Corporate Responsibility

Kevin Lewis

July 20, 2021

The Role of Corporate Culture in Bad Times: Evidence from the COVID-19 Pandemic
Kai Li et al.
Journal of Financial and Quantitative Analysis, forthcoming


After fitting a topic model to 40,927 COVID-19-related paragraphs in 3,581 earnings calls over the period January 22 to April 30, 2020, we obtain firm-level measures of exposure and response related to COVID-19 for 2,894 U.S. firms. We show that despite the large negative impact of COVID-19 on their operations, firms with a strong corporate culture outperform their peers without a strong culture. Moreover, these firms are more likely to support their community, embrace digital transformation, and develop new products than those peers. We conclude that corporate culture is an intangible asset designed to meet unforeseen contingencies as they arise.

Is "Not Guilty" the Same as "Innocent"? Evidence from SEC Financial Fraud Investigations
David Solomon & Eugene Soltes
Journal of Empirical Legal Studies, June 2021, Pages 287-327


When the Securities and Exchange Commission (SEC) investigates firms for financial fraud, investors learn about the investigation only if managers disclose it, or regulators sanction the firm. We investigate the effects of such disclosures using confidential records on all investigations, regardless of outcome. Even when no charges are brought, firms that voluntarily disclose an investigation underperform non-disclosing firms by 11.7 percent over the following year. Disclosure is associated with a higher chance of shareholder class action lawsuits, and more prominent disclosures are associated with worse returns. CEOs who disclose an investigation are 14 percent more likely to experience turnover. Our results are consistent with transparency about bad news being punished by financial and labor markets.

Managerial liability and corporate innovation: Evidence from a legal shock
Yuyan Guan et al.
Journal of Corporate Finance, forthcoming


Despite a longstanding debate over the pros and cons of imposing legal liability on directors and officers (D&Os), there is limited evidence on how D&O liability affects corporate innovation. We study this question by exploiting Nevada's 2001 corporate law change that dramatically lowered D&O legal liability and helped Nevada become the second most popular state for out-of-state incorporations. We find that firms incorporated in Nevada exhibit an increase in innovation outputs relative to matched control firms after the law change, particularly firms facing higher litigation risk or operating in more innovative industries. The results are driven mainly by exchange-listed firms that are subject to better governance than over-the-counter (OTC) listed firms. Lower D&O liability also enables firms to pursue more risky, but potentially more rewarding, explorative innovation. Therefore, although holding D&Os liable may be desirable overall, it also entails a cost by discouraging innovation in some firms. Our study has implications for how the litigation environment may influence sustainable growth via innovation.

Why CEO option compensation can be a bad option for shareholders: Evidence from major customer relationships
Claire Liu, Ronald Masulis & Jared Stanfield
Journal of Financial Economics, forthcoming


We study how the existence of important production contracts affects the choice of chief executive officer (CEO) compensation contracts. We hypothesize that having major customers raises the costs associated with CEO risk-taking incentives and leads to lower option-based compensation. Using industry-level import tariff reductions as exogenous shocks to customer relationships, we find that firms with major customers subsequently reduce CEO option-based compensation significantly. We also show that continued high option compensation following tariff cuts is associated with significant declines in these relationships and supplier firm performance. Our study provides new insights into how important stakeholders shape executive compensation decisions.

Creating Controversy in Proxy Voting Advice
Andrey Malenko, Nadya Malenko & Chester Spatt
NBER Working Paper, July 2021


The quality of proxy advisors' voting recommendations is important for policymakers and industry participants. We analyze the design of recommendations (available to all market participants) and research reports (available only to subscribers) by a proxy advisor, whose objective is to maximize its profits from selling information to shareholders. We show that even if all shareholders' interests are aligned and aim at maximizing firm value, the proxy advisor benefits from biasing its recommendations against the a priori more likely alternative. Such recommendations "create controversy" about the vote, increasing the probability that the outcome is close and raising each shareholder's willingness to pay for advice. In contrast, it serves the interest of the proxy advisor to make private research reports unbiased and precise. Our results help reinterpret empirical patterns of shareholders' voting behavior.

Does the market for corporate control impede or promote corporate innovation efficiency? Evidence from research quotient
Viput Ongsakul, Pattanaporn Chatjuthamard & Pornsit Jiraporn
Finance Research Letters, forthcoming


Exploiting two novel measures of innovation efficiency and takeover vulnerability, we explore the effect of the takeover market on corporate innovation. Our results reveal that a more active takeover market stifles innovation considerably, consistent with the notion that managers tend to be myopic when more exposed to hostile takeover threats, making investments that produce results in the short run at the expense of long-term projects that lead to more innovation. Additional robustness checks confirm the results, including fixed-effects and random-effects regressions, propensity score matching, GMM dynamic panel data analysis and instrumental-variable analysis. Our results are unlikely driven by endogeneity.

Excess insider control and corporate social responsibility: Evidence from dual-class firms
Barry Hettler et al.
Journal of Accounting and Public Policy, forthcoming


We investigate the corporate social responsibility (CSR) performance of firms with a dual-class share structure. Dual-class firms, which represent a fast-growing segment of the U.S. capital market, violate the "one share, one vote" principle by giving corporate insiders control in excess of their economic interest in the firm. We observe a negative association of excess insider control and firms' CSR performance, primarily with respect to the community- and employee-related dimensions of CSR. Extended analyses reveal that this negative association is mitigated by high financial resource availability. Consistent with a trade-off between corporate spending on CSR or on benefits for insiders, we also observe a negative association between CSR performance and executive pay in dual-class firms. Taken together, these extended analyses are consistent with self-interested behavior of entrenched insiders who, unless resources are abundant, appear to reduce CSR activities to maintain resources available for their personal benefit. While the exposure to risks engendered by a dual-class equity structure may be reflected in the share price, our findings draw attention to an externality: diminished CSR performance affects not just shareholders, but all stakeholders.

Employee protection shocks and corporate cash holdings
Christof Beuselinck, Garen Markarian & Arnt Verriest
Journal of Corporate Finance, forthcoming


We examine the relation between employee protection legislation and corporate cash holdings. Our rationale rests on the notion that higher labor adjustment costs increase a firm's operating leverage making firms to adjust their liquidity management by increasing precautionary savings. Consistent with this, we show that the staggered passage of legal exceptions to the "at-will" employment doctrine in various U.S. states led to an average increase in cash holdings by 7.2%. Cash increases are higher when unionization rates and industry concentration are lower, and when industry discharge rates and volatility is higher. Consistent with the financial flexibility argument of tighter employment protection increasing corporate cash needs, the value of cash increases after the passage of pro-labor regulations. Moreover, we find that the increase in the value of cash is especially pronounced for financially constrained firms.

Are auditors rewarded for low audit quality? The case of auditor lenience in the insurance industry
Matthew Ege & Sarah Stuber
Journal of Accounting and Economics, forthcoming


Using unique disclosures from the insurance industry, we identify instances where auditors plausibly allow clients to opportunistically utilize discretion in accounting estimates to manipulate losses to reported profits (i.e., auditor lenience). Auditing standards and SEC guidance state that auditors should consider whether a misstatement shifts a loss to a profit as a qualitative factor when evaluating the materiality of misstatements. We find that audit office lenience is positively associated with subsequent market share changes. The effect is driven by increases in the likelihood of keeping existing, non-manipulating clients. In generalizability tests, we find similar inferences in the banking industry when using bank-specific disclosures and across all industries when measuring auditor lenience using likelihood of issuing going-concern opinions. These results highlight settings where auditors may be rewarded for lenience, specifically when management values financial reporting discretion and auditors can avoid publicized audit failures.

Does unionization affect the manager-shareholder conflict? Evidence from firm-specific stock price crash risk
Jeong-Bon Kim, Eliza Xia Zhang & Kai Zhong
Journal of Corporate Finance, forthcoming


This study examines whether and how labor unionization influences firm-specific stock price crash risk. Using a regression discontinuity design that leverages locally exogenous variation in unionization generated by close union elections, we find that unionization leads to a significant decline in crash risk. We further explore the underlying mechanisms through which unionization affects crash risk and find that unions limit risk-taking, constrain overinvestment, and improve information flow, which in turn reduces crash risk. Overall, our study resolves some of the current debate over the implications of unions and sheds new light on their net impact on shareholder welfare.

Does target firm insider trading signal the target's synergy potential in mergers and acquisitions?
Inho Suk & Mengmeng Wang
Journal of Financial Economics, forthcoming


We find that the acquirer's (1) abnormal returns at merger and acquisition (M&A) announcements and (2) long-term abnormal returns after acquisitions increase with target firm insiders' net purchase ratios. Further, acquisition synergies, measured as the (1) acquirer-target combined cumulative abnormal returns at M&A announcements and (2) changes in three-year operating performance after acquisitions, increase with target insider net purchase ratios. Notwithstanding, targets with higher insider net purchase ratios receive higher takeover premiums. Overall, our findings suggest that, even under the SEC's "short-swing rule," target insider trading prior to the M&A announcement serves as a credible signal for acquisition outcomes.

What's my target? Individual analyst forecasts and last-chance earnings management
Erik Beardsley, John Robinson & Paul Wong
Journal of Accounting and Economics, forthcoming


Kirk, Reppenhagen, and Tucker (2014) find that investors use individual analyst forecasts as additional earnings benchmarks. We investigate whether executives manage earnings to beat these individual benchmarks. Using year-end effective tax rate (ETR) manipulation as our setting, we find that firms decrease ETRs from 3rd to 4th quarter to meet or beat a greater percentage of individual forecasts. We also find some evidence that firms use incremental ETR changes to meet forecasts by key analysts. After controlling for the distance to the nearest forecast, our evidence shows that firms are more likely to beat an incremental forecast with a decrease in ETR compared to missing an incremental forecast with an increase in ETR. Our study highlights the strategic nature of earnings management by providing evidence that managers consider individual forecasts to calibrate earnings management decisions.

IPO peer effects
Cyrus Aghamolla & Richard Thakor
Journal of Financial Economics, forthcoming


This study investigates whether a private firm's decision to go public affects the IPO decisions of its competitors. Using detailed data from the drug development industry, we identify a private firm's direct competitors at a precise level through a novel approach using similarity in drug development projects based on disease targets. The analysis shows that a private firm is significantly more likely to go public after observing the recent IPO of a direct competitor, and this effect is distinct from "hot" market effects or other common shocks. Furthermore, our effects are centered on firms that operate in more competitive areas. We additionally explore peer effects in private firm funding propensities more broadly, such as through venture capital or being acquired, and find results consistent with a competitive channel.


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