Search

We examine the dynamics of firms’ internal succession methods and find that horse race successions are common among the largest U.S. firms. Although heir and horse race CEO candidates are of similar quality, the consequences of these two succession methods differ significantly. We show that horse race successions induce conflict and are detrimental to the firm but not to the newly appointed CEOs. Our findings suggest firm’s succession methods influence the CEO labor market, CEO compensation, and firm performance. These findings highlight the importance of CEO succession planning in the form of grooming an heir.

We study whether corporate governance and social responsibility are related to data breaches. We find that socially responsible companies with smaller boards and greater financial expertise are less likely to be breached. The financial impact of a breach is visible in the long term. Specifically, data†breach firms have –3.5% one†year buy†and†hold abnormal returns. Additionally, banks with breaches have significant declines in deposits and nonbanks have significant declines in sales in the long run. Finally, we find that following a data breach, companies are more likely to replace their chief executive officer and chief technology officer as well as improve their governance and social responsibility.

Examining the relationship between social capital and bank/consumer relations, we find banks in high social capital areas pay more interest and charge fewer fees on deposits, charge lower rates on loans, are less risky, more profitable, hold less capital, and display lower likelihoods of default and failure. Results reflect that commercial banks operating in high social capital areas do not solely maximize profits but seem to pursue objectives promoting stakeholder interests. To clarify this, we examine and find that banks operating in high social capital areas have higher community CSR scores. Banks operating with a CSR conscious perspective are more inclined to consider community interests than purely profit-maximizing banks. Thus, social capital matters because it motivates banks to adopt objectives other than pure profit maximization.

In this study, we examine whether carbon risk matters in acquisitions. Using a firm's carbon emissions to proxy for carbon risk, we examine whether an acquirer's level of carbon emissions is related to the decision to engage in acquisitions and achieve subsequent acquisition returns. The results show that firms with higher emissions have an increased likelihood of acquiring foreign targets while, at the same time, having a decreased likelihood of acquiring domestic targets. Acquirers with large carbon footprints seek out targets in foreign countries that have low gross domestic product (GDP) or weak environmental, regulatory, or governance standards. We also examine the relationship between carbon emissions and announcement returns. We find that cross-border acquisition announcement returns are higher when acquirers with high carbon emissions acquire targets in countries with fewer regulations or weaker environmental standards. Focusing on the interplay of corporate social responsibility (CSR) and carbon emissions, we find that investors censure acquirers that promote CSR while also having high carbon emissions, thus resulting in worse abnormal returns. This is particularly the case if the target country is wealthy or has stronger country governance or strong environmental protection. Our findings add insight on the channels through which a focus on reducing carbon risk can add value for shareholders.

We analyze the relation of private firms' CEO compensation with the probability of sale of a firm and its valuation at the time of the sale. Specifically, we study whether equity-based remuneration is consistent with compensating the CEO for effort related to selling the private firm, or with compensating for the illiquidity of the equity-based compensation for private firms. Using a sample of large private firms with public filings, we find that CEOs of IPO and acquired private firms have higher total and equity-based compensation than CEOs of firms that remain private. We also show that CEO compensation is positively related to the valuation premium of IPOs versus acquired firms.

We investigate whether social capital influences the use and effectiveness of tournament structure of compensation. We find that pay differentials between the CEO and other executives, or tournament, are lower in U.S. counties with higher social capital. In addition, lower pay differentials are associated with better firm performance in regions with higher social capital. We use a variety of experiments which are shown to change social capital, such as legalization of medical and recreational use of marijuana or moving corporate headquarters. Our results remain robust. These findings suggest that social capital impact firms’ compensation setting decisions and firm performance.

We examine the extent to which directors with supply chain experience (DSCs) on corporate boards create informational advantages that improve strategies and outcomes related to mergers and acquisitions (M&A). Our results suggest that DSCs play a dual role by motivating value-enhancing acquisitions while simultaneously deterring value-destroying ones. The nature and extent of these effects depend on such factors as the size of the acquiring firm and the level of uncertainty in its operating environment. Furthermore, we find that DSCs are positively associated with abnormal announcement returns. Acquirers with at least one DSC outperform their counterparts without DSCs by 3.1% during a three-day window around the announcement. Our results hold after we address endogeneity concerns using multiple methods. Finally, we show that acquirer board representation by DSCs is positively related to post-merger operating performance and negatively related to the premium paid for the target.

Firms are more likely to include a supplier-customer on the board if the supplier-customer invests more in relationship-specific assets. The results are stronger when the firm has poorer financial reporting quality or is financially distressed, as well as post-SOX. Suppliers-customers also increase their relationship-specific investment following their appointment to the board. Directorships help avoid underinvestment and mitigate contracting frictions by reducing information risks and strengthening informal contracts with the firm.

We examine if firms with directors with related industry expertise (DRIs), or directors that are supply chain partners, exhibit a greater propensity to forecast earnings, and improve the specificity and accuracy of forecasts. Using instrumental variables to mitigate endogeneity, we find that DRIs and supply chain partners possess unique insights which improve managerial forecasts especially when there is greater earnings uncertainty (innovations along the supply chain, poor performance, operating in volatile industries). We use director deaths as exogenous shocks to board composition and confirm results. Results indicate that DRIs play an informational role in enhancing voluntary disclosures and improving corporate transparency.

Using detailed loan level data, we examine bank lending to corporate customers relying on principal suppliers. Customers experience larger loan spreads, higher intensity of covenants and greater likelihood of requiring collateral when they depend more on the principal supplier for inputs. The positive association between the customer’s loan spread and its dependence on the principal supplier is less pronounced when the bank has a prior loan outstanding with the principal supplier, and when the bank has higher market share in the industry. Longer relationships between the customer and its principal supplier, and between the bank and the principal supplier, mitigate lending constraints. The evidence is consistent with corporate suppliers serving as an informational bridge between the lender and the customer.

Given the increasing use of equity-incentive compensation in Europe, we examine the effects of executive compensation and investor protection on payout policy. We find a negative (positive) relationship between equity-incentive compensation and dividends (repurchases). In countries with weak investor protection, firms with high growth opportunities compensate their CEOs with more incentive compensation, thus aligning managers to shareholders’ interests. These firms also pay higher dividends consistent with maintaining a reputation with minority shareholders for distributing excess free cash flows. However, they reduce dividends payouts and increase repurchases at a greater rate in relation to increases in incentive compensation, thereby increasing financial flexibility. Considered together, our results are consistent with growth firms in weak investor protection countries using equity incentives as a substitute for dividends for reducing agency costs.

Companies can increase executive compensation by allowing dividends to be paid on unvested restricted stocks grants, also known as stealth compensation. Examining all S&P 500 firms over the period 2003–2007, we find that more than half of the dividend paying firms allow this practice. We look at whether this form of compensation reduces agency costs or decreases value for shareholders. We find that CEOs' stealth compensation amounts to an average of $180,000 in additional income, which increases the CEOs' cash compensation and total compensation by 9% and 2% respectively. Firms engaging in stealth compensation have higher dividend payout ratios than those not allowing stealth compensation. For all firms using stealth compensation, there is a reduction in average ROA and Tobin's Q over the long run. However, stealth compensation companies with potential agency issues see a meaningful improvement in their long run performance. For weakly governed companies, stealth compensation may act as a bonding mechanism which may serve to reduce agency costs and therefore increase shareholder value.

We investigate the effect of say-on-pay (SOP) proposals on changes in executive and director compensation. Relative to non-SOP firms, SOP firms’ total compensation to CEOs does not significantly change after the proposal. However, the mix of compensation does change—companies move away from using cash compensation toward more incentive compensation, offsetting the reduction in bonus. Further, the mix of compensation of non-CEO executives changes similarly to that of CEOs. Compensation to directors of SOP firms increases less than non-SOP firms. Firms whose CEOs are well compensated, especially with cash-based compensation, are most likely to receive a proposal.

We examine the dynamics of firms’ internal succession methods and find that horse race successions are common among the largest U.S. firms. Although heir and horse race CEO candidates are of similar quality, the consequences of these two succession methods differ significantly. We show that horse race successions induce conflict and are detrimental to the firm but not to the newly appointed CEOs. Our findings suggest firm’s succession methods influence the CEO labor market, CEO compensation, and firm performance. These findings highlight the importance of CEO succession planning in the form of grooming an heir.

The role of the board of directors is to oversee managerial decisions and to protect the interests of shareholders. While director pay historically is a small cash fee, many corporations now use both stock and option grants as a part of a director's compensation. This paper examines whether this incentive pay aligns the interests of directors with those of the shareholders. We study the special case of shareholder lawsuits that specifically name the board of directors. These lawsuits indicate a breakdown in the trust and therefore the relationship between shareholders and directors. We find that when directors are paid with high incentive pay (designed to align their interests with shareholders) there is a greater incidence of lawsuits. Interestingly, greater cash compensation actually reduces the likelihood of a lawsuit.

The recent popularity of write-offs allows for examination of the role governance plays in the write-off decision. I find that well governed companies are more likely to announce write-offs. Additionally, better governed firms announce smaller write-offs relative to poorly governed firms. The evidence also indicates that the stocks of well governed firms experience announcement abnormal returns that are over six percent higher than those of poorly governed firms. The results suggest better governed firms take a pro-active approach to reveal bad news early, and thereby mitigate further uncertainty for investors.

This paper investigates how corporate governance plays a role in long-run tax management and contributes to the existing literature in several ways. First, we add insight into the horizon problems related to executive and director compensation and show that incentive compensation provides long-term incentives to improve performance by establishing a link between higher pay-performance sensitivity and lower taxes. Second, this is one of the first papers, to our knowledge, to empirically examine the role of governance in corporate tax management from a long-term perspective in order to better understand the lasting effects of governance. We find that incentive compensation drives managers to make investments into longer-horizon pay outs such as tax management. Furthermore, we find that this investment into tax management benefits shareholders; better tax management is positively related to higher returns to shareholders. We also address the endogeneity issues of corporate governance and performance measures. Finally, our paper is unique in examining which type of tax management strategy (domestic or foreign) different firms focus on. Our results shed light into how governance can improve firm performance and increase shareholder value in the long run.

We investigate how director incentives affect the occurrence of firms' backdating employee stock options. Directors with more wealth tied up in stock options may pursue activities that lead to personal gain, such as option backdating, which potentially increases the option recipient's compensation. We document a positive and significant association between director option compensation and the likelihood that firms backdate stock options. Our results question the effectiveness of director option compensation in aligning the interests with those of shareholders and help to explain the recent decline in the use of director option grants by many firms.

This paper examines one type of failure in the governance system, the case where directors do not protect shareholders from securities fraud. We find that shareholders can influence large changes in governance and compensation by targeting the full board of directors, but it is more costly in terms of legal fees. Naming directors in a class action lawsuit based on securities fraud, on average, leads to increases in CEO incentive pay, but decreases in director incentive pay. Additionally, naming directors results in a greater change in board composition. These changes in compensation and corporate governance appear to lead to enhanced performance in the years following the lawsuit.

We compare the compensation of CEOs of private firms that go public or sell out via acquisition with CEO compensation of standalone firms that remain private. We find that CEOs of IPO and sellout firms have higher compensation than CEOs of firms that remain private. We also show that equity-based compensation is positively related to the likelihood of going public. Although both IPO and sellout firms have higher option-based compensation in the year prior to the event, it is more dominant in firms that go public. We also document a positive relation between CEO cash and equity-based compensation and the valuation of the firm at the time of the acquisition or IPO.

Companies can increase executive compensation by allowing dividends to be paid on unvested restricted stocks grants, also known as stealth compensation. Examining all S&P 500 firms over the period 2003-2007, we find that more than half of the dividend paying firms allow this practice. We look at whether this form of compensation reduces agency costs or decreases value for shareholders. We find that CEOs’ stealth compensation amounts to an average $180,000 in additional income, which increases the CEOs’ cash compensation and total compensation by 9% and 2% respectively. Firms engaging in stealth compensation have higher dividend payout ratios than those not allowing stealth compensation. For all firms using stealth compensation, there is a reduction in average ROA and Tobin’s Q over the long run. However, stealth compensation companies with potential agency issues see a meaningful improvement in their long run performance. For weakly governed companies, stealth compensation may act as a bonding mechanism which may serve to reduce agency costs and therefore increase shareholder value.

We investigate the effect of say-on-pay (SOP) proposals on changes in executive and director compensation. Relative to non-SOP firms, SOP firms’ total compensation to CEOs does not significantly change after the proposal. Although the total compensation does not change, the mix of compensation does change – companies move away from using cash compensation toward more incentive compensation, offsetting the reduction in bonus. Further, the mix of compensation of non-CEO executives changes similarly to that of CEOs. Compensation to directors of SOP firms increases significantly less than non-SOP firms’. Firms whose CEOs are well compensated, especially with cash-based compensation, are most likely to receive a proposal.

Toxic mortgage related assets in bank portfolios have tested the pervasive free market wisdom that markets can effectively discipline the risk taking behavior of financial firms. In the buildup to the current crises, banks over-leveraged themselves by investing in risky mortgage securities. In an efficient and perfectly informed market investors punish firms for outsized risk taking, however when the assets in question are opaque, hard to price, and new it is difficult for investors and bank regulators alike to unveil the true risk inherent in management actions. Subordinated debt can act as an effective tool for market discipline of US banks because the debt falls outside the protection provided by regulators, since it is subordinate to deposits and outside the deposit insurance safety net. The role of subordinated debt in achieving market discipline is twofold: first, by demonstrating its spread over US treasuries of similar maturities, subordinated debt reveals the market evaluation of the riskiness of a particular bank. Second, subordinated debt issuance is thought to fulfill a preventive role such that banks that issue subordinated risks are less likely to engage in riskier investment precisely due to the fact that they face a higher level of investor scrutiny. The purpose of paper is to test the effectiveness of subordinated debt holders in fulfilling these two roles. Our paper updates the literature on the market disciplining mechanism of subordinated bond spreads by examining the role of underlying mortgage assets in the pricing of subordinated bonds by investors. Our preliminary results indicate that investors did indeed discipline banks that held or securitized high risk mortgage pools by requiring higher yields on subordinated debt.

Using a stylized construct where analysts wish to minimize their forecasting error, we model forecasted earnings when firm characteristics and prior forecasts are public information but analysts can gain private information by appeasing management via deviating from the consensus. Combining endogenously acquired private information with consensus beliefs, analysts determine the optimal forecast deviation. We analytically show and empirically verify that the degree of rational deviation is influenced by analysts' experience and the degree of information asymmetry about the firm's prospects. An analyst's rational deviation increases with information asymmetry, but is concavely related with experience, i.e., deviation increases with analyst experience but actually decreases when an analyst is a novice or highly seasoned.