Managerial Entrenchment and Capital Structure Decisions

We study associations between managerial entrenchment and firms' capital structures, with results generally suggesting that entrenched CEOs seek to avoid debt. In a cross-sectional analysis, we find that leverage levels are lower when CEOs do not face pressure from either ownership and compensation incentives or active monitoring. In an analysis of leverage changes, we find that leverage increases in the aftermath of entrenchment-reducing shocks to managerial security, including unsuccessful tender offers, involuntary CEO replacements, and the addition to the board of major stockholders.     

Property Segment and REIT Capital Structure

This paper relies on an increasing number of industry equilibrium studies linking a firm to its industry peers to help explain the observed REIT capital structure variation within property segments beyond what is possible with the traditional partial equilibrium trade-off and pecking order theories, which assume that each firm operates in isolation from other market participants and are not particularly suitable to REITs because of the regulated setting within which these firms operate. We build several proxies for a REIT’s position within its property segment. Consistent with the competitive equilibrium model of Maksimovic and Zechner (1991), we find that a REIT’s volatility of operating performance relative to the median volatility of operating performance of its segment peers is an important determinant of its leverage ratio. We also find that a REIT’s leverage ratio depends on the median leverage ratio in its segment. Leverage is also related to a REIT’s status as an incumbent and its role as a leader in the property segment.     

Capital Structure, Compensation and Incentives

This article illustrates an incentive-aligning role of debtin the presence of optimal compensation contracts. Owing toinformation asymmetry, value-maximizing compensation contractsallow managerial rents following high investment outcomes. Themanager has an incentive to increase these rents by choosinginvestments that generate greater information asymmetry. Anaptly chosen debt level mitigates this incentive, because investmentsthat generate greater information asymmetry have more volatileoutcomes. The greater volatility would make the debt risky,causing the shareholders to focus on high outcomes and thereforecompensation contracts that reduce managerial rents. At theoptimum, the manager avoids opportunistic investments, and theshareholders offer value-maximizing compensation contracts.Empirically, the analysis predicts a negative relationship betweenleverage and market-to-book that is reversed at extreme market-to-bookratios, a negative relationship between leverage and profitability,a negative relationship between leverage and pay-for-performance,and a positive relationship between pay-for-performance andinvestment opportunities.     

Capital Structure Theory and REIT Security Offerings

In this paper, we examine the stock price reactions to announcements of new security offerings by Real Estate Investment Trusts (REITs). REITs offer a unique setting in which to study these events because they do not pay taxes at the firm level. Theory suggests that the net tax gain to corporate borrowing is unambiguously negative for a REIT. Contrary to some recent studies, however, we find a positive stock price reaction to debt offerings, while the negative equity-issuance effect is preserved. Further empirical evidence lends support to signalling as the explanation for the positive significant debt-issuance effect.     

资本结构、管理层防御与上市公司高管薪酬水平

将人力资本破产成本引入研究框架是高管薪酬理论研究的新突破.其他条件相同时,公司的资产负债率越高,破产可能性就越大,高层管理者因而要求更高的薪酬水平以补偿所需承担的更高的人力资本破产成本.可见,公司资本结构因暗涵了人力资本破产成本,可作为衡量高管薪酬是否合理的依据.本文以2004-2007年上市公司为样本,从资本结构的视角来审视上市公司的高管薪酬,并探究公司管理层防御现象.研究发现:(1)我国上市公司普遍存在管理层防御现象;(2)平均而言,国有企业高管薪酬水平高于民营企业,但资本结构相近,因此,相比于其所承担的人力资本破产成本,国有企业高管的薪酬水平太高了;(3)与民营企业相比,国有企业存在着更为严重的管理层防御问题.     

Risk-Shifting Incentives and Signalling Through Corporate Capital Structure

This paper examines optimal corporate financing arrangements under asymmetric information for different patterns of temporal resolution of uncertainty in the underlying technology. An agency problem, a signalling problem and an agency-signalling problem arise as special cases. The associated informational equilibria and the optimal financing arrangements are characterized and compared. In the agency-signalling equilibrium the private information of corporate insiders at the time of financing is signalled through capital structure choices which deviate optimally from agency-cost minimizing financing arrangements, which in turn induce risk-shifting incentives in the investment policy. In the pure signalling case the equilibrium is characterized by direct contractual precommitments to implement investment policies which are riskier than pareto-optimal levels. Empirical implications for debt covenants and the announcement effect of investment policies and leverage increasing transactions on existing stock and bond prices are explicitly derived.     

内部资本市场:治理结构、机制与有效性

本文根据控制权的配置方式、终极股东的性质和实际控制人类型的不同,将内部资本市场的治理结构模式分为业务纽带型ICM、股权纽带型ICM和混合纽带型ICM三个大类和六个子类,并对结构演进的内在机制特征进行了探析,最后在治理结构模式的基础上分析了内部资本市场有效性。     

民营企业资本结构与公司治理结构分析

民营企业的公司治理结构不健全主要是资金结构不合理、政府职能不到位以及企业自身原因所造成的.应推进金融体制改革,培育信用环境,提高风险识别能力,加强政府协调,改善民营企业的外部融资环境,优化资本结构,健全公司治理结构,解决民营企业融资难问题     

Corporate Governance, Incentives, and Industry Consolidations

This article studies the determinants of the success of industryconsolidations using a unique sample of firms established atthe time of their initial public offering: roll-up IPOs. Inthese transactions, small, private firms merge into a shellcompany, which goes public at the same time. These firms deliverpoor stock returns; their operating performance mimics thatof comparable firms but does not justify their high initialvaluations. However, if the managers and owners of the firmsincluded in the transaction remain involved in the businessas shareholders and directors, operating and stock price performanceimprove, and future acquisitions are better received by themarket. Higher ownership by the sponsor of the transaction leadsto a reduction in performance, consistent with the view thatthe sponsor's compensation is excessive. These findings highlightthe impact of corporate governance on performance.     

Entrenchment and Severance Pay in Optimal Governance Structures

This paper explores how motivating an incumbent CEO to undertake actions that improve the effectiveness of his management interacts with the firm's policy on CEO replacement. Such policy depends on the presence and the size of severance pay in the CEO's compensation package and on the CEO's influence on the board of directors regarding his own replacement (i.e., entrenchment). We explain when and why the combination of some degree of entrenchment and a sizeable severance package is desirable. The analysis offers predictions about the correlation between entrenchment, severance pay, and incentive compensation.     

On the Determinants of REIT Capital Structure: Evidence from around the World

The Journal of Real Estate Finance and Economics - Using a sample of REITs from twelve countries around the world, we examine the determinants of REIT capital structure. We investigate...     

公司治理、激励机制与高管薪酬制度重构

1990年代以来,公司高管薪酬持续飞涨,即使在全球金融危机背景下,一些接受政府注资的公司高管仍然领取天价高薪,因此,改革高管薪酬制度的呼声越来越高。本文认为,企业高管薪酬的失衡从根本上源于传统薪酬制度理论的不合理,而这些理论假定的不合理则导引于公司治理的内在缺陷。因此,重构薪酬制度,完善激励机制,必须以改革公司治理为逻辑起点。本文在分析公司治理与激励机制关系基础上,对高管薪酬制度的理论假定与现实困境进行了全面深入地剖析．对高管薪酬制度框架的设计与重构提出了具体设想。     

Influence Costs and Capital Structure

This paper analyzes the role of capital structure in the presence of intrafirm influence activities. The hierarchical structure of large organizations inevitably generates attempts by members to influence the distributive consequences of organizational decisions. In corporations, for example, top management can reallocate or eliminate quasi rents earned by their employees, while at the same time, they must rely on these employees to provide them with information vital to their decision making. This creates the opportunity for lower level managers to influence top management's discretionary decisions. As a result, divisional managers may attempt to inflate the corporate perception of their relative contributions to the firm, or to take actions that make the elimination of their rents more costly for the firm. This incentive to influence is especially acute when managers fear losing their jobs, for example in the event of a divestiture. Since the firm's capital structure can affect future divestiture decisions, it can be chosen to reduce or increase the divisional managers' incentives to influence top management's decisions. The control of influence activities arises at the expense of restrictions on future divestiture decisions. Hence, there emerges an optimal capital structure that trades off the costs of influence activities against the costs of making poor divestiture decisions. The findings suggest that capital structure can also be chosen to control influence activities that arise under less extreme motivations. We identify several key factors that determine the optimal capital structure: the top management's prior assessment of the likelihood that it will be optimal to divest a specific division; the costs of influence activities to the firm and to the divisional managers; and the difference in the valuation of the division's assets in the current firm and under alternative uses.     

REIT Debt Pricing and Ownership Structure

The Journal of Real Estate Finance and Economics - We show that ownership by institutional investors with increased incentives to monitor decreases the cost of both public and private debt in the...     

论资本结构与治理结构目标的一致性

本文从理论上分析了资本结构与治理结构的关系。资本结构安排在很大程度上决定了企业治理模式的选择 ,并能对经营者产生激励和约束作用 ,从而降低代理成本。而公司治理结构也会对资本结构的安排产生一定的影响。企业不但存在一个最优资本结构 ,也存在一个最优治理结构 ,它们通过企业价值最大化这一目标达到完美的统一。     

Dividend Policy, Corporate Governance and the Managerial Entrenchment Hypothesis: An Empirical Analysis

This paper analyses the agency explanation for the cross-sectional variation of corporate dividend policy in the UK by looking at the managerial entrenchment hypothesis drawn from the agency literature. Consistent with predictions, a significant U-shaped relationship between dividend payout ratios and insider ownership is observed for a large (exceeding 600 firms) sample of UK companies and two distinct periods. These results strongly suggest the possibility of managerial entrenchment when insider ownership reaches a threshold of around 30%. Evidence is also presented that non-beneficial holdings by insiders can lead to entrenchment in conjunction with shares held beneficially.     

How Investment Opportunities Affect Optimal Capital Structure

This article addresses the question of how competition for investments among companies in a certain industry affects their capital structure. The authors develop a new modelling framework that simulates financial variables of a set of firms in a given sector, and uses the framework to analyze how such firms compete for new investments. The leverage of companies affects their flexibility to react to and take advantage of investment opportunities, and the authors show how such flexibility can be optimized to maximize the firm’s growth. As an illustration, they apply the model to a set of European airlines and global pharmaceutical companies. The novelty introduced by this paper is the explicit modelling of the interaction between several companies. The literature on optimal capital structure focuses on individual companies optimizing their capital structure in a world in which the actions of their competitors are exogenous. The authors’ results show how to incorporate the competitive position of the firm as well as the availability of investment opportunities into the capital structure decison.     

Human Capital,Bankruptcy, and Capital Structure

We derive the optimal labor contract for a levered firm in an economy with perfectly competitive capital and labor markets. Employees become entrenched under this contract and so face large human costs of bankruptcy. The firm's optimal capital structure therefore depends on the trade‐off between these human costs and the tax benefits of debt. Optimal debt levels consistent with those observed in practice emerge without relying on frictions such as moral hazard or asymmetric information. Consistent with empirical evidence, persistent idiosyncratic differences in leverage across firms also result. In addition, wages should have explanatory power for firm leverage.     

董事网络、独立董事治理与高管激励

独立董事的治理行为受到所处社会网络的影响。基于"董事在董事会同时任职的直接或间接联结关系"而形成的董事网络,本文利用社会网络分析方法检验了独立董事的网络特征对其发挥在促进高管激励有效性影响中的作用机理。结果发现:公司独立董事网络中心度越高,高管薪酬-业绩敏感性越强;与非国有上市公司相比,国有上市公司中独立董事网络中心度与高管薪酬-业绩敏感性的正相关关系更弱;进一步研究发现,用独立董事网络中心度解释的高管薪酬部分对未来业绩有促进作用。结论丰富了"网络和治理"研究的证据。     

资本结构对公司治理机制的影响：来自管理报酬的证据

财务杠杆能够强化管理报酬的业绩敏感度,并优化管理报酬的激励结构。公司债务所生成的约束机制有助于改善公司治理机制,促进管理效率,减少自由现金流的代理成本,并最终实现公司价值的提升。财务杠杆对公司价值有积极效应。