The Implications of Equity Issuance Decisions within a Parent-Subsidiary Governance Structure

We provide evidence about the motivation for a parent–subsidiary governance structure by analyzing valuation effects of seasoned equity offerings by publicly traded affiliated units. Our results support Nanda's (1991) theoretical model which predicts equity offerings convey differential information about subsidiary and parent value. Subsidiary equity issuance has negative valuation effects on issuing subsidiaries and positive effects on parents, while parent equity issuance reduces issuing parent wealth and increases subsidiary wealth. Our evidence suggests that a parent–subsidiary organizational structure enhances corporate financing flexibility and mitigates underinvestment problems identified by Myers and Majluf (1984) . There is no evidence of subsidiary wealth expropriation.     

The Role of Holding Company Financial Information in the Insurer-Rating Process: Evidence From the Property-Liability Industry

We examine data for the year ended December 31, 1997 for 80 publicly traded property‐liability insurers that have Best financial strength ratings of their consolidated insurance‐operating subsidiaries. These firms employ a holding company structure, in which a parent owns the stock of multiple insurance‐operating subsidiaries. The operating subsidiaries prepare a consolidated annual report using the Statutory Accounting Principles (SAP), and an analogous set of financial statements based on the Generally Accepted Accounting Principles (GAAP) is released by the parent. We find that the financial characteristics important in determining ratings at the individual firm level—capitalization, liquidity, profitability, and size—are also important at the group level. Further, financial ratios from holding company statements are incrementally useful in the ratings' process, after group‐level ratios have been taken into account. Robustness tests based on a subsample of holding companies with minimal investment outside of the property‐liability industry reinforce our conclusion that parent company statements influence consolidated group ratings. However, our data do not allow us to separate the relative contribution of the GAAP model and underlying transactions to the ratings decision.     

The impact of industrial incidents on stock market volatility

We examine stock market volatility attributed to industrial incidents involving publicly traded US companies, with contributing factors identified as company violations and safety errors, equipment failure, human error and vandalism. Incidents identified as safety violations elicited the highest costs in terms of equity price reductions, but the volatility effects of these incidents tend to mitigate within two weeks. Incidents caused by vandalism experience the sharpest volatility increases, but reduce within two days. Volatility associated with incidents caused by equipment failure tends to persist for almost four weeks. Injuries cost publicly traded companies $14 million each while fatalities lead to equity market capitalisation reductions of between $465 and $720 million. These results shed light on the equity market's role as a driver for enhanced compliance with health and safety regulation and with industry good practice.     

Employee sentiment and stock option compensation

The use of equity-based compensation for rank-and-file employees is a puzzle. We analyze whether the popularity of option compensation may be driven by employee optimism, and show that optimism by itself is insufficient to make option compensation optimal. The crucial insight is that firms compete with financial markets as suppliers of equity to employees and that employees’ access to the equity market restricts firms’ ability to profit from employee optimism. Firms must be able to extract some of the implied rents even though employees can purchase company equity in the financial markets. Such rent extraction becomes feasible if employees prefer the stock options offered by firms to the equity offered by the market, or if the traded equity is overvalued. We provide empirical evidence that firms use broad-based option compensation when boundedly rational employees are likely to be excessively optimistic about company stock, and when employees are likely to strictly prefer options over stock.     

The price of corporate liquidity: Acquisition discounts for unlisted targets

This paper documents average acquisition discounts for stand-alone private firms and subsidiaries of other firms (unlisted targets) of 15% to 30% relative to acquisition multiples for comparable publicly traded targets. My results are strongly consistent with the notion that sale prices for unlisted targets are affected by both the need for, and availability of, the liquidity provided by the buyer. Corporate parents are significantly liquidity-constrained prior to the sale of a subsidiary, particularly when the subsidiary is being sold for cash. Furthermore, acquisition discounts are significantly greater when debt capital is relatively more expensive to obtain, and when the parent firm has below-market stock returns in the 12 months prior to the sale.     

The Value Relevance of Equity Method Fair Value Disclosures

We assess the valuation implications of the fair value disclosures made for publicly traded securities accounted for under the equity method. We test the association between investors' stock price metrics and fair value disclosures while controlling for book values on a sample of 172 investor firm-years during 1993–1997. Our results indicate that the information in the fair value disclosures is incremental to the information provided by both an investment's equity method book value and equity method reported income. This suggests that there is nothing unique about investments in publicly traded common stock that involve significant influence that makes the fair value disclosures irrelevant for firm valuation.     

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.     

Do Changes in Industrial Policy Affect Allocation of Financial Resources Among Subsidiaries?

This study explores how enterprise groups adjust the allocation of financial resources among subsidiaries after the industrial policy is amended. Results show that compared to subsidiaries experiencing minimal impact due to changes in industrial policy, a higher inflow of financial resources from enterprise groups is witnessed by subsidiaries experiencing a positive impact than those experiencing a negative impact. From the specific channels of allocation of financial resources, subsidiaries experiencing a positive effect obtain more equity investment from the parent company and pay fewer cash dividends. Contrarily, subsidiaries experiencing a negative impact obtain less equity investment and have minimum cash adequacy ratio.     

Does a Parent–Subsidiary Structure Enhance Financing Flexibility?

I examine whether firms exploit a publicly traded parent–subsidiary structure to issue equity of the overvalued firm regardless of which firm needs funds, and whether this conveys opposite information about firm values. Using 90 subsidiary and 37 parent seasoned equity offering (SEO) announcements during 1981–2002, I document negative returns to issuers but insignificant returns to nonissuers in both samples, and insignificant changes in combined firm value and parent's nonsubsidiary equity value in subsidiary SEOs. Firms issue equity to meet their own financing needs. My evidence contrasts with previous studies and suggests that parent–subsidiary structures do not enhance financing flexibility.     

The creation of a class of limited voting common stock and shareholder wealth

Common stock with limited voting rights changes managerial incentives by allowing managers to separate ownership of equity from ownership of votes. This study compares managerial ownership before and after the creation of a class of limited voting common stock by 44 publicly traded firms between 1962 and 1984, and examines whether the event affects the wealth of current shareholders. There is no evidence that current shareholders are harmed by the creation of limited voting common stock.     

PRIVATE EQUITY: SOURCES AND USES

Private equity capital is playing a large and growing role in the funding of small to medium-sized, high-growth businesses. Today's private equity investment typically takes the form of purchase of a minority interest in a post-start-up, high-technology company followed by an IPO a few years later. A large number of such investors are scouring the markets for new investment possibilities and the competitive pressures are growing.
Although private equity investors can and often do add significant value to a company, private equity is potentially expensive, in terms of both loss of ownership and loss of control over long-term strategic decisions of the company. Owner-managers who want to retain as much of both as possible are advised to install more formalized business procedures, expand the company's outside relationships, and become more familiar with the company's financial needs and options. These changes should reduce capital needs, reduce the costs of private equity funding, and increase negotiating leverage when dealing with large, sophisticated private capital investors.     

企业集团现金分布、管理层激励与资本配置效率

本文以母公司为视角,基于科层代理理论和信息不对称理论,研究不同生命周期阶段母子公司现金分布变化对资本配置效率的影响及母公司管理层激励的治理效应。研究发现:在成长期,母公司 “自主型”财控模式下子公司高持现比率导致了过度投资,对母公司管理层薪酬激励和股权激励能够抑制过度投资,此时对母公司管理层激励表现为抑制子公司经理人圈地的监督机制;在成熟期,母公司 “平衡型”财控模式适度降低子公司持现比率,缓解了过度投资,对母公司管理层股权激励能够进一步抑制过度投资,但薪酬激励无效;在衰退期,母公司“家长型”财控模式下过度回笼资金带来投资不足,股权激励能够抑制投资不足,此时对母公司管理层股权激励表现为驱动子公司经理人投资的勉励机制。     

Financial ratios used by equity analysts in Mexico and stock returns

A sample of recommendation reports by equity analysts covering Mexican publicly traded firms in Mexico is studied. We propose a set of “most preferred” financial ratios from this sample. It is found that the most preferred ratios by equity analysts, a group of sophisticated users, are not those ratios typically covered in financial textbooks. Moreover, by using panel regression analysis, we test the relationship between financial ratios and leading stock returns during the 1995–2011 period. Overall, consistent with the efficient market hypothesis, the results show that estimates of financial ratios most preferred by equity analysts have predictive power on 1-year future stock returns. We find no evidence of predictive power on 2-year stock returns.     

Expensing stock options: a fair-value approach

Now that companies such as General Electric and Citigroup have accepted the premise that employee stock options are an expense, the debate is shifting from whether to report options on income statements to how to report them. The authors present a new accounting mechanism that maintains the rationale underlying stock option expensing while addressing critics' concerns about measurement error and the lack of reconciliation to actual experience. A procedure they call fair-value expensing adjusts and eventually reconciles cost estimates made at grant date with subsequent changes in the value of the options, and it does so in a way that eliminates forecasting and measurement errors over time. The method captures the chief characteristic of stock option compensation--that employees receive part of their compensation in the form of a contingent claim on the value they are helping to produce. The mechanism involves creating entries on both the asset and equity sides of the balance sheet. On the asset side, companies create a prepaid-compensation account equal to the estimated cost of the options granted; on the owners'-equity side, they create a paid-in capital stock-option account for the same amount. The prepaid-compensation account is then expensed through the income statement, and the stock option account is adjusted on the balance sheet to reflect changes in the estimated fair value of the granted options. The amortization of prepaid compensation is added to the change in the option grant's value to provide the total reported expense of the options grant for the year. At the end of the vesting period, the company uses the fair value of the vested option to make a final adjustment on the income statement to reconcile any difference between that fair value and the total of the amounts already reported.     

How Do Quasi‐Random Option Grants Affect CEO Risk‐Taking?

We examine how an increase in stock option grants affects CEO risk‐taking. The overall net effect of option grants is theoretically ambiguous for risk‐averse CEOs. To overcome the endogeneity of option grants, we exploit institutional features of multiyear compensation plans, which generate two distinct types of variation in the timing of when large increases in new at‐the‐money options are granted. We find that, given average grant levels during our sample period, a 10% increase in new options granted leads to a 2.8% to 4.2% increase in equity volatility. This increase in risk is driven largely by increased leverage.     

会计准则改革、会计利润信息与银行债务契约

本文考察了新、旧准则下合并报表净利润对银行信贷决策有用性的变化,以及新、旧准则下合并—母公司净利润差异对银行信贷决策有用性的变化。研究发现,合并报表净利润是银行信贷决策的重要依据,新准则下合并报表净利润与债务契约的相关性减弱,且公允价值变动损益高的公司更明显。论文还发现,新准则实施后,合并—母公司净利润差异与企业获得银行借款的相关性减弱,说明新准则下的合并母公司净利润差异为银行信贷决策提供了新的信息含量。     

An improved of Hull–White model for valuing Employee Stock Options (ESOs)

Review of Quantitative Finance and Accounting - Employee stock options (ESOs) are call options granted by a company to its employees as a means to retain and to motivate them for working towards...     

VALUE CREATION AT ANHEUSER-BUSCH: A REAL OPTIONS EXAMPLE

The management of Anheuser-Busch created $11.5 billion of shareholder value between 1996 and 1998, a period in which U.S. demand for beer was flat and the company's profits grew only modestly. Of that $11.5 billion, the authors estimate that nearly $10 billion can be attributed to the growth options created or expanded by the company during that period. While divesting itself of unrelated businesses, such as snack foods, Busch stadium, and the St. Louis Cardinals baseball franchise, the company began purchasing minority equity interests in brewing concerns in markets with growing demand for beer, including Mexico, Brazil, Chile, Argentina, and the Philippines.
The main undertaking of the paper is to use the real options valuation method to estimate the growth option value that Anheuser-Busch has created through its investments in joint ventures in foreign markets. The authors focus specifically on a joint venture in the Argentina/Chile market, and argue that this arrangement gives the company the flexibility to invest in a complete brewing and distribution system in that market after learning about the market's potential. In other words, the joint venture creates a call option on the Argentina/Chile market. Traditional DCF analysis, which ignores the flexibility in the strategy, assigns a negative NPV to the joint venture. But explicit recognition of the "option-ality" built into the investment results in a very different valuation—as well as a plausible explanation of the growth option value in the company's stock price.
As the Anheuser-Busch example also illustrates, valuation of the real option depends critically on the assumption about the volatility of the future value of the investment projects. The authors provide an intuitively useful way for managers to examine their own volatility assumptions—one that draws on the probability assessments that are part of the well-known Black-Scholes model.     

Value Creation and Governance Structure in Reit Mergers

The Umbrella Partnership REIT (UPREIT) structure has become the dominant form of organization for U.S. REITs. We examine the utility of this corporate structure from a new perspective, finding evidence that convertible securities issued by UPREITs in payment for properties acquired from private sellers often function as instruments of corporate control, aligning the interests of new executives acquired in the transaction with those of the purchasing REIT’s shareholders. We also find evidence that these financial arrangements are used to signal information regarding the firm’s future prospects. We use a sample of 53 public–private mergers 1995–2001, in which the acquirer is a publicly traded REIT. We find that wealth effects from central managerial changes are positively related to the degree to which payment takes the form of convertible equity units of UPREIT subsidiaries, and to the minimum lock-up period for those units prior to conversion. The positive effects of longer lock-ups are evidence that financing structure can be used to reduce agency and information costs related to managerial restructuring in public–private mergers.     

USING EXCHANGE-TRADED EQUITY FLEX PUT OPTIONS IN CORPORATE STOCK REPURCHASE PROGRAMS

Casual evidence suggests that as many as 10% of the companies repurchasing their stock over the past decade have used the sale of puts on the company's stock as part of the repurchase program. This article describes a new instrument for such corporate stock buybacks recently introduced by the American Stock Exchange: Equity Flex puts on the issuer's stock. When and if the puts are exercised, the company's shares are retired—often on better terms and with better cash flow timing than the company could achieve with a conventional stock repurchase program.
To date, such stock repurchase programs have been conducted primarily using over-the-counter put options. The new Equity Flex puts promise to eliminate the relative advantages of OTC transactions and offer stock repurchasers better pricing and increased liquidity. Use of exchange markets can also help overcome any reluctance a financial officer might have to rely on prices offered by a single dealer.