Morgan Stanley Roundtable on Capital Structure and Payout Policy

A group of finance academics and practitioners discusses a number of topical issues in corporate financial management: Is there such a thing as an optimal, or value‐maximizing, capital structure for a given company? What proportion of a firm's current earnings should be distributed to the firm's shareholders? And under what circumstances should such distributions take the form of stock repurchases rather than dividends? The consensus that emerged was that a company's financing and payout policies should be designed to support its business strategy. For growth companies, the emphasis is on preserving financial fl exibility to carry out the business plan, which means heavy reliance on equity financing and limited payouts. But for companies in mature industries with few major investment opportunities, more aggressive use of debt and higher payouts can add value by reducing taxes and controlling the corporate “free cash flow problem.” Both leveraged financing and cash distributions through dividends and stock buybacks represent a commitment by management to shareholders that the firm's excess cash will not be wasted on projects that produce growth at the expense of profitability. As for the choice between dividends and stock repurchases, dividends appear to provide a stronger commitment to pay out excess cash than open market repurchase programs. Stock buybacks, at least of the open market variety, preserve a higher degree of managerial fl exibility for companies that want to be able to capitalize on unpredictable investment opportunities. But, as with the debt‐equity decision, there is an optimal level of financial fl exibility; too little can mean lost investment opportunities but too much can lead to overinvestment.     

Cost Structure and Payout Policy

I investigate the effects of firms’ proportion of fixed and variable costs on their payout policy and find that firms with higher fixed costs have significantly higher volatility in their future cash flows and more variable future operating incomes. These firms pay a lower fraction of their operating income in dividends and share repurchases. Finally, these firms return higher fractions of their payouts via share repurchases because this method offers greater flexibility. The results are robust to several alternate specifications and firm‐level controls, and show that firms’ cost structures play a significant role in payout policy choices.     

Capital Deployment Roundtable: A Discussion of Corporate Investment and Payout Policy

U.S. companies are now reportedly earning record‐high operating returns on capital while at the same time continuing to set new records both for corporate cash holdings and distributions to investors in the form of dividends and stock repurchases. But are most of these companies really maximizing value? And what role, if any, do these large distributions play in creating value? These are the two main questions that are addressed by a small group that includes two senior corporate executives and two representatives of well‐known activist investors. A number of panelists suggest that many companies, in misguided efforts to maximize returns on capital, have been using hurdle rates that are too high and so sacrificing value‐adding investment opportunities. As evidence for this claim, they cite evidence that, in recent years, the companies that have achieved the highest stock market returns appear to have made conscious decisions to reduce their returns on capital to pursue higher growth. Another increasingly common charge against U.S. companies is their tendency to pay out excessive capital to investors, especially in the form of stock repurchases at prices that turn out to be too high. But this last practice, however widespread, may not be as troubling as it has been made out to be. Although it involves a wealth transfer from existing to selling shareholders, overall investor value is lost only if such buybacks lead to corporate underinvestment. But, as a number of panelists (including the activist investors) point out, such payouts of capital have generally functioned as a demonstration of corporate managers' commitment to investing and operating with the optimal, or value‐maximizing, level of capital—neither too much nor too little.     

Payout Policy and Tax Deferral

Equilibrium in the standard finance model implies that value-maximizing firms make taxable equity payouts, even when deferral effectively allows complete tax escape. Since tax deferral and consumption deferral are inherently jointly supplied goods, an excess aggregate supply of future consumption would result if firms followed conventional wisdom and adopted low or zero payout policies to capture tax deferral benefits. The market provides incentives for firms to supply both taxable payouts and capital gains by overriding any tax deferral advantage, just as it provides incentives for equity financing by overriding the corporate tax advantage of debt in “Debt and Taxes.”     

Institutional Holdings and Payout Policy

We examine the relation between institutional holdings and payout policy in U.S. public firms. We find that payout policy affects institutional holdings. Institutions avoid firms that do not pay dividends. However, among dividend‐paying firms they prefer firms that pay fewer dividends. Our evidence indicates that institutions prefer firms that repurchase shares, and regular repurchasers over nonregular repurchasers. Higher institutional holdings or a concentration of holdings do not cause firms to increase their dividends, their repurchases, or their total payout. Our results do not support models that predict that high dividends attract institutional clientele, or models that predict that institutions cause firms to increase payout.     

财务管理系统国际化研究

本文根据作者在会计电算化和企业信息化方面的研究体会，对中国加入ＷＴＯ后，企业财务管理系统如 何才能满足国际化发展要求进行了探讨。文章特别从投资管理、企业监控和企业理财等方面，分析企业财务管 理系统的功能需求和设计方法。     

Payout Policy with Legal Restrictions

We hypothesize that firms that face limitations on debt may use increased dividend payments to mitigate the free cash flow problem. Limitations on debt are implicit in state laws that restrict the firm from making payouts when the asset‐to‐liability ratio is low. We find that: 1) firms incorporated in states with stricter payout restrictions pay more dividends, 2) the probability of paying dividends or repurchasing shares decreases as firms approach a binding payout constraint, and 3) bonding with dividends is less prevalent with increased managerial equity holdings. In addition, antitakeover and director liability laws have a less consistent effect on payout policy.     

Concentrated Ownership, No Dividend Payout Requirement and Capital Structure of REITs: Evidence from Turkey

This paper studies empirically the capital structure of Turkish REITs as they offer unique and so far untested angles. They do not have to pay out dividends, yet enjoy the exemption from paying corporate taxes since their legal foundation in 1998. Several financial meltdowns occurred in the last three decades, keeping investors with a doubt about Turkey??s financial and political stability. The last meltdown in 2001 is part of the sample period. Findings show that Turkish REITs employ little long-term debt in their capital structure. The legal requirement that a leader entrepreneur be present with a minimum equity position of 25% introduces the agency problem between the majority and minority owners. The leader entrepreneurs, as non-taxable institutional investors, appear to dictate Turkish REITs?? dividend and debt policies and deplete REITs?? dividends, causing them to go to the long-term debt market. The financial meltdown of 2001 exerts negative short-term and positive long-term influence on the debt ratios while inflation??s effect is negative. Firm size, REITs?? engagement in development and stock market development influence debt ratios positively; tangibility and a few firm, ownership, and country-specific determinants appear to have either mixed or no influence on Turkish REITs?? debt policies.     

社保基金持股与公司股利政策

相比于其他机构投资者,社保基金无需缴纳红利所得税,这一制度背景为检验股利的"顾客效应"假说提供了契机。本文发现,控制其他因素之后,社保基金持股比例与公司股利之间存在正相关关系,这一关系同时反映了股利需求方(社保基金)与供给方(上市公司)的行为:一方面,上市公司根据社保基金持股制定其股利政策;另一方面,社保基金选择股票时也会考虑上市公司往年的股利分配。进一步的检验发现,国有与民营企业迎合社保基金发放股利的动机存在差异:民营企业更多受到经济动机的驱动,而国有企业分红更多体现政治动机。总体上,本文的发现验证了"顾客效应"假说,表明红利税是影响公司股利决策的重要因素,具有一定的政策启示。     

货币政策、信贷渠道与资本结构

我国金融市场以银行体系为主,在企业融资研究中,考察货币政策的影响具有重要的现实意义。依据"信贷观"下的贷款渠道及信贷配给理论,分析表明,当货币政策变化影响到信贷供给时,未受约束企业的资本结构在政策紧缩时受影响较小,而受约束企业的杠杆率随着政策的紧缩(宽松)而减小(增大)。考察我国2003-2009年的非金融类上市公司的资本结构,在政策紧缩时经验证据与理论分析一致;但在政策宽松时资本结构的调整与"信贷观"并不一致,受约束企业的杠杆仍然较小,未受约束企业的权益及债务均较大。研究结论对于解释我国货币政策效应及企业融资决策,改进金融监管均具有重要的借鉴。     

Payout Policy Relevance and Accounting‐based Valuation

DeAngelo and DeAngelo (2006) (D&D) argue ‘payout policy is not irrelevant and investment is not the sole determinant of value, even in frictionless markets’. Consistent with this view, we argue that the concept of a perfect capital market in Miller and Modigliani (1961) (M&M) and Fama and Miller (1972) can be extended to allow for managerial moral hazard if managers are assumed not to participate in securities trading. An updated version of the M&M valuation model is presented and the possibility of managerial free cash flow (FCF) retention through operating expense manipulation and sub‐optimal investment policies is discussed. Our analysis supports D&D's argument that payout policy is relevant and indicates that value relevance of payout depends on the quality of earnings measurement and the optimality of investment policy. Following this, we develop a framework for analyzing valuation and informational roles of payout in accounting‐based valuation models and apply this framework to the Ohlson (1995) and Feltham and Ohlson (1996) models. This analysis shows how these models permit payout valuation relevance due to managerial FCF retention but not payout informational relevance. Finally, we consider how the Feltham and Ohlson (1996) model can be extended to incorporate time variation in expected profitability of capital investment caused by time variation in managerial FCF retention activities and show that this explicitly affects payout value relevance. We conclude that the development of models where payout plays an explicit valuation role due to issues of moral hazard is an important direction for future research.     

ROUNDTABLE ON PRESERVING VALUE IN CHAPTER 11

In an article published in this journal in 1991, Michael Jensen describedthe U.S. bankruptcy system as "fundamentally flawed." As Jensen went on to say, "It is expensive, it exacerbates conflicts among different classes of creditors, and it often takes years to resolve individual cases. As a result of such delays, much of the operating value of viable businesses is destroyed and the value of creditors' claims is often dissipated in providing life support for terminal cases." Lending support for Jensen's claim, academic studies of financial reorganization in the 1980s reported that the cost of reorganizing companies in Chapter 11 tends to run as much as ten times the cost of out-of-court workouts.
In this roundtable, bankruptcy authority Thomas Jackson discusses the current state of Chapter 11 with a financial economist, a practicing bankruptcy attorney, and a corporate executive who recently helped lead his firm (Global Crossing) through a reorganization. According to Jackson, academic research has helped bring about notable improvements in the court-supervised reorganization process. The most important source of such improvements is the growing tendency to limit "exclusivity periods" and use auctions to solve information and incentive problems that plagued the traditional process. Though by no means a panacea, as the practitioners point out, the increased use of auctions is preserving value by effectively substituting the market's judgment for that of a bankruptcy court judge in both valuing the assets and determining who is most qualified to own and manage them.     

Risk Management, Capital Budgeting, and Capital Structure Policy for Insurers and Reinsurers

This article builds on Froot and Stein in developing a framework for analyzing the risk allocation, capital budgeting, and capital structure decisions facing insurers and reinsurers. The model incorporates three key features: (i) value‐maximizing insurers and reinsurers face product‐market as well as capital‐market imperfections that give rise to well‐founded concerns with risk management and capital allocation; (ii) some, but not all, of the risks they face can be frictionlessly hedged in the capital market; and (iii) the distribution of their cash flows may be asymmetric, which alters the demand for underwriting and hedging. We show these features result in a three‐factor model that determines the optimal pricing and allocation of risk and capital structure of the firm. This approach allows us to integrate these features into: (i) the pricing of risky investment, underwriting, reinsurance, and hedging; and (ii) the allocation of risk across all of these opportunities, and the optimal amount of surplus capital held by the firm.     

Capital Structure,Ownership, and Capital Payment Policy: The Case of Hospitals

This study examines effects of pertinent features of hospital capital payment policies on hospital capital structure decisions in a one-period stochastic, value-maximization model. Separate models are developed for for-profit and not-for-profit hospitals. Hospital debt-to-assets ratios are analyzed empirically using a cross-section of data from the American Hospital Association. Although the effect on capital structure of hospital reliance on cost-based reimbursement cannot be signed theoretically, in both for-profit and not-for-profit cases, a higher cost-based share leads to higher leverage. Factors associated with high bankruptcy risk (e.g., earnings volatility) cause hospitals to take on less debt.     

UNIVERSITY OF GEORGIA ROUNDTABLE ON ENTERPRISE-WIDE RISK MANAGEMENT

For many years, MBA. students were taught that there was no good reason for a company that hedged a large currency exposure to trade at a higher P/E than an otherwise identical company that chose not to hedge. Corporate stockholders, simply by holding well‐diversified portfolios, were said to neutralize any effects of interest rate and currency risk on corporate values. And thus corporate efforts to manage risk were thought to be “redundant,” a waste of corporate resources on a function that was already accomplished by investors at far lower cost. But the theory underlying this “perfect markets” framework has changed in recent years to focus on ways that corporate risk management can add value. The academics and practitioners who participated in this roundtable began by discussing in general terms how risk management can be used to support a company's strategic plan and investment policy. At Merck, for example, where R&D spending was determined as a percentage of earnings, a policy of hedging foreign currency exposure to reduce earnings volatility was viewed as adding value by “protecting” the firm's R&D. The panelists also agreed that a well executed risk management policy can increase corporate debt capacity and, in so doing, reduce the cost of capital by lowering the likelihood of financial distress. For example, companies with debt covenants might undertake a risk management program to lower earnings volatility and ensure a minimum level of earnings for debt compliance purposes. But one of the clear messages of the roundtable is that risk management and earnings management are not the same thing, and that companies that view risk management as primarily a tool for smoothing reported earnings have lost sight of its real economic functions. Moreover, in making decisions to retain or transfer risks, companies should generally be guided by the principle of comparative advantage. That is, if there is an outside firm or investor willing to bear a particular risk at a lower price than the cost to the firm of managing that risk internally, then it makes sense to lay off that risk. In addition to the cost savings and higher return on capital promised by such an approach, a number of the panelists also pointed to a less tangible benefit of an enterprise‐wide risk management program—namely, a marked improvement of the internal corporate dialogue, leading to a better understanding of all the firm's risks and how they are affected by the interactions among the firm's business units.