The Cadbury Committee, Corporate Performance, and Top Management Turnover

In 1992, the Cadbury Committee issued the Code of Best Practice which recommends that boards of U.K. corporations include at least three outside directors and that the positions of chairman and CEO be held by different individuals. The underlying presumption was that these recommendations would lead to improved board oversight. We empirically analyze the relationship between CEO turnover and corporate performance. CEO turnover increased following issuance of the Code ; the negative relationship between CEO turnover and performance became stronger following the Code 's issuance; and the increase in sensitivity of turnover to performance was concentrated among firms that adopted the Code .     

Leverage and Corporate Performance: Evidence from Unsuccessful Takeovers

This paper finds that, on average, targets that terminate takeover offers significantly increase their leverage ratios. Targets that increase their leverage ratios the most reduce capital expenditures, sell assets, reduce employment, increase focus, and realize cash flows and share prices that outperform their benchmarks in the five years following the failed takeover. Our evidence suggests that leverage-increasing targets act in the interests of shareholders when they terminate takeover offers and that higher leverage helps firms remain independent not because it entrenches managers, but because it commits managers to making the improvements that would be made by potential raiders.     

Corporate Performance,Corporate Governance and Top Executive Turnover in Finland

This paper empirically investigates how corporate governance forces and firm performance affect top executive turnover in Finnish listed companies. I document an increase in CEO, top management, and board turnover in response to poor stock price performance and operating losses. The sensitivity of the relation between stock price performance and CEO turnover is significantly higher in firms with a two‐tier board structure (when the CEO is not the chairman), but significantly lower when the CEO or a board member is the controlling shareholder. These results suggest that both the ownership structure and the board design have implications for the disciplining of managers.     

Postbankruptcy Performance and Management Turnover

This article examines the performance of 197 public companies that emerged from Chapter 11. Over 40 percent of the sample firms continue to experience operating losses in the three years following bankruptcy; 32 percent reenter bankruptcy or privately restructure their debt. The continued involvement of prebankruptcy management in the restructuring process is strongly associated with poor post-bankruptcy performance. The substantial number of firms emerging from Chapter 11 that are not viable or need further restructuring provides little evidence that the process effectively rehabilitates distressed firms and is consistent with the view that there are economically important biases toward continuation of unprofitable firms.     

Corporate Takeovers: Mode of Payment, Returns and Trading Activity

This paper examines the impact of takeover bids and, in particular, the method of payment to the shareholders of the target firms on the returns, trading activity and bid-ask spreads of target and bidding firms traded on the London Stock Exchange. It suggests that the shareholders of target firms benefit substantially from takeover activity while the shareholders of bidding firms do not suffer. The combined value of the firms engaged in takeover activity increases by a small percentage during the event period. However, the benefit from a takeover announcement to the shareholders of the target firm varies from year to year and has declined in the recent past. The magnitude of excess returns available to the shareholders is also dependent on the mode of payment. Prices of target (bidding) firms increase (decrease) most if the shareholders of the target firms are given an option to receive payment in shares or in cash. The findings also reveal that during the event period trading activity in target and bidding companies increases depending on the form in which payments to shareholders are made. In response to this increased liquidity, the bid-ask spreads of target and bidding firms decline during the event period.     

The Nature of Discipline by Corporate Takeovers

This paper provides a comprehensive examination of the disciplinary role of the corporate takeover market using a sample of U.S. target firms over the period 1979 to 1998. The time period spanned allows a broader study not only of the disciplinary role of the takeover market in general, but also of the interaction between the takeover market and alternative governance mechanisms during the 1980s and 1990s. Overall, our evidence is consistent with the view of the corporate takeover market as a “court of last resort,” that is, it is an external source of discipline that intercedes when internal control mechanisms are relatively weak or ineffective.     

Equity Issuance,CEO Turnover and Corporate Governance

There is substantial evidence on the effect of external market discipline on chief executive turnover decisions in poorly performing companies. In this study we present evidence on the role of institutional monitoring in these decisions through the equity issuance process. We find that firms which undertake equity offerings are associated with an increased rate of forced CEO turnover that is focused on the managers of poorly performing companies. At the same time, equity offerings increase the likelihood of a new CEO being appointed from outside the current management team. We also provide evidence that independent boards are more likely to forcibly remove CEOs from their position, although this is not conditional on poor performance.     

Top Management Incentives and Corporate Performance

There is little agreement about either the effect of executive compensation on corporate performance or the best way to measure the strength of executive incentives. With little guidance from academic research, managers and directors continue to rely heavily on the percentage of pay "at risk" as a proxy for incentive strength.
Starting with the premise that managers, like investors, are motivated by prospective changes in their wealth, this article presents a measure of incentive strength called "wealth leverage" that reflects the sensitivity of an executive's company-related wealth—total stock and option holdings plus the present value of expected future compensation, including future salary, bonus and stock compensation—to changes in shareholder wealth. After estimating top management's wealth leverage at 702 companies, the authors conclude that: 1) the median company has significant wealth leverage; 2) almost all corporate wealth leverage comes from their accumulated stock and option holdings, not from current compensation; and 3) companies with higher wealth leverage significantly outperform their industry competitors.     

Evaluating the Behavioural Performance of Alternative Logit Models: An Application to Corporate Takeovers Research

Abstract:  Econometric models involving a discrete outcome dependent variable abound in the finance and accounting literatures. However, much of the literature to date utilises a basic or standard logit model. Capitalising on recent developments in the discrete choice literature, we examine three advanced (or non-IID) logit models, namely: nested logit, mixed logit and latent class MNL. Using an illustration from corporate takeovers research, we compare the explanatory and predictive performance of each class of advanced model relative to the standard model. We find that in all cases the more advanced logit model structures, which correct for the highly restrictive IID and IIA conditions, provide significantly greater explanatory power than standard logit. Mixed logit and latent class MNL models exhibited the highest overall predictive accuracy on a holdout sample, while the standard logit model performed the worst. Moreover, the analysis of marginal effects of all models indicates that use of advanced models can lead to more insightful and behaviourally meaningful interpretations of the role and influence of explanatory variables and parameter estimates in model estimation. The results of this paper have implications for the use of more optimal logit structures in future research and practice.     

Rationalizable and Coalition Proof Shareholder Tendering Strategies in Corporate Takeovers

This paper determines the set of rational responses by shareholders to unconditional takeover offers at prices between the pre-acquisition and post-acquisition price of the firm. Two cases are considered. In the first case, coordination across shareholders is not presumed. In this case, the game is analyzed using the Rationalizability criteria (Bernheim, 1984). It is demonstrated that the Rationalizable strategy vectors include all pure strategy vectors. In the second case, the set of strategies consistent with coordination through preplay communication, the Coalition Proof Nash Equilibria (Bernheim, Peleg, and Whinston, 1987) are analyzed. It is shown that, given even a minimal degree of divisibility of shareholdings, the raider's per share profit is bounded from below by a positive constant independent of the number of shareholders. These results imply that preplay coordination between shareholders eliminates the free-rider problem.     

Valuation Effects of Short Sale Constraints: the Case of Corporate Takeovers

We examine the relation between the degree of short sale constraints for acquiring firms' equity and post takeover stock performance. We find that negative long‐run abnormal returns appear to decline (in economic and statistical terms) as the extent and persistence of institutional block‐holder ownership increase, after accounting for the size, book‐to‐market and method of payment effects. In the spirit of Miller (1977) , such evidence implies that the degree of short sale constraints serves as an important determinant of acquiring firms' short‐run overpricing. It appears that the presence of concentrated institutional presence mitigates and in most cases eliminates, through effective arbitrage, any short‐run overpricing that may be responsible for the long‐run underperformance of acquirers, preserving in this way efficiency in the takeover markets.     

International Cross-Listing, Firm Performance, and Top Management Turnover: A Test of the Bonding Hypothesis

We examine a primary outcome of corporate governance, namely, the ability to identify and terminate poorly performing CEOs, to test the effectiveness of U.S. investor protections in improving the corporate governance of cross-listed firms. We find that firms from weak investor protection regimes that are cross-listed on a major U.S. Exchange are more likely to terminate poorly performing CEOs than non-cross-listed firms. Cross-listings on exchanges that do not require the adoption of stringent investor protections (OTC, private placements, and London listings) are not associated with a higher propensity to remove poorly performing CEOs.     

国有产权、公司特征与困境公司绩效

尽管众多研究表明国有产权在公司正常经营期间会降低绩效,但一旦陷入财务困境,源于国有产权的预算软约束却可以降低财务困境成本,从而有利于国有公司。本文以1999—2005年期间发生财务困境的上市公司为研究对象,发现在财务困境期间国有产权对公司绩效具有积极影响,并且当公司规模较小或者财务杠杆较高时,这种积极作用更为明显。     

投资替代、非金融企业影子银行化与企业经营绩效

当前,我国经济结构调整且实体经济下行严重,尤其是受到新冠疫情的影响,许多企业将更多的资本投入到影子银行业务中,谋求高额收益.本文的研究以2010-2019年沪深两市A股上市企业为样本,探讨非金融企业影子银行化与固定资产收益率的关系,以及对企业经营绩效产生的影响.结果 表明,固定资产收益率越低,企业影子银行化规模越大,经...     

政府控制、高管更换与公司业绩

本文以我国1997-2008年300家政府控制的上市公司为例,考察了高管更换与公司业绩的关系以及更换前后公司业绩的变化。研究发现,在政府控制的情况下,高管升迁与公司业绩无关,高管非升迁与公司业绩确实存在负相关关系,但是这种负相关关系只是在经济业绩比较低时才显著。此外,高管更换并没有给公司带来积极的财务业绩改进。这表明,在政府控制下,高管更换无论从过程还是从结果上看,都偏离了经济目标。     

The 'Independence' of Expert Opinions in Corporate Takeovers: Agreeing With Directors' Recommendations

Abstract:   The impact of non‐audit services on auditor independence has been the recent focus of regulators worldwide. Using expert reports provided in Australian takeovers, this study investigates a context where the audit independence issue is reversed. As approximately a quarter of expert reports are prepared by the target firm's auditor, concerns have been expressed over the independence of the opinion provided. This paper finds that, relative to other experts, there is no difference in the rate at which experts with other business dealings with the target, including the target's auditor, provide an opinion that agrees with that of directors. However, the capital market reaction around the release of the report indicates that reports produced by auditors are viewed as non‐independent.     

股权结构、股权再融资行为与绩效

我国上市公司一方面在再融资方式的选择上存在着强烈的股权再融资偏好,另一方面却是股权再融资的绩效低下。本文认为我国上市公司特有的股权结构是上市公司过度的股权再融资行为和再融资绩效低下的根本原因,并据此提出了相应的政策建议。     

公司绩效、公司治理与管理者报酬实证研究

本文以中国深、沪两市在2004年上市公司样本作为公司绩效、公司治理与管理者报酬研究对象,从公司绩效、股权结构的安排以及董事会治理三个方面,通过构建最小二乘模型进行多元线性回归,来研究公司内部治理机制对公司管理层报酬的影响。研究结果表明:公司绩效、国有股比例、董事会规模、两职兼任均对管理者报酬产生显著的影响。