Presidents, Executives, and Directors
From a shareholder to stakeholder orientation: Evidence from the analyses of CEO dismissal in large U.S. firms
Shoonchul Shin, Juyoung Lee & Pratima (Tima) Bansal
Strategic Management Journal, forthcoming
Abstract:
The post-Enron era is marked with growing discourse of stakeholders, sustainability, and corporate social responsibility (CSR). Yet, commentators debate whether U.S. corporations have indeed moved toward a stakeholder orientation, given the difficulties in measuring such a shift. We assess this shift by examining corporate governance practices, especially the prevalence of shareholder- and stakeholder-oriented practices in chief executive officer (CEO) dismissals. Using data on large firms in 1980-2015, we found that, before the 2000s, CEOs were less heavily penalized for poor firm performance when they demonstrated a shareholder orientation by downsizing and refocusing the corporation and more heavily penalized for CSR activity. This trend, however, reversed after the early 2000s. This article provides evidence of the evolution of U.S. firms' governance practices from a shareholder toward stakeholder orientation.
A Clash of Cultures: The Governance and Valuation Effects of Corporate Cultural Distance
Stephen Ferris, Narayanan Jayaraman & Tim Zhang
Georgia Tech Working Paper, December 2021
Abstract:
We find that the cultural distance between the CEO and a firm's directors increases the sensitivity of CEO turnover and compensation to performance while enhancing shareholder value. This effect is concentrated in the cultural distance between the CEO and independent directors. More culturally distant CEOs adopt less risky financial and operating policies. To establish causality, we use the sudden exit of directors as a source of exogenous change in cultural distance. Overall, our results suggest that cultural distance increases information collection costs. This causes the board to monitor with increased rigor and to rely on "hard" information to assess CEO performance.
Sources of value creation in private equity buyouts of private firms
Jonathan Cohn, Edith Hotchkiss & Erin Towery
Review of Finance, forthcoming
Abstract:
Despite the prevalence of private equity (PE) buyouts of private firms, little is known about how these transactions create value. We provide evidence that PE acquirers disproportionately target private firms with weak operating profitability and those that have growth potential but are highly levered and dependent on external financing. Target firms grow rapidly post-buyout, especially those undertaking add-on acquisitions, and profitability increases for both profitable and unprofitable targets. Our evidence suggests that PE acquirers create value by relaxing financing constraints for firms with strong investment opportunities and improving the performance of weak firms, while financial engineering plays a limited role.
Why Do Directors Join Poorly Performing Firms?
Ying Dou & Emma Jincheng Zhang|
Journal of Financial and Quantitative Analysis, forthcoming
Abstract:
Prior research has suggested that sitting on the board of a poorly performing firm can be undesirable to directors. Yet, almost 60% of these firms are able to appoint new directors following director departures. Contrary to a quality matching explanation, we do not find that only poorly performing directors join these firms. Upon joining poorly performing firms, directors are more likely to fill the leadership positions, without necessarily receiving higher pay. These directors subsequently receive career benefits, especially those who are relatively junior in the pool. As such, the evidence is consistent with the leadership positions providing a certification effect.
Information versus Investment
Stephen Terry, Toni Whited & Anastasia Zakolyukina
NBER Working Paper, January 2022
Abstract:
We quantify the real implications of trade-offs between firm information disclosure and long-term investment efficiency. We estimate a dynamic equilibrium model in which firm managers confront realistic incentives to misreport earnings and distort their real investment choices. The model implies a socially optimal level of disclosure regulation that exceeds the estimated value. Counterfactual analysis reveals that eliminating earnings misreporting completely through disclosure regulation incentivizes managers to distort real investment. Lower earnings informativeness raises the cost of capital, which results in a 5.7% drop in average firm value, but more modest effects on social welfare and aggregate growth.
Golden Handcuffs and Corporate Innovation: Evidence from Defined Benefit Pension Plans
Huu Nhan Duong, Bin Qiu & Ghon Rhee
Review of Corporate Finance Studies, February 2022, Pages 128-168
Abstract:
This study examines the relation between employee incentives and corporate innovation. We find that firms with a higher defined benefit (DB) pension value secure more patents and patent citations. We further show that pension freezes, which stop the accumulation of pension obligations, negatively affect innovation outcomes. The value of a DB plan enhances innovation by motivating employees to produce higher output and through loyalty. However, pension deficits impede innovation because of the nature of inside debt. Overall, our findings call for a fresh look at pensions by policy makers and practitioners, given the historic shift away from DB plans.
Buyer's Bankruptcy Risk, Sourcing Strategy, and Firm Value: Evidence from the Supplier Protection Act
Karca Aral, Erasmo Giambona & Ye Wang
Management Science, forthcoming
Abstract:
What should a distressed buyer's sourcing strategy be? We find that this depends on the dynamics in a potential in-court bankruptcy. To establish causality, we use a novel sourcing data set in combination with a unique quasi-natural experimental setting provided by a regulatory shock that significantly strengthened the protection granted to suppliers when a distressed buyer files for bankruptcy: the Supplier Protection Act. We find that, following this regulatory change, the number of suppliers for buyers near financial distress (those most affected by the act, the treated group) increased by nearly 35% relative to financially sound firms (the control group). We also find that this shift allowed distressed buyers to obtain more trade credit, expand inventory holdings, and increase performance, leading to an overall increase in firm value of 7.2%. In turn, these effects led to a sizable reduction in the probability of the affected buyers defaulting and filing for bankruptcy. Our results have important implications for corporate executives: right-sizing the supply base can be critical for buyers near financial distress, and implementing policies to engage and protect suppliers can be the way out of distress.