Foreign Acquisitions and Managerial Discretion

Foreign acquisitions have been growingdramatically since the 1980s despite academic studiesshowing that shareholders of acquirers generally donot realize any significant gain. In this paper, weinvestigate whether foreign acquisitions aremotivated by managerial self-interest. Logisticregressions are performed to establish a link betweenforeign acquisitions and the acquirer's free cashflow. The results show that foreign acquisitions oflow-Q firms are strongly influenced by managerialdiscretion. In addition, acquisitions of low-Q firmsare conducted without consideration of theperformance of the acquirers. Foreign acquisitions ofhigh-Q firms, however, do not representoverinvestments.     

信息披露质量与资本市场估值偏误

资本市场估值偏误阻碍了证券市场的健康发展。信息不对称是导致上市公司市场价值长期偏离内在价值的根本原因,因此信息披露行为对资本市场估值偏误的影响值得研究。采用剩余收益模型(RIM)估计上市公司内在价值,在此基础上构建度量资本市场估值偏误的代理变量,并采用KV度量法从总体上考察上市公司信息披露质量,本文检验了信息披露行为对资本市场估值偏误的影响。本文研究发现上市公司市场价值对其内在价值的偏离程度与信息披露质量显著负相关;进一步的研究表明,信息披露修正资本市场估值偏误的主要途径,是降低市值高估公司的市场价值泡沫。     

Do Managerial Objectives Drive Bad Acquisitions?

In a sample of 326 US acquisitions between 1975 and 1987, three types of acquisitions have systematically lower and predominantly negative announcement period returns to bidding firms. The returns to bidding shareholders are lower when their firm diversifies, when it buys a rapidly growing target, and when its managers performed poorly before the acquisition. These results suggest that managerial objectives may drive acquisitions that reduce bidding firms' values.     

Does Investor Misvaluation Drive the Takeover Market?

This paper uses pre‐offer market valuations to evaluate the misvaluation and Q theories of takeovers. Bidder and target valuations (price‐to‐book, or price‐to‐residual‐income‐model‐value) are related to means of payment, mode of acquisition, premia, target hostility, offer success, and bidder and target announcement‐period returns. The evidence is broadly consistent with both hypotheses. The evidence for the Q hypothesis is stronger in the pre‐1990 period than in the 1990–2000 period, whereas the evidence for the misvaluation hypothesis is stronger in the 1990–2000 period than in the pre‐1990 period.     

Fundamentals,Misvaluation, and Business Investment

Does stock market misvaluation affect business fixed investment? To answer this question, we provide evidence based on U.S. firm‐level panel data. We examine the orthogonality conditions for the investment Q and Euler equations, and our qualitative tests reject the null hypothesis that investment is unaffected by misvaluation (this result is not driven exclusively by the late 1990s). To measure the quantitative effects on investment, we introduce a measure of misvaluation into standard investment equations. Our estimates imply that a one‐standard‐deviation increase in misvaluation increases investment between 20% and 60% relative to the mean level of investment in the sample.     

Managerial Ownership, the Method of Payment for Acquisitions, and Executive Job Retention

This study investigates how acquiring and target firm managers' preferences for control rights motivate the payment for corporate acquisitions. We expect that managers of target firms who value influence in combined firms will prefer to receive stock. One reason top managers desire influence is to enhance their chances of retaining jobs in the combined firm. Our analysis shows a strong, positive association between managerial ownership of target firms and the likelihood of acquisitions for stock. We also find that managers of target firms are more likely to retain jobs in combined firms when they receive stock rather than cash.     

Market Feedback,Investment Constraints,and Managerial Behavior

This paper examines the joint role of market feedback and investment constraints on managerial behavior. Using a sample of UK fixed price initial public offerings, we show that underperformance of share returns at the IPO significantly affects managerial investment decisions in the period after the offering. Firms with better investment opportunities and proportionately lower fixed (higher intangible) assets are more sensitive to negative market feedback. Over the longer term, the more responsive firms perform significantly better than their non‐responsive counterparts. The findings contribute to the debate on the informational advantage of managers over investors and present strong evidence that the market, on aggregate, can provide a superior assessment of a firm's opportunities. Managers who are able to respond to negative market feedback can significantly improve their firm's future prospects.     

Blockholder Trading,Market Efficiency,and Managerial Myopia

This paper analyzes how blockholders can exert governance even if they cannot intervene in a firm's operations. Blockholders have strong incentives to monitor the firm's fundamental value because they can sell their stakes upon negative information. By trading on private information (following the “Wall Street Rule”), they cause prices to reflect fundamental value rather than current earnings. This in turn encourages managers to invest for long‐run growth rather than short‐term profits. Contrary to the view that the U.S.'s liquid markets and transient shareholders exacerbate myopia, I show that they can encourage investment by impounding its effects into prices.     

管理者过度自信、市场竞争与商业信用

基于行为金融视角,考量沪深两市2007～2011年上市公司管理者过度自信与商业信用的关系。结果表明,管理者过度自信与提供的商业信用正相关。民企面临的市场竞争大于国企,使得过度自信的管理者会提供更多的商业信用,而国有企业不存在这样的关系;同时,在竞争行业与管制行业之间,也表现出这种显著性关系。     

Stealth Acquisitions and Product Market Competition

We examine whether and how firms structure their merger and acquisition deals to avoid antitrust scrutiny. There are approximately 40% more mergers and acquisitions (M&As) than expected just below deal value thresholds that trigger antitrust review. These “stealth acquisitions” tend to involve financial and governance contract terms that afford greater scope for negotiating and assigning lower deal values. We also show that the equity values, gross margins, and product prices of acquiring firms and their competitors increase following such acquisitions. Our results suggest that acquirers manipulate M&As to avoid antitrust scrutiny, thereby benefiting their own shareholders but potentially harming other corporate stakeholders.     

CEO Ownership,Stock Market Performance,and Managerial Discretion

We examine the relationship between CEO ownership and stock market performance. A strategy based on public information about managerial ownership delivers annual abnormal returns of 4% to 10%. The effect is strongest among firms with weak external governance, weak product market competition, and large managerial discretion, suggesting that CEO ownership can reverse the negative impact of weak governance. Furthermore, owner‐CEOs are value increasing: they reduce empire building and run their firms more efficiently. Overall, our findings indicate that the market does not correctly price the incentive effects of managerial ownership, suggesting interesting feedback effects between corporate finance and asset pricing.     

产品市场竞争、管理层权力与薪酬辩护

以2011~2014年我国 A 股上市公司为研究样本,基于薪酬辩护的视角,考察管理层权力对薪酬—业绩敏感性的影响以及产品市场竞争的监督约束作用。实证结果表明,企业高管利用手中权力获取超额薪酬、谋取私利的同时,会通过提升薪酬—业绩敏感性为自身薪酬进行辩护,形成薪酬契约合理有效的表象;产品市场竞争能够显著抑制企业高管的薪酬辩护行为,降低管理层权力对薪酬契约的影响和扭曲。     

Product Market Competition,Managerial Incentives and Firm Valuation

This paper contributes to the very small empirical literature on the effects of competition on managerial incentive schemes. Based on a theoretical model that incorporates both strategic interaction between firms and a principal agent relationship, we analyse the relationship between product market competition, incentive schemes and firm valuation. The model predicts a nonlinear relationship between the intensity of product market competition and the strength of managerial incentives. We test the implications of our model empirically based on a unique and hand‐collected dataset comprising over 600 observations on 200 Swiss firms over the 2002–2005 period. Our results suggest that, consistent with the implications of our model, the relation between product market competition and managerial intensive schemes is convex indicating that above a certain level of intensity in product market competition, the marginal effect of competition on the strength of the incentive schemes increases in the level of competition. Moreover, competition is associated with lower firm values. These results are robust to accounting for a potential endogeneity of managerial incentives and firm value in a simultaneous equations framework.     

Equity Misvaluation and Default Options

We study whether default options are mispriced in equity values by employing a structural equity valuation model that explicitly takes into account the value of the option to default (or abandon the firm) and uses firm‐specific inputs. We implement our model on the entire cross section of stocks and identify both over‐ and underpriced equities. An investment strategy that buys undervalued stocks and shorts overvalued stocks generates an annual four‐factor alpha of about 11% for U.S. stocks. The model's performance is stronger for stocks with a higher value of the default option, such as distressed or highly volatile stocks.     

Market Timing and Managerial Portfolio Decisions

This paper provides evidence that top managers have contrarian views on firm value. Managers' perceptions of fundamental value diverge systematically from market valuations, and perceived mispricing seems an important determinant of managers' decision making. Insider trading patterns shows that low valuation firms are regarded as undervalued by their own managers relative to high valuation firms. This finding is robust to controlling for noninformation motivated trading. Further evidence links managers' private portfolio decisions to changes in corporate capital structures, suggesting that managers try to actively time the market both in their private trades and in firm‐level decisions.     

管理者盈利预测、过度自信与市场效应

管理者盈利预测在金融市场中具有重要的经济地位,我们选择了沪深两市2006-2009年的管理者盈利预测数据对管理者盈利预测与管理者过度自信、市场效应之间的关系进行了检验,与Hilary和Hsu的研究结论不同,我们发现:(1)管理者当前的盈利预测准确性会受到历史盈利预测准确性的影响,管理者在经历了较多的准确盈利预测之后会变得过度自信;(2)管理者在盈利预测上的过度自信会导致当前盈利预测的准确性降低;(3)管理者历史盈利预测的准确性并不会对市场造成明显影响,投资者和分析师在当前管理者盈利预测信息发布之后所做出的反应与管理者盈利预测历史准确的次数无显著的相关关系。本文的研究不仅丰富了国内有关盈利预测研究的相关文献,而且对提高我国资本市场上管理者盈利预测的准确性,加强市场参与者对上市公司信息披露的使用效率,进而提升投资决策具有重要的启示作用,同时对于我国监管机构完善信息披露制度具有重要政策意义。     

Raids, Rewards, and Reputations in the Market for Managerial Talent

We find that executives who jump to chief executive officer(CEO) positions at new employers come from firms that exhibitaboveaverage stock price performance. This relationship is morepronounced for more senior executives. No such relationshipexists for jumps to non-CEO positions. Stock options and restrictedstock do not appear to significantly affect the likelihood ofjumping ship, but the existence of an "heir apparent" on themanagement team increases the likelihood that executives willleave for non-CEO positions elsewhere. Hiring grants used toattract managers are correlated with the equity position forfeitedat the prior employer and with the prior employer's performance.     

International Mergers and Acquisitions Laws,the Market for Corporate Control,and Accounting Conservatism

Exploiting the staggered enactment of country‐level mergers and acquisitions (M&A) law as an exogenous increase in corporate takeover threat, this paper examines how a disciplinary market for corporate control affects accounting conservatism. Following M&A law adoption, we find increased accounting conservatism, with more pronounced effects in countries with weak shareholder protection and in those experiencing larger growth in takeover activity. Further analysis reveals that elevated takeover threats increase conservatism through changes in capital structure and investment decisions as well as improvements in board monitoring. Our findings highlight the importance of the market for corporate control in shaping financial‐reporting outcome.     

Managerial Incentives in a Stock Market Economy

This study presents an analysis of the managerial incentive problem in a stock market economy in which incentive contracts are structured in terms of security ownership. In our model, the manager's ownership share signals effort and is determined endogenously as the solution to a special portfolio decision problem. Managerial investment in the firm is evaluated under various security pricing arrangements. Our analysis indicates that, in general, stockholders should sell shares to a manager at a discount to ensure a Pareto efficient ownership (incentive) structure. However, efficient pricing (discount) schedules generally are nonlinear and, in many respects, isomorphic to discriminating price functions which have been considered in neoclassical models of monopoly.     

Managerial Compensation and the Market Reaction to Bank Loans

This article considers why a manager would choose to submithimself to the discipline of bank monitoring. This issue isanalyzed within the context of a model where the manager enjoysprivate benefits, which can be restricted by the monitor, andis optimally compensated by shareholders. Within this settingwe find that managers will submit to monitoring when they receivefavorable private information. This result is consistent withevent study evidence that suggests that the market has a favorableview of financing choices that increase monitoring.