Company Stock in Defined Contribution Plans: Evidence from Proxy Voting

I examine whether firms’ decisions to offer company stock in defined contribution (DC) plans are explained by managers’ corporate control motives. Using a large sample of proxy voting outcomes, I find that employee ownership in DC plans is significantly and positively associated with the level of voting support for management‐sponsored proposals. This suggests that managers encourage employee DC holdings in company stock in order to receive higher voting support in favor of management. The effects of employee ownership on voting outcomes are significantly greater in specific subsamples where employee vote is more important to management.     

Information,Ownership Structure,and Shareholder Voting: Evidence from Shareholder-Sponsored Corporate Governance Proposals

This paper examines how information and ownership structure affect voting outcomes on shareholder-sponsored proposals to change corporate governance structure. We find that the outcomes of votes vary systematically with the governance and performance records of target firms, the identity of proposal sponsors, and the type of proposal. We also find that outcomes vary significantly as a function of ownership by insiders, institutions, outside blockholders, ESOPs, and outside directors who are blockholders. These results suggest that both public information and ownership structure have a significant influence on voting outcomes.     

Shareholder Disputes and Commonality in Liquidity: Evidence from the Equity Markets in China

Asia-Pacific Financial Markets - This paper examines liquidity commonality is caused by correlation in institutional herding and shareholder disputes due to irrational investors over the period...     

Effects of Executive Share Option Plans on Shareholder Wealth and Firm Performance: The Singapore Evidence

The main purpose of our paper is to study the institutional nature and characteristics of executive share option plans (ESOPs) in Singapore, a fast-growing economy and an important investment location in Asia. Our study provides an interesting comparison between the characteristics of ESOPs in Singapore and those in the US. Our paper also investigates the short-term market reaction to ESOP announcements and the long-run stock and operating performance of the sample firms following the adoption of the ESOPs. Results indicate weak evidence of a positive abnormal return on the days surrounding the announcement of the ESOPs. However, there is no evidence of long-term superior stock and operating performance for the ESOP firms relative to benchmarks. The lack of significant incentive effects for the sample firms reflects mainly the unique regulatory environment in Singapore.     

The Price of Correlation Risk: Evidence from Equity Options

We study whether exposure to marketwide correlation shocks affects expected option returns, using data on S&P100 index options, options on all components, and stock returns. We find evidence of priced correlation risk based on prices of index and individual variance risk. A trading strategy exploiting priced correlation risk generates a high alpha and is attractive for CRRA investors without frictions. Correlation risk exposure explains the cross-section of index and individual option returns well. The correlation risk premium cannot be exploited with realistic trading frictions, providing a limits-to-arbitrage interpretation of our finding of a high price of correlation risk.     

Shareholder Activism by Institutional Investors: Evidence from CalPERS

This study examines firm characteristics that lead to shareholder activism and analyzes the effects of activism on target firm governance structure, shareholder wealth, and operating performance for the 51 firms targeted by CalPERS over the 1987–93 period. Firm size and level of institutional holdings are found to be positively related to the probability of being targeted, and 72 percent of firms targeted after 1988 adopt proposed changes or make changes resulting in a settlement with CalPERS. Shareholder wealth increases for firms that adopt or settle and decreases for firms that resist. No statistically significant change in operating performance is found.     

控股股东干预与国有上市公司薪酬契约有效性:来自董事长/CEO纵向兼任的经验证据

以董事长/CEO在非上市控股股东单位兼任为切入点,本文分析控股股东干预对国有上市公司薪酬契约有效性的影响。结果发现,董事长/CEO纵向兼任会提高企业薪酬水平,降低薪酬—业绩敏感度。进一步的检验发现,董事长/CEO纵向兼任会显著降低高管薪酬、提高员工薪酬、降低员工薪酬—业绩敏感度,缩小高管-员工薪酬差距。本文的研究结果支持国有上市公司董事长/CEO纵向兼任的"和谐目标"假说,即纵向兼任增强了非上市控股股东的干预程度,导致上市公司承担更多的员工和谐目标,进而降低国有上市公司薪酬契约有效性。就监管政策而言,本文的研究结果意味着,我国需要同时进行非上市国有股东和国有上市公司的市场化改革,以提高国有企业的效率。     

Shareholder Litigation and Corporate Disclosure: Evidence from Derivative Lawsuits

Using the staggered adoption of universal demand (UD) laws in the United States, we study the effect of shareholder litigation risk on corporate disclosure. We find that disclosure significantly increases after UD laws make it more difficult to file derivative lawsuits. Specifically, firms issue more earnings forecasts and voluntary 8‐K filings, and increase the length of management discussion and analysis (MD&A) in their 10‐K filings. We further assess the direct and indirect channels through which UD laws affect firms' disclosure policies. We find that the effect of UD laws on corporate disclosure is driven by firms facing relatively higher ex ante derivative litigation risk and higher operating uncertainty, as well as firms for which shareholder litigation is a more important mechanism to discipline managers.     

Large Shareholder Entrenchment and Performance: Empirical Evidence from Canada

Abstract:  Recent empirical evidence indicates that the largest publicly traded companies throughout the world have concentrated ownership. This is the case in Canada where voting rights are often concentrated in the hands of large shareholders, mostly wealthy families. Such concentrated ownership structures can generate specific agency problems, such as large shareholders expropriating wealth from minority shareholders. These costs are aggravated when large shareholders don't bear the full costs of their decisions because of the presence of mechanisms (dual class voting shares, pyramids) which lead to voting rights being greater than the cash flow rights (separation). We assess the impact of separation on various performance metrics while controlling for situations when the large shareholder has (1) the opportunity to expropriate (high free cash flows in the firm) and (2) the incentive to expropriate (low cash flow rights). We also control for when the large shareholder has the power to expropriate (high voting rights, outright control and insider management) and for the presence of family ownership. The results support our hypotheses and indicate that firm performance is lower when large shareholders have both the incentives and the opportunity to expropriate minority shareholders.     

股东大会网络投票制度研究

网络通讯投票是解决目前投票机制弊端的有效途径。我国未来设计网络通讯投票时，应注重主体与程序设计，平衡各种矛盾冲突，以实现网络投票机制效用最大化。     

The Effect of Shareholder Approval of Equity Issuances Around the World

Mandatory shareholder approval of equity issuances varies considerably across and within countries. In the United States and a few other countries, management typically needs the approval of only its board of directors to issue common stock. In most countries, however, by law or stock exchange rule, shareholders must vote to approve equity issuances when using certain methods or contemplating offers that exceed a specified fraction of outstanding shares. In some countries, shareholders must approve all equity issuances. Even in the United States, shareholder approval is mandatory under certain circumstances. The differences in the stock market reaction to shareholder‐approved equity issuances and to issues undertaken unilaterally by management are strikingly and consistently large. When shareholders approve stock issuances, whether public or rights offerings, or private placements, the average announcement returns are significantly positive, on the order of 2%. But when managers issue stock without shareholder approval, as in the case of U.S. public offerings, returns are significantly negative and 4% lower, on average, than for shareholder‐approved issues. What's more, the closer in time the shareholder vote is to the issue date, and the greater the required plurality (say, two‐thirds instead of half the vote required for approval), the more positive is the market reaction to the issue—and these findings hold for each of the three main kinds of offerings that take place in all 23 countries in the author's sample. Also telling, in countries where shareholder approval is required, such as Sweden and Malaysia, rights offers predominate over public issues. But in countries like the U.S. and Japan, where managers may generally issue stock without shareholder approval, public offers predominate over rights issues. These findings suggest that agency problems—the tendency of corporate managements to put their own interests before their shareholders'—play a major role in equity issuances. Such findings are also largely inconsistent with the adverse selection, market timing, and signaling explanations that currently dominate academic thinking about equity issuances by public corporations.     

控股股东和财务杠杆的激励功能

以上海证券交易所的747家上市公司2003年的横截面数据为样本,检验了财务杠杆与公司价值之间的经验关系,考察了控股股东性质对财务杠杆价值效应的影响.结果发现,财务杠杆对公司价值(成长性)具有显著的积极效应;另外,控股股东性质对财务杠杆的价值效应和激励功能具有显著的影响,财务杠杆在法人控股的公司中能够发挥更有效的激励作用.     

Shareholder Votes and Proxy Advisors: Evidence from Say on Pay

We investigate the economic role of proxy advisors (PAs) in the context of mandatory “say on pay” votes, a novel and complex item requiring significant firm‐specific analysis. PAs are more likely to issue an Against recommendation at firms with poor performance and higher levels of CEO pay and do not appear to follow a “one‐size‐fits‐all” approach. PAs’ recommendations are the key determinant of voting outcome but the sensitivity of shareholder votes to these recommendations varies with the institutional ownership structure, and the rationale behind the recommendation, suggesting that at least some shareholders do not blindly follow these recommendations. More than half of the firms respond to the adverse shareholder vote triggered by a negative recommendation by engaging with investors and making changes to their compensation plan. However, we find no market reaction to the announcement of such changes, even when material enough to result in a favorable recommendation and vote the following year. Our findings suggest that, rather than identifying and promoting superior compensation practices, PAs' key economic role is processing a substantial amount of executive pay information on behalf of institutional investors, hence reducing their cost of making informed voting decisions. Our findings contribute to the literature on shareholder voting and the related policy debate.     

上市公司员工持股计划的效果和问题研究

实施员工持股计划,是企业鼓励其员工持有本公司股票的一种有效方式,有利于完善员工与企业的利益共享机制。本文针对376家已实施员工持股计划的上市公司的研究表明:股权集中度高、盈利能力强的企业更倾向于实施该计划,实施该计划的公司市值增速和负债增速均显著高于未实施的公司;TMT(Telecommunication,Media,Technology)行业实施该计划,能显著提高公司的现金流量增速以及盈利增速。员工持股计划总体上受到市场正面评价,但在实践中也存在高杠杆风险、企业行为短期化等问题。建议将员工持股计划作为混合所有制改革的抓手加快推进实施,扩大行业覆盖面,加强事中、事后监管,完善员工持股计划的激励约束机制,建立多维度的税收优惠体系。     

The Role of Institutional Investors in Voting: Evidence from the Securities Lending Market

This paper investigates voting preferences of institutional investors using the unique setting of the securities lending market. Investors restrict lendable supply and/or recall loaned shares prior to the proxy record date to exercise voting rights. Recall is higher for investors with greater incentives to monitor, for firms with poor performance or weak governance, and for proposals where returns to governance are likely higher. At the subsequent vote, recall is associated with less support for management and more support for shareholder proposals. Our results indicate that institutions value their vote and use the proxy process to affect corporate governance.     

The Effect of Cross-Border Acquisitions on Shareholder Wealth — Evidence from Switzerland

We analyze the wealth effects of 114 domestic and international acquisitions announced by Swiss corporations between 1990 and 2001. We find no difference between national and cross-border mergers. This may indicate that the international capital markets are highly integrated and is in contrast to recent empirical findings on a prevailing segmentation of capital markets within Europe. We also analyze the role of professional advisors in Swiss M&A transactions. Our results indicate that the expenses for professional advice might outweigh the potential benefits.     

The Shareholder Wealth Effects of Insurance Securitization: Preliminary Evidence from the Catastrophe Bond Market

Insurance securitization has long been hailed as an important tool to increase the underwriting capacity for companies exposed to catastrophe-related risks. However, global volumes of insurance securitization have remained surprisingly low to date which raises questions over its benefits. In this paper, we examine changes in the market value of insurance and reinsurance firms which announce their engagement in insurance securitization by issuing catastrophe (Cat) bonds. Consistent with the hitherto underwhelming contribution of Cat bonds to global catastrophe coverage, we do not find evidence that Cat bonds lead to strong wealth gains for shareholders in the issuing firm. More importantly, we report large variations in the distribution of wealth effects in response to the issue announcement. We show that the wealth effects for shareholders in firms which issue Cat bonds appear to be driven by explanations according to which Cat bonds offer cost savings relative to other forms of catastrophe risk management (and less by the potential of Cat bonds to hedge catastrophe risk). Thus, abnormal returns are particularly large for issues by firms which face low levels of loss uncertainty (which reduces the information acquisition costs in financial markets) as well as for issues during periods when prices for catastrophe coverage (including Cat bonds) are low.