Do managers make takeover financing decisions that circumvent more effective outside blockholders?

Consistent with agency theory, we find that bidder managers make takeover financing decisions in ways that circumvent more effective monitors. Bidder managers are more likely to use cash rather than stock when targets have aggressive outside blockholders. We also find that the likelihood of a cash offer decreases when aggressive outside bidder block ownership is relatively low. However, the likelihood of a cash offer increases when aggressive outside bidder blockholding is in the intermediate range, a range of ownership where their continued influence over managerial decisions is threatened by a stock offer. Furthermore, we find that bidder management tends to use cash when its outside bidder blockholders are less aggressive. Overall, our findings indicate that managerial decisions on financing takeovers are motivated to prevent aggressive outside blockholders from gaining more control.     

Characteristics of firms that issue convertible debt versus convertible preferred stock

This study examines the characteristics of firms that issue convertible debt versus firms that issue convertible preferred stock. The findings are consistent with the agency, information asymmetry, optimal capital structure, financial distress, and tax benefits hypotheses. The findings also indicate that these two types of convertible securities are used to raise external capital by distinctively different groups of firms. First, convertible preferred stock issuing firms have larger nondebt tax shields and higher levels of financial, operating, and bankruptcy risks than convertible debt issuing firms. Second, firms that issue convertible debt have greater free cash flow (financial slack) and growth potential than firms that issue convertible preferred stock.     

现金并购定价分析

现金并购意味着收购股权的支付方式有别于传统的现金支付方式,而现金并购中的关键环节是真实的反映被并购企业的价值。本文对并购企业价值的决定与相关因素及其使用方法进行了分析,认为完善现金收购中的定价体系,有助于资本市场的进一步发展,对并购定价体系给予科学的分析具有实际意义。     

Acquiring firms' stock returns: Methods of payment,change in leverage,and management ownership

This study examines the effects of the method of payment, change in leverage, and management equity ownership on the acquiring firm's stock returns around the initial announcement date of the merger. Results indicate that stockholders of mergers financed with stocks suffer significant losses. These losses are larger when management ownership is low and smaller in mergers that resulted in acquiring firm leverage decreases. Stockholders of acquiring firms involved in cash mergers gain significant abnormal returns, provided that acquiring firms increase their leverage and that managerial ownership is high. When management equity ownership is low, leverage has no effect on stock returns. When management ownership is high, mergers which resulted in acquiring firm leverage increases have significant positive effects, and those which resulted in acquiring firm leverage decreases have negative but insignificant effects.     

Earnings quality and corporate payout policy linkages: An Indian context

We investigate the role of accounting quality as an antecedent of dividend payout decision of firms, for both dividend levels and dividend event, in an emerging market context. Using the data for Indian firms through the years 2006–2016, we evaluate the impact of discretionary accruals on payout decision employing Tobit and Logit regression models amid set of idiosyncratic controls. We report that better earnings quality, on average, is associated with large dividend payments for Indian firms. Moreover, the likelihood of dividend payment reduces with poor earnings quality and more so when earnings manipulation is done to increase earnings. Nonetheless, we show that higher earnings quality reduces dividends during the crisis period and also for group-affiliated firms. However, the same doesn’t hold true for dividend likelihood. The relationship is robust to the idiosyncratic controls and the causality test confirms that results are not susceptible to endogeneity issue. Overall, we conclude that better earnings quality takes care of free cash flow problems and alleviates the agency and information asymmetry related costs, thereby stimulating payout policy.     

The strategic choice of payment method in takeovers: The role of environmental,social and governance performance

Payment method choice in takeovers is mainly driven by both asymmetric information between the acquirer and the target and the acquirer's financial capability. In this paper, we examine whether increased transparency and better access to finance induced by environmental, social and governance (ESG) performance are associated with the strategic choice of payment method in takeovers. More specifically, we investigate how the acquirer's and the target's ESG coverage and different levels of ESG performance affect the probability of cash offers in a sample of 836 US takeovers from 1992 to 2014. In examining the target, our results suggest that ESG coverage is positively associated with the probability of cash offers, whereas we find a negative relationship for ESG concerns and no effect for ESG strengths. Upon examining the acquirer, ESG coverage and ESG concerns both increase the probability of cash offers; however, we do not find results supporting our prediction regarding the acquirer's ESG strengths. We infer that ESG coverage and level affect strategic considerations in the choice of the payment method in takeovers because they not only reduce information asymmetry, but also enhance financing capability.     

The effect of non-convertible preferred stock retirement on shareholder wealth

In this paper the authors examine the common stock price behavior of firms that call their non-convertible preferred stock. The findings for the entire sample of preferred stock calls are consistent with the Modigliani and Miller (MM) leverage hypothesis that preferred stock financing adds no value to the firm. However, for those firms whose preferred stock was completely eliminated from the capital structure, a significant, positive announcement effect is observed. This finding is consistent with an information signaling effect related to the earnings prospects and tax status of the calling firms and also is suggestive of a burdensome covenant effect. No evidence is found to support the free cash flow theory of common stock price reactions to preferred stock calls.     

It is not a flat world after all: Tax repatriation costs and cash value

US corporations have accumulated record‐high amounts of cash, and most of it is trapped in foreign accounts. This study tests the hypothesis that the marginal value of cash decreases in the presence of tax repatriation costs, as these costs are a strong indication that part of the cash is trapped abroad. Cash abroad is not readily available to the company because it is subject to an additional layer of tax before it can be used or distributed. Moreover, uncertainty surrounds the potential use of foreign cash, and research documents that firms holding high amounts of cash abroad are likely to invest in negative net present value activities. Finally, possible changes in tax regulation are an additional source of uncertainty. Consequently, foreign cash should be worth less than domestic cash. Using a large sample of US firms drawn from COMPUSTAT during the 1991–2012 period, the analysis suggests that shareholders value an extra dollar of cash at $1.086. However, this result changes dramatically when the change in cash is interacted with the tax cost of repatriating the earnings. That is, the marginal value of cash decreases significantly in the presence of tax repatriation costs, and shareholders discount cash when it is likely to be held abroad. This study contributes to the literature on cash holding by investigating whether tax repatriation costs affect the value of corporate cash. Moreover, the findings show that there are important economic consequences linked to the phenomenon of cash accumulation in foreign countries and therefore provide regulators with a sound foundation on which to take additional actions to require more disclosure of and transparency in the actual location of firms’ cash holdings.     

The effect of takeover defenses on the dividend decision

Many firms have sought protection from hostile takeovers by passing defensive amendments to their corporate charter and/or lobbying their state legislatures for statutory protection. Agency theory would suggest that any such takeover defenses alter the principal-agent relationship. A consequence of such a change may be a change in corporate decision making. The objective of this research is to test the effect that passage of antitakeover amendments has on a firm's dividend policy. We use six alternate measures of dividend activity: total dividends paid, dividends per share and dividends relative to earnings, cash flow, market value, and book value. Our results indicate that firms that adopt antitakeover amendments, when compared to an industry control sample, tend to have a slower rate of growth in dividend payout as measured by the proxy variables. These results suggest that entrenchment is not a likely outcome of such amendments.     

Write-offs and Profitability in Private Firms: Disentangling the Impact of Tax-Minimisation Incentives

Private firms are likely to use the financial reporting process more for other objectives, such as tax savings, than for communicating performance. However, observing firms choosing accounting policies for tax-minimisation purposes is not straightforward due to (i) tax and non-tax costs of reporting lower income (ii) accounting policies that result in lower reported income and no tax savings but generate non-tax benefits (iii) preparers' multiple incentives and (iv) econometric issues. We observe a large sample of 20,505 private firms writing off assets in two separate regimes, one that generates tax savings and one that does not. Firms significantly decrease, but continue to use, write-offs after the adverse change in tax treatment of write-offs. The exogenous tax change should not affect other reporting incentives. This allows us to disentangle the tax-minimisation incentive from other (un-observable) incentives, including debt contracting, dividends and employee relations that contribute to the observed anomalous positive relationship between write-offs and profitability. We show that for private firms (i) obtaining tax savings is important overall (ii) non-tax costs and benefits are probably also important and (iii) earnings informativeness for future cash flows increases after the adverse tax legislation change.     

Large changes in stock prices: Market,liquidity, and momentum effect

This article investigates the determinants of large changes in stock prices. Empirical evidences suggest that the asymmetry phenomenon in determinants of large changes in stock prices is found in three stock exchanges. In the New York Stock Exchange (NYSE), momentum effect accounts for most of the likelihood of big gains in stock prices, while liquidity characteristics account for sharp declines of stock prices. An interesting finding is that the opposite is true for stocks traded in Amex and NASDAQ. The possible explanations of the different results in different stock exchanges may attribute to the characteristics of firms listed in these stock exchanges are different.     

Private Benefits of Control and Dual‐Class Share Unifications

This paper examines the decision to unify dual‐class shares into a single class. Using a sample of firms from seven European countries, we find that measures of lower private benefits of control available to the controlling shareholders, such as low separation between control and cash flow centers, the presence of financial investors, and cross‐listings, increase the likelihood of a unification of share classes. Unifications are also more likely in firms with higher growth opportunities that need external financing. Changes in the institutional environment aimed at limiting the powers of controlling shareholders are positively related to unifications. Increases in firm valuation are found for the year following unifications. Copyright © 2011 John Wiley & Sons, Ltd.     

上市公司非公开发行动因研究——基于社会资本视角

本文从社会资本的视角出发,研究上市公司非公开发行背后的深层动因。我们构建的理论框架表明,非公开发行不仅是上市公司的一种融资手段,而且是其获得社会资本的一条重要途径。在此理论框架下,我们以蒙牛乳业为个案,分析了蒙牛乳业通过非公开发行引入中粮集团,既获得金融资本,又获得社会资本的过程。本文的研究结论不仅对理论界从新的角度理解上市公司非公开发行背后的深层动因有重要启示作用,而且对上市公司采用非公开发行筹资实践有一定的借鉴作用。     

Why do reits engage in open-market repurchases?

We investigate why real estate investment trusts (REITs) still engage in open-market repurchases given the unique 95 percent payout requirement. We provide evidence that the motivations for REITs to repurchase stocks are different from those of unregulated firms found by the existing literature. Instead of using funds from operations, REITs appear to finance stock repurchases by issuing new debt and/or selling assets and investments. Unlike ordinary corporations, REITs stock repurchases are not motivated by cash distribution, capital structure, and undervalued equity. However, REITs are more likely to buy back stocks when employees own a higher level of stock options. Also, we find that REITs are more likely to buy back stocks when they have a higher institutional ownership and/or inside ownership.     

递延所得税会计信息的价值相关性研究

2007年开始实施的我国新会计准则要求上市公司按照资产负债表债务法确认所得税费用,由此产生了递延所得税会计信息。文章以Ohlson(1995)的价值相关性模型为基础,以2008年-2009年沪深A股上市公司为研究样本,检验了递延所得税会计信息在股票定价中的作用。结果发现:(1)递延所得税会计信息具有显著的价值相关性,能够提供额外的增量信息;(2)公司所得税税率的变化会削弱递延所得税的价值相关性。研究表明,递延所得税会计信息改善了投资者对公司资产价值质量和未来盈利能力的合理估计,提高了会计信息在股票定价中的作用。     

Corporate groups,liquidity, and overinvestment by Belgian firms quoted on the Brussels stock exchange

For a sample of large Belgian non-financial firms quoted on the Brussels stock exchange, it is found that investment of firms borrowing on an internal capital market is not determined by internal cash flow, while cash flow has a significant effect on investment for the other firms in the sample. Further analysis indicates that the cash flow effect is caused by overinvestment, not by financing constraints. No evidence is found that firms borrowing on an internal capital market in turn transfer surpluses of funds to other group members by investing in financial fixed assets. © 1998 John Wiley & Sons, Ltd.     

Real Earnings Management and Information Asymmetry in the Equity Market

The literature suggests that real earnings management (REM) activities can increase adverse selection risk in capital markets. Due to their opacity and the difficulties in understanding their implications, REM strategies may increase the level of information asymmetry among investors. This paper examines the association between earnings management through real activities manipulation and information asymmetry in the equity market. To estimate the level of adverse selection risk we use a comprehensive index of information asymmetry measures proposed by the market microstructure literature. For a sample of Spanish listed firms, we find that firms’ strategies of increasing earnings through REM are associated with higher information asymmetry in those firms that meet last year’s earnings. Our findings are consistent with the hypothesis that earnings management through real activities manipulation garbles the market, enhances private information production, and exacerbates information asymmetry in the stock market.     

卖空管制放松与上市公司现金股利：促进还是抑制？

基于2006—2020年中国A股上市公司的数据,验证卖空管制放松对上市公司现金股利分配的影响。研究发现,相比于不可卖空的公司,可卖空公司在被列入卖空标的后,其现金股利分配意愿、分配规模与分配平稳性均显著提升。机制检验发现,卖空管制放松对现金股利分配的促进在代理问题严重、投资机会少的公司中更显著,这支持了代理成本机制;同时,在信号传递能力强、信号传递需求大的公司中,卖空管制放松对现金股利分配的促进更显著,这支持了信号传递机制。进一步分析发现,现金股利分配能力不足的公司在应对卖空压力时并未使用“高送转”作为替代。而对于我国资本市场中广泛存在的达标式分配,卖空管制放松能够产生抑制作用,且抑制作用体现在没有再融资需求的公司中。研究表明,卖空管制放松促进了上市公司现金股利分配,卖空机制能够为我国资本市场中的现金股利监管提供市场化路径。     

股价崩盘风险、信息环境与企业现金调整

以我国2009—2016年沪深上市公司数据为样本,探究了股价崩盘风险、信息环境对企业现金调整的影响。研究发现：股价崩盘风险越大,企业现金调整速度越快,且这种正相关关系对于分析师跟踪数量较少、机构投资者持股比例少的企业而言更为显著。进一步考察股权性质在企业现金调整速度中的影响,发现国有企业与民营企业面对股价崩盘风险的现金调整速度并不具有显著差异,但是对于民营企业而言,更多的分析师跟踪和机构投资者持股将显著降低企业应对股价崩盘风险的现金调整速度,信息环境对于国有企业的作用并不显著。     

The weighted average cost of capital is not quite right

A firm's cost of capital used in discounted cash flow analysis is commonly calculated as a weighted average of the after tax costs of the firm's various sources of financing (equity, debt, preferred stock). Its use implies that for investment projects earning precisely the WACC the cash (in)flow is exactly sufficient to reward all the suppliers of finance with their respective costs of capital. However, the necessary cash flow (normal profit) implied by the WACC is inadequate to provide the cash flows to the individual sources of financing when they are considered separately. This note discusses the problem (WACC is a linear approximation of a nonlinear relationship) and presents a modification of the WACC which is conceptually superior to the WACC as commonly calculated.