RATCHET BONDS: MAXIMUM REFUNDING EFFICIENCY AT MINIMUM TRANSACTION COST

Callable bonds, which are widely used by corporate borrowers to manage interest rate risk, have several major drawbacks. Foremost is the transaction cost of refunding. In addition, poor execution—calling too early or too late—is common, causing a transfer of wealth from shareholders to bondholders.
The Ratchet bond captures the advantages of a callable bond—the ability to lower interest costs when rates decline—while eliminating its undesirable features. If rates fall after issuance, the coupon of a Ratchet bond automatically resets to the yield of a specified Treasury bond plus some fixed spread. The resulting "step-down" cash flow pattern resembles that of a sequence of callable bonds that are refunded to the same original maturity date.
The Tennessee Valley Authority was the first to use this innovative structure. In June 1998, they sold $575 million 6.75%"PARRS" with a 30-year maturity and annual rate resets beginning after five years. Moreover, as this article went to print, TVA announced its intent to sell another large Ratchet issue with features virtually identical to the PARRS described in this article.     

Designing a U.S. Market for CO2

The United States may soon have a market for carbon. If so, that market will grow out of a cap-and-trade system like the EU's Emissions Trading System for CO₂ or the U.S. Acid Rain Program for SO₂.
This article reviews the historical performance of these two markets, with particular focus on how the flexibility afforded by, as well as restrictions on, the "banking" and borrowing of allowances has affected the evolution of prices. While both markets have generally functioned well, four episodes are used to illustrate the importance of designing the rules to encourage such flexibility.
The 2005 opening of the EU CO₂ market was marked by a surprisingly high price, one that resulted from a delay in institutions with long positions in allowances ("longs") bringing supply to the market.
The 2007 close of the first phase produced a sharp divergence between the spot price at the end of 2007 and the futures price for 2008, reflecting the restriction against carrying over (or "banking") allowances from one phase to the next.
The U.S. SO₂ market's transition to a tighter system in 2000 avoided such a divergence by allowing unlimited banking of allowances into the second phase.
In 2005-2006, the U.S. SO₂ market experienced a surprising price spike attributable to a combination of changing fundamentals and institutional features (notably, the tax treatment of "longs") that undermined the flexibility of the bank.     

Harmonization of Accounting in France and Britain: Some Evidence

The European Community's accounting harmonization initiative is intended to create harmonized reporting by Community companies. If the Community's programme is successful, measurement practices in each member state should be such that the same transactions receive broadly comparable treatment irrespective of the country where the accounts are prepared. This study sets out to test whether this is the case in France and Britain and the application of the Fourth Directive, and whether in practice there is any consensus even within each jurisdiction. An empirical test for harmony and uniformity is made by asking accountants within each jurisdiction to compile financial statements from a common set of data.
The results of the test show that in this sample there is relatively little harmony within each national group, let alone between one jurisdiction and another.     

REINVENTING A CORPORATION: THE "SATELLITE" STRUCTURE OF THERMO ELECTRON

Thermo Electron has created a unique–and highly productive—corporate structure by selling to the public minority equity interests in 19 of its business units over the period 1983 to 1996. Since 1983, the company has achieved extraordinary gains for stockholders, both those of the parent company and those of most of its publicly traded subsidiaries.
The company's "satellite" structure is intended to preserve the benefits enjoyed by small entrepreneurial organizations without sacrificing many of the advantages enjoyed by larger firms. Although decentralization is a key element of the organizational design, another important feature of the Thermo Electron approach is that administrative activities unrelated to the focus of the unit's operations continue to be managed at the parent level. The combination of an entrepreneurial atmosphere with the financial and administrative support of a larger organization is used extensively by the company to attract and retain management and technical talent. In fact, the company made the remarkable claim in a 1995 Forbes article that "no developer or entrepreneur has ever left Thermo Electron."
Another major contributor to the company's entrepreneurial culture is an incentive structure that is tied directly to the equity performance of both the public units and the parent. Managers of the publicly traded units are granted significant amounts of stock options, but only 40% of those options are based on the performance of their subsidiary. Of the remaining 60%, 40% are granted in the stock of the parent and the other 20% are in stock of the other subsidiaries.     

Competing Regulatory Agencies With Conflicting Agendas: Setting Standards For Cash Flow Reporting In Australia

Financial accounting regulatory arrangements adopted in most Western countries often involve the participation of (and interactions between) public-sector and private-sector regulatory agencies. The political process associated with the development of accounting rules not only involves the efforts of interested parties seeking to secure the content of rules favourable to their interests but also the behaviours of regulatory agencies as they compete to influence or control the regulatory 'agenda'.
Regulatory agencies develop their own agendas, in light of their own perceived priorities and the regulatory initiatives of other agencies. The placing of an accounting issue on the agenda of one agency may be warmly supported by other agencies or, alternatively, be viewed as a threat to the regulatory ambitions of those other agencies.
This case study reviews the emergence and eventual resolution of an accounting issue that was initially promoted by a government agency in April 1984 but then ultimately developed as a professional accounting standard in December 1991. The study describes the activities of public and private-sector agencies during this eight-year period as they responded to proposals for the introduction of disclosure rules concerning cash flows. Evidence was obtained from public records, documents provided by interest groups, and structured and semi-structured interviews with key participants in the events described.
The analysis is underscored by our understanding of competitive regulatory interactions and formal models for analysing agenda entrance (Cobb et al. 1976). This analysis shows how the profession's standard-setting body was unable to control the global agenda for accounting rule-making as a consequence of the intervention of another body, the Australian Stock Exchange.     

NATIONAL DEFENSE, OIL IMPORTS, AND BIO-ENERGY TECHNOLOGY

Terrorist disruptions of crude oil supplies anywhere in the world now pose a serious threat to the U.S. economy. Price shocks from terrorist acts could have a pervasive negative effect on producer costs and consumer behavior, with the potential to derail the current eco-nomic recovery. The authors pro-pose insulating U.S. energy prices from world price volatility by gradu-ally eliminating imports of crude oil from non-Western Hemisphere sources.
The U.S. now operates with half of its crude supply from offshore sources. As much as half of these imports could be replaced by ex-panded production from projects that have been shelved for political reasons or because prices are cur-rently too low. The remainder could come from an extensive and cur-rently untapped supply of crude oil substitutes, particularly bio-energy sources such as ethanol from corn and switchgrass. These sources would be much less vulnerable to terrorist disruption.
The authors also argue that the expected costs of pursuing a strat-egy of eliminating imports would not be nearly as large as the con-ventional wisdom suggests. Even though crude prices would be some-what higher than current levels, they would also be much more stable, and this price stability would help promote a stronger and more secure economy in the long run.     

ECONOMICS OF CORPORATE GOVERNANCE REFORM

This paper develops three basic economic principles for effective corporate governance: (1) information accuracy and timeliness, (2) management accountability, and (3) auditor independence. Accuracy and timeliness of information is critical to providing market participants with the data necessary to monitor and evaluate managers. Management accountability focuses on strengthening the incentives of managers to act in shareholders' interests and on increasing the likelihood and magnitude of punishment for wrongdoing. Auditor independence reduces the incentives and likelihood that auditors would give managers more leeway to undertake fraudulent or questionable acts.
The author provides a preliminary assessment of how well legislative reforms, such as the Sarbanes-Oxley Act, regulatory changes at the SEC, and private sector responses such as those from self-regulatory organizations like the NYSE and NASDAQ, conform to these economic principles. The paper concludes by commenting on current proposals from the SEC on "shareholder democracy" and emphasizing the importance of balancing private and public regulatory responses.     

CREATING VALUE WITH MERGERS AND ACQUISITIONS

This report addresses two key questions for today's top executives: Do acquisitions create value for acquirers? And under what circumstances have acquisitions created the most value for acquiring shareholders?
The authors' analysis of over 1,500 completed deals by non-financial companies in the United States over the past 12 years shows that, at announcement, acquirers' shareholders suffer small losses, on average, in the short term around the initial deal announcement. Over longer intervals, such as one or two years following the announcement of the transaction, acquirers tend to slightly outperform industry peers.
The average or median market response hides tremendous variability in how the market has reacted to individual deals, however. This article provides evidence that the "right" M&A transaction can create substantial value for acquirers. One-quarter of the transactions lead to market-adjusted gains in excess of 5% for the acquirer and oneeighth of the transactions lead to gains in excess of 10% in the short term. However, some deals have also destroyed substantial shareholder value.
Financing structure is a key driver of the stock market reaction. Stock-financed transactions, on average, have a negative stock market reaction, while cash-financed transactions have benefited acquirers in both the short term as well as the long term.
Acquisitions of private companies or assets and units of public companies have consistently generated higher returns for acquirers than purchases of public companies.
Moreover, EPS dilution is not a major driver of how the stock market reacts to a deal. Although "accretive" deals perform slightly better than "dilutive" ones in the short and long run, the difference is small and not statistically significant. Over the long run, acquiring shareholders have benefited the most from deals within the same industry and that avoid targets with relatively optimistic earnings growth projections.     

Pay Without Performance: Overview of the Issues

In their recent book, Pay Without Performance: The Unfulfilled Promise of Executive Compensation , the authors of this article provided a comprehensive critique of U.S. executive pay practices and the corporate governance processes that produce them, and then offered a number of proposals for improving both pay and governance. This article presents an overview of their analysis and proposals.
The authors' analysis suggests that the pay-setting process in U.S. public companies has strayed far from the economist's model of "arm's-length contracting" between executives and boards in a competitive labor market. In place of this conventional model, which is standard in corporate law as well as economics, the authors argue that managerial power and influence play a major role in shaping executive pay, and in ways that end up imposing significant costs on investors and the economy.
The main concern is not the levels of executive pay, but rather the distortion of incentives caused by compensation practices that fail to tie pay to performance and to limit executives' ability to sell their shares. Also troubling are "the correlation between power and pay, the systematic use of compensation practices that obscure the amount and performance insensitivity of pay, and the showering of gratuitous benefits on departing executives."
To address these problems, the authors propose three kinds of changes:

• 1)

  increases in transparency , accomplished in part by new SEC rules requiring annual corporate disclosure that provides "the dollar value of all forms of compensation" (including "stealth compensation" in the form of pensions and other post-retirement benefits) and an analysis of the relationship between the past year's pay and performance, as well as more timely and informative disclosure of insider stock purchases and sales;

       
  
  

Best Practices in Corporate Governance: What Two Decades of Research Reveals

This report addresses two key questions for today's top executives: Do acquisitions create value for acquirers? And under what circumstances have acquisitions created the most value for acquiring shareholders?
The authors' analysis of over 1,500 completed deals by non-financial companies in the United States over the past 12 years shows that, at announcement, acquirers' shareholders suffer small losses, on average, in the short term around the initial deal announcement. Over longer intervals, such as one or two years following the announcement of the transaction, acquirers tend to slightly outperform industry peers.
The average or median market response hides tremendous variability in how the market has reacted to individual deals, however. This article provides evidence that the "right" M&A transaction can create substantial value for acquirers. One-quarter of the transactions lead to market-adjusted gains in excess of 5% for the acquirer and oneeighth of the transactions lead to gains in excess of 10% in the short term. However, some deals have also destroyed substantial shareholder value.
Financing structure is a key driver of the stock market reaction. Stock-financed transactions, on average, have a negative stock market reaction, while cash-financed transactions have benefited acquirers in both the short term as well as the long term.
Acquisitions of private companies or assets and units of public companies have consistently generated higher returns for acquirers than purchases of public companies.
Moreover, EPS dilution is not a major driver of how the stock market reacts to a deal. Although "accretive" deals perform slightly better than "dilutive" ones in the short and long run, the difference is small and not statistically significant. Over the long run, acquiring shareholders have benefited the most from deals within the same industry and that avoid targets with relatively optimistic earnings growth projections.     

TAKEOVERS, MANAGEMENT REPLACEMENT, AND POST-ACQUISITION OPERATING PERFORMANCE: SOME EVIDENCE FROM THE 1980s

In their study of 197 U.S. takeovers from the 1980s, the authors find that the most important determinant of superior post-merger operating performance is whether the target company's management is replaced or retained. When the target CEO is replaced, the post-merger firm's annual cash flow returns outpace industry standards by 2 to 3%. In contrast, when target top management remains after the merger, operating returns do not exceed industry averages.
The effect of management replacement is even more pronounced in those cases where the industry is consolidating. But, for those takeovers that are followed by significant investment (and thus presumably in growth industries), management replacement does not make a significant difference in post-acquisition performance.     

The Treatment of Non-Recurring Items in the Income Statement and their Consistency with FASB Concept Statements

This study provides evidence on the consistency of Accounting Principles Board Statement No. 30 (APB, 1973) classification criteria with the objectives of the Financial Accounting Standards Board's Concept Statements Nos 1 and 2 (FASB, 1978, 1980). It is hypothesized that the current APB 30 requirement to classify items of a non-recurring nature in the operating section of the income statement decreases the predictive ability of income before extraordinary items. A random sample of 50 firms with non-recurring adjustments to income, which were included in the operating section of the income statement, was selected from Standard and Poor's Corporation Records. Naive models were used to generate earnings per share forecasts for the year in which the adjustment to income occurred, the prior year and subsequent year.
The results indicate a statistically significant decrease in the predictive ability of earnings per share before extraordinary items associated with the year that the adjustment occurred and a significant increase in the variability of earnings per share. Also, differences in predictive ability were noted between small and large firms and firms with positive and negative adjustments to income.
The results of this study also imply that the managers of most firms with negative adjustments to income are not using the adjustments to smooth income for either the purpose of decreasing the variability of earnings or increasing predictability. The results are more consistent with the 'big bath' theory. These conclusions appear to be more relevant for smaller firms than larger firms.     

UNIVERSAL BANKS ARE NOT THE ANSWER TO AMERICA'S CORPORATE GOVERNANCE "PROBLEM": A LOOK AT GERMANY, JAPAN, AND THE U.S.

This article objects to a recent tendency of legal and economic scholars to "romanticize" the corporate governance role of German universal banks and Japanese main banks. There are potential conflicts between banks' interests as lenders and as shareholders that are likely to make banks less-than-ideal monitors for outside shareholders. Citing evidence that Japanese corporate borrowers pay above-market interest rates for their bank financing, Macey and Miller interpret the high interest rates as "rents" earned by Japanese banks on their loan portfolios in exchange for (1) insulating incumbent management of borrower firms from hostile takeover and (2) accepting suboptimal returns on their equity holdings.
The main problems with the German and Japanese systems stem from their failure to produce well-developed capital markets. Concentrated and stable shareholdings reduce the order flow in the market, thereby depriving the market of liquidity. And the lack of capital market liquidity– combined with the intense loyalty of the banks towards incumbent management–removes the ability of outside shareholders to make a credible threat of takeover if managerial performance is substandard.
The problem with American corporate governance–if indeed there is one–is not that hostile takeovers are bad, but that there are not enough of them due to regulatory restrictions and misguided legal policies. While U.S. law should be amended to give banks and other debtholders more power over borrowers in the case of financial distress, encouraging U.S. banks to become large stockholders is not likely to improve corporate efficiency. Strengthening the "voice" of American equity holders by eliminating restrictions on the market for corporate control would be the most effective step in improving firm performance.     

THE CHALLENGE OF MANAGING CREDIT SPREADS: NEW TOOLS ON THE HORIZON

Broadly speaking, "credit spread" is the excess of a bond's yield over the appropriate Treasury rate that is necessary to compensate lenders for the perceived risk of default. In the primary market, credit spreads can significantly increase a corporation's borrowing cost. In the secondary market, the effect of fluctuating spreads is of material concern to investors and traders.
Credit spreads have exhibited considerable volatility in recent years, particularly during the fall of 1998. Although the absolute levels of spreads have ranged widely in recent years, from a few basis points to several hundred depending on rating category, their volatilities have been remarkably similar—about 25 to 39% on an annual basis. In spite of this high volatility, there are currently no cost-effective means of hedging credit spreads.
The recently announced S&P Credit Indices presage a leap forward in credit derivatives. Computed from the prices of selected liquid bonds, these indices can serve as a basis for exchange-traded futures contracts and options—tools that are in great demand for managing credit spread exposure.     

THE VIABLE EVA CENTER (OR, HOW TO SLICE A COMPANY SO IT DOESN'T BLEED)

How a company is sliced, or broken up into divisions of various sorts, has a huge effect on the accountability and hence the behavior of its managers. Senior management faces a tradeoff between delegating authority to subordinates who have the best information for specific decisions, and maintaining authority to avoid parochial behavior that might hurt the organization as a whole. Divisions exist within companies to provide a framework for such delegation. A divisional structure allows decision-making authority to be pushed down along with accountability for results. Thus, how divisions are established is critical to decision-making, motivation, and accountability.
The ultimate test of a well-formed division is a high degree of correspondence between division financial results and financial results for the company as a whole. When an increase in divisional EVA can contribute to a decline in company-wide EVA, this is evidence of a poorly formed division, or what the author calls a "non-viable" EVA center. This article provides a framework for defining a "viable EVA center" as well as three ways of making existing divisions more viable: (1) use of transfer pricing and intrafirm charges; (2) reorganization; and (3) aggregation of divisional results.     

EVIDENCE ON EVA

EVA has attracted considerable attention as an alternative to traditional accounting earnings for use in both valuation and incentive compensation. With a host of consultants now marketing related metrics, numerous claims have been made—most based on anecdotal evidence or in-house studies. This paper summarizes the authors' independent evidence regarding EVA's alleged advantages.
The authors begin by reviewing the theory that links the underlying concept of residual income to shareholder value. Second, they discuss how Stern Stewart modifies residual income to produce its proprietary EVA metric and show how median EVA compares with residual income, net income, and operating cash flows over the period 1988–97. Third, they examine the claim that EVA is more closely associated with stock returns and firm value than is net income. Their evidence indicates that EVA does not dominate net income in associations with stock returns and firm values. Fourth, they examine a second claim that compensation plans based on residual income motivate managers to take actions consistent with increasing shareholder value. Here the evidence (from a study by Wallace) suggests that managers do respond to residual income-based incentives by, for example, increasing asset sales, cutting capital expenditures, repurchasing stock, and producing higher levels of residual income. The authors conclude by arguing that a metric such as EVA can be effective for internal incentive purposes even if it conveys little news to market participants regarding the firm's valuation.     

COMPETITION AND REGULATION IN THE U.K. ELECTRICITY INDUSTRY (WITH A BRIEF LOOK AT CALIFORNIA)

In this article, the U.K.'s Director General of Electricity Supply from 1989 to 1998 assesses the effects of deregulation and competition on the U.K. electricity industry after about a decade. Expansion of existing competitors, new entry, and further restructuring have reduced the aggregate share of the largest two generation companies from nearly 80% to 26%. Efficiency has improved and wholesale prices have fallen after an initial increase. Voluntary bilateral contracts markets are about to replace the mandatory "Pool," with centralised control limited to physically balancing the system and settling contract imbalances. Retail supply competition has been active for large industrial customers since the beginning, and 80% of them now buy from another supplier. The market for residential customers opened in early 1999, and already nearly a quarter of them have chosen another supplier. Incentive price controls on transmission and distribution have stimulated increased efficiency and significantly reduced use-of-system charges. Overall, prices for all classes of customers have fallen by 25–35% in real terms since privatisation, and quality of service has improved.
California has adopted a policy that is similar in many respects, but with very different results. The problems there have stemmed partly from less favourable demand and supply conditions, but also from significant policy differences, including barriers to building new capacity, obstacles to the use of long-term supply (or hedging) contracts, retail price controls at untenable levels, and the requirement that (after a transition period) utilities pass through wholesale spot prices directly to their customers. Changes in such policies will eventually enable both producers and consumers in California to benefit from competition.     

The job satisfaction of higher level employees in large certified public accounting firms

This research study is divided into two parts. In the first part differences between audit, tax and management services (MS) specialists holding positions of Senior or higher and employed by large CPA firms are examined on three dimensions: (1) job satisfaction, (2) personal characteristics and (3) job features. Using multivariate analysis several differences between MS specialists and audit tax specialists as a combined group are detected. However, no statistically significant differences were found on the three dimensions between audit and tax specialists. The second part of the study concerned predicting the job satisfaction of audit, tax and MS specialists using personal characteristics and job features as independent variables in multiple regression. Moderate success was achieved in predicting the job satisfaction of audit and tax specialists, but predicting the level of job satisfaction of MS specialists was unsuccessful. The results of this study have policy implications for large CPA firms as well as research implications for job satisfaction researchers.     

DEBT, FOLKLORE, AND CROSS-COUNTRY DIFFERENCES IN FINANCIAL STRUCTURE

Conventional wisdom has long held that, in relationship-based economies such as Japan and Germany, corporations are able to borrow more than U.S. companies, which in turn reduces their cost of capital and gives them a competitive edge. But such folklore does not stand up to scrutiny. In Japan and Germany, large businesses do not borrow more than U.S. companies–and, in fact, judging from coverage ratios, German companies (as well as U.K. companies) seem to borrow considerably less than their international competitors.
The article also reports that, in countries where financial markets are "transparent," the development of the banking sector has little additional impact on the growth of "financially dependent" industries. That is, although industries that require a lot of external finance grow faster in countries where the bank credit-to-GDP ratio is high, the growth rates of such industries are much more correlated with the level of accounting standards (with high standards serving as a proxy for well-developed capital markets) than with a strong banking system.     

IMPLEMENTING ECONOMIC CAPITAL IN AN INDUSTRIAL COMPANY: THE CASE OF MICHELIN

Economic capital (also referred to as "risk capital" or "risk-based capital") is the amount of capital, generally in the form of equity or equity equivalents, that is necessary to provide an adequate cushion against lower-than-expected operating results. Over the last two decades, the concept has taken root among banks, particularly in determining the amount of capital needed to protect against financial distress in the event of unexpectedly large credit losses.
Michelin is in the vanguard of industrial companies that are beginning to apply economic capital concepts. The company uses an option-pricing approach that effectively allows the market to identify the level of economic capital that is expected to maximize corporate value. Michelin has also begun the process of attributing economic capital to individual business units and activities. By so doing, the company is able to use a single, company-wide hurdle rate for all projects and business units. Thus, instead of raising the discount rate when evaluating riskier projects and businesses, management assigns them larger amounts of economic capital (and, hence, a higher charge for use of that capital).
The use of economic capital to evaluate ongoing activities and contemplated investments makes it more likely that decisions will translate into increased shareholder value. A case in point is outsourcing. As illustrated in an example analyzing the company's decision to sell but continue sourcing from a textile factory, outsourcing decisions typically reduce a firm's required amount of economic capital—and thus an analysis based on the use of economic capital provides a more realistic picture of the expected value added from such transactions.