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Abstract:
U.S. business schools are locked in a dysfunctional competition for media rankings that diverts resources from long-term knowledge creation, which earned them global pre-eminence, into short-term strategies aimed at improving their rankings. MBA curricula are distorted by quick fix, look good packaging changes designed to influence rankings criteria, at the expense of giving students a rigorous, conceptual framework that will serve them well over their entire careers. Research, undergraduate education, and Ph.D. programs suffer as faculty time is diverted to almost continuous MBA curriculum changes, strategic planning exercises, and public relations efforts. Unless they wake up to the dangers of dysfunctional rankings competition, U.S. business schools are destined to lose their dominant global position and become a classic case study of how myopic decision-making begets institutional mediocrity.

Business school rankings, MBA programs

Abstract:
We combine elements of the pecking order and trade-off theories of capital structure to develop a more powerful and empirically descriptive theory in which firms have low long-run leverage targets, debt issuances are temporary deviations from target to meet unanticipated capital needs, firms rebalance to target with a lag despite zero adjustment costs, and mature firms pay substantial dividends to foster access to external equity while limiting internal funds to control agency costs and reduce corporate taxes. The theory generates new testable hypotheses and resolves the main capital structure puzzles including (i) why equity is not "last resort" financing, (ii) why profitable firms pay dividends and maintain low leverage despite the corporate tax benefits of debt, (iii) why firms fail to "lever up" after stock price increases, and (iv) why leverage rebalancing occurs with a lag despite trivial adjustment costs.

capital structure, payout policy, dividends, financial flexibility, pecking order, trade-off theory

Abstract:
Why do firms make large cash payouts, given the tax advantages of retention? The dividend puzzle is based on the premise that low or near-zero payouts are optimal (although not uniquely so) in frictionless markets, hence should be strictly optimal when payouts are taxed. This logic reflects misunderstandings about the nature of payout policy irrelevance in frictionless markets and the implications of adding personal taxes to the standard finance model. In frictionless markets, all optimal policies require substantial payouts. Those with low or near-zero distributions are strictly sub-optimal, and are infeasible given rational expectations. Payout policy irrelevance does not carry over to general equilibrium, so it is inappropriate to conclude that many or most firms can make low payouts for extended periods. Imposition of personal taxes perturbs the frictionless equilibrium on the margin, but does not alter the implication that all optimal policies require substantial payouts. In short, the standard finance model (with or without taxes) implies, requires, and predicts the large payouts observed in the world.

Dividend puzzle, payout policy, taxes

Abstract:
Although the number of dividend paying industrials declines by more than 50% over the last two decades (Fama and French (2001a)), aggregate real dividends paid by industrials increase over the same period. Dividends increase despite a precipitous decline in the number of payers because (i) the reduction in payers occurs almost entirely among firms that pay very small dividends, and (ii) increased real dividends from the top payers swamp the modest dividend reduction associated with the loss of many small payers. These secular changes reflect high and increasing concentration in the supply of dividends which, in turn, reflect high and increasing earnings concentration. For example, 26 firms with real earnings of $1 billion-plus account for 63.4% and 46.8% of aggregate industrial earnings and dividends in 2000. Our findings on dividend concentration cast doubt on the empirical validity of the dividend clientele and signaling hypotheses.

Dividends, earnings, concentration

Abstract:
Contrary to Miller and Modigliani (1961), payout policy is not irrelevant and investment policy is not the sole determinant of value, even in frictionless markets. MM ask "Do companies with generous distribution policies consistently sell at a premium above those with niggardly payouts?" But MM's analysis does not address this question because the joint effect of their assumptions is to mandate 100% free cash flow payout in every period, thereby rendering "niggardly payouts" infeasible and forcing distributions to a global optimum. Irrelevance obtains, but in an economically vacuous sense because the firm's opportunity set is artificially constrained to payout policies that fully distribute free cash flow. When MM's assumptions are relaxed to allow retention, payout policy matters in exactly the same sense that investment policy does. Moreover, (i) the standard Fisherian model is empirically refutable, predicting that firms will make large payouts in present value terms, (ii) only when payout policy is optimized will the present value of distributions equal the PV of project cash flows, (iii) the NPV rule for investments is not sufficient to ensure value maximization, rather an analogous rule for payout policy is also necessary, and (iv) Fischer Black's (1976) "dividend puzzle" is a non-puzzle because it is rooted in the mistaken idea that MM's irrelevance theorem applies to payout/retention decisions, which it does not.

Dividend policy, payout policy, mm theorems, dividend puzzle

Abstract:
Why do firms pay dividends? If they didn't their asset and capital structures would eventually become untenable as the earnings of successful firms outstrip their investment opportunities. Had they not paid dividends, the 25 largest long-standing 2002 dividend payers would have cash holdings of $1.8 trillion (51% of total assets), up from $160 billion (6% of assets), and $1.2 trillion in excess of their collective $600 billion in long-term debt. Their dividend payments prevented significant agency problems since the retention of earnings would have given managers command over an additional $1.6 trillion without access to better investment opportunities and with no additional monitoring. This logic suggests that firms with relatively high amounts of earned equity (retained earnings) are especially likely to pay dividends. Consistent with this view, the fraction of publicly traded industrial firms that pays dividends is high when the ratio of earned equity to total equity (total assets) is high, and falls with declines in this ratio, becoming near zero when a firm has little or no earned equity. We observe a highly significant relation between the decision to pay dividends and the ratio of earned equity to total equity or total assets,controlling for firm size, profitability, growth, leverage, cash balances, and dividend history. In our regressions, earned equity has an economically more important impact than does profitability or growth. Our evidence is consistent with the hypothesis that firms pay dividends to mitigate agency problems.

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Abstract:
Why do firms pay dividends? If they didn't their asset and capital structures would eventually become untenable as the earnings of successful firms outstrip their investment opportunities. Had they not paid dividends, the 25 largest long-standing 2002 dividend payers would have cash holdings of $1.8 trillion (51% of total assets), up from $160 billion (6% of assets), and $1.2 trillion in excess of their collective $600 billion in long-term debt. Their dividend payments prevented significant agency problems since the retention of earnings would have given managers command over an additional $1.6 trillion without access to better investment opportunities and with no additional monitoring. This logic suggests that firms with relatively high amounts of earned equity (retained earnings) are especially likely to pay dividends. Consistent with this view, the fraction of publicly traded industrial firms that pays dividends is high when the ratio of earned equity to total equity (total assets) is high, and falls with declines in this ratio, becoming near zero when a firm has little or no earned equity. We observe a highly significant relation between the decision to pay dividends and the ratio of earned equity to total equity or total assets, controlling for firm size, profitability, growth, leverage, cash balances, and dividend history. In our regressions, earned equity has an economically more important impact than does profitability or growth. Our evidence is consistent with the hypothesis that firms pay dividends to mitigate agency problems.

Dividends, payout policy, agency costs, earned equity, earnings, retained earnings

Abstract:
This paper documents that (1) special dividends were once commonly paid by NYSE firms, but are now a rare phenomenon; (2) firms typically paid specials almost as predictably as they paid regulars; and (3) despite the dramatic decline in specials as a whole, the incidence of very large specials increased in recent years. Most plausibly, small specials disappeared because their predictability made them close substitutes for regular dividend signals, while large specials survived because their sheer size automatically differentiates them from regulars. Firms that stop paying specials substitute into more frequent regular increases but do not alter the pattern of total dividends (per the Lintner (1956) model). Firms that reduce specials tend to increase regulars, effectively making the two types of dividends closer substitutes (and this tendency is more pronounced in recent years). The stock market typically reacts favorably to the declaration of a special, but does not systematically differentiate between special increases and decreases to a still-positive level. The latter regularities give managers incentives to pay specials more frequently than they otherwise would which, in turn, makes specials more closely resemble regulars. Firms that continue to pay specials have lower institutional ownership, suggesting that the long-term trend to a more sophisticated stockholder clientele contributed to the demise of poorly differentiated dividend signals. Finally, special dividends were not displaced by stock repurchases, indicating that most specials failed to survive on their own accord and not because managers discovered the tax advantages of repurchases.

Abstract:
A hot growth stock in the 1980s, L.A. Gear's equity fell from $1 billion in market value in 1989 to zero in 1998. For over six years as revenues declined precipitously, management tried a series of radical strategy shifts while subsidizing the firm's large losses through working-capital liquidations. The L.A. Gear case illustrates that asset liquidity (broadly construed, not limited to excess cash) can give managers substantial operating discretion during financial distress. It also shows (i) that debt covenants can be stronger disciplinary mechanisms than requirements to meet cash interest payments, (ii) why debt contracts typically constrain earnings instead of cash flow, (iii) why cash balances are not equivalent to negative debt, and (iv) why debt maturity matters. We find that many firms have highly liquid asset structures, thus their managers have the potential to subsidize losing operations should the need arise.

Abstract:
Consistent with a lifecycle theory of dividends, the fraction of publicly traded industrial firms that pays dividends is high when retained earnings are a large portion of total equity (and of total assets) and falls to near zero when most equity is contributed rather than earned. We observe a highly significant relation between the decision to pay dividends and the earned/contributed capital mix, controlling for profitability, growth, firm size, leverage, cash balances, and dividend history, a relation that also holds for dividend initiations and omissions. In our regressions, the mix of earned/contributed capital has a quantitatively greater impact than measures of profitability and growth opportunities. We document a massive increase in firms with negative retained earnings (from 11.8% of industrials in 1978 to 50.2% in 2002). Controlling for the earned/contributed capital mix, firms with negative retained earnings show virtually no change in their propensity to pay dividends from the mid-1970s to 2002, while those whose earned equity makes them reasonable candidates to pay dividends have a propensity reduction that is twice the overall reduction in Fama and French (2001). All our evidence supports the lifecycle theory of dividends, in which a firm's stage in that cycle is well-proxied by its mix of internal and external capital.

Dividends, payout policy, corporate lifecycle, agency costs

Abstract:
This paper argues that we should abandon MM (1961) irrelevance as the foundation for teaching payout policy, and instead emphasise the need to distribute the full value generated by investment policy ("full payout"). Because MM's assumptions restrict payouts to an optimum, their irrelevance theorem does not provide the appropriate prescription for managerial behaviour. A simple example clarifies why the correct prescription is "full payout," and why both payout and investment policy matter even absent agency costs (DeAngelo and DeAngelo, 2006). A simple life-cycle generalisation explains the main stylised facts about the payout policies of US and European firms.

Abstract:
This paper argues that we should abandon MM (1961) irrelevance as the foundation for teaching payout policy, and instead emphasize the need to distribute the full value generated by investment policy ("full payout"). Because MM's assumptions restrict payouts to an optimum, their irrelevance theorem does not provide the appropriate prescription for managerial behavior. A simple example clarifies why the correct prescription is "full payout," and why both payout and investment policy matter even absent agency costs (DeAngelo and DeAngelo (2006)). A simple life-cycle generalization explains the main stylized facts about the payout policies of U.S. and European firms.

Payout policy, dividends, capital budgeting, corporate finance

Abstract:
We present a synthesis of academic research on corporate payout policy grounded in the pioneering contributions of Lintner (1956) and Miller and Modigliani (1961). We conclude that a simple asymmetric information framework that emphasizes the need to distribute FCF and that embeds agency costs (as in Jensen (1986)) and security valuation problems (as in Myers and Majluf (1984)) does a good job of explaining the main features of observed payout policies - i.e., the massive size of corporate payouts, their timing and, to a lesser degree, their (dividend versus stock repurchase) form. We also conclude that managerial signaling motives, clientele demands, tax deferral benefits, investors' behavioral heuristics, and investor sentiment have at best minor influences on payout policy, but that behavioral biases at the managerial level (e.g., over-confidence) and the idiosyncratic preferences of controlling stockholders plausibly have a first-order impact.

1 Introduction
2 Basic Theory: The Need to Distribute Free Cash Flow is Foundational
3 Security Valuation Problems, Agency Costs, and Optimal Payout Policy
4 Corporate Payouts: Scale, Concentration, and Earnings Linkage
5 Payouts and Earnings: A Closer Look
6 Are Dividends Disappearing'
7 Why Do Dividends Survive'
8 Signaling and the Information Content of Dividends
9 Behavioral Influences on Payout Policy
10 Clientele Effects: Transaction Costs, Institutional Ownership, and Payout Policy
11 Controlling Stockholders and Payout Policy
12 Taxes and Payout Policy
13 The Advantages of Stock Repurchases
14 Conclusion: What We Know About Payout Policy and Promising Avenues for Future Research

payout policy, dividends, stock repurchase

Abstract:
Firms conduct SEOs to resolve a near-term liquidity squeeze, and not primarily to exploit market timing opportunities. Without the SEO proceeds, 62.6% of issuers would have insufficient cash to implement their chosen operating and non-SEO financing decisions the year after the SEO. Although the SEO decision is positively related to a firm's market-to-book (M/B) ratio and prior excess stock return and negatively related to its future excess return, these relations are economically immaterial. For example, a 150% swing in future net of market stock returns (from a 75% gain to a 75% loss over three years) increases by only 1% the probability of an SEO in the immediately prior year. Strikingly, most firms with quintessential market timer characteristics fail to issue stock and a non-trivial number of mature firms do issue stock, with current and former dividend payers raising more than half of all issue proceeds.

Abstract:
This paper gauges the importance of market timing for the decision to conduct a seasoned equity offering by testing whether SEO decisions are better explained by timing opportunities or by a simple fundamentals-based theory in which firms sell stock primarily in the early stages of their lifecycle, when growth opportunities exceed internally generated cash flow. We measure timing opportunities using market-to-book ratios and prior and future stock returns (and other equity mispricing proxies advanced in the literature), and lifecycle stage by the number of years listed. Both timing and lifecycle proxies have a significant influence, with the lifecycle effect quantitatively stronger, but neither adequately explains SEO decisions because (i) a near-majority of issuers are not growth firms, and (ii) the vast majority of firms with high M/B ratios and high recent and poor future stock returns fail to issue stock. Since a full 62.6% of issuers would run out of cash by the year after the SEO without the offer proceeds (and 81.1% would have subnormal cash balances at that time), we conclude that a near-term cash need is the primary SEO motive, with market-timing opportunities and lifecycle stage exerting economically significant ancillary influences on the SEO decision.

market timing, SEO, equity financing, cash balances, corporate lifecycle

Abstract:
We estimate a dynamic capital structure model in which firms have permanent leverage targets, yet respond to shocks to investment opportunities by incurring transitory debt obligations that represent deliberate, but temporary, deviations from target. Target capital structures reflect the value of the option to issue transitory debt, and the average amount of debt outstanding differs predictably from target as a function of the attributes of investment opportunities. The model yields testable predictions about the link between capital structure and the volatility and serial correlation of investment opportunity shocks, the marginal profitability of investment, and the nature of capital stock adjustment costs. The leverage ratios implied by our estimated model parameters exhibit slow average speed of adjustment to target similar to the estimates in prior empirical studies. Sluggish adjustment reflects deliberate transitory deviations from target leverage and not costs of debt issuance.

capital structure, leverage dynamics, target leverage, transitory debt, financial flexibility

Abstract:
In 1986 Pacific Lumber (PL). the largest private owner of old-growth redwood trees, was acquired in a highly leveraged hostile takeover by MAXXAM Group. MAXXAM subsequently doubled the rate at which PL harvested its ancient redwoods, precipitating 10 years of environmental protests and intensive coverage in the national news media. This highly negative coverage almost universally blames the junk bond-financed takeover for the threat to PL's ancient forests, and thereby provides for many people unequivocal evidence of the distinctive impact of 1980s Wall Street greed. This paper provides contradictory evidence which establishes that the threat to PL's old-growth redwoods is not attributable to junk bonds, high leverage, or hostile takeovers. Our analysis of the media treatment of the PL takeover sheds light on the process through which the public came to hold strongly negative views of Wall Street in the wake of the 1980s wave of corporate rest rupturings.

Abstract:
In 1986 Pacific Lumber (PL). the largest private owner of old-growth redwood trees, was acquired in a highly leveraged hostile takeover by MAXXAM Group. MAXXAM subsequently doubled the rate at which PL harvested its ancient redwoods, precipitating 10 years of environmental protests and intensive coverage in the national news media. This highly negative coverage almost universally blames the junk bond-financed takeover for the threat to PL's ancient forests, and thereby provides for many people unequivocal evidence of the distinctive impact of 1980s Wall Street greed. This paper provides contradictory evidence which establishes that the threat to PL's old-growth redwoods is not attributable to junk bonds, high leverage, or hostile takeovers. Our analysis of the media treatment of the PL takeover sheds light on the process through which the public came to hold strongly negative views of Wall Street in the wake of the 1980s wave of corporate rest rupturings.

Abstract:
Aggregate real dividends paid by industrial firms increased over the past two decades even though, as Fama and French (2001, JFE) document, the number of dividend payers decreased by over 50%. The reason is that (i) the reduction in payers occurs almost entirely among firms that paid very small dividends, and (ii) increased real dividends from the top payers swamp the modest dividend reduction from the loss of many small payers. These trends reflect high and increasing concentration in the supply of dividends which, in turn, reflects high and increasing earnings concentration. For example, the 25 firms that paid the largest dividends in 2000 account for a majority of the aggregate dividends and earnings of industrial firms. Industrial firms exhibit a two-tier structure in which a small number of firms with very high earnings collectively generates the majority of earnings and dominates the dividend supply, while the vast majority of firms has at best a modest collective impact on aggregate earnings and dividends.

Abstract:
The Times Mirror Company, a NYSE-listed Fortune 500 firm controlled for 100 years by the Chandler family, hired an industry outsider as CEO in 1995 following an extended period of poor operating and stock price performance under non-family management. This change was apparently an unintended consequence of actions taken by old management to fund its capital expansion plans while satisfying the family's desire for dividends. Specifically, in 1994 old management agreed to (1) sell TM's cable business and reinvest most of the $1.3 billion proceeds in new technology, and (2) maintain the Chandlers' dividends while radically cutting those to minority stockholders. While Wall Street reacted favorably to the cable sale, it punished TM's stock when it later learned about management's reinvestment plans. Shortly thereafter TM's board brought in a noted financial disciplinarian, who as CEO substantially increased stockholder value by terminating low return investments and distributing free cash flow. While pressure to pay dividends and monitoring by large block stockholders ultimately improved TM's performance, the path to this outcome was slow and circuitous, so that these disciplinary forces were weaker than theory typically implies.

Payout policy, Controlling stockholders, Family control

Abstract:
In April 1991, regulators seized the major subsidiaries of First Executive Corporation (FE), an insurer that invested heavily in junk bonds. During the junk bond market turmoil of 1989-1990, adverse publicity fueled a bank run at FE, forcing a $4 billion portfolio liquidation before the market rose 50-60 percent in 1991-1992. More traditional insurers did not receive commensurate press coverage, despite their substantial exposure to real estate declines, which were roughly 2.5 times the junk bond decline. Seizure of FE's subsidiaries was defensible, although FE would become solvent within a year, given average junk bond market appreciation.

Abstract:
Managers of more than two-thirds of 145 NYSE firms responded to stalled earnings growth by increasing dividends, with most increases at least as large as the dividend increase in the peak earnings year. These dividend increases are difficult to reconcile with signalling models since (i) most firms' prior sustained earnings growth evaporated, and (ii) there is essentially no relation between favorable dividend signals and future earnings. The stock market recognized the reduced growth earnings, with average abnormal returns of - 17.65 percent in the year of the initial earnings decline and -41.40 percent cumulated over that and the next three years. We find some evidence that sample firms' dividend policies reflect behavioral biases that lead managers to send overly optimistic signals.