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Author : Hae Jin Chung
Publisher :
ISBN 13 :
Total Pages : 134 pages
Book Rating : 4.:/5 (68 download)
Download or read book Essays on Corporate Governance and Managerial Incentives written by Hae Jin Chung and published by . This book was released on 2009 with total page 134 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Christian M. Pfeil
Publisher :
ISBN 13 : 9780820454757
Total Pages : 203 pages
Book Rating : 4.4/5 (547 download)
Download or read book Capital Structure, Managerial Incentives, and Corporate Governance written by Christian M. Pfeil and published by . This book was released on 2002-04-01 with total page 203 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book contains three essays that focus on theories that view capital structure as a disciplining instrument for a self-interested management.
Author : Andrew Baker
Publisher :
ISBN 13 :
Total Pages : pages
Book Rating : 4.:/5 (125 download)
Download or read book Essays in Corporate Governance written by Andrew Baker and published by . This book was released on 2021 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: This thesis studies several topical areas in empirical corporate governance research. In the first chapter, I investigate the impact of hedge fund activism on firm operating performance. This is the first of a planned series of papers exploring how modern governance regimes interact with non-equity outcomes. In the second chapter, I connect the results of recent econometric work on challenges with difference-in-differences designs when the treatment timing is staggered to governance research, demonstrating the source of the bias and how it impacts the results of many published studies. This chapter is coauthored with my advisor David Larcker and Charles Wang of Harvard Business School, and is undergoing revisions at The Journal of Financial Economics. In the third chapter, I apply alternative estimation techniques to a long-running question in corporate governance--whether state antitakeover affect managerial incentives, finding that, contrary to much prior work (but consistent with legal argument), they do not.
Author : An Chee Low
Publisher :
ISBN 13 :
Total Pages : 160 pages
Book Rating : 4.:/5 (174 download)
Download or read book Two Essays in Corporate Finance written by An Chee Low and published by . This book was released on 2007 with total page 160 pages. Available in PDF, EPUB and Kindle. Book excerpt: Abstract: Problems of endogeneity often cloud interpretation in corporate governance research. In this dissertation, I make use of changes in takeover laws as exogenous shocks to examine how managers react to a weakening of the corporate governance structure. In the first essay, I examine how the increased protection from hostile takeovers affects managerial incentives to change firm risk, while in the second essay I examine how firm size and firm investment behavior changes in response to the exogenous shocks. In both cases, I find that managers take actions that are beneficial to themselves but are detrimental to shareholders. Empirical evidence in the first essay show that risk-averse managers decrease firm risk in response to an exogenous increase in takeover protection in Delaware during the mid-1990s. I also find that the decrease in firm risk is concentrated among firms with low managerial equity-based incentives. Further, firms respond to the increased protection accorded by the regime shift by providing managers with greater incentives for risk-taking. Overall, the evidence supports the hypothesis that equity-based compensation can be used to align managerial interests with that of shareholders. In the second essay, I find that managers increase their firm size in response to the increased protection from hostile takeovers. The increase is predominantly among firms with low growth and high cash holdings which are exactly the firms where the agency costs of free cash flow are most costly to shareholders (Jensen, 1986). I also predict important differences in managerial empire-building through internal investments versus external acquisitions in the 1980s and 1990s based on changes in stocks and options-based incentives. Consistent with my predictions, managers prefer to empire-build through internal investments during the 1980s, while in 1990s they choose to grow more through external acquisitions.
Author : Mr. Gaizka Ormazabal Sanchez
Publisher : Stanford University
ISBN 13 :
Total Pages : 185 pages
Book Rating : 4.F/5 ( download)
Download or read book Essays on Corporate Risk Governance written by Mr. Gaizka Ormazabal Sanchez and published by Stanford University. This book was released on 2011 with total page 185 pages. Available in PDF, EPUB and Kindle. Book excerpt: This dissertation comprises three papers on the governance of corporate risk: 1. The first paper investigates the role of organizational structures aimed at monitoring corporate risk. Proponents of risk-related governance structures, such as risk committees or Enterprise Risk Management (ERM) programs, assert that risk monitoring adds value by ensuring that corporate risks are managed. An alternative view is that such governance structures are nothing more than window-dressing created in response to regulatory or public pressure. Consistent with the former view, I find that, in the period between 2000 and 2006, firms with more observable risk oversight structures exhibit lower equity and credit risk than firms with fewer or no observable risk oversight structures. I also provide evidence that firms with more observable risk oversight structures experienced higher returns during the worst days of the 2007-2008 financial crisis and were less susceptible to market fluctuations than firms with fewer or no observable risk oversight structures. Finally, I find that firms without observable risk oversight structures experienced higher abnormal returns to recent legislative events relating to risk management than firms with observable risk oversight structures. 2. The most common empirical measure of managerial risk-taking incentives is equity portfolio vega (Vega), which is measured as the dollar change in a manager's equity portfolio for a 0.01 change in the standard deviation of stock returns. However, Vega exhibits at least three undesirable features. First, Vega is expressed as a dollar change. This implicitly assumes that managers with identical Vega have the same incentives regardless of differences in their total equity and other wealth. Second, the small change in the standard deviation of returns used to calculate Vega (i.e., 0.01) yields a very local approximation of managerial risk-taking incentives. If an executive's expected payoff is highly nonlinear over the range of potential stock price and volatility outcomes, a local measure of incentives is unlikely to provide a valid assessment of managerial incentives. Third, Vega is measured as the partial derivative of the manager's equity portfolio with respect to return volatility. This computation does not consider that this partial derivative also varies with changes in stock price. The second paper develops and tests a new measure of managerial risk-taking equity incentives that adjusts for differences in managerial wealth, considers more global changes in price and volatility, and explicitly considers the impact of stock price and volatility changes. We find that our new measure exhibits higher explanatory power and is more robust to model specification than Vegafor explaining a wide range of measures of risk-taking behavior. 3. The third paper examines the relation between shareholder monitoring and managerial risk-taking incentives. We develop a stylized model to show that shareholder monitoring mitigates the effect of contractual risk-taking incentives on the manager's actions. Consistent with the model, we find empirically that the positive association between the CEO's contractual risk-taking incentives and risk-taking behavior decreases with the level of shareholder monitoring. Furthermore, consistent with the board anticipating and optimally responding to shareholder monitoring, boards of firms exposed to more intense monitoring design compensation contracts that provide higher incentives to take risks. Overall, our results suggest that, when evaluating risk-taking incentives provided by a compensation contract, it is important to account for the firm's monitoring environment.
Author : Hong Wan
Publisher :
ISBN 13 :
Total Pages : pages
Book Rating : 4.:/5 (427 download)
Download or read book Two Essays on Corporate Governance - are Local Directors Better Monitors, and Directors Incentives and Earnings Management written by Hong Wan and published by . This book was released on 2008 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: ABSTRACT: Previous literature have documented that the independent directors play a crucial goal in corporate governance but the research on the firm value and board independence remains inconclusive. In my dissertation, I examine the impact of independent directors' geographic proximity to corporate headquarters on the effectiveness of corporate boards and the motivations of board directors. Using a large sample of directors trading, I show that independent directors who live close to headquarters ("local director") earn higher abnormal returns on their trades than other directors, and that this advantage is stronger in small firms. Further, I find an inverse relationship between the number of local independent directors on the board and firm value. Companies with fewer local independent directors also have higher ROA ratios, lower abnormal CEO compensations, and higher CEO incentive compensations. Collectively, the findings suggest that local independent directors are more informed but less effective monitors. I also provided evidence that firms with a higher proportion of directors' incentive compensation are more likely to manage earnings. Directors are more likely to exercise options in the year following the firms' earnings management being in the top tercile of the sample. The results are robust after controlling for self-selection bias. Taken together, the evidence suggests that director incentive pay is more likely to align directors' interest with the CEO's, rather than to induce the directors to act in the best interest of the shareholders.
Author : Jared Ian Wilson
Publisher :
ISBN 13 :
Total Pages : 332 pages
Book Rating : 4.:/5 (969 download)
Download or read book Essays in Corporate Governance written by Jared Ian Wilson and published by . This book was released on 2016 with total page 332 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate governance examines the mechanisms through which managers and directors are incentivized to act in the best interests of shareholders. The three essays of this dissertation focus on internal and external control mechanisms in the CEO and director labor markets and their effectiveness in aligning the interests of mangers, directors and shareholders. The first essay examines the influence of industry shocks and peer firms on board monitoring decisions. Recent evidence documents that industry factors influence CEO turnover decisions, despite agency theory's proposition that boards should filter out industry shocks when evaluating CEO performance. Consistent with industry dynamics affecting board monitoring decisions, I document that industries exhibit CEO turnover waves. During these periods of abnormally high turnover, executives face a heightened threat of discipline as boards increase turnover-performance sensitivity. This increased scrutiny inside waves represents a meaningful managerial incentive that curbs value-destroying behavior of CEOs. Overall, this essay documents the existence of CEO turnover waves, which motivate boards to monitor management differently and have real effects on CEO behavior and shareholder wealth. The second essay examines the shareholder wealth effects associated with a required venue for shareholder litigation. In response to the increased threat of shareholder litigation filed in multiple states, firms have adopted exclusive forum provisions which limit lawsuits to a single venue of the board's choice. It is unclear whether these provisions impose increased costs on shareholders' ability to discipline managers and directors or provide benefits to shareholders by eliminating multi-forum and duplicative lawsuits. I use the Delaware Chancery Court's announcement upholding the adoption of these provisions as a natural experiment to evaluate their wealth implications. Overall, this essay suggests that exclusive forum provisions create value for shareholders by specifying a required venue for corporate litigation. The final essay, with David Becher and Ralph Walkling, examines the stability and composition of acquirer boards around mergers and the director characteristics associated with selection for the post-merger board. Our results indicate that the post-merger board changes substantially and variation is significantly different from both non-merger years and non-merging firms. Adjustments reflect firms upgrading skills associated with executive and merger experience and bargaining between targets and acquirers, rather than agency motives. Conversely, director selection at non-merging firms is driven by general skills and diversity. Our analyses provide insight into the dynamic nature of board structure and characteristics valued in the director labor market.
Author : Lixiong Guo
Publisher :
ISBN 13 :
Total Pages : 203 pages
Book Rating : 4.:/5 (794 download)
Download or read book Essays in Corporate Governance written by Lixiong Guo and published by . This book was released on 2012 with total page 203 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Yong Lee
Publisher :
ISBN 13 :
Total Pages : pages
Book Rating : 4.:/5 (694 download)
Download or read book Two Essays on Corporate Governance written by Yong Lee and published by . This book was released on 2010 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Susan Christine Sassalos
Publisher :
ISBN 13 :
Total Pages : 198 pages
Book Rating : 4.:/5 (33 download)
Download or read book Three Essays on Corporate Governance and Control written by Susan Christine Sassalos and published by . This book was released on 1994 with total page 198 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Minhua Yang
Publisher :
ISBN 13 :
Total Pages : 76 pages
Book Rating : 4.:/5 (67 download)
Download or read book Two Essays on Corporate Governance written by Minhua Yang and published by . This book was released on 2009 with total page 76 pages. Available in PDF, EPUB and Kindle. Book excerpt: This dissertation is composed by two essays that explore the changes in corporate governance around the passage of Sarbanes-Oxley (SOX) 2002. In the first essay, I examine the relation between board structure and compensation as a bargaining game between the board and the CEO. Bargaining game theories describe an endogenous process of determining the structure of director and CEO compensation. The Sarbanes-Oxley Act (SOX) altered the equilibrium of power between the board and CEO by changing the monitoring role of the board. SOX essentially provides a natural experiment to test how a shock to the bargaining game alters the balance of power between directors and the CEO. Using the ratio of director compensation to CEO compensation to proxy for bargaining power, I find a significant increase following the passage of SOX, consistent with directors gaining bargaining advantage. Moreover, firms with strong shareholder rights exhibit even greater evidence of power shifting to the directors. Overall, the results suggest that directors gain more power relative to the CEO in determining compensation plans and strong shareholder rights help firms to align directors' incentives with those of shareholders. In the second essay, I examine the relation between CEO compensation structure and acquirer returns. In the literature, researchers find that executive compensation structures influence corporate acquisition decisions. Equity-based executive compensation should reduce the non-value-maximizing behavior of acquiring managers. A series of corporate reforms such as SOX and the FASB expensing rule affected the structure of CEO equity-based compensation. I find a significant increase in CEO restricted stock compensation and a significant decrease in CEO option-based compensation following these reforms. I also find that CEOs with strong managerial power are more likely to receive more restricted stock in their compensation package after the 2002 reforms. Finally, I find a significant positive relation between the restricted stock compensation of acquiring firm CEOs and abnormal stock returns after 2002. This provides empirical support on the effectiveness of the shift away from options towards restricted stock in executive compensation packages. Restricted stock is associated with better merger decisions.
Author : Shuai Wang
Publisher :
ISBN 13 :
Total Pages : 96 pages
Book Rating : 4.:/5 (128 download)
Download or read book Essays on Corporate Governance written by Shuai Wang and published by . This book was released on 2017 with total page 96 pages. Available in PDF, EPUB and Kindle. Book excerpt: Recent literature provide widespread and robust evidence on the impact of corporate governance. Ownership structure and management characteristics are among the center of the debate. Empirical studies report conflicting evidence regarding the information environment of public family-controlled firms. We use staggered exogenous shocks to the information environment to test whether family control influences corporate disclosure. After an exogenous decrease in the information environment, we find that family firms provide greater, more informative, and more rapidly produced disclosures than their nonfamily peer firms. Family control increases the likelihood of voluntary disclosure by 190% relative to nonfamily firms after a negative information shock. These disclosure increases occur across founder-, descendant-, and externally- led family firms, suggesting families possess strong incentives to protect the firm's information environment. Beyond ownership structure, I examine the relation of CEO overconfidence on compensation incentive. My findings suggest that the cost-reduction hypothesis applies when firms offer higher incentive to overconfident CEOs to exploit their positively biased views of firm performance; risk-reduction hypothesis dominates when CEOs are extremely overconfident, where firms offer reduced compensation convexity to lower CEO's excessive risk-taking incentive. Extremely overconfident CEOs receive less convex compensation than moderately overconfident CEOs and this relation amplifies with history of value-destroying acquisition and better corporate governance.
Author : David De Angelis
Publisher :
ISBN 13 :
Total Pages : 192 pages
Book Rating : 4.:/5 (826 download)
Download or read book Essays in Corporate Finance and Corporate Governance written by David De Angelis and published by . This book was released on 2012 with total page 192 pages. Available in PDF, EPUB and Kindle. Book excerpt: My dissertation contains three essays in corporate finance and corporate governance. The first essay studies the effect of information frictions across corporate hierarchies on internal capital allocation decisions, using the Sarbanes Oxley Act (SOX) as a quasi-natural experiment. SOX requires firms to enhance their internal controls to improve the reliability of financial reporting across corporate hierarchies. I find that after SOX, the capital allocation decision in conglomerates is more sensitive to performance as reported by the business segments. The effects are most pronounced when conglomerates are prone to information problems within the organization and least pronounced when they still suffer from internal control weaknesses after SOX. Moreover, conglomerates' productivity and market value relative to stand-alone firms increase after SOX. These results support the argument that inefficiencies in the capital allocation process are partly due to information frictions. My findings also shed light on some unintended effects of SOX on large and complex firms. The second essay is co-authored with Yaniv Grinstein and investigates how firms tie CEO compensation to performance. We take advantage of new compensation disclosure requirements issued by the Securities and Exchange Commission in 2006. Firms vary in their choice of performance measures and horizons, and in their reliance on pre-specified goals. Consistent with optimal contracting theories, we find that firms choose performance measures that are more informative of CEO actions, and rely less on pre-specified goals when it is more costly to contract on CEO actions. The third essay investigates the design of division managers (DMs) incentive contracts again taking advantage of the disclosure requirements. I find that firms do not use relative performance evaluation across divisions and that in general most of DM compensation incentives are associated with firm performance instead of division performance. Furthermore, division performance-based incentives tend to be smaller in complex firms, when within-organization conflicts are potentially more severe. I also find that when the probability of promotion to CEO is lower, DM ownership requirements are more stringent and DM compensation incentives are greater. These results support notions that influence costs as well as promotion-based incentives are important considerations in designing DMs contracts.
Author : Donald H. Chew
Publisher : Columbia University Press
ISBN 13 : 9780231519984
Total Pages : 388 pages
Book Rating : 4.5/5 (199 download)
Download or read book U.S. Corporate Governance written by Donald H. Chew and published by Columbia University Press. This book was released on 2009-08-25 with total page 388 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate governance constitutes the internal and external institutions, markets, policies, and processes designed to help companies maximize their efficiency and value. In this collection of classic and current articles from the Journal of Applied Corporate Finance, thought leaders such as Michael Jensen and Robert Monks discuss the corporate mission of value maximization and the accomplishments and limitations of the U.S. governance system in achieving that end. Essays address the elements driving corporate value: the board of directors, compensation for CEOs and other employees, incentives and organizational structure, external ownership and control, role of markets, and financial reporting. They evaluate best practice methods, challenges in designing equity plans, transferable stock options, the controversy over executive compensation, the values of decentralization, identifying and attracting the "right" investors, the evolution of shareholder activism, creating value through mergers and acquisitions, and the benefits of just saying no to Wall Street's "earnings game." Grounded in solid research and practice, U.S. Corporate Governance is a crucial companion for navigating the world of modern finance.
Author : Laura S. Miller
Publisher :
ISBN 13 :
Total Pages : 342 pages
Book Rating : 4.:/5 (928 download)
Download or read book Two Essays on Governance at the National and Corporate Level written by Laura S. Miller and published by . This book was released on 2014 with total page 342 pages. Available in PDF, EPUB and Kindle. Book excerpt: ESSAY 2: Highly publicized governance failures in recent years have renewed research efforts to investigate the consequences of specific governance mechanisms. A better understanding of executive compensation contracts, specifically golden parachutes, is especially critical given their notorious status in the corporate governance debate. Instead of examining the explicit incentive role of golden parachutes (GPs) in influencing managerial behavior, we study their role as a tool for screening and recruiting reputable CEOs in a situation where recruitment would otherwise be difficult---severe financial distress that eventually leads to Chapter 11 bankruptcy. If GPs enable distressed firms to recruit reputable CEOs, there should be an observable link between the presence of GPs in employment contracts for newly hired CEOs and value-preserving firm outcomes. For our sample of firms, all of which filed for bankruptcy, this can be measured by the outcome of the bankruptcy proceedings, specifically the avoidance of liquidation. Thus, we hypothesize a negative relationship between the presence of GPs for newly hired CEOs and the probability of liquidation in bankruptcy. Consistent with this hypothesis, we find that firms led by newly hired CEOs with GPs are liquidated less often than other firms. This suggests that, regardless of their efficacy as corporate governance mechanisms, GPs can create value for shareholders.
Author : Ms. Nadya Malenko
Publisher :
ISBN 13 :
Total Pages : pages
Book Rating : 4.:/5 (742 download)
Download or read book Essays in Corporate Governance written by Ms. Nadya Malenko and published by . This book was released on 2011 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: This dissertation provides a theoretical analysis of several corporate governance mechanisms in the presence of information asymmetries and agency conflicts between shareholders, managers, and directors. The first essay of the dissertation analyzes decision-making in corporate boards and studies how board characteristics and the design of board meetings affect board decisions. Two other essays are on shareholder activism. The second essay focuses on voting for non-binding shareholder proposals and examines its effectiveness in conveying shareholder views to the management. The third essay considers another common form of shareholder activism, private negotiations with the management, and studies the activist's choice between private negotiations and public confrontation. The first essay, "Communication and Decision-Making in Corporate Boards, " develops a theory of communication and collective decision-making in a board of directors whose members have private information about the issue under discussion. The key element of the model is that the quality of board communication is endogenous, because it depends on the time and effort directors are willing to put into communicating their information to others. Directors may have biases regarding the decision and may be reluctant to disagree with the prevailing opinion in the boardroom. I show that when effective communication is personally costly for directors, both stronger preferences for conformity and stronger biases may improve the board's decisions because directors will have stronger incentives to convince others of their position. These results have implications for the design of board policies, including the use of open vs. secret ballot voting, the establishment and composition of committees, and the frequency of executive sessions of outside directors. The second essay, "Non-Binding Voting for Shareholder Proposals, " which is co-authored with Doron Levit and is forthcoming in the Journal of Finance, considers another setting where information relevant for the firm's decisions is dispersed among many agents, namely, the firm's large shareholders. Our main question is whether voting for non-binding shareholder proposals fulfills its intended role of conveying shareholders' expectations to the management. We show that when the interests of the manager and shareholders are not aligned, non-binding voting generally fails to convey shareholder views to the manager. This distinguishes voting for non-binding proposals from standard voting for binding proposals, where some information is always conveyed. In practice, the effectiveness of shareholder proposals may be affected by external governance mechanisms, such as the market for corporate control in the form of activist investors. Our analysis demonstrates that the presence of an activist investor can enhance the advisory role of non-binding voting only if there is substantial conflict of interest between the activist and shareholders. Although shareholder proposals have become increasingly common in recent years, submitting a proposal to a shareholder vote is often viewed by activist investors as a tactic of last resort. According to survey evidence, activists generally try to achieve their objectives through private negotiations with the management and use confrontational tactics only if these negotiations are not successful. The third essay, "Behind-the-Scene Negotiations in Shareholder Activism, " examines under which circumstances negotiations between the activist and the management fail. I study these negotiations in a bargaining framework where the manager is privately informed about his private benefits. The model provides implications for the likelihood of proposal withdrawals and announcement effects of proposal submissions. It demonstrates, in particular, that the announcement of an activist's intervention may have a negative price effect even if the intervention is known to be beneficial to the company.
Author : Klaus J. Hopt
Publisher : Walter de Gruyter GmbH & Co KG
ISBN 13 : 3110905043
Total Pages : 372 pages
Book Rating : 4.1/5 (19 download)
Download or read book Comparative Corporate Governance written by Klaus J. Hopt and published by Walter de Gruyter GmbH & Co KG. This book was released on 2015-02-06 with total page 372 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate governance has become an important issue in all industrial economies. This text has grown out of a conference entitled Comparative Corporate Governance, An International Conference, United States - Japan - Western Europe which considered the subject.
