Executive Order
Dane Christensen et al.
Strategic Management Journal, forthcoming
Abstract:
We investigate whether managers’ personal political orientation helps explain tax avoidance at the firms they manage. Results reveal the intriguing finding that, on average, firms with top executives who lean toward the Republican Party actually engage in less tax avoidance than firms whose executives lean toward the Democratic Party. We also examine changes in tax avoidance around CEO turnovers and find corroborating evidence. Additionally, we find that political orientation is helpful in explaining top management team composition and CEO succession. Our paper extends theory and research by 1) illustrating how tax avoidance can serve as another measure of corporate risk taking and 2) using political orientation as a proxy for managerial conservatism, which is an ex ante measure of a manager's propensity towards risk.
----------------------
Marriage and Managers' Attitudes to Risk
Nikolai Roussanov & Pavel Savor
Management Science, forthcoming
Abstract:
Marital status can both reflect and affect individual preferences. We explore the impact of marriage on corporate chief executive officers (CEOs) and find that firms run by single CEOs exhibit higher stock return volatility, pursue more aggressive investment policies, and do not respond to changes in idiosyncratic risk. These effects are weaker for older CEOs. Our findings continue to hold when we use variation in divorce laws across states to instrument for CEO marital status, which supports the hypothesis that marriage itself drives choices rather than it just reflecting innate heterogeneity in preferences. We explore various potential explanations for why single CEOs may be less risk averse.
----------------------
Local Gambling Preferences and Corporate Innovative Success
Yangyang Chen et al.
Journal of Financial and Quantitative Analysis, February 2014, Pages 77-106
Abstract:
This paper examines the role of local attitudes toward gambling on corporate innovative activity. Using a county’s Catholics-to-Protestants ratio as a proxy for local gambling preferences, we find that firms located in gambling-prone areas tend to undertake riskier projects, spend more on innovation, and experience greater innovative output. We contrast the local gambling effect with chief executive officer (CEO) overconfidence, another behavioral effect reported to influence innovation. We find that local gambling preferences are a stronger determinant of innovative activity, with CEO overconfidence being more relevant to innovation in areas where gambling attitudes are strong.
----------------------
When does charisma matter for top-level leaders? Effect of attributional ambiguity
Philippe Jacquart & John Antonakis
Academy of Management Journal, forthcoming
Abstract:
One stream of leadership theory suggests leaders are evaluated via inferential observer processes that compare the fit of the target to a prototype of an ideal (charismatic) leader. Attributional theories of leadership suggest that evaluations depend on knowledge of past organizational performance, which is attributed to the leader's skills. We develop a novel theory showing how inferential and attributional processes simultaneously explain top-level leader evaluation and ultimately leader retention and selection. We argue that observers will mostly rely on attributional mechanisms when performance signals clearly indicate good or poor performance outcomes. However, under conditions of attributional ambiguity (i.e., when performance signals are unclear), observers will mostly rely on inferential processes. In Study 1 we tested our theory in an unconventional context — the U.S. presidential election — and found that the two processes, due to the leader's charisma and country economic performance, interact in predicting whether a leader is selected. Using a business context and an experimental design, in Study 2 we show that CEO charisma and firm performance interact in predicting leader retention, confirming the results we found in Study 1. Our results suggest that this phenomenon is quite general and can apply to various performance domains.
----------------------
Huaizhi Chen, Lauren Cohen & Dong Lou
Harvard Working Paper, July 2014
Abstract:
We explore a new mechanism through which investors take correlated shortcuts. Specifically, we exploit a regulatory provision governing firm classification into industries: A firm's industry classification is determined by the segment that has the majority of sales. We find strong evidence that investors overly rely on this primary industry classification. Firms just above the industry classification cutoff have significantly higher betas with respect to, as well as more sector mutual fund holdings and analyst coverage from, that industry, compared to nearly identical firms just below the cutoff. We then show that managers undertake specific actions to exploit investor shortcuts. Firms around the discontinuity point of 50% sales are significantly more likely to have just over 50% of sales from a "favorable" industry. Further, these firms just over the cutoff have significantly lower profit margins and inventory growth compared to other firms in the same industries, consistent with these firms slashing prices to increase sales. These same firms, however, do not exhibit different behaviors in any other aspect of their business (e.g., CapEx or R&D), suggesting that it is not a firm-wide shift of focus. Last, firms garner tangible benefits from switching into favorable industries, such as engaging in significantly more SEOs and stock-financed M&As.
----------------------
Ying Cao et al.
Management Science, forthcoming
Abstract:
We study the impact of social networks on the ability of independent directors to obtain private information from their firms' executives. We find that independent directors socially connected to their firms' senior executives earn significantly higher returns than unconnected independent directors in stock sales transactions. The network effect on independent directors' trading profitability is stronger in firms with higher information asymmetry and with more powerful executives. In addition, the trading returns of independent directors previously unconnected with firm executives increase after the arrival of a connected executive and drop after the connected executive leaves the firm. Moreover, the net stock sales by connected directors predict future negative news for up to three quarters. As a comparison, the trading returns of connected and unconnected independent directors do not differ significantly in stock purchases. Taken together, our results suggest that social connections help independent directors gain access to private bad news information from firms' senior executives.
----------------------
Does Stock Liquidity Enhance or Impede Firm Innovation?
Vivian Fang, Xuan Tian & Sheri Tice
Journal of Finance, forthcoming
Abstract:
We aim to tackle the longstanding debate on whether stock liquidity enhances or impedes firm innovation. This topic is of interest because innovation is crucial for firm- and national-level competitiveness and stock liquidity can be altered by financial market regulations. Using a difference-in-differences approach that relies on the exogenous variation in liquidity generated by regulatory changes, we find that an increase in liquidity causes a reduction in future innovation. We identify two possible mechanisms through which liquidity impedes innovation: increased exposure to hostile takeovers and higher presence of institutional investors who do not actively gather information or monitor.
----------------------
Boards-R-Us: Reconceptualizing Corporate Boards
Stephen Bainbridge & Todd Henderson
Stanford Law Review, May 2014, Pages 1051-1119
Abstract:
State corporate law requires that “natural persons” provide director services. This Article puts this obligation to scrutiny, and concludes that there are significant gains that could be realized by permitting firms (be they partnerships, corporations, or other business entities) to provide board services. We call these firms “board service providers” (BSPs). We argue that hiring a BSP to provide board services instead of a loose group of sole proprietorships will increase board accountability, both from markets and from courts. The potential economies of scale and scope in the board services industry (including vertical integration of consultants and other board member support functions), as well as the benefits of risk pooling and talent allocation, mean that large professional director services firms may arise, and thereby create a market for corporate governance distinct from the market for corporate control. More transparency about board performance, including better pricing of governance by the market, as well as increased reputational assets at stake in board decisions, means improved corporate governance, all else being equal. But our goal in this Article is not necessarily to increase shareholder control over firms; we show how a firm providing board services could be used to increase managerial power as well. This shows the neutrality of our proposed reform, which can therefore be thought of as a reconceptualization of what a board is rather than a claim about the optimal locus of corporate power.
----------------------
The Geography of Financial Misconduct
Christopher Parsons, Johan Sulaeman & Sheridan Titman
NBER Working Paper, July 2014
Abstract:
We find that a firm’s tendency to engage in financial misconduct increases with the misconduct rates of neighboring firms. This appears to be caused by peer effects, rather than exogenous shocks like regional variation in enforcement. Effects are stronger among firms of comparable size, and among CEOs of similar age. Moreover, local waves of financial misconduct correspond with local waves of non-financial corruption, such as political fraud.
----------------------
The Role Of CEO Relative Standing In Acquisition Behavior And CEO Pay
Jeongil Seo et al.
Strategic Management Journal, forthcoming
Abstract:
In this study, we develop and test a theory of CEO relative pay standing. Specifically, we propose that CEOs with negative relative pay standing status (underpaid relative to comparison CEOs) will engage in acquisition activity, as a self-interested means of attempting to realign their pay with that of their peers. We further propose that when CEOs with negative relative pay standing acquire, they will tend to finance those acquisitions more heavily with stock than cash, to mitigate the risk associated with those deals. Finally, we argue that acquisition activity will partially mediate the influence of CEO negative relative pay standing on subsequent CEO compensation increases; however, that pay growth will come primarily in the form of long-term incentive pay. Our results support our predictions.
----------------------
CEO Control, Corporate Performance and Pay-Performance Sensitivity
Yaron Amzaleg et al.
Journal of Economic Behavior & Organization, October 2014, Pages 166–174
Abstract:
Agency theory suggests that high pay-performance sensitivity (PPS) of CEO's compensation is an important motivation mechanism to the CEO to improve corporate performance. We develop a simple model that suggests that reverse causality should also be considered. Specifically, our model predicts that when good performance is expected, a powerful CEO will push for a contract with higher PPS. Data from 135 Israeli companies over a five-year period confirm the model's main prediction. Our empirical analysis shows that when the CEO is the chairman of the board of directors and thus is more powerful in affecting his compensation scheme, he achieves a high PPS in good periods (in terms of corporate performance), compared to similar powerful CEOs in periods of bad performance, and also compared to less powerful CEOs in good periods.
----------------------
Does the Location of Directors Matter? Information Acquisition and Board Decisions
Zinat Alam et al.
Journal of Financial and Quantitative Analysis, February 2014, Pages 131-164
Abstract:
Using data on over 4,000 individual residential addresses, we find that geographic distance between directors and corporate headquarters is related to information acquisition and board decisions. The fraction of a board’s unaffiliated directors who live near headquarters is higher when information-gathering needs are greater. When the fraction of unaffiliated directors living near headquarters is lower, nonroutine chief executive officer (CEO) turnover is more sensitive to stock performance. Also, the level, intensity, and sensitivity of CEO equity-based pay increase with board distance. Overall, our results suggest that geographic location is an important dimension of board structure that influences directors’ costs of gathering information.
----------------------
Ping Liu & Yuhai Xuan
Harvard Working Paper, April 2014
Abstract:
This paper investigates how executive employment contracts influence corporate financial policies during the final year of the contract term, using a new, hand-collected data set of CEO employment agreements. On the one hand, the impending expiration of fixed-term employment contracts creates incentives for CEOs to engage in strategic window-dressing activities. We find that, compared to normal periods, CEOs manage earnings more aggressively when they are in the process of contract renegotiations. Correspondingly, during CEO contract renewal times, firms are more likely to report earnings that meet or narrowly beat analyst consensus forecasts. Moreover, CEOs also reduce the amount of negative firm news released during their contract negotiation years. On the other hand, we find that merger and acquisition deals announced during the contract renegotiation year yield higher announcement returns than deals announced during other periods, suggesting that the upcoming contract expiration and renewal can also have disciplinary effects on potential value-destroying behaviors of CEOs. In addition, we show that firms whose CEOs are scheduled or expected to leave their posts upon contract expiration do not experience such corporate policy changes in the contract ending year and that CEOs who engage in manipulation during contract renewal obtain better employment terms in their new contracts, in terms of contract length, severance payment, and salary and bonus. Overall, our results indicate that job uncertainty created by expiring employment contracts induces changes in managerial behaviors that have significant impacts on firm financial activities and outcomes.
----------------------
The effect of CEO overconfidence on turnover abnormal returns
Neslihan Yilmaz & Michael Mazzeo
Journal of Behavioral and Experimental Finance, forthcoming
Abstract:
This paper investigates the effect of managerial overconfidence on the market reaction to a CEO change within the firm. Some studies provide empirical evidence that irrational managers may engage in actions that can be detrimental to firm value while others suggest that an overconfident manager can increase firm value. We control for different turnover, governance and firm characteristics, and analyze the abnormal returns of S&P 500 firms in the event of a CEO turnover. We find that when an overconfident CEO is appointed to the firm there is a significant negative impact on firm’s stock price. Our results support the arguments against overconfident CEOs due to the possible future actions of the CEO that may be decrease firm value.
----------------------
Employee-Based Brand Equity: Why Firms With Strong Brands Pay Their Executives Less
Nader Tavassoli, Alina Sorescu & Rajesh Chandy
Journal of Marketing Research, forthcoming
Abstract:
This article examines the concept of employee-based brand equity – the value that a brand provides to a firm through its effects on the attitudes and behaviors of its employees – and empirically demonstrates its significance on executive pay. Executives value being associated with strong brands and, therefore, accept substantially lower pay at firms that own them. Consistent with identity theory, this effect is stronger for CEOs compared to other top executives, as well as for younger executives. Findings from data on a large, cross-industry sample of executives suggest that academics and practitioners should take a broader view of the contributions of brand-related investments to firm value, as well as make use of strong brands in pay negotiations that are typically viewed as being outside the realm of marketing.
----------------------
CEO optimism and incentive compensation
Clemens Otto
Journal of Financial Economics, forthcoming
Abstract:
I study the effect of chief executive officer (CEO) optimism on CEO compensation. Using data on compensation in US firms, I provide evidence that CEOs whose option exercise behavior and earnings forecasts are indicative of optimistic beliefs receive smaller stock option grants, fewer bonus payments, and less total compensation than their peers. These findings add to our understanding of the interplay between managerial biases and remuneration and show how sophisticated principals can take advantage of optimistic agents by appropriately adjusting their compensation contracts.
----------------------
Does familiarity with business segments affect CEOs’ divestment decisions?
James Ang, Abe de Jong & Marieke van der Poel
Journal of Corporate Finance, forthcoming
Abstract:
We examine the impact of familiarity with business segments on CEOs’ divestment decisions. We find CEOs are less likely to divest assets from familiar than from non-familiar segments. We attribute this effect to CEOs’ comparative information advantage with respect to familiar segments. Consistent with this information advantage, we document that the familiarity effect is particularly strong in R&D intensive industries. We further find the familiarity effect to be most pronounced for longer-tenured CEOs who have built up sufficient political power over the course of several years in office to enable implementation of their preferred divestment choices. We also document the value effects of divestments and show that familiarity affects returns on divestment announcements.
----------------------
Voting Rights, Shareholdings, and Leverage at Nineteenth-Century U.S. Banks
Howard Bodenhorn
Journal of Law and Economics, May 2014, Pages 431-458
Abstract:
Modern corporate governance is concerned with the tension between the separation of ownership and control and the potential for large controlling shareholders to expropriate from minority shareholders. This article considers this tension in a historical context. Limits were sometimes placed on the number of votes that controlling shareholders could cast in corporate elections. These limits protected minority shareholders by giving them relatively more voting than cash-flow rights. The evidence shows that voting limits led to less shareholder concentration and less leverage. Banks with less concentrated ownership adopted policies that notably reduced insolvency risk.
----------------------
How do powerful CEOs view corporate risk-taking? Evidence from the CEO pay slice (CPS)
Pandej Chintrakarn, Pornsit Jiraporn & Shenghui Tong
Applied Economics Letters, forthcoming
Abstract:
We explore the role of powerful CEOs on the extent of risk-taking, using Bebchuk, Cremers and Peyer’s (2011) CEO pay slice (CPS). Based on more than 12,000 observations over 20 years (1992–2012), our results reveal a nonmonotonic association. In particular, relatively less powerful CEOs exhibit risk aversion, resulting in less risky strategies. However, when the CEO has his power consolidated beyond a certain point, he is less likely to compromise with other executives, leading to less moderate decisions and more risky strategies. We estimate that the CEO has to wield considerable power, that is, around the 75th percentile of CPS, before significantly more risk-taking is observed. Finally, we show that our results are unlikely vulnerable to endogeneity.
----------------------
The death of the deal: Are withdrawn acquisition deals informative of CEO quality?
Stacey Jacobsen
Journal of Financial Economics, forthcoming
Abstract:
To examine the market response to positive revelations of chief executive officer (CEO) quality, this study focuses on CEOs who withdraw acquisition bids when the price becomes increasingly expensive. Firms that withdraw for price-related reasons earn higher withdrawal returns than firms that withdraw for other reasons. This relation is stronger when CEO uncertainty and discretion is high. CEOs unwilling to increase the offer price are less likely to be replaced and more likely to advance to a larger firm than a control group of CEOs. The finding that the market attaches value to CEO-specific information suggests that unobservable manager characteristics can meaningfully impact firm outcomes.
----------------------
When More Is Not Enough: Executive Greed and Its Influence on Shareholder Wealth
Katalin Takacs Haynes, Joanna Tochman Campbell & Michael Hitt
Journal of Management, forthcoming
Abstract:
The concept of greed is one of the oldest social constructs; however, greed as a managerial attribute that affects firm outcomes has yet to attract scholarly attention in management. In this study, we examine the relationship of CEO greed to shareholder wealth. After anchoring greed to familiar constructs in organizational literature, we test our hypotheses on a sample of over 300 publicly traded firms from multiple industries. As predicted, greed has a negative relationship with shareholder return, but this relationship is moderated by the presence of a powerful, independent board, managerial discretion, and CEO tenure. The contributions of this study, which include refining our understanding of self-interest and opportunism, developing the greed construct, and illustrating its impact on shareholder wealth, are intended to open a new line of inquiry in the management literature.
----------------------
Exposed: Venture Capital, Competitor Ties, and Entrepreneurial Innovation
Emily Pahnke et al.
Academy of Management Journal, forthcoming
Abstract:
This paper investigates the impact of early relationships on innovation at entrepreneurial firms. Prior research has largely focused on the benefits of network ties, documenting the many advantages that accrue to firms embedded in a rich network of inter-organizational relationships. In contrast, we build on research emphasizing potential drawbacks to examine how competitive exposure, enabled by powerful intermediaries, can inhibit innovation. We develop the concept of competitive information leakage, which occurs when firms are indirectly tied to their competitors via shared intermediary organizations. To test our theory, we examine every relationship between entrepreneurial firms and their venture capital investors in the minimally-invasive surgical segment of the medical device industry over a 22-year period. We find that indirect ties to competitors impede innovation, and that this effect is moderated by several factors related to the intermediary's opportunities and motivation to leak important information.
----------------------
CEO deal-making activities and compensation
Eliezer Fich, Laura Starks & Adam Yore
Journal of Financial Economics, forthcoming
Abstract:
Using transactions generally overlooked in the compensation literature — joint ventures, strategic alliances, seasoned equity offerings (SEOs), and spin-offs — we find that, beyond compensation for increases in firm size or complexity, chief executive officers (CEOs) are rewarded for their deal-making activities. Boards pay CEOs for the core motivation of the deal, as well as for deal volume. We find that compensating for volume instead of core value creation occurs under weak board monitoring and that in deal-making firms, neither CEO turnover nor pay-for-performance responds to underperformance. We introduce an input monitoring explanation for these results: boards compensate for deal volume because of their inability to perfectly monitor outputs.
----------------------
Anchoring On The Acquisition Premium Decisions Of Others
Shavin Malhotra, PengCheng Zhu & Taco Reus
Strategic Management Journal, forthcoming
Abstract:
Anchoring is a ubiquitous heuristic by which decision-makers heavily rely on a piece of information (anchor) that appears prior to a decision. Yet, we know little about its role in strategic decisions. This study considers its influence on acquisition premiums by examining whether a focal premium decision may be anchored on the premium that another firm paid for the acquisition that directly preceded the focal acquisition in the same market because it presents a salient and compatible premium to decision-makers. Our results support this premise, particularly when preceding acquisitions happened more recently and were similar in size to the focal deals, when focal deals were in a foreign market, and when acquirers lacked acquisition experience in the target market or had a higher acquisition rate.
----------------------
Nancy Harp, Mark Myring & Rebecca Toppe Shortridge
Journal of Business Ethics, July 2014, Pages 361-373
Abstract:
Corporate scandals brought the issue of corporate governance to the forefront of the agendas of lawmakers and regulators in the early 2000s. As a result, Congress, the New York Stock Exchange, and the NASDAQ enacted standards to improve the quality of corporate governance, thereby enhancing the quantity and quality of disclosures by listed companies. We investigate the relationship between corporate governance strength and the quality of disclosures in pre- and post-regulation time periods. If cross-sectional differences in corporate governance policies affect the quality of financial disclosures, the quality of information available to analysts varies with such policies. Specifically, higher quality disclosures, produced as a result of strong corporate governance, should lead to more accurate and less dispersed analysts’ forecasts. Our analysis suggests that voluntary implementation of stronger corporate governance enhanced the quality of disclosures in the pre-regulation period; however, exceeding current corporate governance standards does not appear to result in higher quality disclosures post-regulation. These results suggest that SOX and the stronger regulations enacted by U.S. exchanges were effective in reducing variation in the quality of financial information available to investors.
----------------------
Financial Expert CEOs: CEO’s Work Experience and Firm’s Financial Policies
Cláudia Custódio & Daniel Metzger
Journal of Financial Economics, forthcoming
Abstract:
We study CEOs with a career background in finance. Firms with financial expert CEOs hold less cash, more debt, and engage in more share repurchases. Financial expert CEOs are more financially sophisticated: they are less likely to use one companywide discount rate instead of a project-specific one, they manage financial policies more actively, and their firm investments are less sensitive to cash flows. Financial expert CEOs are able to raise external funds even when credit conditions are tight, and they were more responsive to the dividend and capital gains tax cuts in 2003. Analyzing CEO-firm matching based on financial experience, we find that financial expert CEOs tend to be hired by more mature firms. Our results are consistent with employment histories of CEOs being relevant for corporate policies. However, we cannot formally rule out that our findings are partly explained by endogenous CEO-firm matching.
----------------------
Implications of power: When the CEO can pressure the CFO to bias reports
Henry Friedman
Journal of Accounting and Economics, August 2014, Pages 117–141
Abstract:
Building on archival, anecdotal, and survey evidence on managers' roles in accounting manipulations, I develop an agency model to examine the effects of a CEO's power to pressure a CFO to bias a performance measure, like earnings. This power has implications for incentive compensation, reporting quality, firm value, and information rents. Predictions from the model provide potential explanations for the differing results from recent empirical studies on the impact of regulatory interventions like SOX and the extent to which the CEO's or CFO's incentives significantly impact on earnings management. The model also identifies conditions under which either a powerful or a non-powerful CEO can extract rents, which can help explain mixed empirical results on the association between CEO power and “excessive” compensation.
----------------------
Debtholder Responses to Shareholder Activism: Evidence from Hedge Fund Interventions
Jayanthi Sunder, Shyam Sunder & Wan Wongsunwai
Review of Financial Studies, forthcoming
Abstract:
We investigate the effect of shareholder activism on debtholders by examining a sample of bank loans for firms targeted by activist hedge funds. We compare loan spreads before and after intervention and show the effects of heterogeneous shareholder actions. Spreads increase when shareholder activism relies on the market for corporate control or financial restructuring. In contrast, spreads decrease when activists address managerial entrenchment. Furthermore, the effects are more pronounced when pre-existing governance mechanisms are weak. Our findings suggest that shareholder activism does not necessarily exacerbate bondholder-shareholder conflicts of interest and highlight the role of activism in aligning investors.