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The Agency Costs of Sellside Deal Protection: An Empirical Analysis of Reverse Termination Fees 卖方交易保护的代理成本:反向终止费的实证分析
Pub Date : 2020-03-24 DOI: 10.2139/ssrn.3559938
Dhruv Aggarwal
This paper empirically examines what corporate governance, financial and transaction variables lead target companies to negotiate for reverse termination fees (RTFs) in mergers and acquisitions. RTFs, which must be paid by buyers if they walk away from a merger, are used by target companies to reduce transaction uncertainty. We examine 1518 merger agreements for the period from 2010 to 2019, and find that 44.86 percent of these transactions included RTFs. First, we find that larger and more mature target companies with higher market capitalizations and lower cash ratios are more likely to successfully negotiate for RTFs. Second, the presence of a controlling shareholder increases the size of an RTF and ensures it is “efficiently” priced, suggesting that these actors play a monitoring role. Third, targets with dual class stock are less likely to efficiently price RTFs. Finally, deals with private equity acquirers are more likely to feature RTFs, and these RTFs are larger and more efficiently priced. These findings have implications for practitioners involved in crafting deal protection mechanisms, as well as Delaware courts considering how to view RTF provisions in merger litigation.
本文实证研究了哪些公司治理、财务和交易变量导致目标公司在并购中谈判反向终止费(rtf)。如果收购者放弃并购,就必须支付rtf,目标公司利用rtf来减少交易的不确定性。我们研究了2010年至2019年期间的1518项合并协议,发现这些交易中有44.86%包含rtf。首先,我们发现规模更大、更成熟、市值更高、现金比率更低的目标公司更有可能成功谈判rtf。其次,控股股东的存在增加了RTF的规模,并确保其“有效”定价,这表明这些参与者发挥了监督作用。第三,拥有双重股权的目标不太可能有效地为rtf定价。最后,与私募股权收购方的交易更有可能以rtf为特色,而这些rtf规模更大,定价也更有效。这些发现对参与制定交易保护机制的从业人员以及考虑如何在合并诉讼中看待RTF条款的特拉华州法院具有启示意义。
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引用次数: 0
The Effect of Investor Attention on Fraud Discovery and Value Loss in Securities Class Action Litigation 证券集体诉讼中投资者关注对欺诈发现和价值损失的影响
Pub Date : 2020-03-11 DOI: 10.2139/ssrn.3028224
A. Abdulmanova, Stephen P. Ferris, Narayanan Jayaraman, Pratik Kothari
We examine the effect of investor attention on value loss due to securities class action lawsuits and fraud discovery. We find that investor attention is positively associated with damage to corporate reputation and the magnitude of value losses suffered by the defendant firm. The reputational damages to the defendant firms with higher investor attention are evident from poor operational performance and lower institutional ownership post-filing. Investor attention is positively associated with the diffusion of information regarding fraud and also accelerates lawsuit filing. The effects of investor attention, however, are not subsumed by the severity of the fraud. Our results are robust to a battery of tests that addresses selection and endogeneity concerns.
我们研究了投资者关注对证券集体诉讼和欺诈发现所导致的价值损失的影响。我们发现,投资者的注意力与被告公司声誉受损和价值损失程度呈正相关。对投资者关注度较高的被告公司的声誉损害表现在诉讼后较差的经营业绩和较低的机构所有权。投资者的关注与欺诈信息的传播呈正相关,也加速了诉讼的提起。然而,投资者关注的影响并不包括在欺诈的严重程度之内。我们的结果是稳健的电池测试,解决选择和内生性问题。
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引用次数: 4
SEC Regulations and Firms SEC法规和公司
Pub Date : 2020-03-01 DOI: 10.2139/ssrn.3625115
Xi Wu
This study examines the effect of SEC regulations on firm valuations and corporate policies over the past 50 years. I build a time-varying and industry-specific measure of SEC regulatory restrictions, based on the universe of effective SEC rules and machine-learning relevance of the regulations to each industry. My identification strategy uses a generalized difference-in-differences design, exploiting the staggered nature of large changes in SEC regulatory restrictions across industries. I find that firms increase their demand for compliance employees following increases in regulatory restrictions, suggesting heightened regulatory burdens. At the same time, the affected firms experience increases in valuation and operating performance. The effects are asymmetric, where regulations have stronger impacts than deregulations. The results are consistent with increased regulatory burdens pushing out weaker companies, which increases the market power of other firms. Following increases in SEC restrictions, underperforming firms are more likely to exit the market, leading to more concentrated industries.
本研究考察了过去50年美国证券交易委员会法规对公司估值和公司政策的影响。我建立了一个时变的和特定于行业的SEC监管限制措施,基于有效的SEC规则和机器学习与每个行业法规的相关性。我的识别策略使用了一种广义的差异中的差异设计,利用了SEC监管限制在各行业中发生重大变化的交错性质。我发现,随着监管限制的增加,企业对合规员工的需求增加,这表明监管负担加重。与此同时,受影响的公司在估值和经营业绩方面都有所提高。这种影响是不对称的,监管比放松监管的影响更大。这一结果与日益加重的监管负担将实力较弱的公司挤出市场相一致,这增加了其他公司的市场支配力。随着证券交易委员会限制的增加,表现不佳的公司更有可能退出市场,导致行业更加集中。
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引用次数: 4
The Transmission of Bank Capital Requirements and Monetary Policy to Bank Lending 银行资本要求和货币政策对银行贷款的传导
Pub Date : 2020-02-28 DOI: 10.1111/ROIE.12500
Björn Imbierowicz, Axel Loeffler, U. Vogel
We investigate the transmission of changes in bank capital requirements and supranational monetary policy, and their interaction effect, on euro area bank lending and lending rates. Our results show that - for weakly capitalized banks - increases in capital requirements are in the short-run associated with a decrease in the total of domestic and cross-border bank lending. In addition, we find that there is no similar effect of capital requirements for strongly capitalized banks. Furthermore, changes in the monetary policy stance are positively related to lending rates. Regarding the interacting effect of national capital requirements and supranational monetary policy, we observe that increases in capital requirements attenuate the general effects of monetary policy on interest rates. Overall, the transmission of an accommodating monetary policy to lending rates is attenuated by contemporaneous increases in bank capital requirements which additionally imply a transitory decrease of the loan growth of weakly capitalized banks.
我们研究了银行资本要求和超国家货币政策变化的传导,以及它们对欧元区银行贷款和贷款利率的相互作用。我们的研究结果表明,对于资本薄弱的银行来说,资本要求的增加在短期内与国内和跨境银行贷款总额的减少有关。此外,我们发现资本充足的银行没有类似的资本要求效应。此外,货币政策立场的变化与贷款利率正相关。关于国家资本要求和超国家货币政策的相互作用,我们观察到资本要求的增加减弱了货币政策对利率的总体影响。总的来说,宽松的货币政策对贷款利率的传导被银行资本要求的同时增加所减弱,这另外意味着资本薄弱的银行的贷款增长暂时减少。
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引用次数: 15
Hedge Fund Regulation, Performance, and Risk-Taking: Re-Examining the Effect of the Dodd-Frank Act 对冲基金监管、业绩和风险承担:重新审视多德-弗兰克法案的影响
Pub Date : 2020-02-20 DOI: 10.2139/ssrn.3541916
Fernán Restrepo
This paper examines the effect of the Dodd-Frank Act (“Dodd-Frank”) on the profits and risk-taking of the hedge fund industry. Dodd-Frank subjects most hedge funds to government inspections, requires them to register with the Securities and Exchange Commission (“SEC”), and imposes a number of disclosure and compliance obligations. According to the SEC and other authorities, these measures were intended to protect investors from misrepresentation of fund performance and increase the control of systemic risk; but the industry opposed the law, claiming that compliance costs would substantially affect the profitability of the industry and that the new obligations were unnecessary given the relatively sophisticated nature of hedge fund investors. The empirical evidence on the effect of Dodd Frank on profitability and risk-taking, however, is limited. This paper, therefore, contributes to filling this gap. The results show that, relative to a control group of funds that were already regulated or largely exempted from regulation, the newly regulated funds experienced a significant decrease in reported profits but not in risk (as proxied by volatility). The funds that became subject to the obligation to file Form PF (a new form created as part of the implementation of Dodd-Frank, which focuses on performance and volatility data) actually experienced a decrease in risk, but this result should only be interpreted as suggestive given some limitations of the data. In addition, the analysis suggests that the decline in reported profits among the newly regulated funds was not driven by compliance costs, as predicted by the industry. Rather, the results indicate that the decline can be reasonably attributed to greater conservativism in financial reporting. Taken together, the results contradict some commentators’ suggestion that the reduction in reported returns following Dodd-Frank represents a “partial government failure.”
本文考察了多德-弗兰克法案(“多德-弗兰克”)对对冲基金行业利润和风险承担的影响。多德-弗兰克法案要求大多数对冲基金接受政府检查,要求它们在美国证券交易委员会(SEC)注册,并规定了一系列披露和合规义务。根据SEC和其他当局的说法,这些措施旨在保护投资者免受基金业绩的虚假陈述,并加强对系统性风险的控制;但该行业反对这项法律,声称合规成本将严重影响该行业的盈利能力,而且鉴于对冲基金投资者相对复杂的性质,新的义务是不必要的。然而,有关《多德-弗兰克法案》对盈利能力和冒险行为影响的实证证据有限。因此,本文有助于填补这一空白。结果表明,相对于已经受到监管或基本上不受监管的基金对照组,新受到监管的基金报告利润显著下降,但风险(以波动率为代表)没有下降。那些必须提交PF表格(一种新表格,是多德-弗兰克法案实施的一部分,主要关注业绩和波动性数据)的基金实际上经历了风险的降低,但考虑到数据的一些局限性,这一结果只能被解释为暗示。此外,分析表明,新受监管的基金报告利润的下降,并非像业内预测的那样,是合规成本造成的。相反,结果表明,这种下降可以合理地归因于财务报告中更大的保守主义。综上所述,这些结果与一些评论人士的说法相矛盾,他们认为多德-弗兰克法案后报告收益的减少代表了“部分政府的失败”。
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引用次数: 1
Should State Governments Prohibit the Negotiated Sales of Municipal Bonds? 州政府是否应该禁止协商出售市政债券?
Pub Date : 2019-12-22 DOI: 10.2139/ssrn.3508342
Darío Cestau, R. Green, Burton Hollifield, N. Schürhoff
Should legislation ban the negotiated sales of municipal bonds? What are the costs of forcing public auctions? We compare the offering yields of local governments that are forced by state law to use public auctions to the offering yields of local governments that can choose between auctions and negotiated sales. Using a sample of 369,482 school bonds issued between 2004 and 2014, we find that a restriction on negotiated sales has a negative cost instead of positive. The prohibition benefits issuers on average. The offering yields of constrained issuers are 17 basis points lower than the offering yields of unconstrained issuers. The effect is equivalent to a rating upgrade from non-rated to AA-. Nevertheless, most issuers prefer to use negotiated sales even if they do not maximize bond proceeds.
应该立法禁止协商出售市政债券吗?强制公开拍卖的成本是什么?我们比较了受州法律强制进行公开拍卖的地方政府的发行收益与可以在拍卖和协商销售之间进行选择的地方政府的发行收益。利用2004年至2014年间发行的369,482份学校债券的样本,我们发现对协商销售的限制具有负成本而不是正成本。平均而言,这一禁令对发行人有利。受约束发行人的发行收益率比不受约束发行人的发行收益率低17个基点。其效果相当于评级从非评级上调至AA-。然而,大多数发行人宁愿采用协商销售,即使他们不最大化债券收益。
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引用次数: 6
SEC Scrutiny Shopping SEC审查购物
Pub Date : 2019-12-01 DOI: 10.2139/ssrn.2627760
Paul Calluzzo, Wen Wang, S. Wu
Abstract We examine whether firms exploit enforcement heterogeneity in response to a heightened risk of investigation by regional Securities and Exchange Commission (SEC) enforcement offices. We find that firms facing high SEC scrutiny risks are more likely to relocate outside the jurisdiction of the SEC regional office. The likelihood of out-of-SEC relocation becomes at least two times higher after exogenous shocks to local SEC enforcement. High scrutiny-risk firms tend to migrate to regions with weaker SEC enforcement history and regions with more peers engaging in misbehavior. Scrutiny shopping is more salient for firms with lower costs of relocation.
摘要我们研究了公司是否利用执法异质性来应对区域证券交易委员会(SEC)执法办公室调查的高风险。我们发现,面临高SEC审查风险的公司更有可能搬迁到SEC区域办事处管辖范围之外。在当地SEC执法受到外部冲击后,迁往SEC以外的可能性至少增加了两倍。高审查风险的公司倾向于迁移到证券交易委员会执法历史较弱的地区和有更多同行从事不当行为的地区。对于搬迁成本较低的公司来说,审查购物更为突出。
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引用次数: 6
Corporate Governance and Ethical Culture: Do Boards of Directors and Ownership Structure Mattter? 公司治理与道德文化:董事会和股权结构重要吗?
Pub Date : 2019-11-15 DOI: 10.2139/ssrn.3488061
Alexandre Di Miceli da Silveira
A poor ethical culture has been considered one of the reasons for the emergence of many corporate governance scandals. In this paper, I investigate the link between two corporate governance mechanisms – the composition of the board of directors and ownership structure – and ethical culture for a sample of Brazilian companies. My measure of ethical culture is based on a text analysis of around 50,000 employee reviews posted at Glassdoor for around 1,400 terms associated with five ethical dimensions: organizational trust, ethical leadership, benevolent orientation, empathy, and speaking out & efficacy. I find partial support, though far from conclusive, for the hypotheses that a higher ratio of independent directors or of women on boards is associated with better ethical culture. My clearest results refer to a corporate governance feature little discussed in the literature: the percentage of directors appointed by minority shareholders. In this case, all specifications show a strong negative relationship between the percentage of such directors and ethical culture. As minority directors are usually appointed by institutional investors, one conjecture is that the short-term horizon of some institutional investors could lead these directors to prioritize short-term profits instead of focusing on building an ethical culture whose benefits would be mostly reaped over the longer term. Other variables related to the board of directors and ownership structure, such as ownership concentration and the identity of the shareholder of reference, were not significant in explaining ethical culture. To my knowledge, this is the first paper to document a link between ethical culture and corporate governance mechanisms.
不良的道德文化被认为是许多公司治理丑闻出现的原因之一。在本文中,我以巴西公司为样本,研究了两种公司治理机制——董事会组成和所有权结构——与道德文化之间的联系。我对道德文化的衡量是基于对Glassdoor上发布的约5万名员工评论的文本分析,这些评论涉及五个道德维度:组织信任、道德领导、仁慈导向、同理心、直言不讳和有效性。独立董事或女性董事比例较高与更好的道德文化相关的假设,我找到了部分支持(尽管远非结论性的)。我得出的最清晰的结果,是指一个在文献中很少讨论的公司治理特征:由小股东任命的董事比例。在这种情况下,所有规范都显示出此类董事的比例与道德文化之间存在强烈的负相关关系。由于少数股东董事通常由机构投资者任命,一种猜测是,一些机构投资者的短期眼光可能会导致这些董事优先考虑短期利润,而不是专注于建立一种道德文化,这种文化的好处将主要在长期内获得。其他与董事会和股权结构相关的变量,如股权集中度和参考股东的身份,在解释道德文化方面并不显著。据我所知,这是第一篇记录道德文化与公司治理机制之间联系的论文。
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引用次数: 0
An Empirical Study of the Option Pricing Formula with the Underlying Banned from Short Sell 标的禁止卖空期权定价公式的实证研究
Pub Date : 2019-10-30 DOI: 10.2139/ssrn.3478355
Mesias Alfeus, Xin‐Jiang He, Song‐Ping Zhu
Short sell bans are often imposed during a financial crisis as a desperate measure to stabilize financial markets. Yet, the impact of short sell bans on option pricing and hedging is not well quantitatively studied until very recently when Guo and Zhu (2017) and He and Zhu (2018) formulated a new pricing framework with the underlying being either completely or partially banned from short selling. However, no empirical results were provided to substantiate the usefulness of the formulae, as well as to deepen our understanding on the effects of short sell bans. This paper provides a comprehensive empirical study on the effects of short sell bans to the standard option pricing theory by carrying out both cross-sectional and options time series model calibration of the model devised by He and Zhu (2018). Overall, our empirical results indicate that the alternative option pricing formula considering short sell restrictions has the ability to capture highly-quoted implied volatility, with an evident improvement of 39% out-of-sample performance compared to the benchmark Black-Scholes model during the period of short sell ban.
卖空禁令通常是在金融危机期间实施的,作为稳定金融市场的孤注一掷的措施。然而,卖空禁令对期权定价和套期保值的影响并没有得到很好的定量研究,直到最近,Guo和Zhu(2017)以及He和Zhu(2018)制定了一个新的定价框架,标的完全或部分被禁止卖空。然而,没有提供实证结果来证实公式的有用性,以及加深我们对卖空禁令影响的理解。本文通过对He和Zhu(2018)设计的模型进行横断面和期权时间序列模型校准,对卖空禁令对标准期权定价理论的影响进行了全面的实证研究。总体而言,我们的实证结果表明,考虑卖空限制的替代期权定价公式具有捕获高报价隐含波动率的能力,与基准Black-Scholes模型相比,在卖空禁令期间,其样本外性能明显提高39%。
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引用次数: 3
Simultaneous Debt-Equity Holdings and The Resolution of Financial Distress 债务-股权同时持有与金融危机的解决
Pub Date : 2019-09-30 DOI: 10.2139/ssrn.3216923
Yongqiang Chu, Ha Diep-Nguyen, Jun Wang, Wei Wang, Wenyu Wang
Constructing a comprehensive data set of financially distressed firms that restructured their debts from 2000-2014, we find that firms with financial institutions’ debt-equity simultaneous holdings are more likely to restructure out of court than to file for bankruptcy. The effect is stronger when loans are over-secured and when the expected bankruptcy costs are larger. We use mergers of financial institutions and instrumental variable estimations to establish causality. Firms with simultaneous holdings experience higher stock returns and are not more likely to reenter into financial distress. The evidence suggests that the mitigation of shareholder-creditor conflicts results in cost-effective resolutions of financial distress.
通过构建2000-2014年进行债务重组的财务困境企业的综合数据集,我们发现拥有金融机构债务-股权同时持有的企业更有可能进行庭外重组,而不是申请破产。当贷款被过度担保和预期破产成本更高时,这种效应会更强。我们使用金融机构合并和工具变量估计来建立因果关系。同时持有股票的公司会获得更高的股票回报,而且不太可能再次陷入财务困境。证据表明,缓解股东与债权人之间的冲突能够以成本效益高的方式解决财务困境。
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引用次数: 12
期刊
Corporate Law: Law & Finance eJournal
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