Posts Tagged ‘Shareholder value’

Distracted Directors

Posted by R. Christopher Small, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Wednesday February 5, 2014 at 9:12 am
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Editor’s Note: The following post comes to us from Antonio Falato, Economist at Federal Reserve Board; Dalida Kadyrzhanova of the Department of Finance at the University of Maryland; and Ugur Lel of the Department of Finance at Virginia Tech.

In our paper, Distracted Directors: Does Board Busyness Hurt Shareholder Value?, which was recently accepted for publication in the Journal of Financial Economics, we examine the impact of independent director busyness on firm value in a setting that addresses a key challenge that the board of directors is an endogenously determined institution. A large number of publicly-traded firms in the U.S. have recently limited the number of multiple directorships held by their board members. For example, a recent survey shows that 74 percent of S&P 500 firms impose restrictions on the number of corporate directorships held by their independent directors, up from 27 percent in 2006, and the Institutional Shareholder Services recommends restrictions on the number of multiple directorships. Although such shareholder initiatives are consistent with standard theoretical considerations (e.g., Holmstrom and Milgrom, 1992), the empirical evidence on whether director busyness has any effect on the firm is thus far mixed. While several studies find that busy directors are associated with lower firm valuations and less effective monitoring (e.g., Fich and Shivdasani, 2006; Core, Holthausen and Larcker, 1999) others either do not, or provide mixed evidence (e.g., Ferris, Jagannathan and Pritchard, 2003; Field, Lowry, and Mkrtchyan, 2013).

…continue reading: Distracted Directors

The Challenge for Boards

Posted by James Woolery, Cadwalader, Wickersham & Taft LLP, on Thursday October 24, 2013 at 9:34 am
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Editor’s Note: James Woolery is Deputy Chairman of Cadwalader, Wickersham & Taft LLP, Co-Chair of its Corporate Department and head of its Business Development Group. The following post is based on a Cadwalader publication by Mr. Woolery.

Public company boards have experienced real turbulence for the better part of five years. Some of this turbulence is the product of internal dynamics—the need to improve liquidity, strengthen balance sheets and cut costs. Some is the product of external factors—volatile capital markets and government action and inaction. So, who can blame directors for being cautious? The answer: shareholders and activists.

In response to this turbulence, boards have chosen to seek steady shareholder returns, return shareholder capital and modestly adjust portfolios over executing large-scale transactions, combinations or investments. As a result of this restraint, the overwhelming strength of U.S. corporations is unmistakable: cash balances are at an all-time high and there is an abundance of cheap financing. Yet corporate investment in the economy remains muted.

Directors remain cautious while shareholders are increasingly moving in favor of more aggressive action. The evolving dynamic between boards and the shareholders they serve presents new challenges that require a different set of tools in the boardroom. New efforts to bridge what may be a growing divide between boards and shareholders should be undertaken directly by U.S. boards and management teams with a view toward increasing shareholder value, advancing investment stability, and maintaining sound governance.

…continue reading: The Challenge for Boards

Seasoned Equity Offerings, Corporate Governance, and Investments

Posted by R. Christopher Small, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Saturday September 21, 2013 at 9:37 am
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Editor’s Note: The following post comes to us from E. Han Kim and Amiyatosh Purnanandam, both of the Department of Finance at the University of Michigan.

In our paper, Seasoned Equity Offerings, Corporate Governance, and Investments, forthcoming in the Review of Finance, we assess how the strength of governance affects investor confidence about management’s intended uses of the proceeds from SEOs. Our primary tests are conducted using difference-in-differences approaches using the staggered enactments of business combination statutes (BCS) as an exogenous shock weakening external pressure for good governance from the market for corporate control.

These tests are supplemented by two additional analyses, one relying on shareholder-value-reducing acquisitions as an ex post proxy for weak governance; the other relying on top management’s firm-related wealth sensitivity to shareholder value as a proxy for the strength of internal governance. These empirical analyses cover different sample periods spanning 1982 through 2006. Investor reaction to SEOs is positively and significantly related to the strength of governance regardless of which empirical strategy we use and which time period we examine.

The economic magnitudes of governance impacts are surprisingly large, explaining much of the negative stock price reactions to the announcement of SEOs. Absent secondary offerings, investors’ main concern with SEOs is whether management will use the proceeds productively or wastefully. Good governance enhances investor confidence, helping firms raise external equity at lower costs.

…continue reading: Seasoned Equity Offerings, Corporate Governance, and Investments

Some Descriptive Data on Settlement Timing in Securities Class Actions

Posted by June Rhee, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Wednesday August 7, 2013 at 9:27 am
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Editor’s Note: The following post comes to us from Michael Klausner, Nancy and Charles Munger Professor of Business and Professor of Law at Stanford Law School, and Jason Hegland, Project Manager for Stanford Securities Litigation Analytics.

In a recent article in the PLUS Journal, we presented some simple statistics on settlement timing in securities class actions. The data cover cases filed between 2006 and 2010 and settled between 2006 and 2012. They come from a database we recently completed and will keep current. The article can be found on the PLUS website through their search bar, or here. Our plan is to follow up with a more detailed econometric analysis. In this post, we summarize some of the descriptive statistics included in that article, and we invite comment, interpretation and other reactions.

In order to summarize data on settlement timing, we divide a case into three phases:

  • Early Pleading—the period before the first motion to dismiss is ruled on. A settlement during this phase of a case reflects the parties’ decision not to risk a ruling on a motion to dismiss.
  • Late Pleading—the period after the first consolidated complaint has been dismissed without prejudice but before a motion to dismiss a later consolidated complaint has been denied. Parties who settle during this stage of the litigation have risked a ruling on at least one motion to dismiss but choose to settle before the judge has finally ruled on dismissal.
  • Discovery—the period after a motion to dismiss has been denied and a case heads toward discovery and potentially to trial. These cases settle sometime between the day the motion to dismiss is denied (in which case discovery has not actually begun) and the end of a trial.

…continue reading: Some Descriptive Data on Settlement Timing in Securities Class Actions

Delaware Court Addresses Revlon Duties in Single-Bidder Sale-of-Control Transaction

Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Tuesday July 9, 2013 at 9:24 am
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Editor’s Note: The following post comes to us from C.N. Franklin Reddick III, partner and co-head of the corporate practice group at Akin Gump Strauss Hauer & Feld LLP. This post is based on an Akin Gump corporate alert, and is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

The Delaware Court of Chancery recently addressed on two separate occasions—in In re Plains Exploration & Production Co. Stockholder Litigation [1] and Koehler v. NetSpend Holdings, Inc. [2]—whether a board of directors satisfied its Revlon duties in connection with a sale-of-control transaction involving negotiations with a single bidder. In both cases, the court found that the board’s initial decision to pursue a single-bidder process was reasonable. However, while the court in Plains found that the directors satisfied their fiduciary duties under the Revlon standard, the court in NetSpend, found that the directors would likely fail to meet their burden, under Revlon, of proving that they were fully informed and acted reasonably throughout the sale process. Specifically, in NetSpend, the court found that deficiencies in the fairness opinion and the combination of deal protection devices—which included a no-shop provision, a short preclosing period and a “don’t ask, don’t waive” provision that crystallized existing standstill agreements with parties that had previously expressed an interest in the company—did not pass muster under Revlon. These cases provide important lessons for companies considering whether to pursue, and how to conduct, a single-bidder sale-of-control transaction.

…continue reading: Delaware Court Addresses Revlon Duties in Single-Bidder Sale-of-Control Transaction

Political Connectedness and Corporate Policies

Posted by R. Christopher Small, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Monday July 1, 2013 at 9:11 am
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Editor’s Note: The following post comes to us from Ashley Newton and Vahap Uysal, both of the Division of Finance at the University of Oklahoma.

In our paper, “The Impact of Political Connectedness on Firm Value and Corporate Policies: Evidence from Citizens United,” we examine the reasons behind a company’s decision to become politically connected and what impact such connections have on firm value and corporate policies. Political connections may enhance or harm shareholder value. However, existing insights attempting to address the impact of corporate political connectedness on shareholder value are inconclusive. In an effort to test for the existence of a causal link between political connections and changes in shareholder value, we pose our research questions in the context of a natural experiment. Specifically, we focus on an exogenous enhancement in the value implications of political connectedness that accompanied the landmark Supreme Court case, Citizens United.

…continue reading: Political Connectedness and Corporate Policies

Impact Investment: Sovereign Wealth Funds, Corporate Governance and Stock Markets

Posted by June Rhee, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Friday June 21, 2013 at 9:04 am
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Editor’s Note: The following post comes to us from Dimitrij Euler, a Visiting Scholar at the Lauterpacht Centre for International Law at the University of Cambridge.

In the light of the ever-dwindling resources that will be addressed by our future generation, impact investors invest in accordance with ethical and environmental principles, going beyond financial performance. In particular, Sovereign Wealth Funds invest in assets worldwide in accordance with ethical and environmental principles and significantly influence the investment sphere and how enterprises are managed. In the last decades, corporate governance and stock market rules require information beyond financial performance and have changed the information requirement of how listed enterprises have to inform. Although this had an impact towards a more transparent market, the law has to establish obligations broadly reflecting the needs of impact investors and thereby taking the chance of contributing more significantly to development. The SSRN Working Paper “Impact Investment: Sovereign Wealth Funds, Corporate Governance and Stock Markets” recalls that some soft law standards of the OECD favour disclosure and some Stock Market rules require disclosure of information that help an impact investor to justify the investment.

…continue reading: Impact Investment: Sovereign Wealth Funds, Corporate Governance and Stock Markets

Incentive Schemes for Nominees of Activist Investors

Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Wednesday June 5, 2013 at 9:34 am
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Editor’s Note: The following post comes to us from Neil Whoriskey, partner focusing on mergers and acquisitions at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Mr. Whoriskey, titled “Golden Leashes, Honest Brokers, Risk Tolerances and Market Imperfections: Incentive Schemes for Nominees of Activist Investors.”

Golden leashes – compensation arrangements between activists and their nominees to target boards – have emerged as the latest advance (or atrocity, depending on your point of view) in the long running battle between activists and defenders of the long-term investor faith. Just exactly what are we worried about?

With average holding periods for U.S. equity investors having shriveled from five years in the 1980s to nine months or less today, the defenders of “long-termism” would seem to have lost the war, though perhaps not the argument. After all, if the average shareholder is only sticking around for nine months, and if directors owe their duties to their shareholders (average or otherwise), then at best a director on average will have nine months to maximize the value of those shares. Starting now. Or maybe starting nine months ago.

But this assumes that the directors of any particular company have a real idea of just how long their particular set of “average” shareholders will stick around, and it also assumes that the directors owe duties primarily to their average shareholders, and not to their Warren Buffett investors (on one hand) or their high speed traders (on the other). So, in the absence of any real information about how long any then-current set of shareholders will invest for on average, and in the absence of any rational analytical framework to decide which subset(s) of shareholders they should be acting for, what is a director to do?

Here is what I think directors do, in one form or fashion or another:

…continue reading: Incentive Schemes for Nominees of Activist Investors

Manager-Shareholder Alignment, Shareholder Dividend Tax Policy, and Corporate Tax Avoidance

Posted by R. Christopher Small, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Monday May 27, 2013 at 9:57 am
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Editor’s Note: The following post comes to us from Dan Amiram of the Accounting Division at Columbia University, Andrew Bauer of the Department of Accountancy at the University of Illinois at Urbana-Champaign, and Mary Margaret Frank of the Darden School of Business at the University of Virginia.

In our paper, Manager-Shareholder Alignment, Shareholder Dividend Tax Policy, and Corporate Tax Avoidance, which was recently made publicly available on SSRN, we move away from equity compensation as a measure of manager-shareholder alignment and exploit a unique setting exogenous to the firm to assess the effect of manager-shareholder alignment on corporate tax avoidance. Our setting capitalizes on variation in the value to shareholders from corporate tax avoidance, which is driven by a country’s shareholder dividend tax policy. Firms in the United States, such as the ones examined in the prior literature, are subject to a classical tax system. Corporate earnings are taxed at the firm level and then again at the shareholder level when they are distributed as a dividend (i.e., double taxation). Therefore, corporate tax avoidance increases after-tax cash flows creating either more private benefits for managers or higher after-tax cash flows to shareholders. Other countries around the world employ an imputation tax system. In contrast to a classical system, an imputation system imposes taxes on corporate earnings at the firm level, but these corporate taxes paid are credited against the shareholders’ taxes when earnings are distributed as dividends. This credit causes the total tax paid on earnings to be equal to the shareholders’ tax (i.e., single taxation), so corporate tax avoidance increases after-tax cash flows available for managers’ private benefits but does not increase the after-tax cash flows to shareholders. Because corporate tax avoidance is costly, it actually reduces the after-tax cash flows to shareholders under an imputation system and makes them worse off.

…continue reading: Manager-Shareholder Alignment, Shareholder Dividend Tax Policy, and Corporate Tax Avoidance

Corporate Law and Economic Stagnation

Posted by June Rhee, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Monday March 18, 2013 at 9:33 am
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Editor’s Note: The following post comes to us from Pavlos E. Masouros, Assistant Professor of Corporate Law at Leiden University.

The book, “Corporate Law and Economic Stagnation: How Shareholder Value and Short-termism Contribute to the Decline of the Western Economies” (Eleven International Publishers, 2013), introduces three hypotheses that put corporate law on the map of the causes of the current economic crisis and introduces a normative legal concept, “Long Governance” that can help take the economy out of the slump. Overall, the author takes a post-Keynesian approach to the theory of the firm and uses political economy analysis to expose corporate law’s contribution to a stagnating economy in the West.

The breakdown of the Bretton Woods monetary order in the early 1970s triggered a chain of political, economic and legal events that incrementally brought about “the Great Reversal in Corporate Governance”, i.e. the reorientation of corporate governance from the institutional logic of “retain and invest” to the logic of “downsize and distribute”, and “the Great Reversal in Shareholdership”, i.e. the shortening of the time-horizons of shareholders.

…continue reading: Corporate Law and Economic Stagnation

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