Executive Cash Compensation and Corporate Performance During Different Economic Cycles*

Current practice of management cash compensation is based on financial targets. The financial targets for a year may be above, equal to, or below the previous year's publicly available performance measures based in part on the prevailing economic conditions. Accordingly, during economic downturn, a flat relation between changes in management cash compensation and simple changes in corporate performance, like annual profits or return on equity, is predicted, while during economic growth, a positive relation is predicted between changes of management cash compensation and corporate performance measures. The evidence in this study is based on the period 1987‐95. Pooled, cross‐sectional results are consistent with the propositions of no relation between changes in management cash compensation and changes in measures of corporate performance during periods of economic downturn and significant positive relation during economic growth. Further sensitivity analysis of these results with respect to market‐based performance measures, size, and industry classifications confirm the main results.     

Voluntary Disclosure and Informed Trading*

This study analyzes the impact of informed trading on voluntary corporate disclosure in the presence of two factors: the cost of disclosure and the value of a manager's informedness. In the absence of both factors, informed trading has no impact on disclosure even when traders are not certain whether the manager has information. When disclosure is costly, informed trading serves as a free substitute for the disclosure of favorable information, and reduces disclosure. Surprisingly, when the manager's informedness is valuable for the firm, informed trading can also increase disclosure. Traders can discover unfavorable information about the firm, so managers with such information have less incentive to pool with uninformed managers and disclose to show that they are informed. The study also demonstrates that informed trading can have either a positive or a negative effect on firm value by crowding in or crowding out information production in the firm. These results hold for general information structures and are robust if traders can choose how much information can be acquired.     

连锁股东影响企业环境信息披露质量吗？

高质量的环境信息披露是有效监督上市公司履行环保责任的前提。连锁股东通过资本关联能够对上市公司产生“公司—行业”的辐射治理作用,为推动整体环境治理水平创造了条件。以2007-2019 年中国沪深A 股上市公司为研究对象,分析连锁股东对上市公司环境治理信息披露质量的影响方向与作用机理。研究发现,连锁股东能够显著提升上市公司的环境治理信息披露质量,且这一作用在公司治理水平较低的公司更加明显,而在不同监管环境下无显著差异。机制检验表明,制衡实际控制人、监督管理层是连锁股东发挥影响的两条作用渠道,其目标是缓解融资约束,提升公司价值。本研究拓展了上市公司环境治理信息披露质量的影响因素研究,也为连锁股东的治理效应提供了实证证据,为优化资本市场投资者结构、监督企业环境责任的履行提供了重要启示。     

自愿性战略合作信息披露质量与公司经营风险

基于 2007-2018 年 A 股上市公司“战略框架协议公告”，采用文本分析法，实证检验上市公司战略合作信息披露质量对经营风险的影响，研究发现：（1）战略合作信息披露质量与上市公司经营风险呈显著负相关，即信息披露质量越高，经营风险越低。（2）进一步分析战略合作信息质量对经营风险的影响机制，分析结果表明：战略合作信息披露质量越低，则代理成本越高，企业经营效率越低，最终提高企业经营风险。（3）战略合作信息披露质量对企业经营风险的影响具有异质性。在微观方面，对于管理越规范、CEO 越集权与公司内控质量越好的公司，战略合作信息披露质量越能降低公司经营风险；在宏观方面，对于持股比例越高，市场化水平越高的公司，战略合作信息披露质量越能降低公司经营风险。研究为上市公司提高战略合作信息披露质量从而降低经营风险提供了经验证据，为上市民营公司降低融资成本、提高经营绩效提供了相关的政策参考。     

Ex Post Voluntary Disclosure Strategies for Insiders*

Asymmetric information between corporate insiders and other market participants can lead to large bid‐ask spreads or even a collapse of trade in financial markets. In this paper, we discuss how voluntary disclosure by insiders can remedy this problem. When insiders make disclosure decisions after they become informed, other market participants update their prior beliefs on the basis of both the information disclosed and the information not disclosed. Insiders then give up some or all of their information advantage to weakly increase their profits. These results do not rely on ex ante commitments on the part of the insiders.     

Executive Bonus Target Ratcheting: Evidence from the New Executive Compensation Disclosure Rules

This study investigates whether firms revise executive bonus compensation targets based on past performance. Studies in this area suffer from a lack of detailed information related to executive performance targets. Using mandatory disclosures of executive compensation information under the U.S. Securities and Exchange Commission's new disclosure rules, this study provides the first large‐sample evidence of bonus target ratcheting. There are three major findings: (i) executive bonus targets ratchet and they ratchet asymmetrically; (ii) the degree of target ratcheting and ratcheting asymmetry vary with executive equity incentives and investment opportunities; and (iii) performance relative to bonus target is serially correlated.     

Discretion in Financial Reporting: The Voluntary Disclosure of Compensation Peer Groups in Proxy Statement Performance Graphs*

We examine the 49 Standard & Poor's (S&P) 500 firms that voluntarily disclosed in their 1993 proxy statements, the composition of the comparison group used by each board's compensation committee to set executive compensation policies. We hypothesize that the net benefits of this disclosure are largest when (1) there is a high degree of stakeholder concern about compensation, (2) compensation policies are defensible, and (3) corporate governance is strong. Consistent with our stakeholder concern prediction, disclosing firms have higher compensation levels and are more apt to have received prior shareholder proposals about executive compensation. Contrary to this prediction, we find a negative association between financial press coverage of compensation policies and the probability of disclosure. Additionally, the disclosure decision is unrelated to the defensibility of compensation policies and the firm's corporate governance profile. Industry-adjusted firm performance, managerial entrenchment, CEO tenure, institutional holdings, and compensation committee independence variables are insignificant. We also compare the financial performance and compensation practices of compensation peers to two yardsticks — performance and pay practices at the sample firms and the corresponding S&P industry index firms. The compensation levels of compensation peers exceed those of the firms in the corresponding S&P industry indexes. Because (1) compensation levels and performance sensitivities at sample firms are more similar to those at compensation peers than to those at S&P industry index firms, and (2) the superior financial performance and higher performance sensitivities of disclosing firms justify high pay, this evidence suggests that the compensation peers of disclosing firms are an appropriate comparison group.     

自愿性信息披露对公司价值的影响研究

根据代理理论与信号理论,资质优良的公司有动力通过自愿性信息披露降低代理成本或突出自身竞争优势,因此,作为一种信号传递机制或契约安排,自愿性信息披露将对上市公司价值产生影响.以此为切入点,文章选取了沪市2004年制造业公司作为研究样本,实证检验了上市公司自愿性信息披露与公司价值之间的关系,结果发现,自愿性信息披露与公司价值之间呈现显著的正相关关系;由此,有必要进一步地加强我国上市公司的自愿性信息披露制度.     

高管薪酬、股权激励与公司绩效的相关性检验

国内外理论界对于高管薪酬激励与公司绩效关系的研究尚未得出较为一致的结论,尤其是在高管薪酬与其自身持股比例、高管薪酬与公司股权集中度上,在实证结果中存在较大分歧。因此,如何把影响高管薪酬激励水平和公司绩效的种种因素合理的纳入模型中就显得尤为关键。在综述前人研究成果的基础上,将上证180和深证100指数中的成分股作为样本,通过多元回归分析检验我国大型上市公司高管薪酬、股权激励与公司绩效的相关性,从而在理论上为我国高管薪酬制度改革提供一定的理论依据和实证支持。     

Voluntary Interim Disclosure by Early 20th Century NYSE Industrials*

Abstract. This paper examines stock market behavior associated with interim earnings and marketing-production disclosures by NYSE industrial corporations during 1905–10. Mean stock price changes are examined to assess whether these firms were more likely to disclose favorable information. We also examine the magnitude of price changes and trading volume to provide evidence on the credibility of these disclosures as perceived by investors. The sample and time period we examine enable us to evaluate the stock market effects of interim disclosures in a discretionary disclosure environment. We find no evidence that these firms were more likely to selectively disclose favorable interim information based on contemporaneous stock price changes. Also, no significant differences are detected in the incidence of interim disclosure before dividend or annual earnings increases compared to dividend cuts/omissions or annual earnings declines. We also document increased trading volume in the announcement week and prior weeks, but significant price changes are restricted to the preannouncement period. These results are driven by firms that do not frequently disclose interim information, and these firms' disclosures are frequently accompanied by concurrent news items (in particular, new financings). Price and volume results are weakly sensitive to the exclusion of cases with concurrent news items. Collectively, our results suggest no systematic tendency to disclose favorable information and managerial disclosures were at least partially credible in the early 20th century disclosure environment. Résumé. Les auteurs examinent la réaction du marché des valeurs mobilières à la publication d'information périodique relative aux bénéfices ainsi qu'à la production et au marketing, par les sociétés industrielles dont les titres étaient inscrits à la Bourse de New York durant la période 1905–1910 et s'intéressent aux variations du cours moyen des titres, afin d'évaluer si ces sociétés étaient davantage enclines à publier de l'information favorable. Ils examinent également l'ampleur des variations du cours des titres et du volume des opérations afin d'établir comment les investisseurs percevaient la crédibilité de l'information publiée. Les variations du cours des titres observées à l'époque ne permettent pas de conclure que ces sociétés étaient davantage enclines à sélectionner l'information périodique la plus favorable, et les auteurs ne détectent pas non plus de différences significatives dans les conséquences de la publication d'information périodique préalablement à des hausses de dividendes ou de bénéfices annuels, par rapport à des réductions ou des omissions de dividendes ou des diminutions des bénéfices annuels. Dans l'ensemble, les résultats portent à croire qu'il n'y a pas de tendance systématique à la publication d'information favorable, et que l'information publiée par la direction est au moins en partie crédible dans le contexte du début du XX^e siècle.     

Corporate Disclosure of Environmental Liability Information: Theory and Evidence*

Abstract. The decision to disclose information concerning a firm's environmental liabilities is modeled as a sequential game involving the firm, a capital market, and outside stakeholders who can impose proprietary (political) costs on the firm. A partial disclosure equilibrium is derived in which firms reveal information strategically, maximizing the share-value net of expected political costs. Inherent uncertainty regarding the existence and size of the liabilities creates a setting where outsiders are uncertain if management is informed about these liabilities, so firms can plausibly withhold “bad news”, that is, they do not disclose liabilities that exceed a threshold level. Three novel hypotheses are that a firm is more likely to disclose as (1) its pollution propensity increases, (2) outsiders' knowledge of its environmental liabilities increases, and (3) the risk of incurring proprietary costs decreases. Empirical support is found for the hypotheses, based on the accounting disclosures made by sample firms selected from the records of the Ontario Ministry of the Environment and Energy. Improved accounting and auditing standards for environmental disclosure would build on at least three implications of the study:

• 1 To the extent that inherent uncertainty leaves managers with discretion as to what to disclose, the partial disclosure equilibrium result suggests that not all firms will comply with disclosure standards.
• 2 Publishing broad environmental performance indicators for companies in nonaccounting outlets would increase public awareness of a manager's private information endowment, making voluntary accounting disclosures of the liabilities more likely.
• 3 If a significant decline in stakeholder tolerance of pollution occurs, the expected proprietary costs of disclosing increase, and companies become less likely to disclose.

     

Disclosure and Recognition Requirements: Corporate Investment Decisions with Externalities*

This paper examines the effects of disclosure and recognition requirements on investment decisions when shareholders have limited liability. Firms' investment projects have either high initial pollution prevention costs or high subsequent clean‐up costs, and their liability for clean‐up costs may be either individual or joint and several. Even with individual liability for clean‐up costs, shareholders' limited liability creates an incentive to select the latter project type and to impose costs on the rest of the economy. This tendency is exacerbated when clean‐up liability is joint and several. We show that a disclosure requirement cannot have an unambiguous effect on the selection of the “cleaner” project. However, an accrual requirement, together with an accounting‐based dividend restriction, is shown to promote choice of the project that imposes lower expected costs on the rest of the economy. Moreover, we find that it is possible for a recognition requirement to have a greater impact in a joint‐and‐several liability regime than in an individual liability regime.     

Corporate Governance Reform and Executive Incentives: Implications for Investments and Risk Taking

We investigate the mechanism through which the Sarbanes Oxley Act (SOX) was associated with changes in corporate investment strategies. We document that the passage of the governance regulations in SOX was followed by a significant decline in pay‐performance sensitivity (Delta) and incentives to take risk (Vega) in CEOs' compensation contracts. These changes in compensation contracts are related to a decline in investments, including research and development expenditures, capital investments and acquisitions. Moreover, consistent with the rules in SOX directly affecting CEOs' incentives to take risk, we document that the decline in investments exceeds the amount that would be expected from changes in compensation packages alone. Finally, we also find evidence that the changes in investments are related to lower operating performances of firms, suggesting that these changes were costly to investors. Our evidence speaks to the debate on how corporate governance regulation interacts with firms' and managers' incentives, and ultimately affects corporate operating and investment strategies. Our study suggests that one indirect cost of such regulations in SOX is the significant reductions in corporate risk‐taking activities in the post‐SOX period. The changes in investments were in part due to changes in executive compensation contracts and in part related to increased executives' personal costs of engaging in risky activities.     

Voluntary Disclosure,Information Asymmetry,and Insider Selling through Secondary Equity Offerings*

This paper examines the relation of voluntary disclosure of management earnings forecasts and information asymmetry to insider selling through secondary equity offerings. We hypothesize that the pattern of voluntary disclosure and level of information asymmetry prior to secondary equity offerings differs systematically based on the identity of the seller. Specifically, we predict a greater frequency of voluntary disclosure and decreased level of information asymmetry when managers sell their stock through a secondary offering. We examine this hypothesis in a cross-sectional analysis of 210 secondary equity offerings from 1984-91, using a two-stage conditional maximum likelihood simultaneous equations estimation procedure, which allows for possible endogeneity in the manager's decision to sell stock. Consistent with our predictions, we document a significantly positive association between managerial participation and voluntary disclosure of earnings forecasts in the nine-month period prior to registration of the offering. We also document a significantly negative association between managerial participation and two proxies for information asymmetry. The findings provide evidence that managers act as if reduced information asymmetry correlates with a reduced cost of capital.