Corporate Finance Commons^™

Socially-Minded Investors And Corporate Behavior, Merritt B. Fox, Menesh S. Patel

Faculty Scholarship

Many equity investors are concerned with the world’s worsening social and environmental problems and are losing faith in the capacity of political institutions to respond. Corporate behavior is often contributing to these problems. Some investors, at least if fully informed as to costs and benefits involved, would favor corrective changes to corporate behavior even where that would lessen their investment returns. Two important questions arise: (1) given existing law, are such willing-to-sacrifice equity investors currently affecting firm behavior; and (2) should there be legal reform that makes firms more sensitive to these willing-to-sacrifice investors’ preferences? This Article seeks to answer …

How Do Firms Respond To Reduced Private Equity Buyout Activity?, Yi-Hsin Lo

Dissertations and Theses Collection (Open Access)

I investigate how firms respond to reduced private equity buyout activity in their home states by exploiting the state-by-state adoption of laws that increase the cost of buyouts. I find evidence suggestive of reduced firm efficiency. The firms also become less likely to go bankrupt or to relocate to other states. These findings suggest that the firms' managers may be starting to enjoy the quiet life. I also find a reduction in layoffs. Overall, the results indicate a trade-off: Whereas reduced private equity buyout activity increases managerial entrenchment, it also lowers firm exits and strengthens employees' job security.

Retail Investors And Corporate Governance: Evidence From Zero-Commission Trading, Dhruv Aggarwal, Albert H. Choi, Yoon-Ho Alex Lee

Law & Economics Working Papers

We examine the effects of the sudden abolition of trading commissions by major online brokerages in 2019, which lowered stock market entry costs for retail investors, on corporate governance. Firms already popular with retail investors experienced positive abnormal returns around the abolition of commissions. Firms with positive abnormal returns in response to commission-free trading subsequently saw a decrease in institutional ownership, a decrease in shareholder voting, and a deterioration in environmental, social, and corporate governance (ESG) metrics. Finally, these firms were more likely to adopt bylaw amendments to reduce the percentage of shares needed for a quorum at shareholder meetings. …

The Effects Of Esg On The Financial Performance Of Aerospace & Defense Companies, Cooper Trimble

Honors Undergraduate Theses

This study examines the relationship between Environmental, Social, and Corporate Governance (ESG) activity and financial performance in the context of firms operating in the Aerospace & Defense industry. As societal pressure increases for companies to adopt ESG and related corporate sustainability practices, it is crucial to understand the repercussions of such adoptions. As the Aerospace & Defense industry continues to grow and capitalize on post-COVID travel booms, military modernization efforts, and increased demand for advanced aerospace technology, it is essential to understand the consequences of ESG implementation. By examining data from 2012 – 2023, this study produced results regarding the …

Meme Corporate Governance, Dhruv Aggarwal, Albert H. Choi, Yoon-Ho Alex Lee

Articles

Can retail investors revolutionize corporate governance and make public companies more responsive to social concerns? Beginning in 2021, there was a dramatic influx of retail investors into the shareholder base of “meme” stock companies such as GameStop, AMC, and Bed Bath & Beyond. Observing the unprecedented, coordinated trading among retail investors, scholars and practitioners predicted that the influx of retail investors would reduce the power of large institutional investors and democratize corporate governance. These predictions were driven by three factors: generational, with assumptions that millennial and Gen Z investors would challenge corporate management; societal, reflecting growing discontent with slow progress …

Essays On Tax Impacts On Corporate Finance, Corporate Governance And Regional Disparity, Mei Li

Dissertations, Theses, and Capstone Projects

This dissertation consists of three chapters that cover topics on tax impacts on corporate finance, regional disparity and corporate governance.

Chapter 1 - How Do Net Operating Loss Carryforwards Affect Tax Impact on Corporate Capital Structure? This paper examines the impact of net operating loss (NOL) carryforwards on the tax implications of corporate capital structure. Leveraging the Tax Cuts and Jobs Act of 2017 (TCJA), the largest tax reform in four decades, this paper investigates the effect of NOL carryforwards on firms' sensitivity to tax reforms. As NOL carryforwards have become increasingly significant since 2000, but not widely researched due …

Meme Corporate Governance, Dhruv Aggarwal, Albert H. Choi, Yoon-Ho Alex Lee

Law & Economics Working Papers

Can retail investors revolutionize corporate governance and make public companies more responsive to social concerns? The U.S. stock market offered an unusual experiment to test the impact of retail investors in 2021, when there was a dramatic influx of retail investors into the shareholder base of companies such as GameStop and AMC. The meme surge phenomenon elicited a variety of reactions from scholars and practitioners. While some worried that affected companies’ share prices were becoming disjointed from their financial fundamentals, others predicted that retail shareholders will reduce the power of large institutional investors and democratize corporate governance. This Article presents …

Biodiversity Disclosure Of Indonesian Companies And The Role Of The Board Of Commissioners, Ahmad Hambali, Desi Adhariani

Jurnal Akuntansi dan Keuangan Indonesia

The environmental damage that occurs on a large scale has an impact on reducing biodiversity. Biodiversity has an important role that is useful for human life and plays a central role in economic development. This condition makes various parties aware of their role in preventing further damage. Companies, whether directly or indirectly, owe a great deal to the environment. This study seeks to examine the role of the Board of Commissioners as proxied by the size of the Board of Commissioners, the proportion of Independent Boards, and the proportion of women on the Board of Commissioners as a corporate governance …

Corporate Social Responsibility, Corporate Governance, And Banking Performance In The Cemac Region, Divine Fondem

Doctoral Dissertations and Projects

This researcher examined the effect of corporate governance (CG) and corporate social responsibility (CSR) on banking performance in the Central African Economic and Monetary Community (CEMAC) region. The data was obtained from the Worldwide Governance and the World Bank sovereign database from 2003 to 2018. This study employs the z-score to proxy the CSR factors such as labor force participation rate, population density, and renewable energy. The results reveal that the fixed effects model is superior to the pooled ordinary least square (OLS) and the random-effects model. The findings show that CSR has a significantly positive relationship, while CG has …

Contracting And Reporting Conservatism Around A Change In Fiduciary Duties, Daniel Bens, Sterling Huang, Liang Tan, Wan Wongsumwai

Research Collection School Of Accountancy

We exploit an influential 1991 Delaware court ruling to examine the impact of changes in managerial fiduciary duties on firms’ accounting and contracting choices. The ruling expanded directors’ fiduciary duties in favor of creditors and away from shareholders for a specific group of firms. Using a hand-collected sample of debt contracts around the ruling date, we find that, following the ruling, debt contracts of affected firms rely less on the use of income escalators (provisions in loan contracts which require changes in net worth to reflect losses in full, but only partially for gains and profits) and other conservative adjustments …

Does Litigation Deter Or Encourage Real Earnings Management, Sterling Huang, Sugata Roychowdhury, Ewa Sletten

Research Collection School Of Accountancy

In this paper, we rely on an exogenous shock to examine the impact of litigation risk on real earnings management (REM). We conduct differences-in-differences tests centered on an unanticipated court ruling that reduced litigation risk for firms headquartered in the Ninth Circuit. REM increases significantly following the ruling for Ninth-Circuit firms relative to other firms, consistent with litigation risk deterring REM. Additional analyses reveal that REM rises more following the ruling when firms issue more optimistic disclosures. The evidence is consistent with litigation deterring REM by constraining managers' ability to issue optimistic and misleading disclosures that can conceal the myopic …

Essays On Corporate Finance, Shuyu Xue Shuyu

Dissertations and Theses Collection (Open Access)

This dissertation has two essays on corporate finance. In the first chapter, I investigate the dual-class structure. The dual-class structure is often regarded as poor corporate governance and the source of agency problems. However, I find that, for companies with high information asymmetry and long investment horizon, dual-class structure delivers higher operating performance and valuation ratios. These performing dual-class companies tend to have a higher investment in intangibles, more innovations, less pay-out, and less CEO compensation. The findings suggest that dual-class structure could be optimal in empowering information-advantageous inside shareholders and ensuring corporate long-term goals.

In the second chapter of …

Activist Investors: A Corporate Social Responsibility Perspective On Hedge Fund Activism And The Need For Focus On All Stakeholders, Lucy Marie Ankenbauer

Honors Program: Senior Projects (Public)

Corporate social responsibility (CSR) can result in distinctly different visions when instituted under the enlightened stakeholder theory or the shareholder maximization theory. The critical variation between these two theories is the principal party that businesses consider when instituting strategic decisions. Firms following the enlightened stakeholder theory will base decisions on all the various stakeholders of the company and develop policies which increase long-term firm value. Companies pursuing shareholder value maximization will consider all strategies through the eyes of the stockholders and how these individuals will be affected. Neither theory is more valid than the other, since many factors must be …

Essays In Corporate Finance, Meng Gao

Dissertations and Theses Collection (Open Access)

This dissertation studies the impact of credit rating on firms’ financing behavior and investigates insider trading activities.

The first essay documents how firms’ concerns about credit rating change affect their choice between the use of debt and lease. Firms approaching a credit rating change tend to use less debt relative to operating leases to finance their new projects. In this paper, I propose a new method of measuring the potential of a credit rating change. Using the new measures, I find that not only the concerns about being downgraded but also the at- tempts to get upgraded have significant impacts. …

You Can Run But You Can’T Hide: The Advance Of Shareholder Activism, Kendall Greenberg

CMC Senior Theses

Shareholder activism has exploded in popularity since the turn of the century, due in large part to impressive relative returns generated by its major participants. The result has thus been a surge in assets invested in the category, to in excess of $170 billion today up from less than $3 billion in 2000 (Inglis 2015; Romito 2015). This influx of capital, in absolute dollars and pace of growth, has caused many to wonder whether activists truly create shareholder value and, if so, if the value generated is sustainable. Numerous studies of activist interventions prior to 2009 reveal significant stock price …

Is Corporate Social Responsibility An Agency Problem?, Hao Liang, Luc Renneboog

Research Collection Lee Kong Chian School Of Business

This chapter examines whether CSR investments occur mostly in firms with severe agency problems, which suggests that CSR is an agency issue. We demonstrate that this is not the case: CSR investments and performance are higher when dividends are high, leverage is high, cash flows and cash holdings are low, and when there is a high managerial pay-for-performance sensitivity. All these variables combined represent managerial discipline in terms of corporate investing. We also document that better legal protection of shareholder rights is positively related to CSR performance. This implies that when shareholders are more powerful relative to the management, the …

Proxy Access And Optimal Standardization In Corporate Governance: An Empirical Analysis, Reilly S. Steel

Fordham Journal of Corporate & Financial Law

According to the conventional wisdom, “one size does not fit all” in corporate governance. Firms are heterogeneous with respect to their governance needs, implying that the optimal corporate governance structure must also vary from firm to firm. This one-size-does-not-fit-all axiom has featured prominently in arguments against numerous corporate law regulatory initiatives, including the SEC’s failed Rule 14a-11—an attempt to impose mandatory, uniform “proxy access” on all public companies—which the D.C. Circuit struck down for inadequate cost–benefit analysis.

This Article presents an alternative theory as to the role of standardization in corporate governance—in which investors prefer standardized terms—and empirical …

Dividend Policy In A Frontier Market And Sector Equity Traded Funds In The United States, Abdulrahman Alharbi

LSU New Orleans Theses and Dissertations

In chapter 1, we examine the nature and scale of the relationship between returns on sector Equity Traded Funds (ETFs) and their volatility. We discuss the source and direction of the effect between returns and risk and whether behavioral biases are prominent among sector ETFs. The study has implications for financial sector practitioners and investors, as it provides more information about the risk in sector ETF and whether that risk differs from that of other investment instruments. To this end, we test three hypotheses based on the relevant literature on volatility and returns: the leverage effect hypothesis, feedback hypothesis, and …

Powerful Blockholders And Ceo Turnover, Chi Shen Wei, Lei Zhang

Research Collection Lee Kong Chian School Of Business

We identify the power of institutional blockholders to influence management using previous occurrences of forced CEO turnover at other firms in the blockholders’ overall portfolio. We create a “powerful blockholder linkage” measure that strongly predicts future forced CEO turnover. These effects are larger when “powerful” blockholders are more motivated to monitor and when they have had valuable monitoring experience. Moreover, firms with powerful blockholders display higher CEO turnover-performance sensitivity, pursue more value-increasing mergers, and have higher firm value. Overall, our results suggest that an identifiable group of powerful blockholders play an important role in corporate governance.

Social Network Impact On Corporate Performance And Governance, Jonathan Chew Hoe Khoo

Dissertations and Theses Collection

Motivated by the centrality measures constructed in Larcker, So and Wang (2013), I affirm that board connectedness positively affect firm performance in Singapore, and even if we were to measure firm performance by Tobin's Q. The impact on firm performance persists over at least four years. Controlling for Corporate Governance using a proprietary database, the Singapore Corporate Governance Index, only the Eigenvector centrality under simple-weighted and hyperbolic-weighted projections survives the robustness test, suggesting that firstly, the local proxy of Corporate Governance based on OECD principles possibly controls for what is proxied by the Betweenness, Closeness and Degree centrality measures, and …

Rethinking Corporate Governance For A Bondholder Financed, Systemically Risky World, Steven L. Schwarcz

William & Mary Law Review

This Article makes two arguments that, combined, demonstrate an important synergy: first, including bondholders in corporate governance could help to reduce systemic risk because bondholders are more risk averse than shareholders; second, corporate governance should include bondholders because bonds now dwarf equity as a source of corporate financing and bond prices are increasingly tied to firm performance.

Quasi-Appraisal: Appraising Breach Of Duty Of Disclosure Claims Following "Cash-Out" Mergers In Delaware, Zachary A. Paiva

Fordham Journal of Corporate & Financial Law

In recent years, Delaware has served as the hot bed for the dramatic increase in merger appraisal litigation and the proliferation of “appraisal arbitrage” whereby opportunistic shareholders buy into companies following merger announcements and challenge announced deal prices as an investment strategy. While this has not always proved profitable, it has increased scrutiny over the Delaware appraisal regime and the ability for shareholders to avail themselves of the opportunity for a judicial valuation of their shares. Furthermore, it has highlighted information asymmetries in which controlling shareholders, particularly those seeking to cash out their minority shareholders, are incentivized to underpay or …

Governance And Post-Repurchase Performance, Gary Caton, Jeremy Goh, Yen Teik Lee, Scott Linn

Research Collection Lee Kong Chian School Of Business

Payout policies based on share repurchase programs provide greater flexibility than do those based on cash dividends. We develop and test an empirical model in which strongly governed companies outperform weakly governed companies after announcing share repurchase programs. Our findings include positive associations between strong governance and both post-announcement adjusted operating performance and abnormal stock returns. The results are robust to sample selection bias, different sample criteria, governance measurement, and various control variables. In addition, governance strength is associated with larger post-announcement changes in CEO incentive compensation and merger and acquisition activity, both of which we argue are consistent with …

Do Government Linked Companies Hold More Cash?, Chenxi Liu, Kian Leong Nelson Yap, Sili Zhou

Research Collection Yong Pung How School Of Law

In this paper, we investigate the cash holings of government linked corporations (GLCs) in Singapore, with different levels of Temasek Holdings ownership. We find evidence that Temasek owned public firms hold on average substantially more cash than otherwise similar public firms listed on SGX. This result is robust to different measures of Temasek ownership. We also show that when GLCs have excess cash, they do not spend it on capital expenditure, acquisition, dividends or share repurchase. Instead, they hoard these excess cash leading to an accumulation of cash. In addition, we show that Temasek firms are on average more profitable, …

Governance Matter: Morningstar Stewardship Grades And Mutual Fund Performance, Jerry X. Cao, Aurobindo Ghosh, Jeremy Goh, Wee Seng Ng

Research Collection Lee Kong Chian School Of Business

Mutual fund investors have the arduous task of disentangling luck from ability of mutual fund managers’ performance. In this paper we investigate the role of mutual fund corporate governance (measured by Morningstar Stewardship grade) in mutual fund performance. We propose an objective data-driven corporate governance score based on principal components of Morningstar Stewardship Grades. Furthermore, we establish corporate governance scores have Granger Causality on long-term risk-adjusted returns. The findings suggest that corporate governance grades of mutual funds carry information content beyond the usual star rating measures for predicting long-term mutual fund performance and provide an effective tool for selecting funds.

Open Market Share Repurchase Programs And Corporate Governance: Company Performance, Gary Caton, Jeremy Goh, Yen Teik Lee, Scott C. Linn

Research Collection Lee Kong Chian School Of Business

Payout policies based on share repurchase programs provide greater flexibility than do those based on cash dividends. We develop and test an empirical model in which strongly-governed companies outperform weakly-governed companies after announcing share repurchase programs. Our findings include positive associations between strong governance and both post-announcement adjusted operating performance and abnormal stock returns. The results are robust to sample selection bias, different sample criteria, governance measurement, and various control variables. In addition, governance strength is associated with larger post-announcement changes in CEO incentive compensation and merger and acquisition activity, both of which we argue are consistent with strongly-governed companies …

Governance Matter: Morningstar Stewardship Grades And Mutual Fund Performance, Jerry X. Cao, Aurobindo Ghosh, Jeremy Goh, Wee Seng Ng

Research Collection School Of Economics

Mutual fund investors have the arduous task of disentangling luck from ability of mutual fund managers’ performance. In this paper we investigate the role of mutual fund corporate governance (measured by Morningstar Stewardship grade) in mutual fund performance. We propose an objective data-driven corporate governance score based on principal components of Morningstar Stewardship Grades. Furthermore, we establish corporate governance scores have Granger Causality on long-term risk-adjusted returns. The findings suggest that corporate governance grades of mutual funds carry information content beyond the usual star rating measures for predicting long-term mutual fund performance and provide an effective tool for selecting funds.

Corporate Or Network Governance? The Case Of The Italian Productive Chains And Their Scaffolding Finance Approach., Guido Max Mantovani, Teresa Guidone

The Journal of Entrepreneurial Finance

We investigate and find out the inner differences between stand-alone firms and those participating to Productive Chain Networks (PCNs) as far as ownership and corporate governance characteristics are concerned. PCNs are typical Italian economic realities made of small and medium enterprises (SMEs) which behave like a unique meta-firm. Different clusters are found from an empirical analysis: firms outside PCNs, leaders in PCNs and suppliers participating to PCNs. The clusters differentiate on corporate governance practices and the consequent capability to attract funding from financial institutions. The inner differences in governance structure relate to the underpinnings of the competitive advantage of the …

Corporate Governance, Institutional Ownership, And The Decision To Pay The Amount Of Dividends: Evidence From Usa, John Obradovich, Amarjit Gill

Faculty Publications and Presentations

The decision to pay dividends is influenced by many financial factors. The purpose of this study is to find the relationships between corporate governance, institutional ownership, and the decision to pay dividends in American service firms. A sample of 296 American firms listed on New York Stock Exchange (NYSE) for a period of 3 years (from 2009-2011) was selected. This study applied a co-relational and non-experimental research design. The findings of this study indicate that the decision to pay dividends is a positive function of board size, CEO duality, and internationalization of the firm, and a negative function of institutional …

Managing Corporate Federalism: The Least-Bad Approach To The Shareholder Bylaw Debate, Christopher M. Bruner

Scholarly Works

Over recent decades, shareholders in public corporations have increasingly sought to augment their own power - and, correlatively, to limit the power of boards - through creative use of corporate bylaws. The bylaws lend themselves to such efforts because enacting, amending, and repealing bylaws are essentially the only corporate governance actions that shareholders can undertake unilaterally. In this Article I examine thecontested nature of bylaws, the fundamental issues of corporate power and purpose that they implicate, and the differing ways in which state and federal lawmakers and regulators may impact the debate regarding thescope of the shareholders' bylaw authority.

The …