Takeovers and Corporate Governance: Whose Interests Do Directors Serve?

Using internal records of board meetings, this research explores issues relating to the motivation of directors' action during takeover negotiations. The records relate to a time period when regulation was low and directors had ample opportunity to engage in adverse selection and moral hazard. In such circumstances, it might be supposed that they would have sought to protect their own tenure rather than seek to maximize shareholder wealth by recommending acceptance of a bid. However, in the case study under examination the directors worked hard to maximize the bid price by auctioning the company despite having little equity exposure themselves. The directors also sought to protect the interests of the staff when negotiating with bidders. Intentionally this behaviour was not disclosed to the shareholders and, on occasion, threatened the success of the negotiations. The article concludes that the actions of the directors were motivated by strong reputational effects not widely recognized in the contemporary literature as being a force that powerfully drives corporate governance.     

When Do International Operations Lead to Improved Performance? An Analysis of Property‐Liability Insurers

In recent decades, insurers have been increasing their exposure to international markets. This article seeks to investigate the relationship between property-liability insurers' international operations and their risk-adjusted returns using cross-section and time-series data for the years 1992 through 2000. Our findings indicate that the relationship between international operations and performance is contingent upon the degree of product diversification. Insurance companies with focused operations in terms of product lines achieve higher risk-adjusted performance as they increase their exposures to international markets. However, insurers who are highly diversified across product lines face declining returns with greater exposure to international markets.     

Do Hostile Takeovers Stifle Innovation? Evidence from Antitakeover Legislation and Corporate Patenting

I examine how strong corporate governance proxied by the threat of hostile takeovers affects innovation and firm value. I find a significant decline in the number of patents and citations per patent for firms incorporated in states that pass antitakeover laws relative to firms incorporated in states that do not. Most of the impact of antitakeover laws on innovation occurs 2 or more years after they are passed, indicating a causal effect. The negative effect of antitakeover laws is mitigated by the presence of alternative governance mechanisms such as large shareholders, pension fund ownership, leverage, and product market competition.     

Do Sales of Foreign Exchange Reserves Lead to Currency Appreciation?

We employ novel time‐stamped reserve sales data, provided by the Czech National Bank (CNB), to carry out a time‐series analysis of the exchange rate implications of Czech reserve sales aimed at mitigating valuation losses on Euro‐denominated assets. The sales were explicitly not intended to influence the value of the koruna relative to the euro. The period under study includes a well‐defined regime change in the CNB's approach to reserves sales, allowing us to address whether the manner in which the sales are carried out matters for their influence on the relative value of the domestic currency. We find little evidence that reserve sales influence the exchange rate when sales are carried out on a discretionary and relatively infrequent basis. However, when the sales are carried out daily, we find a statistically and economically significant appreciation of the domestic currency follows.     

Why Do Banks Provide Leasing?

Banks are engaging in leasing activities at an increasing rate, which is demonstrated by aggregated data for both European and U.S. banking companies. However, little is known about leasing activities at the bank level. The contribution of this paper is the introduction of the nexus of leasing in banking. Beginning from an institutional basis, this paper describes the key features of banks’ leasing activities using the example of German regional banks. The banks in this sample can choose from different types of leasing contracts, providing the banks with a degree of leeway in conducting business with their clients. We find a robust and significant positive impact of banks’ leasing activities on their profitability. Specifically, the beneficial effect of leasing stems from commission business in which the bank acts as a middleman and is not affected by the potential defaults of customers.     

Why Do the Swiss Rent?

At less than 34%, Switzerland has the lowest home ownership rate in Western Europe. This may seem odd given the economic strength of the country. We use household survey data for five Swiss cantons to explore some possible reasons for this. We estimate a tenure choice equation that allows us to analyze the impacts of a number of key variables on the ownership rate. We pay particular attention to the relative cost of owning and renting, which is a function of house prices, rents, and the user cost of owning. The latter is a function of income tax policy and expected house price inflation, among other things. We also measure mortgage underwriting criteria and consider rent control and other policies affecting rental housing. By simulating a number of hypothetical changes to taxation and other policies, underwriting criteria, and price levels, we assess the importance of these variables in explaining the ownership rate. We conclude that high house prices—relative to household incomes and wealth—and the tax on imputed rent are the most important causes of Switzerland’s low ownership rate.     

Why Do Traders Split Orders?

We examine factors that influence decisions by U.S. equity traders to execute a string of orders, in the same stock, in the same direction, around the same time. Order splitting is more likely to occur when traders submit larger‐size orders and when market depth and trading activity are lower. Order splitters demand liquidity more and pay higher trading costs, but their overall performance is better. When controlling for execution time, split orders are more informative than single orders. Our results suggest that order splitting arises from a variety of factors, including informational differences, order and trader characteristics, and market conditions.     

When Do Vertical Mergers Create Value?

This paper studies the market reaction to vertical mergers and explores the many rationales for vertical integration proposed in the industrial organization literature. Abnormal returns for vertical merger announcements are positive until the late 1990s, and turn negative afterward. Acquirers suffer most of the losses. We find support for the most fundamental insight in the industrial organization literature, namely, that vertical mergers generate the greatest value when undertaken in imperfectly competitive markets. We find some evidence to support ideas of asset and site specificity, that is, creating value when market exchange is difficult. We do not find support for information‐based or price uncertainty theories.     

How and When Do Firms Adjust Their Capital Structures toward Targets?

If firms adjust their capital structures toward targets, and if there are adverse selection costs associated with asymmetric information, how and when do firms adjust their capital structures? We suggest a financing needs‐induced adjustment framework to examine the dynamic process by which firms adjust their capital structures. We find that most adjustments occur when firms have above‐target (below‐target) debt with a financial surplus (deficit). These results suggest that firms move toward the target capital structure when they face a financial deficit/surplus—but not in the manner hypothesized by the traditional pecking order theory.     

Why Do European Firms Go Public?

We survey chief financial officers (CFOs) from 12 European countries regarding the determinants of going public and exchange listing decisions. Most CFOs identify enhanced visibility and financing for growth as the most important benefits of an IPO, but other motivations for IPOs differ significantly across firms, countries, and legal systems. We find strong support for the IPO theories that emphasise financial and strategic considerations, such as enhanced reputation and credibility, and financial flexibility as a major advantage of an IPO. At the same time, we find moderate support for theories that focus on exit strategy, balance of power with creditors, external monitoring, and merger and acquisition motivations. European CFOs' views on the major benefits of an IPO are generally similar to those of US managers as reported in Brau and Fawcett (2006) , but differ significantly on outside monitoring; outside monitoring is considered a major benefit by European CFOs but a major cost by US CFOs. Our evidence suggests that the decision to go public is a complex one, and cannot be explained by one single theory because firms seek multiple benefits in going public. These motivations are influenced by the firm's ownership structure, size and age as well as by the home country's institutional and regulatory environment.     

Security Issue Timing: What Do Managers Know,and When Do They Know It?

We study put option sales on company stock by large firms. An often‐cited motivation for these transactions is market timing, and managers' decision to issue puts should be sensitive to whether the stock is undervalued. We provide new evidence that large firms successfully time security sales. In the 100 days following put option issues, there is roughly a 5% abnormal stock return, with much of the abnormal return following the first earnings release date after the sale. Direct evidence on put option exercises reinforces these findings: exercise frequencies and payoffs to put holders are abnormally low.     

Risk Management Failures: What Are They and When Do They Happen?

The difficulties of the past year have convinced many observers that current risk management practices are deeply flawed, and that such flaws have contributed greatly to the current financial crisis. In this paper, the author challenges this view by showing the need to distinguish between flawed assessments by risk managers and corporate risk‐taking decisions that, although resulting in losses, were reasonable at the time they were made. In making this distinction, the paper also identifies a number of different ways that risk management can fail. In addition to choosing the wrong risk metrics and misidentifying or mismeasuring risks, risk managers can fail to communicate their risk assessments and provide effective guidance to top management and boards. And once top management has used that information to help determine the firm's risk appetite and strategy, the risk management function can also fail to monitor risks appropriately and maintain the firm's targeted risk positions. But if risk management has been mistakenly identified as the culprit in many cases, current risk management practice can be improved by taking into account the lessons from financial crises past and present. In particular, such crises have occurred with enough frequency that crisis conditions can be modeled, at least to some extent. And when models reach their limits of usefulness, companies should consider using scenario planning that aims to reveal the implications of crises for their financial health and survival. Instead of relying on past data, scenario planning must use forward‐looking economic analysis to evaluate the expected impact of sudden illiquidity and the associated feedback effects that are common in financial crises.     

Why Do We Need Countercyclical Capital Requirements?

We show that risk-based capital requirements can eliminate the market failure, caused by asymmetric information between entrepreneurs and banks, which distorts the efficient allocation of low-risk and high-risk investment projects among entrepreneurs. If project success probabilities decline in recessions, optimal capital requirements will have to be lower because the size of the market failure changes. This provides a new rationale for keeping risk-based capital requirements higher in good times and lowering them in bad times.     

Currency Crisis in Korea – When and Why It Happened

Two possible causes of the Korean financial crisis are examined: (1)deterioration of the macroeconomic indicators andinconsistent policies and (2) sudden shifts in the market expectation andconfidence. Although the truthseems to lie between these causes, we conclude that the Korean currency crisisresulted from aserious mismanagement of foreign exchange rates and foreign currency reservesas well as theaccumulation of short-term foreign debts. Although it is generally believedthat the exchange rate ofthe won started depreciating drastically on 8 November 1997, depreciationstarted three monthsearlier when the international market conditions put the pressure on the won.     

Do Funds Make More When They Trade More?

We model fund turnover in the presence of time‐varying profit opportunities. Our model predicts a positive relation between an active fund's turnover and its subsequent benchmark‐adjusted return. We find such a relation for equity mutual funds. This time‐series relation between turnover and performance is stronger than the cross‐sectional relation, as the model predicts. Also as predicted, the turnover‐performance relation is stronger for funds trading less‐liquid stocks and funds likely to possess greater skill. Turnover is correlated across funds. The common component of turnover is positively correlated with proxies for stock mispricing. Turnover of similar funds helps predict a fund's performance.     

How Do Underwriters Select Peers When Valuing IPOs?

Valuing initial public offerings (IPOs) using multiples allows underwriters discretion when selecting comparable firms. We find that they systematically exclude candidate comparable firms that make a given IPO appear overvalued. On average, comparable firms published in official prospectuses have 13%‐38% higher valuation multiples than those obtained from matching algorithms or selected by sell‐side analysts, including the same underwriter's analyst after the IPO. Even if IPOs are priced at a discount as compared to peers selected by the underwriters, they are still at a premium with regard to alternatively selected peers. Greater bias in the underwriter's selection of peers leads to poorer long run performance.     

Why Do Bidders Do Badly Out of Mergers? Some UK Evidence

This paper builds on Roll's hubris hypothesis as to why bidders overpay. It rejects the winner's curse hypothesis (which implies that the generosity of the merger terms increases the probability of a successful bid) on both theoretical and empirical grounds. The empirical study examines a bargaining theory approach: that the terms offered are determined by the parties' individual eagerness to merge. It also examines a modification of this: that the terms are dominated by the existence of a premium required by the market irrespective of synergy, thereby also dominating the decision as to whether a bid should be made.     

Do Sentiments Matter in Fraud Detection? Estimating Semantic Orientation of Annual Reports

We present a novel approach for analysing the qualitative content of annual reports. Using natural language processing techniques we determine if sentiment expressed in the text matters in fraud detection. We focus on the Management Discussion and Analysis (MD&A) section of annual reports because of the nonfactual content present in this section, unlike other components of the annual reports. We measure the sentiment expressed in the text on the dimensions of polarity, subjectivity, and intensity and investigate in depth whether truthful and fraudulent MD&As differ in terms of sentiment polarity, sentiment subjectivity and sentiment intensity. Our results show that fraudulent MD&As on average contain three times more positive sentiment and four times more negative sentiment compared with truthful MD&As. This suggests that use of both positive and negative sentiment is more pronounced in fraudulent MD&As. We further find that, compared with truthful MD&As, fraudulent MD&As contain a greater proportion of subjective content than objective content. This suggests that the use of subjectivity clues such as presence of too many adjectives and adverbs could be an indicator of fraud. Clear cases of fraud show a higher intensity of sentiment exhibited by more use of adverbs in the “adverb modifying adjective” pattern. Based on the results of this study, frequent use of intensifiers, particularly in this pattern, could be another indicator of fraud. Moreover, the dimensions of subjectivity and intensity help in accurately classifying borderline examples of MD&As (that are equal in sentiment polarity) into fraudulent and truthful categories. When taken together, these findings suggest that fraudulent MD&As in contrast to truthful MD&As contain higher sentiment content. Copyright © 2016 John Wiley & Sons, Ltd.     

Why Do Firms Switch Banks? Evidence from China

This article uses a sample of matched firms-banks data in China over the period 1999–2012 to determine the drivers of firms switching behavior from one bank relationship to another. The results show that the principal driver of a switching action is the credit needs of the firm. The binding force of the Communist Party in state-owned banks and enterprises would suggest that switching should be a rare phenomenon in Chinese commercial relations. But switching occurs. The findings support the extant literature that transparent firms are able to switch more readily than opaque firms. The results also suggest that banks that develop their fee income services are more effective in locking-in their borrowers and that firms tend to switch from state-owned banks to smaller non-state owned banks. However, in other areas switching does not conform with the mainstream explanations.