This study investigates whether tax-based proprietary costs associated with being a public firm (i.e., costs resulting from increased visibility to the tax authority) discourage public listing. I exploit the introduction of a mandatory disclosure requirement (FIN 48) which generated a signal to the government regarding the uncertainty of public firms’ tax positions, allowing for more carefully targeted audits. I hypothesize and find evidence of an increased propensity to go private by public, tax aggressive firms following the enactment of the disclosure rule but prior to its adoption. Cross-sectionally, the effect is stronger among firms that are more sensitive to tax-based proprietary costs. Moreover, IPOs by tax aggressive firms exhibit a relative decline after FIN 48, consistent with the disclosure requirement deterring private, tax aggressive firms from going public. Overall, my findings suggest that mandatory disclosure rules imposing tax-based proprietary costs may discourage some firms from operating as public entities.

ABSTRACT I study the effects of CEOs' unrealized capital gains tax liabilities (tax burdens) on corporate risk-taking. Recent work suggests that high tax burdens discourage CEOs from selling stock. I hypothesize that this causes the executives to become overexposed to firm-specific risk, thereby reducing their willingness to make risky corporate decisions. In a series of tests, I find that corporate risk-taking decreases as CEOs' personal tax burdens increase. Further, firms with CEOs who are more locked-in to their stock positions (i.e., CEOs with higher tax burdens) experience larger increases in risk-taking following federal and state tax cuts. When I investigate the mechanism behind this relation, I find that tax cuts trigger stock sales by the locked-in executives, allowing for improved diversification. Overall, my findings indicate that the personal tax burdens of CEOs affect the firm by reducing executives' preferences for risk at the corporate level. JEL Classifications: G32; H24; J33; M52.

This paper examines whether and when the information environment of peer firms in an industry affects the cost of capital for other firms in the industry. We predict and find that the peer information environment is negatively associated with a firm's cost of capital when there is less publicly available firm-specific information and this negative association shrinks as the amount of firm-specific information increases. This paper provides evidence that information about peer-firms has externalities on the cost of capital for related firms and that these externalities are time-varying.

This study examines the effect of corporate tax enforcement on managerial self-dealing, with a focus on manipulated gifts of insider stock. Prior work suggests that managers employ a variety of manipulative techniques to maximize their personal tax benefits from donating corporate stock, such as strategically timing gifts based on private information and fraudulently backdating gifts to the date with the highest price. Building on prior literature suggesting that the tax authority can discipline managerial misconduct, we hypothesize that IRS scrutiny from a corporate tax audit raises managers' perceived risk of detection, who refrain from making manipulated stock gifts while the firm is under audit. Using a novel, firm-specific measure to identify firms under audit, we find direct evidence that heightened scrutiny from tax enforcement serves as an effective monitoring mechanism and reduces managers' self-dealing behavior.

ABSTRACT We investigate whether managers internalize the spillover effects of their disclosure on the stock price of related firms and strategically alter their disclosure decisions when doing so is beneficial. Using data on firm‐initiated disclosures during all‐cash acquisitions, we find evidence consistent with acquirers strategically generating news that they expect will depress the target's stock price. Our results suggest the disclosure strategy leads to lower target returns during the negotiation period when the takeover price is being determined and results in a lower target premium. These findings are robust to a battery of specifications and falsification tests. Our results are consistent with expected spillovers influencing the timing and content of firms’ disclosures in M&A transactions.

We study the role of litigation risk in M&A valuations. Specifically, we hypothesize that litigation risk leads to strategic valuations in fairness opinions (FOs) obtained in M&A transactions. Employing a regulatory shock to merger litigation risk and focusing on the most common valuation techniques – peer firm comparables and DCF analysis – we find that target-sought FOs exhibit lower valuations when litigation risk is high. The effect is concentrated in deals with greater agency conflicts between target management and outside shareholders. Furthermore, downward-biased valuations reduce appraisal litigation but are also associated with lower premiums. In contrast to prior work suggesting that target-sought FOs are used to negotiate a higher takeover price, our findings imply that they are used, at least in part, to mitigate litigation risk and facilitate successful deal completion. Our findings are relevant to academics, practitioners, and regulators interested in M&A price formation, and highlight the role litigation plays therein.

ABSTRACT We explore whether firms internalize the product market concerns of their economically linked peers by examining merger and acquisition decisions in the context of customer–supplier relations. Given the extensive transfer of capital, knowledge, and information between merging parties, we hypothesize that customers’ competition concerns discourage their suppliers from engaging in vertically conflicted transactions (i.e., acquisitions of their customers’ rivals or suppliers to those rivals). Consistent with our hypothesis, we find that suppliers are less likely to engage in such transactions when their customers are subject to higher product market competition. Moreover, the effect is more pronounced when suppliers and customers have greater relationship‐specific investments and when customers face heightened proprietary information concerns. Using plausibly exogenous variation in common ownership between customers and their rivals as a shock to customers’ competition concerns, we conclude that the link between customers’ competition concerns and supplier acquisitions is likely causal. Our findings suggest that firms alter their investment and strategic decisions in response to the product market competition concerns of their economically related peers.

ABSTRACT We hypothesize that prior evidence of target shareholder capital gains tax liabilities affecting acquisition features is driven by the tax liabilities of the target firm CEO. To test this, we estimate CEOs' capital gains tax liabilities for a large sample of acquisitions and examine the effects of such liabilities on acquisition outcomes. Results indicate that the previously documented positive relations between shareholder-level capital gains tax rates and (1) the likelihood of a nontaxable acquisition (Ayers, Lefanowicz, and Robinson 2004), and (2) acquisition premiums (Ayers, Lefanowicz, and Robinson 2003) are largely driven by CEO tax effects. We also find evidence consistent with (1) CEOs' tax incentives leading to potential agency conflicts under certain conditions, and (2) acquisition structure or premium being adjusted in response to CEOs' taxes depending on the alternatives available to the acquirer. Our study contributes to our understanding of what and whose taxes affect acquisition structure and value. JEL Classifications: G34:, H24; H32: J33; M52.

ABSTRACT We study the use of generative AI for firm‐specific financial analysis on the Seeking Alpha platform. After the initial launch of ChatGPT in November 2022, the share of AI‐generated articles rose sharply to 13.5% of all articles, then declined in late 2023 after Seeking Alpha equated the use of AI to plagiarism and announced a prohibition on its use. We organize our study around two questions: (1) Does AI use increase author productivity? and (2) does AI use have capital market consequences and ultimately affect the informational landscape? We find that authors who adopt AI become more productive, publishing more articles and covering more new firms than non‐adopters. Findings on AI article informativeness are more nuanced. On average, AI articles are less informative than human‐written articles, eliciting smaller trading volume and abnormal return responses. However, AI use leads to increased firm coverage and in turn to improved liquidity and faster price discovery. Our findings suggest that, while AI‐generated articles are currently perceived as less informative than human‐written articles, their comparatively low cost enables increased firm coverage and thereby improves the overall informational landscape.