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Making honest men of them: Institutional investors, financial reporting, and the appointment of female directors to all-male boards

Journal of Corporate Finance 2023 78, 102334 open access
In this paper, we theorize that dedicated institutional investors are more likely than transient institutional investors to appoint female directors to investee firms with all-male boards, particularly those with high opacity. We conjecture that dedicated investors appoint female directors as a governance mechanism to improve the financial reporting quality of these investee firms. Specifically, we find that through the appointment of female directors, dedicated institutional investors trigger the release of stockpiled negative accounting information, thereby increasing the likelihood of a stock price crash risk. We also show that dedicated investors, through the appointment of female directors, improve investee firms' corporate disclosure environment by decreasing earnings management. Finally, we find that through continued service on investee firms' boards, female directors reduce the future likelihood of a stock price crash.

Debt maturity structure and the quality of risk disclosures

Journal of Corporate Finance 2023 83, 102503
This paper investigates whether a firm's debt maturity structure affects the quality of its risk disclosures. Using a sample of U.S. public firms from 2005 to 2017, we provide robust evidence that a firm's exposure to refinancing risk, measured as the proportion of long-term debt that matures within one year, is positively correlated with the readability and specificity of risk disclosures. This relationship is stronger for firms that have greater concerns over refinancing risk and for firms operating in environments with lower proprietary disclosure costs. In addition, we show that high-quality risk disclosures can help firms mitigate refinancing risk by reducing the cost of future debt financing. Our study extends the current literature on risk disclosures and enhances the understanding of how refinancing risk shapes corporate disclosures.

Collateral shocks and M&A decisions

Journal of Corporate Finance 2023 82, 102433
We find that positive collateral shocks caused by increases in local real estate prices increase firms' propensities to undertake mergers and acquisitions (M&As). This effect is more pronounced for financially constrained and bank-dependent firms. After collateral value appreciation, acquirers issue more bank debt, secured debt, and lines of credit to finance acquisitions and show a preference for cash offer over equity offer to finance M&As. M&As driven by positive collateral shocks create value for acquiring shareholders in the long-run by avoiding overpayments, and generating synergies. Overall, our findings highlight the importance of the collateral channel in affecting the propensity and performance of M&A deals.

The signaling role of trade credit: Evidence from a counterfactual analysis

Journal of Corporate Finance 2023 80, 102414
We quantify the signaling effect of trade credit on bank credit in a sample of US firms. Our identification strategy relies on the signaling model by Biais and Gollier (1997) and accounts for the endogeneity due to the possibility of self-selection and the simultaneity between banks’ and firms’ credit decisions. We find that: (i) firms’ self-select into trade credit; (ii) firms’ decision to use trade credit results in a higher chance of obtaining bank credit and a lower cost than the counterfactual ones they would have faced if not using trade credit.

Pandemics and financial development: A lesson from the 1918 influenza pandemic

Journal of Corporate Finance 2023 83, 102498 open access
This paper examines the long-lasting impact of one of the deadliest pandemics in history on present-day financial development. Based on the variation in the severity of the 1918 influenza pandemic (Spanish flu) across the regions within Italy and the variation across 34 countries, we find that people living in the regions with higher historical death rates are associated with a lower level of present-day trust. As a result, firms in these regions face more financial obstacles and have greater difficulty in accessing both bank loans and trade credit. Furthermore, households in these regions display a lower take-up of credit cards and mortgages. They also use Fintech services less. Because laboratory results suggest that an avian H1N1 virus can form clear plaques at a lower temperature, we instrument the death rates with the temperature in autumn of 1918, and find the results remain consistent, confirming the causal link between the severity of the 1918 flu pandemic and present-day financial development.

Managers' cultural origin and corporate response to an economic shock

Journal of Corporate Finance 2023 80, 102412 open access
We exploit the exogenous Covid-19 shock in a bicultural area of Italy to identify cultural differences in the way companies respond to economic shocks. Firms with managers of diverse cultural backgrounds resort to different forms of government aid, diverge in their investment decisions, and have different growth rates. These findings are consistent with cultural differences in time preferences and debt aversion. Specifically, we find that the response of managers belonging to a more long-term oriented culture is characterized by a lower recourse to debt, more investments and higher growth rates. Overall, our results show that the cultural origin of managers significantly affects firms' reaction to economic shocks and real economic outcomes.

The anatomy of corporate securitizations and contract design

Journal of Corporate Finance 2023 81, 102195
Collateralized loan obligations (CLOs), intermediaries situated between investors and traditional banks, play an increasingly central role in the provision of credit to constrained corporations, holding as much as 75% of all new institutional leveraged loans. Despite their ascendancy in the risky corporate credit market, there has been little academic research on the CLO market. This paper provides a comprehensive overview of the design and structure of the CLO market, describing the general macroeconomic milieu that has facilitated the rapid growth of the market, the mechanics therein, as well as recent risks that have emerged. Understanding the anatomy and dynamics of CLOs is paramount for developing insights into the role of non-bank financial intermediaries in financial markets.

Innovation beyond firm boundaries: Strategic alliances and corporate innovation

Journal of Corporate Finance 2023 80, 102418
In this paper, we empirically analyze how strategic alliances affect the innovation output of the firms forming the alliance. We find a positive effect of R&D-related strategic alliances on corporate innovation, as measured by the quantity and quality of patents filed. This effect is stronger for firms led by CEOs with higher general managerial skills, firms with greater experience from earlier alliances, and firms operating in R&D-intensive industries. Furthermore, the innovation-fostering effect of strategic alliances is more pronounced if alliance partnering firms share a common institutional blockholder or have a higher degree of technological proximity. We also document, for the first time in the literature, a unique contractual mechanism through which firms share the benefits of innovation with their alliance partners, namely, “co-patenting.”

Firms’ rollover risk, capital structure and unequal exposure to aggregate shocks

Journal of Corporate Finance 2023 80, 102416
We examine how debt rollover risk affects firms’ capital structure following aggregate profitability shocks. Exploiting plausibly exogenous variation in perceived exposure to the Covid-19 pandemic, we find firms that are highly exposed to both rollover risk and aggregate shocks significantly raise leverage, compared to less exposed firms. The effect is amplified when regulators provide liquidity support to debt markets. Higher exposure to both risks, and consequent increase in leverage, leads to substantially diminished distance to default. We show the increase in leverage is consistent with standard trade-off theory, suggesting equity-holders tolerate a lower distance to default as long as cash flows received in continuation exceed that received in bankruptcy. Overall, our findings highlight how financial constraints can meaningfully affect firm policies following negative economic shocks.

CEO tournament incentives and corporate debt contracting

Journal of Corporate Finance 2023 78, 102320 open access
This study examines the relation between CEO tournament incentives, proxied by the difference between CEO pay and the median pay of the senior executives of a given firm, and corporate debt contracting. We find negative relations between CEO pay gap and the cost of debt and default risk, and a positive relation between CEO pay gap and debt maturity. Further analysis indicates that the results are stronger for firms with near-retirement CEOs, which are more likely to run CEO tournaments. Our evidence suggests that creditors view tournament incentives favorably and are willing to provide better debt terms.