Do Shareholder Tender Agreements inform or expropriate shareholders?

By signing a Shareholder Tender Agreement (STA) a shareholder pre-commits to tender her shares to a particular bidder, forsaking the right to tender to any subsequent bidder. In a representative sample of tender offers between 1995 and 2010, 60% of the offers contain an STA. STA deals are associated with lower premiums, greater ownership concentration, greater management ownership, and greater information asymmetry. The results support the hypothesis that STAs certify value to uninformed shareholders, thereby increasing the efficiency of the tender offer process. The evidence does not support the view that STAs expropriate value from shareholders of target companies.     

Which Credit Unions are Acquired?

Recent years have witnessed a wave of consolidation amongst US credit unions. Through hazard function estimations, this paper identifies the determinants of acquisition for credit unions during the period 2001-06. The hazard of acquisition is inversely related to both asset size and profitability, and positively related to liquidity. Growth-constrained credit unions are less attractive acquisition targets. Institutions with low capitalization and those with small loans portfolios relative to total assets are susceptible to acquisition. The investigation presents unique empirical evidence of a link between technological capability and the hazard of acquisition. During the period 2001-06, when there was sustained growth in the use of internet technology, credit unions with no website were at the highest risk of acquisition.     

Taking stock or cashing in? Shareholder style preferences,premiums and the method of payment

We develop and test hypotheses on the impact of target shareholders' investment style preferences on the method of payment and premiums in acquisitions. Stock offers (unlike cash offers) allow target shareholders to defer capital gains taxes. This deferral value, however, depends on target shareholders' willingness to retain acquirer stock. The empirical findings support our hypotheses. Bid premiums in stock offers are negatively and jointly related to target shareholder tax liabilities and to variables proxying for target shareholder willingness to hold acquirer stock. Moreover, the difference between predicted cash and stock premiums due to these factors significantly explains the method of payment choice.     

Corporate Groups and Minority Shareholder Wealth: A Role for Private Benefits?

This paper aims at developing a theoretical framework to address the issue of internal resource allocation within corporate groups, representing an extension of the internal capital market approach developed for Anglo-Saxon type multidivisional enterprises. In particular, the paper investigates how private benefits from control affect investment decision processes in a capital constrained business group. We consider a group of n listed companies controlled by one main shareholder (i.e., a hierarchical group), and suppose that the group as a whole is endowed with an exogenous and limited amount of capital for investment. We analyze the effects of private benefits on the investment allocative efficiency and on the wealth of the group';s various claimants. Under reasonable assumptions, we show that the controlling shareholder always finds preferable to secure private benefits. Moreover, and surprisingly enough, we find that the appropriation of control benefits may give rise to an increase in the market value of the group as well as in the portfolio wealth of the set of minority shareholders. In particular, the positive effect of control benefits on minority interests increases with the capital rationing of the group. Therefore, the effects of private benefits can be different in different markets, depending on the degree of development and the credit capacity of the single market. The findings of this paper challenge the largely accepted view that private benefits from control are always harmful to minority shareholders.     

How Sensitive Are Bank Managers to Shareholder Value?

We test for the existence of market discipline by shareholders of banks with a wide range of ownership structures. Discipline by shareholders manifests itself through monitoring banks’ level of risk as well as through influencing banks’ management actions. We find that shareholders utilize the relation between stock returns and different types of risk measures to monitor risky banks. Shareholders partially influence bank management by responding to decreasing stock returns with a demand to improve loan quality. Moreover, the influence on management in small banks is more pronounced compared to large banks.     

It's Showtime: Do Managers Report Better News Before Annual Shareholder Meetings?

Annual shareholder meetings provide an opportunity for shareholders to express their concerns with corporate performance, pressuring managers to demonstrate good performance. We show that managers respond to the shareholder pressure by reporting positive corporate news before the annual shareholder meetings. Specifically, we find significantly positive average cumulative abnormal returns (CARs) during the 40 days before the annual meeting date. The premeeting returns are significantly higher when shareholder discontent with managerial performance is likely to be stronger. The decile of companies with the worst past stock price performance exhibits average CARs of 3.4% and buy‐and‐hold returns of 7.0% during the 40‐day premeeting period. Companies with poor past performance exhibit even higher premeeting returns when shareholder pressure on management is greater, such as when institutional ownership is high, when CEO compensation is high, and when shareholders submit proxy proposals on corporate governance. We complement the evidence based on CARs by showing how managers of poorly performing firms manage the timing and content of earnings announcements and management forecast announcements before the annual shareholder meetings. Overall, the results suggest that managers attempt to influence shareholders before annual shareholder meetings through positive news.     

Multinationality as real option facilitator — Illusion or reality?

Previous literature provides multiple conflicting arguments on why and when multinationality should enhance or impede the value-relevance of firms' real options. We address this issue by examining whether the relationship between stock returns and changes in return volatility varies with multinationality. Our results indicate that multinationality does indeed act as a real option facilitator. Furthermore, we show that, consistent with the notion that there are limits to the operating flexibility associated with multinationality this benefit only accrues fully if the firm is not financially constrained and stabilizes at very high degrees of multinationality.     

Governance and control as mediating instruments in an inter-firm relationship: towards collaboration or transactions?

This paper explores the mediation of governance and control structures in an inter-firm relationship between a semiconductor producer and its contractor. As mediating instruments the contract and the control structures are not just pre-given results of distanced managerial decision-making, but are generated in and constitutive of the relationship. They offer the possibility to interpret and to interact and they contribute to more or less unexpected transformations in the relationship. In particular, the study explores how the mediation of the governance and control structures has socialising and/or individualising consequences. The paper particularly offers insights into how the mediation of the governance and control structures is impacted by changes in boundary spanners (i.e. managers who represent their organisations in an inter-firm relationship). The paper draws on Roberts 2001. Trust and control in Anglo-American systems of corporate governance: the individualizing and socializing effects of processes of accountability. Human Relations, 54 (12), 1547–1572. and distinguishes four patterns of governance that may be consequential of mediation by governance and control structures: immobilised governance, individualised governance, socialised governance and complementary governance. The study illustrates that accounting is not so much a force that creates transparency for distanced others, but a constitutive mechanism that produces a collaborative inter-firm relationship with socialised governance. It provides a basis for discussion and debate in the relationship.     

Does Board Independence Matter in Companies with a Controlling Shareholder?

A number of studies have reported value discounts for listed companies in countries that provide weak legal protection to minority shareholders. Such studies typically attribute these discounts to the ability, and the well‐documented tendency, of controlling shareholders to extract a disproportionate share of corporate resources for “private benefits.” This tendency and the resulting discounts create a dilemma for those controlling shareholders intent on maximizing value for not just themselves, but all shareholders: How can such controlling shareholders assure their minority shareholders that they will not exploit their power to expropriate resources and so eliminate the discount from their companies' shares? This article investigates the possibility that such discounts can be reduced by appointing boards of directors made up of individuals who are independent of the controlling shareholders. Based on the systematic analysis of some 800 companies representing 22 countries, the authors' recent study reports that corporate values are consistently higher when boards are more independent of controlling shareholders—and that this relationship is especially strong in those countries that afford fewer rights to minority shareholders. What is likely to cause controlling shareholders to appoint more independent directors—a change that, after all, effectively limits the controlling shareholders' power and “degrees of freedom”? The answer provided by the authors is that board independence is most likely to be pursued by companies with controlling shareholders that also have major growth opportunities that must be funded mainly with outside equity.     

Payday lenders: Heroes or villains?

Does access to high-interest credit (payday loans) exacerbate or mitigate individual financial distress. Using natural disasters as an exogenous shock, I apply a propensity score-matched, triple-difference specification to identify a causal relation between welfare and access to credit. California foreclosures increase by 4.5 units per 1,000 homes after a natural disaster. The existence of payday lenders mitigates 1.0-1.3 of them, with the caveat that not all payday loans are for emergency distress. Payday lenders also mitigate larcenies (but not burglaries or vehicle thefts). In a placebo test of disasters covered by homeowner insurance, payday lending has no mitigation effect.     

Breast cancer: cured or not?

Survival following treatment of breast cancer may be estimated through the recognition of various prognostic factors. The Case Study presented here calls attention to several of these factors. The reliability and relative value of these prognosticators are discussed. Recommendations are offered for the practical application of prognostic information in the determination of expected mortality.     

Leadership development: perk or priority?

Karen Barton, Zendal Pharmaceuticals' senior vice president of human resources, was livid when COO Dave Palmer slashed her executive education budget by 75%. It must have been a mistake. Without funding there could be no in-house leadership development program, which was to be the first step toward a full-blown Zendal University. But it wasn't a mistake. Not that Palmer was against bold initiatives, but, as he patiently told Barton, sales were down 26%, and there was that $300 million debt Zendal took on when it acquired Premier Pharmaceuticals. As a result, Barton's budget wasn't the only one being cut. Palmer added that it wasn't clear what the return on investment of her proposed program--or any of her current ones for that matter--would be. Barton's analysis had been woefully short on quantitative benefits. Figuring ROI for people isn't the same as calculating the payback from a machine, Barton complained to friend and ally Carlos Freitas, head of the medical devices division. But Freitas disagreed: "If you want dollars, you have to show how you fit in with [management's] plans. You must be willing to fight for resources with the rest of us." Barton bristled: "Don't you see that my department is connected to all the others? Every division benefits from the HR budget." But she knew Freitas was right. She needed to make the case that doubling her budget was a smart move even in tough times. The question was, How? Four commentators--Susan Burnett, an HR executive at Hewlett-Packard; Mike Morrison, dean of the University of Toyota; Noel M. Tichy, professor at the University of Michigan Business School; and David Owens, vice president of Bausch & Lomb's corporate university--offer advice in this fictional case study.     

Operating Lease as Alternative Financing for REITs: a Viable Strategy or a Sign of Trouble?

The Journal of Real Estate Finance and Economics - Extant REIT research largely overlooks operating leases as an alternative source of financing. In this study, we hand-collect lease information of...     

Should I stay or should I go? Former CEOs as monitors

In the German two-tiered system of corporate governance, it is not uncommon for chief executive officers (CEOs) to become the chairman of the supervisory board of the same firm upon retirement. This practice has been the subject of controversial debate because of potential conflicts of interest. As a member of the supervisory board, the former CEO must monitor his successor and former colleagues and is involved in setting their pay. We analyze a panel covering 150 listed firms over a 10-year period. Consistent with a leniency bias, we find evidence that firms in which a former CEO serves on the supervisory board pay their executives more. We further find weak evidence that the compensation of the members of the supervisory board is also higher. Short-run event study results indicate that the announcement of the transition of a retiring CEO to the supervisory board is considered good news. Thus, despite the increases in executive compensation we document, CEO transitions are not a cause of concern for shareholders.     

Sovereign debt auctions: Uniform or discriminatory?

Many financial assets, especially government bonds, are issued by an auction. An important feature of the design is the auction pricing mechanism: uniform versus discriminatory. Theoretical papers do not provide a definite answer regarding the dominance of one type of auction over the other. We investigate the revealed preferences of the issuers by surveying the sovereign issuers that conduct auctions. We find that the majority of the issuers/countries in our sample use a discriminatory auction mechanism for issuing government debt. We use a multinomial logit procedure and discriminatory analysis to investigate the mechanism choice. It was interesting to find that market-oriented economies and those that practice common law tend to use a uniform method while economies who are less market oriented and practice civil law tend to use discriminatory price auctions.     

Rational Risk Perception: Utopia or Dystopia?

Societal conflicts with regard to risk management are common. The public has different beliefs than many experts and administrators with regard to such issues as the citing of a repository for spent nuclear fuel or whether genetically modified organisms should be allowed to enter the human food chain. As a result, political tensions arise and there may be a skew allocation of resources for risk mitigation. The question raised in the article is if a consensus society is possible and desirable. If views converge on high risk beliefs, the cost would be very high as well. If views converge on low risks, some hazards could be neglected and environmental damage considerable, as used to be the case in the Former Soviet Union and other socialist countries which lacked a free press. A consensus society is neither possible nor desirable. No party has access to the final truth with regard to risks and hazards; diversity is an asset.     

Money Creation: Tax or Public Liquidity?

I revisit the example of non‐neutral anticipated monetary expansions used in Lucas (1995) Nobel Prize Lecture, within a broader definition of monetary policy tools, such as paying a nominal return on money or using open market operations, to show that money expansions increase output by reallocating consumption across heterogenous individuals and time periods. This result survives with noninterest‐bearing cash when the latter does not generate relevant distortions.     

The Prestige disaster: risk or danger?

The sinking of the Prestige off the coast of Galicia in north-west Spain in November 2002 was an enormous environmental disaster and it had an immense media impact both nationally and internationally, lasting weeks as a social and political phenomenon. Five days before the ship sank, the captain had reported to the maritime authorities that the old tanker was damaged and in trouble. During these five days leading up to the shipwreck, a crucial decision had to be made: what should be done with this dangerous oil tanker? Temporality is a property of the hazardous events which, after being noticed, are evaluated as imminent or deferred. This temporality makes a clear difference between a risk and a danger. Whereas the risk has time to anticipate the events, danger has just a very short time or even has no time. At this point, the Prestige disaster turns to be paradigmatic. To tow away this damaged oil tanker was a risk decision which estimated that there was still a time to prevent its running aground what meant to follow the story repeatedly told by the narrative context of risk. However, the Prestige had been spilling out oil all the time and the damage was not a probability but a fait accompli. This accident has not a risk temporality; in fact, it had not temporality at all because it demanded an immediate intervention. My conclusion here is that this crisis was managed in terms of risk when it should have been treated as a danger situation.     

Portfolio Capital Flows: Hot or Cold?

A distinction is often made between short-term and long-termcapital flows: the former are deemed unstable hot money andthe latter are deemed stable cold money. Using time-series analysisof balance of payments data for five industrial and five developingcountries, we find that in most cases the labels "short-term"and "long-term" do not provide any information about the time-seriesproperties of the flow. In particular, long-term flows are oftenas volatile as short-term flows, and the time it takes for anunexpected shock to a flow to die out is similar across flows.long-term flows are also at least as unpredictable as short-termflows, and knowledge of the type of flow does not improve theability to forecast the aggregate capital account.     

Financial systemic risk: Taxation or regulation?

This paper describes financial systemic risk as a pollution issue. Free riding leads to excess risk production. This problem may be solved, at least partially, either by financial regulation or by taxation. From a normative viewpoint, taxation is superior in many respects. However, reality shows that financial regulation is adopted more frequently. This paper makes a positive, politico-economic argument. If the majority chooses regulation, the level is likely to be too harsh. If it chooses taxation, then the level is likely to be too low. Due to regressive effects, a tax on financial transactions receives low support from a majority of low polluting portfolio owners. The same kind of majority may strategically choose regulation in order to burden the minority with a larger share of the cost of reducing systemic risk.