Knowledge that Transforms

Unlike other investments in the U.S., research and development budgets are not depreciated but expensed. Thus, pre-tax reported earnings fluctuate dollar-for-dollar with changes in R&D budgets. Because executives know more about the firm than outsiders, they may adjust R&D budgets in order to manage accounting earnings and stock prices. Discretionary changes in R&D may also reflect managerial incentives, taxes, and free cash flow. We study a panel of 100 U.S. companies with large R&D budgets for the decade between 1977 and 1986. On average, R&D budget adjustments reduce the anticipated gap between analysts' earnings forecasts and reported income. In the cross-section of firms, more gap closure is associated with high trading volume and high business risk. Less earnings management occurs if the CEO and institutional investors own an important fraction of the shares.

Equity finance, raised through a rights issue, is a popular method for funding acquisitions in UK. Acquisitions are often contingent on a number of external factors. This paper uses a binomial asset pricing model to examine the effects on the share price of a company that undertakes an equity rights issue to fund a contingent acquisition. We consider a new equity rights issue instrument called a non-interest bearing convertible unsecured loan stock (NICULS), specifically designed to deal with contingent acquisitions. We develop our model in two stages. First, we assume perfect foresight on behalf of the issuing company and investors and, secondly, we develop a model that relaxes these restrictive assumptions, called a NICULS model. Our preliminary findings based on a case study show that there is a dip in the share price over and above that expected by the dilution effect of the increased number of shares. We interpret this either as a natural consequence of the market's evaluation of the value of the investments for which the funds were raised or as a signal imparted by the company about the future investment opportunities of the company. We have also found that the market's expectation of the success of the acquisition attempt has a direct and significant effect on the observed dip in the share price.

Using a sample of 986 convertible bond issuers of U.S. operating companies during 1975–1990, we document poor stock and operating performance in the years following the offering. The underperformance of stock returns cannot be explained by new issues activity (recent initial public offerings (IPOs) or seasoned equity offerings (SEOs)) or the level of the proceeds. Concurrent with the low subsequent stock returns, we document a rapid decline in the operating performance of the issuers following the offering. Profit margin and return on assets for the issuers are approximately halved in the four years after the convertible bond issue.

We examine the use of dual class stock in Australian second board firms at the time of going public. This setting provides a more powerful test of claims that departures from the `one-share one-vote' rule are a response to incentive problems created when maximizing firm value requires significant commitments of firm specific human capital. We find, relative to a control group, that dual class firms have a higher proportion of their value determined by the expected realization of growth options rather than assets-in-place. Although our conclusions must be tempered by the qualitative nature of much of the evidence, the value of these growth opportunities appears to be highly dependent on the human capital of the founding shareholders. The absence of substitute governance mechanisms further supports the view that insider control is an efficient organizational arrangement for these firms, as does the absence of longer term differences in performance relative to control firms. While dual class stock clearly entrenches insiders, we identify a variety of mechanisms (contractual, institutional and personal) which help to ensure that if control changes occur then any gains are shared equally by both classes of stockholder.

This study examines make or buy decisions for 196 hospitals in the United States using transaction costs as the basis for analysis. We examine the potential effects of quality and economies of scale on these decisions. We find evidence to support the view that transaction costs, quality and economies of scale play an important role in the integration decision and that this role depends on whether the transaction is industry-specific or generic in nature. This study examines the contracting choices of many firms across multiple transactions with a significantly larger data set than previous work in the area.

Data on selling by venture capitalists during the IPOs of their portfolio companies are used to examine the relation between insider selling decisions and reputation. We hypothesize that, in deciding whether to sell, venture capitalists balance the costs of continued managerial/monitoring involvement against the adverse reaction to selling. Further, they facilitate unwinding of investment positions by developing reputations for not selling overpriced shares. Evidence on the timing of IPOs and selling decisions of venture capitalists confirms the importance of reputation as a determinant of the organization of the venture capital market and as a factor affecting insider selling decisions.

To examine the role of executive compensation in corporate acquisition decisions, we compare executive compensation of firms undertaking large acquisitions to a control sample of non-acquirors. Before the acquisitions, we find a positive relation between firm size and compensation for executives of acquirors; we do not find such a relation for non-acquirors. This result suggests an ex ante expectation that larger firm size will result in larger managerial remuneration. Ex post, however, large acquisitions have a small positive effect on total compensation. When we separate good from bad acquisitions, we find that good acquisitions increase compensation, whereas bad acquisitions do not have a positive effect on compensation.

This paper examines a recent financial innovation in corporate bond contracts, referred to as the clawback provision. A clawback provision in debt contracts gives the issuer an option to redeem a specified fraction of the bond issue within a specified period at a predetermined price and with funds that must come from a subsequent equity offering. We argue that issuers use clawback provisions to mitigate the wealth losses that would otherwise occur when new equity is offered. Consistent with the hypotheses, the evidence shows that bond offerings are more likely to include a clawback provision if their issuers are private, have more intangible assets, have fewer liquid assets, and are unregulated. We also estimate the price of clawback provisions and find that yield spreads on bonds with clawback provisions are a median of 86 basis points higher relative to what they otherwise would be.

This paper investigates how firms that made initial public offerings of equity between 1975 and 1984 report earnings. For a sample of 489 firms, we find a positive association between a proxy for income smoothing and firm performance. That is, firms that perform well tend to report earnings with less variability relative to cash from operations compared to other firms. In addition, the five-year earnings response coefficient is greater for firms that are able to smooth earnings relative to cash flows. This result is consistent with a hypothesis that the market makes better assessments of the information content of earnings for firms with smoother earnings. Finally, we show that IPO firms tend to use discretionary accruals to smooth income relative to the prior year's earnings.

Multinational subsidiaries are generally financed with a mixture of internal debt and equity from the parent corporation. Yet, financial theory has relatively little to say regarding the debt-equity tradeoff and the timing of dividend repatriation in an international setting. In this paper, we derive optimal rules for financing multinational subsidiaries that take into account tax rate differentials and the exploitation of tax-loss credits. We develop a formal multi-period dynamic model to characterize the optimal dividend repatriation policy and the optimal choice of debt-equity mix. The model generates several testable empirical implications that are consistent with available empirical evidence and several others that have not been either discussed or empirically tested in the literature.