Corporate Deals

Kevin Lewis

July 07, 2020

Paying by Donating: Corporate Donations Affiliated with Independent Directors
Ye Cai, Jin Xu & Jun Yang
Review of Financial Studies, forthcoming


Corporate donations to charities affiliated with the board's independent directors (affiliated donations) are large and mostly undetected due to lack of formal disclosure. Affiliated donations may impair independent directors' monitoring incentives. CEO compensation is on average 9.4% higher at firms making affiliated donations than at other firms, and it is much higher when the compensation committee chair or a large fraction of compensation committee members are involved. We find suggestive evidence that CEOs are unlikely to be replaced for poor performance when firms donate to charities affiliated with a large fraction of the board or when they donate large amounts.

When two tribes go to work: Board political diversity and firm performance
James Rockey & Nadia Zakir
European Journal of Political Economy, forthcoming


A substantial literature has studied how increased diversity in terms of gender, age, education, and race amongst members of firms' boards affects decisions and performance. This paper studies whether ideological diversity in the boardroom affects firm performance. We find that whilst a board with a broader range of political opinions and beliefs is correlated with better performance ceteris paribus, that the causal impact of such an increase in diversity is negative and substantial. This negative effect is still present when diversity is measured excluding top management, and when diversity is defined in terms of the difference between firms' management and non-executive directors. In conclusion we consider the implication of these findings given the recent growth in both political polarization and ideological segregation.

Does media coverage deter firms from withholding bad news? Evidence from stock price crash risk
Zhe An et al.
Journal of Corporate Finance, forthcoming


Spurred by the informational and disciplinary roles that the media fulfils, this study provides initial evidence on how higher media coverage is associated with a lower tendency of firms withholding bad news, proxied by stock price crash risk. Our main findings are robust to a battery of tests that account for endogeneity concerns including a difference-in-differences analysis based on newspaper closures that exogenously reduce media coverage and a regression-discontinuity design analysis based on the top band of Russell 2000 and lower band of Russell 1000 index stocks. Additional tests reveal that the negative relation between media coverage and stock price crash risk is concentrated within firms with more negative and novel news coverage and firms with higher litigation or reputation risks. We also find that media plays an important role in reducing future stock price crash risk when there is reduced monitoring by other external monitoring mechanisms such as external auditors, financial analysts, and institutional shareholders.

Barbarians at the Store? Private Equity, Products, and Consumers
Cesare Fracassi, Alessandro Previtero & Albert Sheen
NBER Working Paper, June 2020


We investigate the effects of private equity on product markets using price and sales data for an extensive number of consumer products. Following a buyout, target firms increase sales 50% more than matched control firms. Price increases - roughly 1% on existing products - do not drive this growth. The launch of new products and geographic expansion do. Competitors lose shelf space and marginally raise prices. Results for public vs. private targets, during and after the financial crisis, and in industries that vary in structure suggest private equity tailors strategies to the environment, eases financial constraints, and provides expertise to manage growth.

How does labor market size affect firm capital structure? Evidence from large plant openings
Hyunseob Kim
Journal of Financial Economics, forthcoming


I examine how the labor market in which firms operate affects their capital structure decisions. Based on US Census Bureau data and information on companies' decisions to locate their new operations, I use a large plant opening as an abrupt increase in the size of a local labor market. I find that a new plant opening leads to an increase of 2.5 to 3.9 percentage points in the debt-to-capital ratio of existing firms in the "winner" county relative to the "runner-up" choice. This result is consistent with the argument that larger labor markets make job loss less costly, which in turn reduces the indirect costs of financial distress. Notably, this spillover effect is larger for firms that employ the same type of workers as the new plant in the affected county.

Do the Burdens to Being Public Affect the Investment and Innovation of Newly Public Firms?
Michael Dambra & Matthew Gustafson
Management Science, forthcoming


We examine how regulatory burdens affect the investment and innovation of newly public firms. To do so, we exploit the Jumpstart Our Business Startups (JOBS) Act, which eliminates certain disclosure, auditing, and governance requirements for a subset of newly public firms. Firms treated with these reduced burdens invest more and more efficiently after going public relative to untreated firms. These findings are concentrated in innovative investments and are nonexistent in dual-class firms. Overall, our findings suggest that the burdens to being public exacerbate agency frictions, which lead managers to take on fewer risky projects.

Institutional investors' horizons and corporate employment decisions
Mohamed Ghaly, Viet Anh Dang & Konstantinos Stathopoulos
Journal of Corporate Finance, forthcoming


Monitoring by long-term investors should reduce agency conflicts in firms' labor investment choices. Consistent with this argument, we find that abnormal net hiring, measured as the absolute deviation from optimal net hiring predicted by economic fundamentals, decreases in the presence of institutional investors with longer investment horizons. Firms dominated by long-term shareholders reduce both over-investment (over-hiring and under-firing) and under-investment (under-hiring) in employees. The monitoring role of long-term investors is stronger for firms facing higher labor adjustment costs both in absolute terms and relative to capital adjustment costs, and those for which human capital is regarded as more important. The effect is also more pronounced for firms that have stronger incentives and/or more opportunities to deviate from expected net hiring. We address endogeneity concerns by exploiting exogenous changes to long-term institutional ownership resulting from annual reconstitutions of the Russell indexes.

Activism and Empire Building
Nickolay Gantchev, Merih Sevilir & Anil Shivdasani
Journal of Financial Economics, forthcoming


Hedge fund activists target firms engaging in empire building and improve their future acquisition and divestiture strategy. Following intervention, activist targets make fewer acquisitions but obtain substantially higher returns by avoiding large and diversifying deals and refraining from acquisitions during merger waves. Activist targets also increase the pace of divestitures and achieve higher divestiture returns than matched non-targets. Activists curtail empire building through the removal of empire building chief executive officers (CEOs), compensation based incentives, and appointment of new board members. Our findings highlight an important channel through which activists improve efficiency and create shareholder value.

CAPM-Based Company (Mis)valuations
Olivier Dessaint et al.
Review of Financial Studies, forthcoming


There is a discrepancy between CAPM-implied and realized returns. Using the CAPM in capital budgeting - as recommended in textbooks - should thus have real effects. For instance, low beta projects should be valued more by CAPM users than by the market. We test this hypothesis using M&A data and show that bids for low-beta private targets entail lower bidder returns. We provide further support by testing several ancillary predictions. Our analyses suggest that using the CAPM when valuing targets leads to valuation errors (relative to the market's view) corresponding on average to 12% to 33% of the deal values.

Protection of proprietary information and financial reporting opacity: Evidence from a natural experiment
Jeffrey Callen, Xiaohua Fang & Wenjun Zhang
Journal of Corporate Finance, forthcoming


We utilize the staggered adoption of the Inevitable Disclosure Doctrine (IDD) by U.S. state courts as an exogenous shock to the proprietary costs of disclosure and study the impact of the IDD on corporate financial reporting policy. We find compelling evidence that firms headquartered in states that adopt the IDD exhibit a significant increase in financial reporting opacity relative to firms headquartered in states that fail to adopt the IDD. Our finding is robust to a battery of sensitivity tests. Cross-sectional evidence shows that the impact of the IDD on opacity is more pronounced for firms with weak external monitoring. Further, our path analysis shows that financial reporting opacity engendered by the adoption of IDD had broad negative consequences for capital market investors.

Short-Sales Constraints and the Diversification Puzzle
Adam Reed, Pedro Saffi & Edward Van Wesep
Management Science, forthcoming


Disagreement about stock valuation, combined with short-sales constraints, can increase asset prices. We build a model showing that, so long as investor beliefs are not perfectly correlated, investors disagree less about the value of a conglomerate than about each of its individual divisions. This generates a conglomerate discount with disagreement and short-sales constraints being complementary in explaining its cross-sectional variation. We test these predictions empirically and find substantial support: conglomerates have lower differences of opinion and lower short-sales constraints than pure-play firms. Furthermore, greater differences of opinion and tighter short-sales constraints are significant predictors of valuation differences between conglomerates and pure plays.


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