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The wealth of private firm owners following reverse mergers

Journal of Corporate Finance 2016 37, 56-75
I compare the wealth of private firm owners that exit their firms through reverse mergers (RMs) to the wealth that could have been obtained in initial public offerings (IPOs), sellouts, or by remaining private. Private firm owners that use the RM exit mechanism have significantly less post-exit wealth than the wealth that could have been obtained in an IPO. This result is driven by differences in the pre-exit characteristics of firms that choose a RM compared to an IPO (a selection effect), not by use of the RM exit mechanism itself (a treatment effect). The gap between post-exit wealth and the wealth that could have been obtained in an IPO disappears for owners of RM firms whose pre-exit characteristics are sufficiently similar to propensity-score matched IPO firms. The post-exit wealth of RM firm owners is approximately the same as the wealth that could have been obtained in a sellout. The median change in private firm owner wealth as a result of the RM is positive when pre-exit private firm values are inferred from valuations in private–private takeovers. However, the median change in wealth is negative when pre-exit private firm values are obtained from valuations provided in fairness opinions. These conflicting findings appear to be driven by upwardly biased fairness opinion valuations.

Valuations in Corporate Takeovers and Financial Constraints on Private Targets

Journal of Financial and Quantitative Analysis 2017 52(4), 1343-1373 open access
I examine acquisitions of private firms by public acquirers to better understand the effects of financial constraints on the division of economic gains in takeovers. Empirical tests exploit interstate bank branching deregulation, which relaxes financial constraints on private firms and can strengthen their bargaining position in an acquisition. Using a proxy for the degree to which targets depend on acquirers for financing, I find that private targets depend less on acquirers as a result of interstate bank branching deregulation. Relaxing financial constraints on private targets leads to an increase in target valuation multiples and a decrease in acquirer wealth gains.

The Costs and Benefits of Clawback Provisions in CEO Compensation

The Review of Corporate Finance Studies 2015 4(1), 108-154
We analyze the costs and benefits of clawback provisions that enable firms to recover incentive compensation from top management if financials are restated. In a simple contracting model, we find that a clawback provision effectively lengthens the horizon of incentives and curbs misreporting. However, such a provision can add noise to the underlying performance measure, reducing managerial effort and firm value. Our empirical tests support the model’s predictions regarding which types of firms are likely to voluntarily use clawback provisions. We also document that clawback provisions are associated with higher reporting quality, greater CEO pay-for-performance sensitivity, and higher CEO compensation.

How Does Acquisition Experience Affect Managerial Career Outcomes?

Journal of Financial and Quantitative Analysis 2021 56(4), 1381-1407
We use hand-collected data from acquisition press releases to investigate how acquisition experience affects the career outcomes of non-CEO senior managers. To address the non-random nature of gaining experience, we separately use manager and firm-year fixed effects, as well as an instrumental variable analysis. Acquisition experience is positively related to compensation, the likelihood of a future board seat, and the likelihood of promotion to chief executive officer. Further tests suggest that the effects of experience decay over time, have diminishing returns, and do not depend on deal quality. Finally, we search Securities and Exchange Commission filings to document novel information on managerial roles in mergers and acquisitions.

Too much of a good thing? Corporate social responsibility and the takeover market

Journal of Corporate Finance 2022 73, 102172
We examine the relation between corporate social responsibility (CSR) and firm value using the takeover market as an empirical setting. Firms with high or low CSR scores experience a greater likelihood of takeover and lower wealth gains in takeovers relative to firms with moderate policies. These findings indicate that the takeover market acts as a corrective mechanism for firms that over- or under-invest in CSR. Our results are robust to controlling for governance and alternative motivations for mergers and are evident in sub-samples where CSR is arguably more important. Our findings are not driven by poor management of target firms. Overall, the evidence suggests that CSR generally benefits shareholders, however, very high or low CSR scores appear to be harmful.

Timing CEO turnovers: Evidence from delegation in mergers and acquisitions

Journal of Banking & Finance 2021 126, 106095
We examine the role of delegation in predicting CEO successions. Using a novel proxy for delegation in mergers and acquisitions, we find that overall CEO turnover rates are about one third higher following deals where the CEO delegates to a senior manager versus deals with no observable delegation. The delegation-turnover relation is strongest when deals are delegated to heirs apparent, the CEO is older, or the delegation decision is unexpected. Voluntary turnovers are more frequent following delegated deals than non-delegated deals, consistent with delegation signaling an orderly succession. The delegation-turnover relation fades over time while other predictors of turnover such as profitability, CEO age, and the presence of an heir apparent in the corporate hierarchy continue to remain significant up to five years after the deal. Our findings suggest that delegation is unique among our predictors of turnover in the sense that it captures near term orderly successions.

Do board gender quotas affect firm value? Evidence from California Senate Bill No. 826

Journal of Corporate Finance 2020 60, 101526
We examine stock market reactions, direct costs of compliance, and board adjustments to California Senate Bill No. 826 (SB 826), the first mandated board gender diversity quota in the United States. Announcement returns average −1.2% and are robust to the use of multiple methodologies. Returns are more negative when the gap between the mandated number and the pre-SB 826 number of female directors is larger. These negative effects are less severe for firms with a greater supply of female candidates, and for those that can more easily replace male directors or attract female directors. For small firms, the annual direct cost of compliance through board expansion is non-trivial, representing 0.76% of market value. Following SB 826, firms significantly increase female board representation, and the increase is greater for firms in California than control firms in other states.

Reconciling the evidence on board diversity mandates

Journal of Corporate Finance 2025 94, 102838
We examine California Assembly Bill No. 979 (AB 979), the first law mandating racial, ethnic, and other forms of diversity on corporate boards. Conventional t-tests show that stock returns around the enactment of the law are negative, economically large, and statistically significant; returns are more negative for smaller firms and firms with no diverse directors, suggesting higher compliance costs. However, statistical significance disappears after controlling for event date cross-correlation, when comparing returns on event dates to the pre-event distribution of returns, and in multivariate regressions. At least 90 % of firms comply with the first stage of AB 979 and the qualifications of mandated directors are largely similar to those of benchmarks, suggesting compliance costs are low. We also find no evidence that compliance affects firm operating performance. Overall, our results suggest that the diversity mandate has statistically and economically small effects relative to typical variation in stock returns and firm outcomes, which highlights the importance of considering appropriate counterfactuals and examining multiple dimensions when analyzing the impact of such mandates.