Knowledge that Transforms

This paper examines the role of financial policy as a catalyst for organizational change. The subject is Sealed Air Corporation, a company with substantial free cash flow that undertakes a leveraged special dividend. While the stock price response to announcement is typical, Sealed Air exhibits dramatic, sustained, post-dividend performance improvement. Evidence indicates this performance results from managers' conscious and successful use of financial leverage as a tool to disrupt the status quo and promote internal change, including establishing a new objective, changing compensation systems, and reorganizing manufacturing and capital budgeting processes.

We study the effects of barriers to capital flows using data from the Stock Exchange of Thailand, which segments local and foreign trading of securities that have reached foreign ownership limits. Cross-sectional differences between local and foreign prices are correlated with proxies for the severity of foreign ownership limits, liquidity, and information availability. Time-series variability in the spread between local and foreign returns is consistent with differences in risk exposures and expected risk premiums, suggesting effective capital market segmentation. The results have numerous implications for portfolio and direct investment activity in developing countries.

This study provides evidence on quotations and bid-ask spreads in the wholesale foreign exchange market, and introduces a method to document variation in the placement of quotes relative to asset value. I find that spreads widen with proxies for inventory-carrying costs, including forecasts of price risk and a measure of liquidity costs. Increases in spreads before nontrading periods can also be attributed to inventory costs. The location of currency quotes in relation to value is not constant, and the outcome of hypothesis tests regarding changes in currency value can be sensitive to allowances for variation in quote location.

This paper examines differences in stock price reactions following voluntary capital injections by commercial banks and involuntary capital injections required to meet regulatory capital requirements. Empirical tests document that stock price declines associated with voluntary common stock issues are significantly greater than those associated with involuntary common stock injections, consistent with Ross (1977). Empirical test also confirm that for both voluntary and involuntary stock issuances, the abnormal stock price reaction is negatively related to the relative size of the offering and positively related to managerial ownership prior to the security issue, although these relationships are stronger for voluntary issues.

When financial markets are imperfect or financial distress is costly, firms may choose to reduce their risk by lowering financial or operating leverage. This paper examinines the role of operating leverage in the firm's pension choice. Contributions to defined contribution plans are more flexible than contributions to defined benefit plans. Firms may therefore reduce their operating leverage by selecting a defined contribution plan. I find empirical support for this hypothesis which is robust to controls for labor market factors and the continuing trend toward defined contribution pension plans.

Financing a multinational subsidiary by intra-firm parent debt has the advantage that while interest payments on the debt are tax deductible, there are no offsetting bankruptcy costs. Tax authorities put limits on the rate the parent is allowed to charge since the multinational firm has incentives to exaggerate the interest rate on the intra-firm debt when the foreign corporate tax rate is higher than the domestic rate. Since the interest rate on external debt — which entails potential bankruptcy costs — is determined competitively in the market, this can be used as a benchmark to justify the rate charged on intra-firm debt. We show that the firm would finance the subsidiary partly by intra-firm parent debt and partly by external debt, both of equal seniority, but it sometimes would choose to pay its external debtors in full even when it is not contractually obligated to do so. For any given level of total debt financing, higher corporate tax rates in the foreign country are associated with a larger proportion of debt financing by external debt, higher interest rates and a larger probability of bankruptcy; higher corporate tax rates in the home country are associated with a smaller proportion of debt financing by external debt, lower interest rates and a smaller probability of bankruptcy.

This paper models the maintenance of management quality through the simultaneous functioning of internal and external corporate control mechnism—board dismissals and takeovers. We examine how the information sets of the board and the acquiror are noisily aggregated, and how this affects the behaviour of the board and the acquiror. The board of directors, acting ion shareholders' interests will sometimes oppose a takeover, and this opposition can be good news for the firm. An unsuccessful takeover attempt may be followed by a high rate of management turnover, because a takeover attempt conveys adverse information possessed by the bidder about the manager. If there is a probability that the board is ineffective, then a forced resignation of the manager can be either good or bad news for the firm. A positive effect is predicted to dominate when there is more adverse public information avilable about the manager's performance and when there is a higher ex ante probability that the board is ineffective, for example, of the board is management-dominated rather than outsider-dominated.

Some argue that managers effectively control corporate voting: hence the process is meaningless. Others contend that shareholder voting motivates managers to maximize firm value. We provide evidence on this debate by analyzing the results from a large sample of management-sponsored anti-takeover amendments. Our results do not support the extreme form of either hypothesis. The evidence suggests that shareholder voting is important and indicates the circumstances where voting is most likely to constrain managers. Our results also have implications for the use of voting in political and other non-corporate contexts.

We study the joint distribution of ownership, performance, managerial turnover, and takeover activity at repurchasing firms during a five-year period centered on the repurchase, and compare this to the distribution of these variables for a control sample selected on the basis of size and industry. This evidence illuminates the link between defensive activity and performance, as well as the impact of defensive activity on the experience of firms and managers. We find that the performance of firms that pay greenmail is no worse than the performance of firms of similar size that operate in the same industry, either prior to the repurchase or following the repurchase. The fate of managers at firms that pay greenmail appears to reflect their performance, as does the occurence of takeover activity. The frequency of takeover activity cannot be distinguished from the frequency of takeover activity at firms involved in a 13-D filing. Bid premia appear to be unaffected by the payment of greenmail.