Contracting under asymmetric information: Evidence from lockup agreements in seasoned equity offerings

We document the frequent use of lockup agreements in seasoned equity offerings (SEOs) and examine the determinants of their use, duration, and early release. We find that the likelihood of an SEO lockup and its duration are positively related to issuer information asymmetry measures. Lockup duration is negatively related to underwriter spreads and underpricing, indicating that lockups lower expected flotation costs. Lockups are frequently released early following share prices rises. We conclude that lockups represent a contracting solution to asymmetric information and agency problems that plague equity issues by helping to insure SEO quality and deter opportunistic insider trading.     

Evasive shareholder meetings

We study the strategic scheduling of annual shareholder meetings. When companies move their annual meetings a great distance from headquarters, they tend to experience pronounced stock market underperformance in the six months after the meeting and announce earnings below expectations over the subsequent year. Companies appear to schedule meetings in remote locations when the managers have private, adverse information about future performance and wish to discourage scrutiny by shareholders, analysts, and the media. However, shareholders do not decode this signal, since the disclosure of meeting locations leads to little immediate stock price reaction. We find that voter participation drops when meetings are held at unusual hours, even though most voting is done electronically during a period of weeks before the meeting convenes.     

The impact of gender diversity on shareholder wealth: Evidence from European bank M&A

We explore the association between board gender diversity and shareholder value creation. Specifically, we investigate the impact of gender diversity on the economic impact of bank mergers and acquisitions (M&A). We employ a multi-year sample of M&A announced by European listed banks and find that: (i) the presence of women on the board of directors has a positive and statistically significant effect on acquirer gains; and (ii) boards with three or more women, or where women represent more than 25% of the board, have a stronger impact on acquirer gains than in the opposite case, consistent with critical mass theory. Moreover, banks with a critical mass of female directors perform better in undertaking value-enhancing M&A after the global financial crisis. Policy makers and practitioners could benefit from the findings by exploiting the advantages of board heterogeneity in terms of gender.     

股民眼中的2006

胡说有理998 SOHU财经论坛 根据业界此前的预期,股改双过半(市值、数量)将成为股改进程中的一个重要节点,包括"新老划断"、金融产品创新等一系列重大举措都将在此后展开,不排除"两会"前后有重大利好推出.新综指再创新高,收出鸡年的最后一个红盘.早市股指冲高回落,午后两市再次走高,量能虽然有所萎缩,但总体看资金配合良好.     

Short-termism,shareholder payouts and investment in the EU

Investor-driven 'short-termism' is said to harm EU public firms' ability to invest for the long term, prompting calls for the EU to better insulate managers from shareholder pressure. But the evidence offered—rising levels of repurchases and dividends—is incomplete and misleading: it ignores large offsetting equity issuances that move capital from investors to EU firms. We show that, over the last 30 years and the last decade, net shareholder payouts have been moderate and investment and cash balances have increased. In sum, the data provide little basis for the view that short-termism in the EU warrants corporate governance reforms.     

Trading restrictions and firm dividends: The share lockup expiration experience in China

Chinese firms experienced a substantial reduction in nontradable shares following the Split-Share Structure Reform that began in 2005. The decrease in nontradable shares, or increase in share tradability, is associated with a decline in the firms’ cash dividend payouts. The positive association is attenuated in firms with fewer financial constraints, only weakly affected by firm governance, and not affected by investment opportunities or controlling shareholder type. The results highlight the fact that firms disgorge cash to compensate shareholders for trading restrictions and conclude that dividends persist when firms have easier access to external financing. These findings are robust to alternative definitions of nontradable shares, after controlling for firm fixed effects and omitted changing firm characteristics.     

The Norwegian shareholder tax reconsidered

S?rensen (Int. Tax Public Finance 12(6):777–801, 2005) gives an in-depth account of the new Norwegian Shareholder Tax, which allows the shareholders a deduction for an imputed risk-free rate of return. S?rensen’s positive evaluation appears as reasonable for a closed economy where the deduction for the imputed return is capitalized into the market prices of corporate shares. We show that in a small open economy where no capitalization occurs, the Norwegian shareholder tax is likely to leave the distortions caused by the corporate income tax unaffected, and to add new distortions to shareholders’ portfolio decisions.     

Institutional monitoring through shareholder litigation

This paper investigates the effectiveness of using securities class action lawsuits in monitoring defendant firms by institutional lead plaintiffs from two aspects: (1) immediate litigation outcomes, including the probability of surviving the motion to dismiss and the settlement amount, and (2) subsequent governance improvement such as changes in board independence. Using a large sample of securities lawsuits from 1996 to 2005, we show that institutional investors are more likely to serve as the lead plaintiff for lawsuits with certain characteristics. After controlling for these determinants of having an institutional lead plaintiff, we show that securities class actions with institutional owners as lead plaintiffs are less likely to be dismissed and have larger monetary settlements than securities class actions with individual lead plaintiffs. This effect exists for various types of institutions including public pension funds. We also find that, after the lawsuit filings, defendant firms with institutional lead plaintiffs experience greater improvement in their board independence than defendant firms with individual lead plaintiffs. Our study suggests that securities litigation is an effective disciplining tool for institutional owners.     

Capital gains taxation and shareholder wealth in takeovers

Before December 1999, the capital gains of shareholders who sold their shares into Australian takeovers have been taxable irrespective of payment method. Subsequently, shareholders can elect to rollover capital gains in equity takeovers. We examine the effect of this change on the association between target shareholder capital gains and bidder and target firm shareholder wealth. The results indicate that prior to the regulatory change, cash consideration results in higher target shareholder returns for non‐taxation reasons. After the introduction of capital gains tax rollover relief, we find that target and acquiring firm shareholders earn lower returns when cash consideration is offered to shareholders with greater capital gains.     

The role of shareholder proposals in corporate governance

This paper examines the corporate governance role of shareholder-initiated proxy proposals. We find that target firms tend to underperform and have generally poor governance structures, with little indication of systematic agenda-seeking by the proposal sponsors. Governance quality also affects the voting outcomes and the announcement period stock price effects, with the latter strongest for first-time submissions and during stock market peaks. Proposal implementation is largely a function of voting success but is affected by managerial entrenchment and rent-seeking. The results imply that shareholder proposals are a useful device of external control, countering arguments that they should be restricted rather than facilitated under the SEC's current regulatory agenda.     

Explaining the Diversification Discount

This paper argues that the documented discount on diversified firms is not per se evidence that diversification destroys value. Firms choose to diversify. We use three alternative econometric techniques to control for the endogeneity of the diversification decision, and find evidence supporting the self–selection of diversifying firms. We find a strong negative correlation between a firm's choice to diversify and firm value. The diversification discount always drops, and sometimes turns into a premium. There also exists evidence of self–selection by refocusing firms. These results point to the importance of explicitly modeling the endogeneity of the diversification status in analyzing its effect on firm value.     

The determinants of shareholder value in European banking

This paper examines the determinants of shareholder value creation for a large sample of European banks between 1998 and 2005. As the recent turmoil in global banking systems has illustrated, bank performance can have a substantial influence on efficient capital allocation, company growth and economic development. We use a dynamic panel data model where the bank’s shareholder value is a linear function of various bank-specific, industry-specific and macroeconomic variables. We show that shareholder value has a positive relationship with cost efficiency changes, while economic profits are linked to revenue efficiency changes. Credit losses, market and liquidity risk and leverage are also found to substantially influence bank performance. These results are robust to a variety of different model specifications.     

Large shareholder trading and the complexity of corporate investments

This paper investigates how the presence of a large institutional shareholder affects the complexity of corporate investments. Our analysis is based on the observation that the blockholder’s planning horizon does not necessarily coincide with the time it takes for the market to correctly evaluate these investments. It demonstrates that this horizon mismatch creates an incentive for the large shareholder to manipulate the firm’s stock price. In equilibrium, corporate managers respond to these manipulation attempts by increasing the complexity of their investments. This in turn lowers the large shareholder’s incentive to collect costly information, which reduces price informativeness and exacerbates managerial myopia. Thus, our analysis identifies a new cost of block ownership resulting from an increased complexity of corporate investments.     

International acquisitions and shareholder wealth Evidence from the Netherlands

In this article, we test wealth effects of international acquisitions using a sample of foreign acquisitions by Dutch firms during the period 1990–96. We find weak evidence that cross-border acquisitions are wealth-creating corporate activities, especially for acquisitions in the U.S. We observe further that for the West European acquisitions, benefits from internalization are larger for companies having relatively less international exposure and making acquisitions outside of their main activities.     

Distribution of the shareholder base of Swiss cantonal banks

In this paper, the equity distribution of the free float of shareholders and shares is examined at six different Swiss cantonal banks. The percentage of shareholders and shares held in the home canton of a given cantonal bank is significantly higher than compared to the averages of the rest of the cantonal banks. When scaling this data to the population/legal entities in a given canton, in all cases (excluding outlier data from the smallest of Swiss cantons), the shareholder and share ratio is much higher for the home canton than the rest of the cantons. We also see some evidence that the scaled shareholder and share ratio is higher at neighboring cantons compared to the rest of Swiss cantons; it is significantly so in two cases. Lastly, we also see some evidence that the scaled shareholder and share ratio is higher at cantons that speak the same language compared to cantons that speak a different language for a given cantonal bank; it is significantly so in about half the shareholder and one third of the share distribution data.

Electronic voting in shareholder meetings and the market value of cash holdings

Electronic voting in shareholder meetings facilitates shareholders' direct monitoring by reducing the cost of attending the meetings. This study investigates how adopting electronic voting in shareholder meetings affects the market value of cash holdings. We document that the value of cash holdings is higher for firms adopting electronic voting than for non-adopting firms, especially for firms with large minority ownership and free cash flows. The increased value of cash is attributable to firms engaging in investments that are more value relevant. Collectively, the findings suggest that shareholders perceive corporate governance as strengthened with the adoption of electronic voting. This study contributes to the literature by providing initial empirical evidence on the benefits of electronic voting.     

The effects of adopting the Balanced Scorecard on shareholder returns

Many firms have adopted the Balanced Scorecard (BSC) as a way to implement strategy and measure firm performance. This paper uses a long-horizon event study methodology to examine the relationship between BSC adoption and shareholder returns. Using a matched pair design, we show that firms who adopt the BSC significantly outperform firms that do not adopt the BSC over a three year period beginning with the year of adoption. Our results are robust for different matching criteria. There is also evidence that firms earn greater excess returns after adoption of the BSC than before. These results provide strong evidence that the BSC is an effective strategic management tool that leads to improved shareholder returns.     

Taxation of shareholder capital gains and the choice of payment method in takeovers

From December 1999, shareholders who disposed of shares in Australian takeovers in exchange for scrip could elect to defer capital gains taxation until the disposal of the shares received. We investigate payment method choice by acquiring firms before and after this regulatory change to assess whether target shareholder capital gains tax liabilities became an important factor considered in choosing the form of payment. The results show that, subsequent to the regulatory change, there is a significantly higher probability that equity will be offered as consideration where target shareholder capital gains are greater. This finding confirms the importance of shareholder level taxation in explaining corporate acquisition structure and adds to previous European and US evidence on factors associated with payment method choice in takeovers.     

Proactive financial reporting enforcement and shareholder wealth

Within the UK's proactive financial-reporting enforcement regime, we examine the effect of increased regulatory scrutiny on equity values. We find that a fourfold increase in the likelihood of regulator-initiated reviews of financial reports reduces equity values by 1.3% on average. Reductions in equity values are largest for firms with strong private oversight that likely ensures that they are closer to their equity-value-maximizing level of transparency. Additional evidence suggests that competition increases and that managers' investment horizons decrease in industries selected for increased regulatory scrutiny, consistent with direct compliance costs not fully explaining the reduction in equity values.     

The impact of OBRA on shareholder wealth

Market-return data and a multivariate regression model are used to investigate the impact of the Omnibus Budget Reconciliation Act of 1987 (OBRA) on the wealth of shareholders of firms sponsoring overfunded and underfunded pension plans during the period surrounding the passage of OBRA. Assuming semistrong market efficiency, a reduction in the pension insurance effect associated with the passage of OBRA was hypothesized to have a negative impact on the security prices of all plan sponsors. In general, the market reacted unfavorably to sponsors of both overfunded and underfunded defined-benefit pension plans when OBRA was introduced. However, the market reaction varied as a function of the funding-level change during the period preceding passage of the Act. Firm-specific financial variables were also used in a stepwise regression analysis to investigate whether selected financial variables could explain negative abnormal returns observed during the legislative period. We found that earnings per share and the short-term debt-coverage ratio explained up to 19.4% of the negative abnormal returns for the underfunded sample. However, no significant explanatory variables were identified for the overfunded sample.