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Abstract:
Earnings management has been cast into negative light due to the recent corporate scandals and, therefore, is viewed as detrimental to the firm. Enron and WorldCom represent two of the most egregious cases of opportunistic earnings management that led to the largest bankruptcies in U.S. history. However, some argue that earnings management may be beneficial because it improves the information value of earnings by conveying private information to the stockholders and the public. We offer agency theory as a tool to distinguish between the opportunistic and beneficial uses of earnings management. The empirical evidence suggests that firms where earnings management occurs to a larger (less) extent suffer less (more) agency costs. Moreover, a positive relation is documented between firm value and the extent of earnings management. Taken together, the results reveal that earnings management is, on average, not detrimental.

Earnings management, Agency costs

Abstract:
We explore the theory, law, and practice of the shift by public companies from a plurality voting standard for the election of directors to a majority voting standard, an emerging governance reform sweeping corporate America. Although not mandated by law, as of October 2006, more than 250 public companies, including at least 36% of S&P 500 companies and 31% of Fortune 500 companies, had implemented some form of majority voting. After analyzing the forms of majority voting implemented by these companies, we conclude that majority voting, as put into action, is little more than smoke and mirrors. We then report our findings from an event study we undertook to test our "smoke and mirrors" hypothesis. Specifically, we examined stock price movements of firms around announcements that they have or will adopt some form of majority voting. Consistent with our hypothesis, we found no statistically significant market reaction.

majority voting, majority vote, director elections, board elections, plurality voting, plurality plus

Abstract:
Grounded in agency theory, this study investigates how the strength of shareholder rights influences the extent of firm diversification and the excess value attributable to diversification. The empirical evidence reveals that the strength of shareholder rights is inversely related to the probability to diversify. Furthermore, firms where shareholder rights are more suppressed by restrictive corporate governance suffer a deeper diversification discount. Specifically, we document a 1.1-1.4% decline in firm value for each additional governance provision imposed on shareholders. An explicit distinction is made between global and industrial diversification. Our results support agency theory as an explanation for the value reduction in diversified firms. The evidence in favor of agency theory appears to be more pronounced for industrial diversification than for global diversification.

Diversification, corporate governance, shareholder rights

Abstract:
Grounded in agency theory, this study investigates how the strength of shareholder rights influences the extent of firm diversification and the excess value attributable to diversification. The empirical evidence reveals that the strength of shareholder rights is inversely related to the probability to diversify. Furthermore, firms where shareholder rights are more suppressed by restrictive corporate governance suffer a deeper diversification discount. Specifically, we document a 1.1-1.4% decline in firm value for each additional governance provision imposed on shareholders. An explicit distinction is made between global and industrial diversification. Our results support agency theory as an explanation for the value reduction in diversified firms. The evidence in favor of agency theory appears to be more pronounced for industrial diversification than for global diversification.

Diversification, corporate governance, shareholder rights

Abstract:
The purpose of this study is to determine whether earning management is exacerbated or alleviated in diversified firms. An explicit distinction is made between industrial and geographic diversification. The empirical evidence shows that earnings management is mitigated by 1.8% in industrially diversified firms. The evidence also shows that a combination of industrial and global diversification helps alleviate earnings management by 2.5%. Global diversification alone, however, does not appear to impact earnings management. We argue that diversified firms derive their cash flows from disparate business divisions. The accruals generated by these business divisions are imperfectly correlated and, hence, tend to offset each other at the entire firm's level, making it difficult for managers to manage earnings considerably in either direction. Finally, our results show that diversified firms do not suffer more severe informational asymmetry, which may explain why earnings management does not occur to a greater extent in diversified firms.

Earnings management, Information asymmetry, Diversification

Abstract:
We investigate whether CEO compensation is influenced by the strength of shareholder rights. Agency theory suggests that CEOs may exploit shareholders when shareholder rights are weak, placing their own private benefits ahead of those of the stockholders. Our evidence reveals that CEOs of firms where shareholder rights are weak obtain more favorable compensation. Higher CEO pay is associated with a higher degree of potential managerial entrenchment. We also examine the change in CEO compensation relative to the change in shareholders' wealth. The evidence shows that when there is an increase in shareholders' wealth, the CEO is able to obtain higher incremental compensation if shareholder rights are weak. On the contrary, when shareholders' wealth falls, there is no corresponding decline in CEO compensation if shareholder rights are weak. Given the empirical evidence, we argue that CEO compensation practices reflect rent expropriation rather than optimal contracting.

Compenation, Shareholder Rights, Corporate Governance

Abstract:
This paper investigates operational hedging by firms and how operational hedging is related to financial hedging by using a sample of 424 firm observations, which consist of 212 operationally-hedged firms (firms with foreign sales) and a size and industry matched sample of 212 non-operationally-hedged firms (firms with export sales). We find that non-operationally-hedged firms use more financial hedging, relative to their levels of foreign currency exposure, as measured by the amount of export sales. On the other hand, though operationally-hedged firms have more currency exposure, their usage of financial derivatives becomes much smaller than that of exporting firms. These results can explain why some global firms use very limited amount of financial derivatives for hedging purpose despite much higher levels of currency risk exposure. We also show that hedging increases firm value.

Operational hedging, Financial hedging, Foreign exchange exposure, Financial derivatives

Abstract:
This paper empirically examines the economic effects of both corporate industrial and geographic diversifications. Using a sample of 28,050 firm year observations from 1990 to 1998, we find that industrial and geographic diversifications are associated with firm value decrease. Consistent with Denis et al. (2002), the costs of corporate diversification may outweigh the benefits of diversification. We find that geographically diversified firms have higher R&D expenditures, advertising expenses, operating income, ROE and ROA than industrially diversified firms. In addition, higher R&D expenditures create value for multi-segment global firms, but not for single segment global firms. This result implies that there exists an interaction effect between industrial and geographic diversification. We also examine the effects of agency cost issues, as characterized by the diversification discount, on both industrial and geographic diversification. Consistent with the agency explanation, firms with high equity-based compensation are associated with higher firm value than firms with low equity-based compensation. Also, we find that firms with a higher insider ownership percentage are associated with higher excess value.

Diversification discount, Industrial and geographic diversification, Agency cost

Abstract:
This paper examines the impact of multiple directorships on stockholder wealth around the announcements of mergers and acquisitions. Grounded in agency theory, we argue that multiple directorships affect the quality of managerial oversight and thus influence agency conflicts in acquisition decisions. We show that acquiring firms where directors hold more outside board seats experience more negative abnormal returns. This adverse effect, nonetheless, does not extend across the entire range of multiple directorships. Rather, the detrimental impact is significant only when the number of outside board seats surpasses a certain threshold. We interpret this result as suggesting that directors serving on multiple boards allow value-destroying acquisitions when they become too busy beyond a certain point, and the effect of directors’ busyness on acquisition performance appears to be nonlinear. We employ several alternative definitions of directors’ busyness and obtain consistent results.

Multiple directorships, Agency theory, Board appointments, Mergers and Acquisitions

Abstract:
This paper investigates the impact of multiple directorships on corporate diversification. We hypothesize that multiple directorships affect the quality of managerial oversight and, thus, influence the degree of corporate diversification and firm value. The empirical evidence lends credence to this notion. Specifically, we find that directors' busyness is inversely related to firm value. In other words, firms where board members hold more outside board seats suffer a deeper diversification discount. Further analysis also reveals that the negative effect of having overcommitted directors on the board is more pronounced in firms where agency costs are more severe, suggesting that the diversification discount is driven by agency conflicts. Our results aptly fit into the on-going debate on the benefits and detriments of multiple directorships.

Diversification, Multiple directorships, Agency theory, Board appointments

Abstract:
This paper examines the effect of risk management incentives resulting from managerial bonus plans on firms' derivatives usage. Partitioning the sample into firms whose managers are more likely to face convexity or concavity in the bonus payoff function, we find a negative relation between bonus plans and derivatives usage for firms in the convex region and a positive relation for firms in the concave region. These results provide evidence that the incentives inherent in managerial bonus plans managers to increase or decrease firm risk in order to maximize their expected bonus payments.

Executive Compensation, Bonus Plans, Derivatives

Abstract:
When corporate governance is effective, new managerial contracts should maximize shareholder wealth. This paper examines operating performance measures after the Omnibus Budget Reconciliation Act (OBRA) of 1993 was passed. We find that firms affected by OBRA's $1 million cap on cash compensation experience an improvement in operating performance during the three years following contract revisions. Although prior performance was low, the post-contracting performance for affected firms is on par with comparison group. These findings are consistent with effective corporate governance and efficient contracting and contrary to expropriation theory.

Contracting, Expropriation, Corporate governance, OBRA, CEO, Operating performance

Abstract:
Using a sample of 129 mergers and acquisitions (M&As) in the U.S. between publicly traded acquirers and targets in research and development (R&D) intensive industries over the period of 1994-2004 and a size- and industry-matched sample, we examine the relation among targets' R&D activities, the probability of acquirers' writing-off in-process R&D (IPRD), and acquirers' returns around the time of M&A announcements. We find that firms acquiring targets with higher research and development investments tend to write off some of the acquired R&D assets upon the completion of the M&As. We also find that the median cumulative abnormal return during the three days around M&A announcements for acquirers with subsequent IPRD write-offs is -2.73 percent while the return for acquirers without IPRD write-offs is -0.60 percent. This suggests that acquirers' stock returns around M&A announcements are much lower when investors expect acquirers to expense IPRD. The results are consistent with our conjecture that acquirers tend to write-off IPRD when they acquire overvalued targets. We also find that IPRD write-offs do not increase earnings or stock returns of acquirers after M&As, which is inconsistent with an earnings management hypothesis.

Mergers and acquisitions, in-process R&D (IPRD), acquirers' returns

Abstract:
We relate impression and earnings management to the field of ethnostatistics, the study of how statistics are produced and managed. By further linking impression management and agency theory, we show that earnings management may exacerbate agency problems. We hypothesize that earnings-increasing earnings management occurs more frequently following duality-creating successions than otherwise. A dual CEO/Chair would have greater authority to control the impression the company wants to make with its financial reports and may also be operating with greater expectations to produce positive results. Using a sample of 173 duality-creating succession announcements and 112 non-duality creating succession announcements, we find empirical results consistent with this hypothesis.

Earnings mangement, CEO duality, Impression management

Abstract:
Impression and earnings management were explored via reasoning and methods grounded in ethnostatistics and agency theory. We hypothesized that earnings management occurs more frequently following duality-creating successions than otherwise because CEO-chairs have greater control of the impressions created by their firms' financial reports and are operating under greater expectations of positive results. Using a sample of 173 duality-creating succession announcements and 112 non-duality-creating succession announcements, we obtained empirical results consistent with these predictions.

Earnings management, duality, agency theory