Knowledge that Transforms

We examine the relation between board risk oversight and environmental and social (E&S) performance. Our study is motivated by heightened awareness of E&S risks and growing calls for their inclusion in the purview of board risk oversight. Using a novel proprietary dataset on board risk oversight for an international sample, we find that firms with more extensive board risk oversight are more likely to institute E&S compensation, set environmental (but not social) targets, adopt policies that address E&S risks and opportunities, and issue an E&S report. Our exploratory evidence also shows that more extensive board risk oversight is associated with better environmental outcomes, specifically lower monetized environmental costs, but worse social outcomes, namely lower monetized employee benefits and a higher likelihood of social risk incidents. Our results suggest that risk oversight is analogous to a constrained optimization problem whereby risk exposures are prioritized and receive different degrees of oversight consideration by the board.

Investors in financial markets are often uncertain about the relationship intensity between firms and have to rely on firms’ disclosure of such relationship intensity. We analytically study the asset pricing implications of this relationship intensity uncertainty and how such uncertainty affects firms’ incentives to form and disclose their relationship intensities (i.e., the real implications). We find that while such disclosure has a positive price impact by increasing the expected cash flow, it also has a negative impact by reducing the diversification benefit of investing in multiple firms that have more correlated cash flows. The price impact upon relationship intensity disclosure is therefore not monotone: it increases with the expected benefit of relationship and decreases with the risk of the underlying relationship. Our analysis implies that mandatory disclosure of firm relationship intensities may both destroy relationship development and reduce investor welfare, i.e., has adverse real consequences.

I examine whether and how foreign bank branch participation in U.S. loan syndicates influences loan contract design. I predict that foreign bank branches’ dollar funding liquidity risk and information frictions increase renegotiation costs and affect loan contract design. I find that loan contracts with greater foreign bank branch participation include fewer flexibility-reducing covenants, such as capital expenditure and balance sheet covenants, that restrict borrowers from making positive net present value investments. I document similar results using matched sample and plausibly exogenous variation in foreign bank branch participation. Additionally, loan contracts with greater foreign bank branch participation are more likely to feature split control rights, which give banks in revolving lines of credit the exclusive right to renegotiate. In contrast, foreign bank branches are more likely to be included in covenant-lite term loans. Overall, I show that foreign bank branch participation affects U.S. syndicated loan contract design through renegotiation costs.

Tax enforcement deters noncompliance, increasing tax revenue, but may also discourage taxpayer investment in activities that policymakers aim to incentivize through tax credits and deductions. This paper investigates this investment-revenue trade-off through the lens of the research and development (R&D) tax credit, a federal tax incentive that is highly scrutinized by the Internal Revenue Service (IRS). My results suggest that expectations about IRS corporate tax scrutiny are negatively associated with both R&D tax credits and R&D investment, on average. I estimate each $1 of aggregate enforcement spending is associated with a reduction in R&D tax credits of $2.64. In terms of elasticities, a 1 % increase in my estimate of IRS corporate tax scrutiny is associated with a decline in R&D tax credits and R&D investment of 0.4 % and 0.2 %, respectively. A survey of 116 managers further supports that the risk of IRS scrutiny affects both R&D tax credit take-up and R&D investment decisions. Moreover, both the survey responses and archival evidence underscore the importance of internal information quality in claiming R&D tax credits, suggesting tax policy simplification as a means to address enforcement-related declines in R&D investment.

We examine the effect of fair value standards on firms' litigation risk. The discretion required by fair value allows plaintiffs to “second guess” managers' judgments, potentially increasing litigation risk. Alternatively, the complexity of fair value may decrease litigation risk if it's more difficult to demonstrate scienter. Our evidence suggests firms that rely more on fair value standards are relatively less likely to be sued. We find no evidence of a relation between fair value and the risk of misstatements or fraud, but do find evidence of a slight increase in firms' litigation risk via an increase in volatility. However, the primary effect of fair value standards in reducing litigation risk dominates the volatility effect. Finally, we find average litigation rates increase after the passage of new standards, but less so for fair value standards. On balance, our evidence suggests fair value is a relatively low litigation risk area in GAAP.

This paper examines the role of personal income taxes on multinationals' corporate tax-induced profit shifting. As mandated in most OECD countries, firms need economic substance in low corporate-tax countries to justify profit shifting to these countries. Because high personal income taxes raise labor costs and thus the cost of providing economic substance, we predict that personal income taxes mute profit shifting. Using data from 26 European countries, we find that personal income taxes substantially reduce profit shifting to low corporate-tax jurisdictions, particularly when parent countries impose strict substance requirements. We also find that firms use employees to justify economic substance and that the effect of the personal income tax is related to its incidence falling partly on firms. Our results show important interactions between personal and corporate income taxes that reduce multinationals’ profit-shifting activities when substance requirements are implemented as in the European Union or many OECD countries.

We examine the effect of disclosure requirements on managers' stock repurchase decisions. In 2003, the SEC amended Rule 10b-18, significantly increasing the disclosure requirements for and transparency of stock repurchases for all issuers. While stock repurchases are often used by firms to efficiently return capital to shareholders, they can also be used opportunistically to increase earnings per share. We find that the 2003 SEC amendment enables investors to detect and discount opportunistic repurchases, curtails the extent to which firms use opportunistic repurchases, and reduces or eliminates the negative real effects stemming from opportunistic repurchases (reduced employment, reduced capital expenditures, and reduced R&D expenditures). Our evidence suggests that disclosures aimed at increasing the transparency of firms’ activities can significantly reduce the extent to which firms use these activities opportunistically to manage earnings, thereby reducing the accompanying real consequences of opportunistic behavior.

This study investigates how CEOs' experience of natural disasters and severe disease outbreaks in their formative years influences their firms' responses to the COVID-19 pandemic in the United States. We observe that firms whose CEOs experienced disease outbreaks akin to COVID-19 early in their lives demonstrated more conservative responses to the emergence of the COVID-19 in late February 2020, notably through a substantial slowdown in capital expenditure growth. Moreover, firms led by CEOs with early-life disease experience exhibit a more negative tone in their corporate disclosures and heightened pessimism in their earnings forecasts following the COVID-19 outbreak. These effects are more pronounced for firms in industries that were hit hard by the pandemic. Our findings suggest that severe events early in life leave indelible imprints on memory, thereby impacting CEOs’ decision-making when managing similar crises in their professional careers.

We examine whether CEOs use share repurchases to sell their equity at inflated prices. We document that share repurchases, like equity-based compensation, are affected by the corporate calendar—the firm's schedule of earnings announcements and insider trading restrictions. The corporate calendar can fully explain why share repurchases and equity-based compensation coincide. The alignment with the corporate calendar is stricter in firms with strong internal governance or high external monitoring. When CEOs sell equity, firms are actually less likely to repurchase. Our findings reconcile earlier studies and highlight the importance of the corporate calendar for the timing of share repurchases.