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Using a sample of China’s A-share listed companies from 2012 to 2019, this paper studies the impact of employee stock ownership plans (ESOPs) on corporate financialization. We find that the implementation of ESOPs has a significant inhibitory effect on corporate financialization, and a series of robustness checks indicate that the conclusion is valid. The mechanism tests show that ESOPs decrease corporate financialization by reducing management agency costs and improving internal control. Heterogeneity analyses indicate that ESOPs in firms with higher financing constraints, a lower external audit quality, and higher proportions of executive shareholdings and self-funded employee equity have a much stronger decreasing effect on corporate financialization.

Firms compensate managers to maximize shareholder value, yet these same incentives affect bondholder risk. We investigate the relation between executive equity pay and the cost of debt. Our findings indicate a “u-shaped” relation between bond yields and equity pay. These results are consistent with the notion that bondholders prefer a moderate amount of executive equity pay and above or below that level, bondholders increase yields to protect their interests. These findings suggest that moderate levels of equity pay mitigate the agency costs between firm shareholders and bondholders.

Despite the advantages of debt, a significant number of firms that have an established leverage policy deliberately become all-equity. These firms eliminate a substantial amount of long-term debt as the average firm’s leverage ratio is approximately 30 percent at the year-end prior to debt elimination. Firm-level “shocks” such as CEO turnover and changes in credit ratings cannot explain the dramatic recapitalization decision. Consistent with the tradeoff theory, firms that eliminate debt have lower benefits (less tax shield benefits, agency costs) and higher costs (probability of financial distress, access to capital markets, etc.) of leverage in the three prior years compared to a matched sample. We also find that the factors influencing the decision to eliminate all debt is different from those to significantly reduce leverage or to have very low debt levels. Firms primarily finance the approximately $70 million of average long-term debt eliminated using proceeds from sales of relatively unproductive assets and from equity issues. Interestingly, over half of these firms issue significant amount of new debt within three years of becoming all-equity. Firms with lower liquidity and non-debt tax shields, higher potential overinvestment agency costs, and those that issue equity at the debt elimination year are more likely to relever quickly.

Firms avail themselves of external finance to manage obligations to pay dividends, along with other commitments. Indian firms, which have significant ownership concentration, present a unique opportunity for analyzing the influence of promoter holding on financed dividend payouts. This study also analyzes the dependence of standalone firms (i.e., those that are not part of a business group) on these financed dividends along with the firms in business groups. The study asserts that firm affiliation affects the decision on the type and extent of external capital used to finance payout. Promoter holding has a positive impact on debt as well as equity-financed payouts at standalone firms; the relationship is nonlinear and a higher proportion of promoter holding has a constraining effect on such payouts, supporting the agency cost theory. The size of the firm plays a significant role in firm decisions about financed payouts. Firms with lower operating cash flows and high leverage have a higher tendency to finance their payouts.

Managers and corporate directors need to recognize two key behavioral impediments that obstruct the process of value maximization, one internal to the firm and the other external. I call the first obstruction behavioral costs. Behavioral costs, like agency costs, tend to prevent value creation. Behavioral costs are the costs associated with errors that people make because of cognitive imperfections and emotional influences. The second obstruction stems from behavioral errors on the part of analysts and investors. These errors can create gaps between fundamental values and market prices. When they do, managers may find themselves conflicted, unsure of how to factor the errors of analysts and investors into their own decisions. Proponents of value based management emphasize that with properly designed incentives, managers will maximize the value of the firms for which they work. As such, either they treat behavioral costs as simply another form of agency costs, or they deny the relevance of cognitive errors. In contrast, proponents of behavioral finance argue that behavioral costs are typically large, and cannot be addressed though incentives alone. This is not to say that incentives are immaterial. On the contrary, incentives are of critical importance. The point, however, is that there are limits to incentives. If employees have a distorted view of what is in their own self-interest, or if they have a mistaken view of what actions they need to take in order to maximize their self-interest, then incentive compatibility, although necessary for value maximization, will not be sufficient.

To improve our understanding of the strategic role of the board in emerging market firms (EMFs), we investigate the role of the board’s human capital resource in a firm’s internationalization. Integrating the monitoring role (to reduce agency costs) and the resource provisioning role (to augment strategic resource base) of the board, we propose that the board’s aggregate education and professional experience influence the degree of international expansion of EMFs. Further, the board’s knowledge heterogeneity and skill heterogeneity play a contingent role from a resource orchestration perspective. Based on a dataset of 906 firm-years drawn from 201 Indian firms (2008–2012), we find support for the proposed hypotheses that the board’s aggregate education and professional experience have a U-shaped effect on international expansion, and that this relationship flips to an inverted U-shaped relationship at higher levels of knowledge and skill heterogeneity, respectively, within the board.

Using hand-collected governance data and a two-stage least squares approach to control for the endogeneity of firm governance structure, this paper shows that private investments in public equity (PIPE) issuers with higher board independence grant investors lower price discounts and experience improved announcement effects, improved long-run operating and stock performance, and increased investment. Board independence also encourages issuers to place more shares with venture capital investors, and fewer shares with managerial investors. These findings suggest that strong independent governance can mitigate the agency costs inherent in PIPEs.

Based on a macro and micro cross view, we empirically test the interactions among monetary policy, accounting information comparability, and investment efficiency with a sample of A-share listed firms in China from 2005 to 2019. We find that tightening monetary policy will aggravate underinvestment behavior, such as inefficient investment, while improvement in accounting information comparability can effectively mitigate the negative impact of tightening monetary policy on underinvestment, so as to improve firm investment efficiency. Further study shows that, in a period of monetary policy tightening, firms with high agency costs and high financing constraints can significantly reduce underinvestment by improving the comparability of accounting information, thus improving the investment efficiency of firms. After distinguishing the type of firm ownership (state-owned enterprises vs. private enterprises), we find that firms can reduce the effect of insufficient investment during a period of monetary tightening by improving the comparability of accounting information, which is more significant in the sample of private enterprises (PEs).

We examine the within-firm resource allocation and restructuring outcomes at firms violating debt covenants. Using establishment-level data from the US Census Bureau, we find that covenant violations are followed by reductions in employment, investment, and more frequent establishment closures among violating firms’ noncore business lines and less productive establishments. These changes are concentrated among establishments at which manager-shareholder agency costs are pronounced and when key lenders have industry experience. Our findings suggest that enhanced creditor control reduces managerial agency costs and encourages a more efficient allocation of resources within the boundaries of firms in technical default.

We examine the extent to which shareholders strategically allow a weak governance structure in response to increasing competition pressures in the product market. We treat acquisitions by rival firms as shocks that increase threats in a competitive product market. We find that firms adopt greater entrenchment provisions when there are greater competition threats. Moreover, firms with high institutional ownership – especially by dedicated investors – and​ board independence within the compensation committee are particularly aggressive, which is consistent with our theory that aggressive behavior represents a strategic decision by shareholders. Finally, we find positive relationship between the adoption of entrenchment provisions and firm’s future performance, but only for the adoption under relatively severe competitive pressures.

We examine the relationship between the Governance Index (G-Index) and convertible bond use by firms, specifically in the presence or absence of covenants. We find that the better the shareholder governance (lower G-Index) of firms, the more they are likely to issue convertible instead of straight bonds. More importantly, we find that the complementary relationship between shareholder governance and convertible bond use is driven by the existence of certain covenants attached to these convertible securities. We also find that this effect is accentuated in firms with smaller size, higher market-to-book, R&D and intangibles as well as higher beta. We conclude that this link between strong shareholder rights and increased convertible bond use is conditional on the presence of covenants and therefore shows the important interaction of these three governance mechanisms. In addition, this triple link being emphasized in firms with higher agency costs and adverse selection problems is consistent with value-maximizing use of convertible bonds.

We study the impact of marital property legislation passed in the US South in the 1840s on households’ investment in risky, entrepreneurial projects. These laws protected the assets of newly married women from creditors in a world of virtually unlimited liability. We compare couples married after the passage of a marital property law with couples from the same state who were married before. Consistent with a simple model of household borrowing that trades off agency costs against risk sharing, the effect on investment was heterogeneous. It increased if most household property came from the husband and decreased if most came from the wife.

Although corporate governance literature recognizes the influence of acquired social ties between CEOs and directors, innate social ties are hardly explored. To extend this literature, this study examines how CEO–board surname ties influence agency costs. Drawing on social identity theory, we first develop the argument that CEO–board surname ties result in increased agency costs. We then employ agency theory to examine the boundary conditions under which such directors are less likely to act as group members of surname ties. Specifically, we consider three key governance tools as such conditions, namely, monitoring by shareholders, aligning directors’ interests with firm value, and aligning supervisors’ interests with firm value. We find empirical support for our arguments by using a sample of 16,926 listed firms and 165,287 directors in China from 2005 to 2015. We discuss the contributions to corporate governance literature and elucidate the practical implications of our findings.

Outsourcing can provide firms with a competitive advantage by realizing the benefits of suppliers’ low labor, better quality and improved innovation. Yet, the supply chain managers have several concerns about outsourcing which are mainly due to lack of critical information regarding the actions of their suppliers. In this paper, we study the effectiveness of auditing the supplier’s hidden actions for the buyer (principal) when the supplier (agent) is privately informed about the extent of the supply risk. In order to accomplish this, we first extend the standard principal-agent model by considering a case in which the agent’s hidden action affects the extent of information asymmetry between principal and agent. By comparing the agency costs associated with the optimal menu of contracts with and without audit, we then completely characterize the value of audit from the perspectives of both buyer and supplier as well as total supply chain. First, the analysis of value of audit from the buyer’s perspective shows that the buyer can strictly benefit from auditing the supplier’s actions. Second, we find that not only the buyer but also the supplier can strictly benefit from an audit. Third, the audit enables the buyer to customize her contract offerings based on the reliability of the supplier. Finally, by analyzing the impact of problem parameters on the value of the audit, we identify the conditions under which an audit would be beneficial for individual supply chain parties as well as the overall supply chain.

This study tests the catering theory and explores the main determinants of dividend payments across a sample of eleven emerging countries. There is evidence of catering to investor sentiment for dividends in Middle Eastern and North African countries. Dividend payers are mature, profitable, large firms with lower growth opportunities, and high dividend premiums, which supports the catering, lifecycle, and agency theories. Catering behavior persists even after controlling for the effect of Arab Spring. Difference-in-difference analysis shows that countries highly affected by the political transition period are less likely to pay dividends in the post-Arab Spring period than less affected countries. Catering decreases significantly in the post-Arab Spring period as compared with during- and pre-Arab Spring periods, suggesting that investors prefer that managers retain earnings to reinvest and grow during unstable economic conditions. Furthermore, catering persists in countries with high corruption levels and poor legal quality to reduce agency cost, and substitute for weak legal systems with poor enforcement of laws.

This paper studies how workers' on-the-job search influences optimal incentives in organizations. We analyze a principal-agent model in which the agent multitasks between working for the principal and searching for other job opportunities. The agent partly uses on-the-job search to improve his bargaining position within the relationship. We show that the optimal contract may feature both excessive performance bonuses as well as efficiency wages. Both measures reduce the agent's search incentives, but do not completely eliminate rent-seeking under the optimal contract. On-the-job search therefore generates agency costs. The model suggests a new rational for excessive incentive pay and efficiency wages. ispartof: Games And Economic Behavior vol:121 pages:435-452 status: published

In this paper, we argue that corruption is likely to increase agency costs of equity, hence shareholders have higher incentives to control managers. When corruption is higher, firm managers need to use firm resources to make unofficial payments and they tend to take this opportunity to expropriate shareholders. Consequently, shareholders recognizing this risk need to force managers to pay more dividends in order to mitigate the agency problem. This paper examines the effects of corruption on dividend decisions in the light of agency theory. With a sample of 205,316 observations from 47 countries, we find that corruption is positively related to both the decision to pay dividends and payout ratio. Moreover, this relationship is stronger under strong creditor protection.

Corporate debt diversification (firms simultaneously utilizing multiple distinct debt sources) is a global phenomenon. However, how such financing affects firm value has not yet been examined. Using Indian firms, we investigate debt diversification’s impact on monitoring effectiveness, agency costs, and financial constraints – which can all affect market value. Results reveal a negative impact of debt diversification on firm value, particularly among group-affiliated firms. This negative impact is attributed to free riding among lenders: evidence suggests that increased agency costs resulting from inferior monitoring contributes to worse firm accounting performance. Further, debt diversification does not appear to reduce financial constraints.

Sovereign wealth funds (SWFs) are major players in the global markets. We contribute to the corporate governance literature by examining the possible value SWFs bring to their domestic holdings. We specifically examine the impact of SWFs’ ownership on firm executive compensation. Using data on Kuwaiti SWFs, we find that the pay-performance relationship diminishes as the cash flow rights of the SWF are greater. Moreover, having the SWF as the ultimate owner in the ownership chain of the firm does not alleviate the adverse effects of the divergence in cash flow and control rights. This evidence supports the notion that SWFs impose agency costs on their targets.

This paper analyzes the impact of labor unionization on monitoring costs. Our findings show that monitoring costs are significantly higher for unionized firms. We demonstrate that the more complex, industrial relations structures that characterize unionized firms increase monitoring risks and corporate costs. We further show that monitoring agents consider political ideology supportive to labor unions as a parameter that enhances relevant costs. Additionally, we demonstrate that monitoring costs are lower in the presence of employee share ownership. We conclude that labor unionization increases the costs of monitoring agents, a burden which is amplified or mitigated depending on the structure of industrial relations.

The large amount of cash that some corporations hold has recently come under public scrutiny. Prior research has used the agency cost framework to explain why managers prefer large corporate cash holdings. Using a novel and intuitive approach, the resource-dependence perspective, we document that directorate interlocks, in terms of network centrality and structural holes that enable firms to have access to resources, affects firms’ cash holdings. Specifically, the directorate interlocks facilitate firms to have bank loans that substitute for cash holdings. We further show that political connection by the firm’s leader amplifies the directorate interlocks’ effect to reduce cash holding.

Building on the institution-based view and agency theory, this paper studies the relationship between institutional development, family ownership, family leadership, and firm profitability in emerging markets. We propose that national institutional development reduces agency costs and improves the profitability of emerging market firms, but that this effect varies for family vs. nonfamily firms. We also consider the heterogeneity among family firms by comparing family-led vs. nonfamily-led family firms. Using data for 503 Indian firms from 2003 to 2012, we find that although institutional development tends to increase the profitability of domestic firms, the greatest beneficiaries are family firms. Furthermore, we find that family firms that are family-led tend to perform better than those that are nonfamily-led, even when institutional improvements are considered.

In this paper, we consider a small- and micro-sized enterprise (SME) with assets-in-place invests a project. Especially, we assume that the fund needed by the investment are shared by the government’s direct investment through public-private partnerships (PPPs) and the bank-tax interaction (BTI), which is a financial innovation instrument to solve the financing problem encountered by the SMEs. We address the pricing of corporate securities and optimal investment strategies. By providing a comparison with the pure private lending, we discover that the BTI makes the investment much cheaper and more attractive, and therefore mitigates the problem of under-investment in unstable markets. In addition, the BTI can increase the total firm value, reduce the leverage ratio and bankruptcy probability. The credit line of the BTI contract increases with the factors that influence the loan structure of the SME, such as the volatility, the tax rate, the investment cost sharing and the credit multiple. Most importantly, there exists an optimal investment cost sharing, such that the agency cost between SMEs and the government reaches zero due to the direct investment through PPPs.

This study examines the impact of gender in the C-Suite on corporate decision making. In particular, we investigate the influence of the Chief Financial Officer (CFO)’s gender on the agency costs of free cash flow. We document that female CFOs reduce cash holdings in firms with excess cash, which should alleviate the agency conflict arising from managerial discretion. We also find that female CFOs at firms with surplus cash increase distributions to shareholders in the form of dividends. The empirical evidence also shows that the reduction in cash does not lead to suboptimal investment policies. Of the two competing hypotheses – gender-ethics hypothesis and risk-aversion hypothesis—these results are consistent with the view that female CFOs undertake more ethical but not more risk-averse decisions than their male counterparts. Our results are robust to a battery of robustness tests.

One puzzling feature of domestic private equity (PE) funds in emerging markets is that such funds often have a “short fuse”, i.e., a much shorter lifespan than their developed market counterparts. Based on a simple agency model, we propose an explanation for this puzzle. We show that, under a long fuse, PE managers have incentives to game performance-based compensation schemes by opportunistically timing investments and burning money when early investments fail. Shortening the fuse restricts timing opportunism, but alleviates money-burning incentives only if managerial compensation is sufficiently concavified or the contract stipulates substantial investors' hurdle returns. Both of these options can force managers to concede rents to investors. Thus, managers face a tradeoff between rents and agency costs. In emerging markets, where agency costs are high, managers use a short fuse with incentive compatible compensation schemes to minimize agency costs. In contrast, in developed markets, where agency costs are low, managers use a long fuse to preserve rents. Based on these results, we further draw predictions on fund performance, managerial behavior, and investor rents for both long-fused developed-market funds and short-fused emerging-market funds. We also predict that, when institutional infrastructure in emerging markets improves and when domestic PE managers in emerging markets gain more experience, domestic PE funds in emerging markets will adopt the long-lifespan PE contracts typical in developed markets.

This paper examines the basic design trade-off in six distinctive transit systems, including two state-of-the-art fixed-route systems and four hybrid systems that use ride-pooling as an integrated feeder service. The systems are analyzed using a continuous approximation approach, and the resulting optimal design problem is formulated and solved as a mixed integer program. We find that ride-pooling changes little the fundamental laws inherent in transit design. Specifically, all six systems, despite their seemingly vastly different design features, display the following laws: (1) that the per capita agency cost correlates linearly with the per capita user cost, (2) that both costs are power functions of the demand density with an exponent close to − 1 3 and − 0.4 for agency and user costs, respectively, and (3) that the per capita agency cost is not significantly affected by city size but the user cost is. This finding suggests that ride-pooling may have a rather limited impact on the economy of scale in mass transit systems. However, mixing ride-pooling with fixed-route services does promise modest improvements to the overall system efficiency. It also tilts the balance of trade-off considerably in the user’s favor, at the operator’s expense.

According to the substitution hypothesis and recent evidence, firms that are better governed carry less debt and experience fewer agency problems. This may also imply that firms with lower debt are better governed and experience lower agency costs. We test this hypothesis by comparing the agency costs of Shariah compliant (SC, and therefore low debt) and Shariah noncompliant (SNC) firms, using a proprietary dataset comprising constituents of the Dow Jones Islamic index for the period 2006–2015. The findings support the hypothesis but are contingent on the firm's idiosyncratic risk; SC firms with low idiosyncratic risk have higher agency costs.

This study analyses the debt maturity of two groups of companies – unlisted and listed – throughout the period 2005–2013. The research takes an agency costs approach to explore the determinants of firms' debt maturity structure for a set of five countries, chosen for being representative of the European Union (France, Germany, Italy, Spain and the United Kingdom). Agency costs, as well as institutional and macroeconomic factors, turn out to be decisive in explaining firms’ financial policies regarding debt maturity, during the economic crisis that started in 2007–2008. Our findings indicate that contracting costs had a greater impact on unlisted firms during the post-crisis subperiod than on their listed counterparts. Additionally, the economic effect of this has been estimated, corroborating the overall findings of the study.

This study examines stock market responses to news on corporate tax strategies. Our dataset includes 176 tax news items regarding listed German firms over the period from 2003 to 2016. In contrast to previous research, we distinguish between news about corporate tax strategies that are legal (tax avoidance) and illegal (tax evasion). We show that stock market responses differ significantly between news items concerning legal and illegal activities. We find negative abnormal returns for tax evasion news, while we find no general effect for tax avoidance news. Moreover, we do not observe any evidence of average reputation or agency costs exceeding the positive effect of legal tax planning. However, we find positive stock price reactions to legal tax planning when firms’ tax risk is low. Our findings contribute to the ongoing debate among researchers, politicians, and corporate managers on the benefits and costs of corporate tax strategies and address the issue of morals in markets.

In this paper, we embed optimal contracting between the manager and equity holders into Leland-Toft endogenous structural credit risk model to study the impact of moral hazard on the firm's credit risk with rollover debts. Our model quantitatively shows that the agency costs induced by the moral hazard can endogenously have significant impacts on credit spreads, besides the costs of rolling over the maturing debts of the firm. It originates from the conflicts that these two costs should be covered by equity holders while both the manager and maturing debt holders are still paid in full. The numerical results show that the credit spread with the agency costs of moral hazard is larger than the one without the agency costs. Thus, the moral hazard could be used to explain “credit spread puzzle” as an endogenous factor. The explicit formulae of the equity value, the debt value, and the endogenous default boundary are also given.

Agency theory predicts that the incentives for insiders to extract private benefits at the expense of creditors are negatively related to the level of ownership retained by insiders. However, the ability of insiders to effectively control the resources of the firm and engage in such activities is positively related to their level of ownership. Using a large international sample of bank loans, this paper demonstrates how these two contrasting forces result in an inverse U-shaped relationship between insider ownership and the firm's cost of borrowing. Consistent with the control argument, the positive relationship between insider ownership and cost of debt for low levels of insider ownership is found to be not in place when insiders are entrenched above and beyond their level of ownership. Finally, the relationship between insider ownership and cost of debt in presence of loan contract clauses is addressed.

This paper examines how the investment horizons of a firm's institutional investors affect its corporate social responsibility (CSR) activities. Using data on U.S. firms’ CSR ratings over the 1995–2012 period, we find that longer investment horizons are positively related to CSR. Further, active long-term institutions increase CSR whereas passive long-term institutions have no significant effect. Our results suggest that investors with long-term horizons have more incentives to monitor their firms which leads managers to engage in more vigorous CSR activities.

This study examines the value of language, as an important dimension of culture, to banks. Based on a unique hand-collected dataset of Chinese commercial banks and a county-level dialect dataset, we find that a higher degree of dialect similarity between the chairman and the CEO is associated with a higher return on assets, a higher return on equity, and a lower cost-to-income ratio, suggesting that dialect similarity plays a positive role in improving bank performance. Further analyses show that dialect similarity has no significant association with bank risk and bank expansion. In addition, it does not cause higher CEO pay or lower pay-performance sensitivity. These results indicate that dialect similarity does not lower the monitoring effectiveness. We also investigate the relation between dialect similarity and banks’ agency costs and the results show that dialect similarity reduces agency costs significantly. Our findings are robust to alternative measures of dialect similarity, the separation of the “dialect level effect”, and the potential endogeneity of dialect similarity.

In state owned enterprises (SOEs), taxes are a dividend to the controlling shareholder, the state, but a cost to other shareholders. We examine publicly traded firms in China and find significantly lower tax avoidance by SOEs relative to non-SOEs. The differences are pronounced for locally versus centrally-owned SOEs and during the year of SOE term performance evaluations. We link our results to managerial incentives through promotion tests, finding that higher SOE tax rates are associated with higher promotion frequencies of SOE managers. Our results suggest managerial incentives and tax reporting are conditional on the ownership structure of the firm.

This study provides new evidence that the performance of issuing firms varies by issue type, based on survival analysis methods. Our non-parametric results show that firms raising capital through rights issues, and notably through cash offers, experience a greater risk of delisting following issuance, as compared to those issuing convertible bonds. Our Cox model analyses demonstrate that plain equity issues, in contrast to convertible issues, are subject to different degrees of regulatory discipline, obligations and incentives in shaping survival trajectory. Further, high ownership concentration, agency issues intrinsic to equity offerings, weak shareholders' protection, and corporate ownership and governance and corporate control development at the time of an offer markedly influence post-issue survival. Plain equity issues, notably cash offers, are strongly linked with the agency costs of free cash flows. A large and truly independent board, allied to a separation of CEO and chairman powers, acts as a primary restraint on managers' self-interested behaviour. Such a cohesive governance mechanism can restrain rent-seeking in the firm's fundraising initiative. These observations hold when we take into account information available before an issue, at the time of an issue, and after an issue, demonstrating the robustness of our findings.

Drawing on an agency theory approach, this paper examines conflict of interests and the resulting agency costs in the provision of urban public transport services in Istanbul's public transport system, particularly the private bus and minibus operators' relationship with local government. The agency problem in Istanbul's urban mobility system shows itself most explicitly in private bus and minibus operators because of the net-cost (NC) contract model in place. The private bus and minibus operators' relationship with local government is examined as a case study of agency relationships. Conceptually, government transport authorities and transport operators, together with the passengers, are the main actors of this urban public transport system. They all have distinct needs, interests and requirements and interact with each other, all embedded in a specific institutional environment. Service quality provided by public transport operators depends on the positive interactions between these actors. Whereas passengers demand reliable, affordable, safe and comfortable mobility services, private bus and minibus operators aim to increase their revenue and maximise their profits. In contrast to this, government bus operators provide in-house bus services without much concern for profitability. Regulators or local authorities, on the other hand, are expected to set up an institutional environment where passengers' and operators' expectations are met in a satisfactory manner. Empirical analyses and interviews with key agents demonstrate that agency costs are shown to be the result of misaligned interests between the government transport authority and private operators that lead to reduced service quality in terms of safety, comfort, reliability and affordability. We conclude that the agency costs of current NC contracting on passengers in Istanbul has deficiencies and propose instead a performance-based gross-cost (PrGC) contracting model. PrGC contracting can alleviate agency costs by changing the incentives of operators where regulatory and financing mechanisms are not enough to handle NC contracting. Istanbul represents some transferable lessons and implications, especially for developing cities around the world.

This article presents a partial survey of the literature of the burgeoning area of cultural finance with a view of how respective investigations and results are explicitly or implicitly framed in relation to either normative institutionalism or intended rationality. Studies are examined by comparing national culture as influencing financial systems either by shaping the norms of behavior and concomitant logic of appropriateness, or, alternatively, shaping environments so as to impact the incentives for differing actors to maximize their utilities. For the cultural dimensions of the Hofstede framework, suggestions are made regarding deploying future studies within an intended rationality or normative institutionalism framework. This taxonomy also highlights the role of national culture with respect to transaction costs and agency costs, and is relevant to many cultural finance studies. The developing area of cultural finance can benefit from examining investigations, results, and discussions with regard to the contrasting perspectives of normative institutionalism and intended rationality.

This study examines convertible bond issue announcement effects in Korea from 2000 to 2015. Our empirical results show that convertible bond issues have significantly positive cumulative abnormal returns (CARs) around the announcement. In particular, issuing firms that state capital expenditure as the use of proceeds have significantly higher CARs compared to firms that state other purposes. We find that such firms actually increase their expenses for capital expenditure after offering convertibles, and suggest that the market reacts positively to these issues due to the high expectation of investment in the near future. We also find consistent results using propensity score matching to address potential endogeneity concerns. In addition, we find that CARs are more likely to be positive for smaller firms where asymmetric information occurs more from the new investment opportunities than from the assets-in-place, which is consistent with the generalized Myers-Majluf model. Overall, our empirical results suggest that the key factors of convertible bond announcement effects in Korea are the stated use of proceeds as capital expenditure and the asymmetric information effect from investment opportunities.

We find that both firm leverage and short-term debt ratios are negatively associated with social capital (i.e., the altruistic tendency and mutual trust among people within a community). This relation is more pronounced in cases where information asymmetry problems are more severe and is robust to using alternative measures of key variables, addressing endogeneity issues, employing alternative model specifications, and simultaneously estimating leverage and short-term debt. An analysis on debt structure (bank loans vs. public debt) shows consistent results. Our findings are in line with the idea that social capital lowers the need for corporate borrowing mechanisms as a means to alleviate agency problems for firms.

This cross-country study examines a large sample of 1986 merger and acquisition (M&A) deals in 23 emerging market (EM) countries between 2008 and 2014 to investigate market reactions to deal announcements regarding the acquiring firms with different levels of pre-merger corporate social responsibility (CSR) performance and under different degrees of agency cost concerns. We find that, neither positive stakeholder nor negative shareholder view alone can explain the CSR effects. The effects of CSR performance on market reactions to M&As depend mainly on the cost–benefit concerns of investors. While a higher level of acquirers’ pre-merger CSR performance could be helpful in conducting cross-border deals, market reactions to the CSR effects on such overseas deals still depend directly on the CSR cost concerns rather than indirectly on the CSR interests for deal efficiency. Evidence also shows that investors’ CSR cost concerns arise mainly from EM acquirers’ agency problems that could be effectively eased by country-level legal institutions rather than by firm-level governance mechanisms. Market investors with CSR agency concerns would not consider acquirers’ pre-merger CSR performance as a signal for investment during the deal announcement period, and that related CSR agency costs do impair the financial performance after the merger. Additionally, we confirm that the better governance quality of targets’ nations compared with that of acquirers’ nation is not valued by the market investors but significantly leads to the better long-term operating performance. Furthermore, we propose an argument disputing the conclusions of previous research that consider emerging countries collectively as examples of weak governance quality.

We conjecture that the presence of short-term institutional investors exacerbates agency conflicts between shareholders and creditors because short-term institutions might force firm managers to take myopic actions. Using the data on private debt to U.S. firms, we find that the investment horizons of institutional investors are negatively correlated with the number of loan covenants and loan spreads. We also document that short-term (long-term) institutional ownership is positively (negatively) correlated with the number of covenants, and that banks charge higher spreads on loans issued to firms with more short-term institutional ownership. These findings are consistent with our conjecture.

Firms are more likely to pay dividends with higher payout ratios in an imputation environment. The effects of profitability and earned/contributed capital mix on the decision to pay dividends and dividend payout are weaker for firms following imputation tax system than traditional tax system. Insider ownership is positively related to the decision to pay dividends and dividend payout and this effect does not vary between traditional and imputation tax systems. Firms with higher foreign institutional ownership are less likely to pay dividends and have lower payout ratios. The study demonstrates the significance of the imputation tax system upon dividend policy.

This paper empirically investigates firm-specific determinants of agency costs, a relatively new and unexplored area in corporate finance. We estimate dynamic agency costs models, linking debt, firm size, and R&D activity to agency costs for a panel of U.S. information and communication technology (ICT) firms over 1990–2013. We adopt the Blundell and Bond (1998) two-step system GMM technique, which explicitly accounts for persistence, endogeneity, and unobservable firm heterogeneity. We provide the first evidence that our inverse proxy for agency costs, namely asset turnover (Ang et al., 2000), exhibits an inverted U-shaped relationship with debt and a U-shaped relationship with firm size and R&D activity. These findings imply that agency costs experience a minimum value (in case of debt) and a maximum value (in case of firm size and R&D activity) and, therefore, that agency costs are higher at both low and high levels of debt, and lower at both low and high levels of firm size and R&D activity. We find that the level of debt of the average firm in the sample falls below the level that minimizes agency costs. We also document that, consistent with the agency literature, short-term debt provides an additional effective monitoring mechanism to alleviate agency costs. Our findings reveal that agency costs are dynamic in nature, mean-reverting, and persistent over time. This notion confirms the Florackis and Ozkan (2009) conjecture that managers behave as though an optimal level of agency costs exist that they pursue. Finally, we find a positive association between firm profitability and agency costs and a negative association between agency costs and firm growth. Extensive additional analysis confirms the robustness of our results.

Merger and acquisition activity is extraordinarily prevalent in the United States and generates massive expenditures every year, but at its heart is a serious empirical puzzle. Despite many years of search, a range of empirical researchers have failed to find evidence that this activity generates benefits, either for the combining firms’ owners or for anyone else. While the problem is not unknown among academics, and the result is no longer very seriously contested, no one has any conclusive explanation for it. The law, for its part, ignores it entirely. This paper comprehensively reviews the empirical literature and the several confusing puzzles it raises, and works through the policy implications for the bodies of law it affects. The most important insights are two. First, the evidence casts doubt on the general confidence within corporations scholarship in the promise of oversight by robust market institutions, as an alternative to law and courts, especially the disciplinary power of the market for corporate control. Second, the less for antitrust law is simple. The fear of jeopardizing gains from merger, on which the antitrust law of mergers and acquisitions has been rendered largely inert, is no longer very defensible. The balance between false positive and false negative should be re-set.

We show that stock-based CEO compensation can create a "race to the bottom" among firms that escalates short-termist pressure. More informative stock prices reduce the agency cost of using stock-based compensation to incentivize managers. Also, shortening a firm's project maturity improves stock price informativeness by attracting informed investors, who prefer to invest in short-term assets. However, when informed trading is a scarce resource, this is a prisoners' dilemma game: competition for informed investors creates excessive short-termism that destroys shareholder value, while in equilibrium, price informativeness stays the same. More intense competition between firms sharpens incentives to shorten project maturity, deepening the "short-termism trap."

We investigate the impact of host-country shareholder rights protection on location and governance modes of Japanese foreign direct investment (JFDI). Agency theory predicts that strong shareholder rights protection in host countries should not increase location attractiveness nor impact entry and governance mode decisions, as foreign shareholders are outside the jurisdiction of host country laws. However, informal institutional mechanisms, including managerial bonding and isomorphic pressures, as predicted by institutional theory, may create indirect control over host country managers which reduces agency costs. Hence, we predict that higher shareholder rights protections will enhance a potential host country’s JFDI attractiveness, and that subsidiaries established in host countries with higher shareholder rights protection will employ fewer Japanese expatriates. We find support for our predictions based on a sample of JFDI established between 1986 and 2012.

This Article argues that the conventional wisdom about corporate raiders and activist hedge funds—raiders break things, and activists fix them—is wrong. Because activists have a higher risk of mistargeting—mistakenly shaking things up at firms that only appear to be underperforming—they are much more likely than raiders to destroy value and, ultimately, social wealth. As corporate outsiders who challenge the incompetence or disloyalty of incumbent management, raiders and activists play similar roles in reducing “agency costs” at target firms. The difference between them comes down to a simple observation about their business models: raiders buy entire companies, while activists take minority stakes. This means that raiders are less likely to mistarget firms underperforming by only a slight margin, and they are less able to shift the costs of their mistakes onto other shareholders. The differences in incentives between raiders and activists only increase after the acquisition of their stake. Raiders have unrestricted access to nonpublic information after acquiring ownership of a target company, which allows them to look under the hood to determine whether changing the target’s business strategy is truly warranted. Activists, by contrast, have limited information and face structural conflicts of interest that impair their ability to objectively evaluate what’s best for the target company. This insight has profound implications for corporate law and policy. Delaware and federal law alike have focused on building walls to keep raiders outside the gates, but they ignore the real threat—shareholder activists—that are already inside. We propose reforms to both state and federal law that would equalize the regulation of raiders and activists.

We examine the impact of internationalization on IPO underpricing in China. Our findings, which suggest that internationalization can reduce IPO underpricing, echo similar findings in the literature. However, we document that the transmission channel is not consistent with a diversification benefit documented in the literature. Instead, we find that internationalization: 1) serves as a good signal for investors and certifies the IPO is a quality investment due to lower information asymmetry; and 2) enhances corporate governance so that agency problems are less severe, thus leading to lower IPO underpricing. Overall, the underlying mechanisms differ between mature and emerging markets.

Does pre-existing financial reporting quality play a role in mitigating market-driven takeover bids and enhancing investment efficiency? An exogenous buying pressure from mutual funds with extreme capital inflows affords us a quasi-experimental setting for testing the real effects of acquirers’ financial reporting quality. We find that financial reporting quality disciplines acquiring firm managers at the front-end of the acquisition process and averts value-destroying takeover stock bids. Our findings suggest that managers discipline themselves and offer takeover bids less frequently as a reaction to equity overvaluation when high-quality financial reporting facilitates an effective board oversight and managers rationally anticipate that the board will reject their market-driven stock bids. If managers inflate earnings proactively to prop up the stock price for their upcoming M&As, we will also observe an inverse relation between financial reporting quality and the likelihood of M&As. Our identification strategy on exogenous equity overvaluation helps in ruling out the reverse causality explanation of our findings. We contribute to the literature by investigating the effects of transparent financial reporting on mitigating managers’ sub-optimal investment decisions and unraveling the mechanisms underlying the real effects of financial reporting quality. Our falsification test result suggests the presence of tensions in our hypothesis.

There is ongoing academic interest in understanding share ownership and control dynamics in publicly listed companies, given the corporate governance and regulatory implications arising therefrom. This article presents a new dataset and analysis of shareholder information, focusing on the largest 50 publicly listed companies in Australia, filling a striking 12 year gap in the existing literature. Specifically, the following issues are addressed: 1. The level of institutional ownership within the largest 20 shareholders in each of the 50 companies; 2. The concentration of that ownership based on the percentage of issued capital owned by the largest three shareholders; 3. The control of that ownership, to determine whether ownership and control diverge; and 4. Where ownership and control diverge, substantial shareholding information is collected and analysed, in order to provide a more complete picture of share ownership patterns in the Australian context. The study findings provide a clear indication of the concentration of share capital in the hands of institutional shareholders in Australia. Yet, in relation to shareholder dispersion, all of the 20 largest publicly listed companies can be classified as widely held (versus 13 in the 1999 La Porta et al study) at the 20% level of control. Additionally, the results have a preliminary bearing on the relevance of common ownership theory within Australia. Regarding the ‘Big Three’ index funds, these institutions comprise 33.33% of the substantial shareholding positions across the ASX 50. Notably, 87.1% of these substantial holdings are in companies within the financial sector. The key implications arising from the findings are that managerial agency costs and the agency costs of institutional investors are of fundamental importance in the Australian context. Based on this understanding, there are two central messages for regulators and policy makers. First, corporate governance regulation must evolve in parallel to changes in share ownership and distribution. Second, there is a need for complementarity between shareholder patterns and regulation which incentivises potential governance actors and mitigates identified agency costs.