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Abstract:
We empirically investigate the relationship between corporate governance structure and diversification. Using a sample of 199 firms beginning in 1985 and following these firms through 1994, we examine 1) if governance structure is significantly different between focused and diversified firms; 2) if differences in corporate governance are associated with the decision to become more focused or diverse; and 3) if the previously documented value loss from diversification is associated with governance structure. We find that, relative to focused firms, diversified firms exhibit higher levels of pay and lower sensitivity of pay to firm performance, have more outsiders on the board, have similar sensitivity of CEO turnover to performance, and no economic difference in independent blockholdings. We find that firms that increase their level of diversification over the sample period have governance and performance characteristics remarkably similar to firms that retain their focus. Firms that decrease their level of diversification, however, have lower insider ownership but more equity-based compensation relative to focused firms. We find no evidence that governance characteristics explain the value loss associated with diversification. We do find, however, that the fraction of outside directors in a diversified firm is positively related to firm value. Collectively, our results suggest that diversified firms use alternative governance mechanisms as substitutes for low pay-for-performance sensitivity and CEO ownership. We conclude that agency costs do not provide a complete explanation for the magnitude and persistence of the diversification discount.

Abstract:
The average cash to assets ratio for U.S. industrial firms increases by 129% from 1980 to 2004. Because of this increase in the average cash ratio, American firms at the end of the sample period can pay back their debt obligations with their cash holdings, so that the average firm has no leverage when leverage is measured by net debt. This change in cash ratios and net debt is the result of a secular trend rather than the outcome of the recent buildup in cash holdings of some large firms. It is concentrated among firms that do not pay dividends. The average cash ratio increases over the sample period because the cash flow of American firms has become riskier, these firms hold fewer inventories and accounts receivable, and the typical firm spends more on R&D. The precautionary motive for cash holdings appears to explain the increase in the average cash ratio.

Abstract:
The average cash-to-assets ratio for U.S. industrial firms more than doubles from 1980 to 2006. A measure of the economic importance of this increase in cash holdings is that at the end of the sample period, the average firm can pay back all of its debt obligations with its cash holdings; in other words, the average firm has no leverage if leverage is measured as net debt. This change in cash ratios and net debt is the result of a secular trend rather than the outcome of the recent buildup in cash holdings of some large firms, and it is much more pronounced for firms that do not pay dividends and for firms in industries whose cash flows became riskier. The average cash ratio increases over the sample period because firms change: their cash flows become riskier, they hold fewer inventories and accounts receivable, and they are increasingly R&D intensive. The precautionary motive for cash holdings plays an important role in explaining the increase in the average cash ratio; in contrast, in our empirical tests, agency considerations are not successful in explaining the increase.

Abstract:
This paper considers the relation between board classification, takeover activity, and transaction outcomes for a panel of firms between 1990 and 2002. Target board classification does not change the likelihood that a firm, once targeted, is ultimately acquired. Moreover, shareholders of targets with a classified board realize bid returns that are equivalent to those of targets with a single class of directors, but receive a higher proportion of total bid surplus. Board classification does reduce the likelihood of receiving a takeover bid, however, the economic effect of bid deterrence on the value of the firm is quite small. Overall, the evidence is inconsistent with the conventional wisdom that board classification is an anti-takeover device that facilitates managerial entrenchment.

Classified Board, Staggered Board, Merger, Acquisition, Managerial Entrenchment

Abstract:
This paper examines the shareholder wealth effects of bids by controlling shareholders seeking to acquire the remaining minority equity stake in a firm - deals commonly referred to as minority freeze-outs. Minority claimants in freeze-out offers receive an allocation of deal surplus at the bid announcement that exceeds their pro-rata claim on the firm. An analysis of bid outcomes and renegotiation indicate that minority claimants and their agents exercise significant bargaining power during freeze-out proposals. Overall, our results suggest that legal standards and economic incentives are sufficient to deter self-dealing by controllers during freeze-out bids.

Merger, tender offer, acquisition, minority shareholder, squeeze-out, freeze-out

Abstract:
This paper provides large-sample evidence pertaining to the use of and wealth effects associated with provisions for termination fees in merger agreements between 1989 and 1998. The evidence suggests that target termination fee clauses are an efficient contracting device through which target managers compensate bidders for the costs associated with bid negotiation and the potential for information expropriation by third parties. While target fees truncate a normal bidding process, target shareholders gain from higher completion rates and greater negotiated takeover premiums in deals that include target termination fee clauses. Our findings regarding bidder fee provisions indicate that these clauses are used to lock-in a portion of target wealth gains in deals with higher negotiating costs and greater costs associated with bid failure. Compensation for bidder fee provisions appears to take the form of concomitant target fee provisions, and lower bid premiums.

merger, acquisition, termination fee, breakup fee

Abstract:
We find that CEO compensation is less sensitive to stock-price performance the greater the extent of firm diversification. Our empirical evidence is consistent with a theory of managerial entrenchment as well as with a theory of optimal contracting between shareholders and managers. To distinguish between the theories we examine the association between firm value and the structure of the compensation contract along with the use of alternative governance mechanisms in diversified firms. We find only a weak relation between the sensitivity of compensation to stock-price performance and the size of the value loss from diversification. Moreover, we find that the use of alternative governance mechanisms is not suppressed in diversified firms. Our results appear to be more consistent with optimal contracting, and suggest that the existence and magnitude of the diversification discount cannot be attributed to agency problems between managers and shareholders.

Abstract:
This study examines the allocation of cash proceeds following 400 subsidiary sales between 1990 and 1998. Retention probabilities are increasing in the divesting firm's contemporaneous growth opportunities and expected investment. Retaining firms, however, also systematically over-invest relative to an industry benchmark. Shareholder returns to retention decisions are positively correlated with growth opportunities and benchmarked investment, but negatively correlated with benchmarked investment for firms with poor growth opportunities. Shareholder returns to debt distributions are increasing in industry benchmarked leverage. Overall, the results of this study cohere with the hypothesized trade-off between the investment efficiencies associated with retained proceeds and the agency costs of managerial discretion and debt.

Asset Sale, Payout Policy

Abstract:
This paper provides large-sample evidence pertaining to the use of and wealth effects associated with provisions for termination fees in merger agreements between 1989 and 1998. The evidence suggests that target termination fee clauses are an efficient contracting device through which target managers compensate bidders for the costs associated with bid negotiation and the potential for information expropriation by third parties. While target fees truncate a normal bidding process, target shareholders gain from higher completion rates and greater negotiated takeover premiums in deals that include target termination fee clauses. Our findings regarding bidder fee provisions indicate that these clauses are used to lock-in a portion of target wealth gains in deals with higher negotiating costs and greater costs associated with bid failure. Compensation for bidder fee provisions appears to take the form of concomitant target fee provisions, and lower bid premiums.

merger, acquisition, termination fee, breakup fee