buyback programs in order to neutralize the dilution of earnings per share caused by their stock options, rather than for signaling purposes. Our findings are consistent with this argument because we find that the higher the proportion of executive stock options outstanding the more likely it is for firms to undertake larger on‐market buyback programs. Overall our results indicate that the existence of executive stock options influences managers' decision to implement on‐market buyback programs but that it is not the only factor that managers take into consideration.     

Corporate Governance Reform and CEO Compensation: Intended and Unintended Consequences

Recent scandals allegedly linked to CEO compensation have brought executive compensation and perquisites to the forefront of debate about constraining executive compensation and reforming the associated corporate governance structure. We briefly describe the structure of executive compensation, and the agency theory framework that has commonly been used to conceptualize executives acting on behalf of shareholders. We detail some criticisms of executive compensation and associated ethical issues, and then discuss what previous research suggests are likely intended and unintended consequences of some widely proposed executive compensation reforms. We explicitly discuss the following recommendations for reform: require greater independence of compensation committees, require executives to hold equity in the corporation, require greater disclosure of executive compensation, increase institutional investor involvement in corporate governance (including executive compensation), and require firms to expense stock options on their income statements. We provide a brief summary discussion of ethical issues related to executive compensation, and describe possible future research.     

Bank Work Experience Versus Political Connections: Which Matters for Bank Loan Financing?

This paper examines how bank lending decisions are affected either by executives’ connections with banks, through their former banking experience, or by their political connections with governments, using a sample of bank loans granted to Chinese listed non‐state‐owned enterprises (SOEs) from 2003 to 2010. We find that bank loans are more closely related to profitability for firms with bank connections, while firms’ political connections weaken this relationship. We further find that the influence of bank connections is more significant for firms from less supported industries or less developed regions. Furthermore, firms with bank connections are less likely to become financially distressed after the initiation of their bank loans and experience higher future stock returns, while firms with political connections experience the opposite outcome. Overall, our results indicate that in the context of a relationship‐based economy like China, firms’ connections with banks create value by alleviating information asymmetry and improving banks’ lending decisions, while political connections result in capital misallocation and subsequent deterioration in performance.     

Executive Compensation and Earnings Persistence

Governing boards utilize executive compensation contracts in an attempt to align executive actions with corporate goals. The objective is to ensure that executive performance provides value to the organization in terms of successful outcomes. A key performance criteria typically specified in CEO compensation contracts is earnings targets. However, using earnings as a performance evaluation may be problematic because some firms exhibit robust and sustained earnings over time (high earnings persistence), and other firms, such as high growth oriented firms, exhibit weak or sometimes negative earnings over time (low earnings persistence). Our study reveals that the effect of high earnings persistence results in firms that focus more heavily on cash compensation (salary and bonus) rather than on equity compensation (stock options, etc.) to compensate executive performance. Additionally, for firms characterized by low earnings persistence, our study indicates that cash flows from operations act as a supplementary performance measure to accounting earnings, and become increasingly important as a means to justify executive cash compensation.     

Corporate spinoffs and executive compensation

This paper investigates the impact of corporate spinoffs on executive compensation. We find no significant association between executive compensation and stock returns prior to spinoffs, but a significant positive association between the two afterwards. We also find evidence that corporate governance generally improves after the spinoff. In addition, the positive association between executive compensation and stock returns is more pronounced for firms with greater improvements in their corporate governance. Overall, our findings support the notion that spinoffs create value by reducing agency costs.     

Are Stock Options Grants to CEOs of Stagnant Firms Fair and Justified?

Prior research has examined several ethical questions related to executive compensation. The issues that have received most attention are whether executives’ pay is fair and justified by performance. Since more recent studies show that stock options grants constitute the single largest component in executive compensation, we examine the relations of these grants to economic determinants and corporate governance for firms in the stagnant stage of their lifecycle. We find that, on average, stock options grants comprise a significant portion of annual CEO compensation (26.4%) for stagnant firms. We also find that economic (corporate governance) factors explain less (or more) of the cross-sectional variation in stock options grants for stagnant firms than for growth firms. Furthermore, we document lower pay-performance sensitivity (i.e., weaker incentive alignment) and no improvement in future firm performance from past stock options grants to CEOs of stagnant firms. In particular, our study provides empirical evidence on some inefficiencies associated with stock options grants to CEOs of low potential (stagnant) firms, a long-standing concern of business ethics researchers (Moriarty, 2005; Nichols and Subramaniam, 2001; Perel, 2003). Our results also provide support for the corporate governance reforms discussed in Matsumura and Shin (2005), especially those proposed provisions that curtail the power of CEOs in the governance of firms.     

高管的银行背景、所有权性质与企业现金持有决策

本文分析高管的银行背景是否影响企业现金持有决策,以及这种影响在国有企业和民营企业之间是否存在显著差异。基于中国非金融类上市公司2003－2013年的数据,检验发现,那些聘请具有银行背景的人士担任高管的企业具有显著更低的现金持有水平和更快的现金持有调整速度。相对于国有企业,高管银行背景对企业现金持有决策的影响在民营企业显著更强。上述研究结论有助于揭示社会资本在促进企业发展中的具体运行机制,为上市公司做出更优的现金持有决策具有重要的启示意义。     

The impact of managerial ability on crisis-period corporate investment

In this study, we document a strong positive relation between pre-crisis managerial ability and corporate investment during the crisis period, which remains robust in the presence of a large array of control variables capturing corporate governance attributes, executive compensation incentives and CEO characteristics. This relationship was prevalent only among firms with CEOs that had general managerial skills, rather than firm-specific skills. Our results also show that the positive relationship between managerial ability and corporate investment was supported by the capacity of such firms to secure greater financing and be less vulnerable to financial constraints during the crisis. Finally, we find that, on average, the stock market evaluates crisis-period investments positively, yet this effect is evident solely among firms characterized by high pre-crisis managerial ability. Overall, the results are consistent with the view that high managerial ability helps to mitigate underinvestment problems during a crisis which in turn increases firm value.     

Management commitment to innovation and esop stock concentration

The separation of ownership and control can lead to managerial entrenchment and a convergence of decision making and decision control. Decision-making refers to management's authority to make strategic and operating decisions while decision control refers to the ratification and monitoring of management decisions. Managers that possess decision control may behave in a risk-reducing manner relative to the behavior of owner managers because of management's desire to maximize job security Amihud and Lev 1981, McEachern 1975. For example, the managers of such firms may choose to diversify the firm into a wide variety of industries in an attempt to smooth revenues and earnings and avoid a series of peaks and valleys in the company's financial performance. These managers may believe that stable earnings will be viewed positively by shareholders and should help lessen the risk of stockholder action to replace upper-level management. Managers that possess both decision-making and decision-control capabilities may pursue a variety of risk-reducing strategies in addition to broad diversification.The existence of large outside investors has been shown to result in management becoming less risk-averse; management is more willing to adopt a wide range of strategies that present greater risk, but offer greater returns to shareholders. Hill and Snell (1988) found a significant, positive correlation between stock concentration and R&D intensity, indicating that large outside beneficial owners or dominant stockholders can influence management to pursue higher risk-higher return strategies. R&D intensity is used as a proxy for innovation and is generally operationalized as a firm's industry-adjusted R&D expenditures as a percentage of its sales. Findings of other studies also suggest that large investors are associated with decreased risk aversion by management. When controlling for the effects of time, previous R&D spending, liquidity, market share, diversification, market concentration, industry, and leverage, Hansen and Hill (1992) found a mild positive correlation between institutional stock concentration and R&D spending.This paper examines management's ability to utilize employee stock ownership plans (ESOPs) to facilitate managerial decision control or the capability to ratify and monitor decisions and subsequently adopt greater risk-reducing behavior. It is possible that management may adopt an ESOP to enhance entrenchment by placing a large block of the company's shares under the control of company managers and employees that are under the supervision of management. As a result, some ESOPs may not be effective alignment mechanisms since participants may find it difficult to organize a vote against management proposals or generate adequate enthusiasm and momentum to replace top-level managers. The paper anticipates that a positive relationship exists between the degree of ESOP stock concentration and the reduced risk-taking behavior of management. Specifically, the study argues that as ESOP stock concentration increases, management will likely behave in a risk-reducing manner and decrease its commitment to innovation, as measured by R&D intensity.Employee stock ownership plans (ESOPs) are qualified retirement plans under the Employee Retirement Income Security Act of 1974 (ERISA) and are treated similarly under the Act to other qualified pension plans with the exception of portfolio diversification. Employee stock ownership plans consist only of shares of the employer's stock and the performance of an ESOP-based retirement fund hinges with the market performance of that single stock. An agency theory framework would suggest that ESOPs that control large blocks of outstanding shares have an effect on management similar to that of other large investors and act to encourage management to craft and implement strategies that will yield superior financial and market performance. As ESOP stock concentration increases, agency theory proposes that ESOP participants would readily act to protect their interests and the interests of other shareholders. However, some previous research suggests that large ESOPs are not alignment mechanisms, but further entrench current management into their positions.Gordon and Pound (1990) found that management can use large ESOPs to increase effective insider ownership to protect against unwanted changes in corporate control. The authors suggested that ESOPs were less effective than other types of large investors at monitoring management decisions since ESOPs are unilaterally undertaken by management, ESOP shares are held only by incumbent managerial and non-managerial employees, and ESOP trustees are frequently appointed by management. The market has been shown to view an ESOP as a management entrenchment mechanism when the ESOP was adopted as a possible takeover defense Chang 1990, Dhillon and Ramirez 1994. The market reacts more favorably to an ESOP adoption when other large outside shareholders are present who have the capability to offset the influence of inefficient managers who might choose to use the ESOP to further entrench themselves into their positions (Park and Song 1995).The results of this study find that after the implementation of an ESOP, R&D intensity decreases as ESOP stock concentration increases. A significant negative relationship exists between ESOP stock concentration and change in industry-adjusted R&D intensity at the 0.05 level when controlling for firm size and change in profitability. The sample included firms where ESOP stock concentration represented as little as 3% of the employer's outstanding shares and as much as 67% of all outstanding employer stock. The sampled firms with the greatest ESOP stock concentration were associated with the greatest decreases in industry-adjusted R&D intensity after the implementation of the ESOP. The results suggest that management of high ESOP stock concentration firms became more risk-averse in regard to commitment to innovation after implementation of the ESOP.Agency theory adequately explains the effect of large outside stockholders on management's choice of strategy. Hill and Snell (1988) and Hansen and Hill (1992) have found that as stock concentration increases, incentive alignment becomes increasingly likely. The independent nature of large outside blockholders contributes to a separation of decision making from decision control, a reduction in agency costs, and a minimization of managerial risk-reducing behavior. As highly independent blockholder size decreases, decision making and decision control converge, and management entrenchment is more probable.Agency theory fails to adequately explain the effect of employee stock ownership on managerial risk-reducing behavior. Employee stock ownership does have the capability to align shareholder and employee interests under the proper conditions. However, ESOPs lack independence from managerial influence and are much less likely than outside institutional investors to monitor management decision-making and pressure management to adopt strategies that incorporate greater risk and an opportunity for greater returns. The study found that increased ESOP stock concentration was associated with greater managerial risk-reducing behavior. The results suggest that agency effects are more likely in firms with modest ESOP stock concentration since the ESOP does provide incentives for an alignment of interests, but does not provide management with a mechanism to block the actions of other large blockholders. ESOPs with higher levels of stock concentration are likely to facilitate management entrenchment by preventing some large percentage of shares from aligning with other large shareholders to challenge management decision-making. If other investors lack the capability to put full pressure on management, the monitoring and ratification of management decisions has been yielded to management. Therefore, a managerial entrenchment hypothesis is better suited than agency theory in explaining the effect of large ESOPs on management's risk-reducing behavior.     

Labor-Friendly Corporate Practices: Is What is Good for Employees Good for Shareholders?

As corporate managers interact with non-shareholder stakeholders, potential tradeoffs emerge and questions arise as to how these interactions impact shareholder value. We argue that this shareholder–stakeholder debate is an important issue within the overall corporate governance and corporate policy domain and examine one such stakeholder group – employees – by studying labor-friendly corporate practices. We find that announcements of labor-friendly policies are associated with positive abnormal stock returns. Labor-friendly firms also outperform otherwise similar firms, both in terms of long-run stock market returns and operating results. In addition, we find that the probability and benefits of labor-friendliness increase with the demand for highly skilled labor. Our analysis of excess executive compensation suggests that top management derives no pecuniary benefits from labor-friendly practices. We interpret our results as consistent with a genuine concern for employees translating into higher productivity and profitability, which in turn facilitate value creation. It appears that the benefits of labor-friendly practices significantly outweigh the costs and that what is good for employees is good for shareholders.     

The Effects of Compensation Structures and Monetary Rewards on Managers’ Decisions to Blow the Whistle

Recent research indicates that compensation structure can be used by firms to discourage their employees from whistleblowing. We extend the ethics literature by examining how compensation structures and financial rewards work together to influence managers’ decisions to blow the whistle. Results from an experiment indicate that compensation with restricted stock, relative to stock payments that lack restrictions, can enhance the likelihood that managers will blow the whistle when large rewards are available. However, restricted stock can also threaten the effectiveness of whistleblowing systems without the presence of large financial rewards for whistleblowing. Thus, the large potential rewards for whistleblowing enacted by the Dodd–Frank Act appear timely as firms are moving toward compensation agreements that include greater proportions of restricted stock.     

Legal and Institutional Determinants of Factoring in SMEs: Empirical Analysis across 25 European Countries

Weak protection of the rights of financiers intensifies agency problems in SME financing, inhibiting the optimal provision of credit necessary to grow and innovate. We use a survey data set of 4,348 SMEs from 25 European countries to analyze whether the use of factoring as a form of SME financing is less dependent on low quality of laws and institutions. We do so analyzing whether the use of factoring by SMEs differs across countries due to differences in the legal protection of creditors. Our findings indicate that firms operating in countries with legal environments that weakly protect the rights of creditors, with political instability or high enforcement costs, are more likely to use factoring. Managers of riskier and opaque companies operating in such inefficient environments can use the results of this study to better understand that there are suitable options to complement bank financing. Managers who seek loans can use the results to diversify their financing structure through the use of factoring. Since factoring can be used as a complement to bank loans or as a substitute for bank financing, it is important that policy makers take our results into account when revising policies concerning access to external financing.     

Do bank loans still convey information to investors? Evidence from the split share structure reform in China

Bank loans can convey information about the borrowing firms that have proper corporate governance systems. Using a sample of bank loan announcements in China, we find that the market reaction is positive after the split share structure reform in 2005, which aligns the interests of large shareholders and minority shareholders, government and public investors, and alleviates their tunneling incentives. We also find that this effect is more pronounced for private firms as the reform mainly enhances corporate governance for private firms. The signaling role of bank loans is less pronounced for firms with less severe information asymmetry after the reform, e.g. higher shareholdings of mutual funds and higher proportion of independent directors. Related party transactions decrease when they obtain bank loans after the reform, which reflects the alleviation of tunneling after the reform.     

Relationship lending and SME financing in the continental European bank-based system

This paper analyzes the relationship between banks and SMEs in the continental European bank-based system. We find that SMEs with longer bank relationships have enhanced access to loans, but at the same time they bear a higher cost for their debt. We also find that firms maintaining two bank relationships get the cheapest debt, which establishes a limit for the degree of concentration of bank relationships. Our results also show that the existence of trust between firm and bank improves access to financing and reduces the borrowing costs, whereas it increases the likelihood that guarantees will have to be provided. As a consequence, it seems that a relationship based on trust is a better strategy to improve SMEs’ access to finance than the establishment of longer or more concentrated relationships.     

金融担保市场特征与运营环境对策分析

中小企业融资担保体系的主要功能之一就是增加中小企业信用,使部分信用等级较低的中小企业获得商业银行的贷款或其他贷款,进而达到提升金融市场效率、改善信贷配给、解决中小企业融资难的问题。提高金融担保机构的担保能力、发展融资渠道多样化的金融市场、尽快完善统一的征信制度、建立补偿机制是提升我国金融担保机构体系运作效率的关键。     

The Effects of Ownership Structure on Corporate Financing Decisions: Evidence from Stock Market Liberalization

We analyze the impact of firm‐specific stock market liberalization events on the capital structure and debt maturity decisions of firms from emerging market economies. We differentiate between firms based on their ownership structures at the time of liberalization and analyze their post‐liberalization behavior regarding corporate financing decisions. Our empirical results show that single–class‐share firms (typically with stronger corporate governance and better information environments) respond differently to their dual–class‐share counterparts. Liberalization results in lower debt reliance for the former group while the latter lengthen the maturity of their debt portfolios. Jel Classification: F30; G15; G32.     

融资结构对公司绩效影响的实证研究——基于内蒙古上市公司面板数据的分析

融资结构直接影响企业的税收情况、财务政策,它对企业融资成本产生影响．进而影响企业的治理结构和代理人行为,并最终影响企业的整体经营绩效。通过对15家内蒙古上市公司2003年至2011年的融资结构对公司绩效的影响所进行的实证分析结果显示：内蒙古上市公司股权集中度、银行借款、长期负债和短期负债均与公司绩效呈负相关,流通股数、商业信用和应付债券与公司绩效没有显著关系。针对实证研究的结论及内蒙古上市公司存在的一些问题,应通过优化股权结构、大力发展债券市场、完善退市机制和破产机制、充分发挥银行监督作用等措施,促进融资结构的优化,提高企业经营绩效。