Fair Terms and Fair Pricing for Multiple Warrant Issues

Abstract

Some firms utilize one or more tranches of warrant issues to supplement their capital base. Unlike exchange-traded options, the exercise of warrants requires the issuance of stock by the company, resulting in a form of dilution. Some previous studies of warrant valuation relied on “the value of the firm,” which is nonobservable, making it difficult to apply the corresponding valuation formula. This paper derives closed-form formulas to value single and multiple tranches of warrants based on the underlying stock price, its volatility, and other known parameter values. The paper first establishes the equivalence of the Black-Scholes formula for both call options and warrants in the case of a single tranche. Thereafter, it considers the impact on the value of previously issued warrants that results when a new tranche of warrants is subsequently issued, showing in each case that fair treatment of the first-issued warrant holders requires an adjustment (due to dilution) in the terms of those warrants and a corresponding modification in the warrants’ value once a second tranche of warrants is issued. To promote such fair treatment, terms of a warrant indenture would specify the nature of the adjustment required when future warrants are issued or exercised, analogous to the antidilution terms related, for example, to stock dividends. Unlike multiple issues of traded options, which are valued independently of one another, multiple warrant issues will be shown to have prices dependent on other warrants outstanding. Also examined is the sensitivity of the fair-value adjustment to changes in the underlying variables, and the theoretical fair-value prices are compared with Black-Scholes prices and with market prices of warrants in the case of two publicly traded companies, each with two warrant issues outstanding. As warrant issues modify the equity structure of a firm, the methodology of valuing warrants presented here will be useful to investment actuaries in situations in which a comprehensive market value for all of a firm’s securities is called for. In addition, risk management practices may sometimes include the use of warrant transactions to hedge stock positions similar to the way that call options are used for that purpose. This may include hedging the risk in equity-linked insurance contracts when the equity position includes stock in companies that have one or more warrant issues that are traded. The methods developed here are also applicable to multiple issues of executive stock options (ESOs) or to combinations of warrant issues and ESOs.     

Share Repurchases

The UK government recently introduced legislation to treat the qualifying distribution on a repurchase of shares in the same way as ‘foreign income dividends’. This paper examines and criticises this reform from two perspectives. First, there is no underlying rationale for such an approach. Second, the legislation moves the tax system away from simplification. A better approach would have been to remove the advance corporation tax (ACT) charge on a repurchase. JEL classification: H25, K34.     

股权分置改革与股票市场价值相关性研究

本文使用剩余收益估值模型估计我国上市公司股票的内在价值,以股票内在价值为基础检验上市公司股权分置改革对股票价格和价值之间相关性的影响。选择已完成股权分置改革的上市公司为样本,研究表明股权分置改革完成后股票价格和价值之间相关性有显著的提高,业绩较差公司股价相对价值偏离程度得到一定程度的修正。股权分置改革在改善股票市场定价机制方面实现了管理层预期的效果。     

对中央关于国有股和法人股可适当流通政策的探讨

由于占2/3的国有股和法人股不能流通，使我国股票市场上存在着同股不同权、同股不同利的现象，严重影响了我国股市的资本运作效率，也阻碍了国企改革的进一步深化，在此背景下党中央在十五届四中全会上作出了国有股减持的决定，笔者将对这一政策进行深入分析及提出一些相应的实施建议。     

公允价值及其计量

<国际会计准则16>对某项资产的公允价值和市场价值的表述非常相似,但事实并不是这么简单.公允价值这个概念贯穿整个会计准则.表面上看,它和市场价值这个概念十分相似,都指在交易中的可取得的价格,但市场价值实际上是公允价值在固定资产上的一个具体应用.市场价值,在它相对简单的定义背后,有着详尽的概念体系作为支持.国际评估准则、美国评估执业统一准则和英国评估师手册等评估准则对市场价值在各种情形下的具体含义作了清晰的归纳,而公允价值作为一个类属词在应用中缺乏像市场价值概念体系的指导.     

公允价值与资产评估

引言近十年来,国际会计准则委员会在推广公允价值方面取得了很大的进展。2005年1月1日,包括欧盟在内的90多个国家和地区开始采用新的国际会计准则,相应地也开始执行该准则中关于公允价值应用的规定。     

Share Issuance and Factor Timing

We show that characteristics of stock issuers can be used to forecast important common factors in stocks' returns such as those associated with book‐to‐market, size, and industry. Specifically, we use differences between the attributes of stock issuers and repurchasers to forecast characteristic‐related factor returns. For example, we show that large firms underperform after years when issuing firms are large relative to repurchasing firms. While our strongest results are for portfolios based on book‐to‐market (i.e., HML), size (i.e., SMB), and industry, our approach is also useful for forecasting factor returns associated with distress, payout policy, and profitability.     

Share Prices and Macroeconomic Factors

The APT with macroeconomic factors put forward by Chen, Roll and Ross (1986) was tested using monthly Australian sectoral share-price indexes for 1980–1994. The inflation rate was found to be consistently priced. The significance of other factors was found to depend on the choice of sample period and estimation method. The model was compared to both an APT with artificial factors and the CAPM. Both versions of the APT were found to clearly out-perform the CAPM but neither version of the APT was clearly superior to the other in terms of both within- and out-of-sample explanatory power.     

Share issuance and cash savings

Firms increasingly issue shares for the purpose of cash savings. During the 1970s, $1.00 of issuance resulted in $0.23 of cash savings; over the most recent decade, $1.00 of issuance resulted in $0.60 of cash savings. This increase is caused by increasing precautionary motives. Proxies for precautionary motives increase over the sample period, and firm-level increases in these proxies are associated with firm-level increases in share issuance–cash savings. Share issuance–cash savings are inversely related to issuance costs, suggesting that firms issue and save when costs are low, so as to avoid issuing when costs are high. This framework can also help explain patterns and trends in share issuance activity over time. Market timing does not explain these effects, as share issuance–cash savings are not related to post-issuance stock returns.     

Share repurchases and institutional supply

Consistent with the predictions of Brennan and Thakor's (1990) model of shareholder preferences, we find that, on average, institutional shareholders are net sellers during share repurchases. After controlling for liquidity provision and characteristics investing, we find that a one standard deviation increase in share repurchases during a given quarter is associated with a 0.11 standard deviation decrease in institutional investor demand. We estimate that 37% of the inverse relation is attributed to institutional investors executing liquidity provision strategies, 8% is explained by institutions reacting to the investment characteristics signaled by a repurchasing firm. We attribute the majority, 55%, to the information asymmetry between institutions and individual investors. This work is one of the first to exploit the SEC mandate requiring firms to report the actual number of shares they repurchase each quarter, beginning in 2004. Using actual number of shares repurchased, we find evidence of institutional investors increasing their selling as firms increase their repurchasing. This finding is robust to models of endogeneity and autocorrelation in share repurchases and institutional investor trading.     

股权分置下的股权融资偏好:负面影响与理性回归

在股权分置的制度安排下,我国上市公司偏好股权融资.这种偏好将对资本的配置和使用效率、投资者的利益与长期投资积极性、公司成长性、公司治理结构以及宏观经济等方面产生一系列负面影响.并指出在不断扩张证券市场规模、发挥股票市场融资功能的同时,政府必须加强市场的市场化机制建设,通过制度创新和综合治理,使上市公司的融资行为逐步回归到相对理性状态.     

Share Issuance and Cross-sectional Returns

Post‐1970, share issuance exhibits a strong cross‐sectional ability to predict stock returns. This predictive ability is more statistically significant than the individual predictive ability of size, book‐to‐market, or momentum. Our finding is related to research that finds that long‐run returns are associated with share repurchase announcements, seasoned equity offerings, and stock mergers, although our results remain strong even after exclusion of the data used in these studies. We estimate the issuance relation pre‐1970 and find no statistically significant predictive ability for most holding periods.     

Advertising and tax avoidance

Review of Quantitative Finance and Accounting - We examine the link between firms’ advertising and their tax avoidance. By generating customer awareness, advertising helps shape firm image...     

Share repurchases and accounting conservatism

Review of Quantitative Finance and Accounting - The prior literature indicates that financial policy (e.g., payout policy) as well as accounting policy (e.g., conservatism) can be used to address...     

股权结构与公司治理—对“一股独大”与股权多元化观点的评析

问题提出 “一股独大”一般指在上市公司股本结构中，某个股东能够绝对控制公司运作。这包括：占据51％以上的绝对控股份额；不占绝对控股地位，只是相对于其他股东股权比例高……     

公允价值计量与资产评估——基于公允价值会计的顺周期效应的思考

2008年以来全球性金融风暴不仅严重地打击了世界各国的经济,同时也使得公允价值会计产生了顺周期效应。如何抑制公允价值会计的顺周期效应已经成为会计界及相关部门关注的焦点问题,本文力图从资产评估的角度探讨抑制公允价值会计的顺周期效应。     

会计信息可比性与劳动收入份额北大核心

利用2006-2019年沪深A股数据,本文考察了会计信息可比性对企业劳动收入份额的影响。研究发现,会计信息可比性的增强显著提高了企业的劳动收入份额,表明会计信息质量的提高有助于员工更好地分享企业的发展成果。进一步研究结果表明,(1)降低资本成本及增大自主研发强度是会计信息可比性提高企业劳动收入份额的两大作用路径;(2)会计信息可比性的增强主要提高了普通雇员的劳动收入份额,对高管劳动收入份额的影响并不显著;(3)会计信息可比性对劳动收入份额的影响存在一定异质性,当企业自身融资约束程度较高、信息透明度较低,或可比公司的会计盈余质量较强时,会计信息可比性与劳动收入份额的正相关关系更强;(4)会计信息可比性通过提高劳动收入份额,提升了企业的价值创造能力。     

Fair value and audit fees

This paper investigates the effect of fair value reporting and its attributes on audit fees. We use as our primary sample the European real estate industry around mandatory IFRS adoption (under which reporting of property fair values becomes compulsory), due to its unique operating and reporting characteristics. We document lower audit fees for firms reporting property assets at fair value relative to those employing depreciated cost—a difference that appears driven, in part, by impairment tests that occur only under depreciated cost. We further find that audit fees are decreasing in firms’ exposure to fair value and increasing both in the complexity of the fair value estimation and for recognition (versus only disclosure) of fair values. We corroborate our findings in two alternative settings: contrasting UK and US real estate firms and using UK investment trusts. Overall, the results suggest that fair values can lead to lower monitoring costs; however, any reductions in audit fees will vary with salient characteristics of the fair value reporting, including the difficulty to measure and the treatment within the financial statements.     

Block Share Purchases and Corporate Performance

This paper investigates the causes and consequences of activist block share purchases in the 1980s. We find that activist investors were most likely to purchase large blocks of shares in highly diversified firms with poor profitability. Activists were not less likely to purchase blocks in firms with shark repellents and employee stock ownership plans. Activist block purchases were followed by increases in asset divestitures, decreases in mergers and acquisitions, and abnormal share price appreciation. Industry-adjusted operating profitability also rose. This evidence supports the view that the market for partial corporate control plays an important role in limiting agency costs in U.S. corporations.