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The impact on shareholder value of top defense counsel in mergers and acquisitions litigation

Journal of Corporate Finance 2017 45, 480-495
Defense litigation counsel are retained by target firm management to defend them in mergers and acquisition (M&A) litigation. We use hand collected data from a ten-year period (2003−2012) to examine whether the choice of defense litigation counsel affects the outcome of M&A litigation and shareholder value. We construct league tables for defense litigation firms and identify the top 10 defense litigation firms. Comparing these firms with all other defense litigation firms, we find that top defense litigation counsel are involved in a significantly higher proportion of cash deals, non-same-industry deals (implying a lower possibility of antitrust-related concerns), and friendlier deals, all of which are associated with smaller initial takeover premium proposals. We find evidence that, controlling for endogeneity, top defense litigation counsel negotiate cheaper and faster settlements than other defense litigation counsel thereby protecting low premium deals from more serious challenges. We also show that top defense litigation counsel are more effective in multijurisdictional litigation cases, again obtaining cheaper and faster settlements in low premium deals, which we theorize shows that they are better able to handle the complexity and strategy that accompany these lawsuits.

The investment opportunity set, director ownership, and corporate policies: evidence from an emerging market

Journal of Corporate Finance 2004 10(3), 383-408
This paper provides evidence of the association between a firm's investment opportunity set (IOS), director ownership, and corporate policy choices. Using a sample of growth and non-growth firms in an emerging Asian market, we find that the IOS theory has significant explanatory power in the financing, dividend, executive compensation, and leasing aspects of corporate policies. Growth firms have lower debt-to-equity ratios and dividend yields, pay higher cash compensation and bonus amounts to their top executives, and finance a higher proportion of their asset acquisitions through operating leases. We also find that director ownership moderates and counteracts the association between IOS and corporate policies. Our results are consistent with contracting theory predictions that high director ownership mitigates the need for incentive or bonus compensation plans in growth firms.

Does aggressiveness help? Evidence from IPO corruption and pricing in China

Journal of Corporate Finance 2021 67, 101901
Using a unique database of Chinese firms bribing initial public offering (IPO) regulators, we examine the impact of bribing on IPO pricing. Our findings suggest that bribing firms are younger, smaller, more volatile in their operating activities, and more generous in compensating underwriters and management. Most important, bribing firms price their IPO shares more aggressively than non-bribing firms and exhibit a higher price-to-earnings ratio, lower first-day return, and poorer post-IPO stock performance. Additional analyses suggest that both bribing and non-bribing firms exhibit negative announcement returns after the arrest of corrupt officials. However, the effect is stronger for bribing firms. Overall, bribing firms are systematically more aggressive than their non-bribing counterparts. They concede less to IPO investors and reward underwriters and management for helping them access the capital market.

Corporate social responsibility and seasoned equity offerings

Journal of Corporate Finance 2018 50, 158-179 open access
We examine whether corporate social responsibility (CSR) creates value for seasoned equity issuers. Using a sample of seasoned equity offerings (SEOs) by U.S. companies between 2004 and 2013, we find a positive association between CSR performance and the stock price reaction to SEO announcements. Surprisingly, however, further tests reveal that seasoned equity issuers with high CSR scores tend to have higher post-SEO increases in cash holdings, and lower investments in real assets, than issuers with low CSR scores. Moreover, high-CSR issuers have worse post-SEO operating and stock price performance than low-CSR issuers. Together, our findings suggest that high CSR scores mislead shareholders into attributing value-increasing motives to seasoned equity issues.

Asymmetric cash flow sensitivity of cash holdings

Journal of Corporate Finance 2012 18(4), 690-700 open access
Almeida, Campello, and Weisbach (2004) and Riddick and Whited (2009) offer contrasting conclusions regarding the corporate cash flow sensitivity of cash. We use an augmented empirical model to affirm the conclusion in Riddick and Whited that the cash flow sensitivity of cash is generally negative. In addition, we contend that the cash flow sensitivity of cash is asymmetric to cash flow. The asymmetry may be due to several reasons, including binding project contracts, bad news withholding, and agency costs. Using a sample of manufacturing firms from 1972 to 2006, we document that the cash flow sensitivity of cash is negative when a firm faces a positive cash flow environment, supporting Riddick and Whited (2009), but the cash flow sensitivity of cash is positive when a firm faces negative cash flows. We further divide firms into financially constrained and unconstrained ones and find that the cash flow sensitivity of cash asymmetry continues to hold in both groups. When we use institutional holding as a control for the agency problem, we find that firms with better outside monitoring dissave to capture good investment opportunities. All the results support our hypotheses that firms have different levels of responses to their cash holdings when facing positive and negative cash flows.

Financial distress risk and stock price crashes

Journal of Corporate Finance 2021 67, 101870 open access
This study uses 462,678 monthly observations of US-listed firms for the period 1990–2018 to document a strong positive relationship between short-term changes in financial distress risk and future stock price crashes. This result is economically significant as a one interquartile increase of the main explanatory variable in any month increases the probability of a stock price crash by 8.33% relative to its mean value. The findings withstand controls for a large array of variables, firm-fixed effect estimations, and alternative definitions of distress and crash risk measures; they are also robust to a range of tests conducted to buttress against endogeneity concerns. The study conducts analyses demonstrating that the positive distress-crash risk relationship is driven by managerial opportunism that seeks to camouflage bad news that has an adverse effect on firms' economic fundamentals. Accordingly, the findings corroborate an agency theory explanation for the impact of distress risk on stock price crashes. This study offers practical insights to investors, who should be vigilant of a firm's distress risk, as sudden short-term increases underscore withheld negative information pertinent to crash risk problems.

Going public in China: Reverse mergers versus IPOs

Journal of Corporate Finance 2019 58, 92-111
We study firms that go public through reverse mergers (RMs) versus initial public offerings (IPOs) in China. Using a manually assembled data set, we show that pre-listing RM firms are larger, more profitable, and less politically connected than pre-listing IPO firms. Chinese RM firms also have superior post-listing performance, in terms of both operations and stock returns, compared to IPOs matched on industry and size. Unlike IPOs, RM firms do not underperform the market in the long run. These results are in sharp contrast to the evidence on RMs from developed countries. We trace these differences to China's stringent and potentially biased IPO policies, which appear to preclude even high-quality firms from accessing public markets.

Political freedom and corporate payouts

Journal of Corporate Finance 2017 43, 514-529
We study the effect of a country's political freedom status on corporate payouts around the world. In both OLS and two-stage regressions, we find that firms in less free countries pay out more cash, suggesting that low political freedom is associated with a less friendly investment environment. Consistent with this view, we further find that firms reduce payouts when a country's political freedom status improves, while they tend to pay out past excess cash and cut future investment in the face of a deterioration in political freedom. In additional analysis, we also find that firms in less free countries do not pay out cash mainly to ease agency concerns: cash payouts in these countries are more volatile and hence less valuable.

Sibling co-management and cost of capital: Evidence from Chinese listed family firms

Journal of Corporate Finance 2024 89, 102690
We study whether sibling co-management affects the cost of capital for family firms in China. We find that sibling co-management strongly correlates with a lower cost of capital. We identify three mechanisms through which sibling co-managers (including directors) influence the cost of capital: providing coinsurance, enhancing corporate governance, and facilitating communication with investors. Furthermore, the effect is more pronounced for firms operating in regions with weaker legal environments and firms with auditors from non-Big 4 accounting firms. However, sibling co-management may also hinder external financing due to higher uncertainty during family power transfer periods. In addition, the value of sibling co-management is more salient for financially constrained firms and those in which at least one of the co-manager siblings has a finance background. Overall, the findings suggest that family firms benefit from sibling co-management, resulting in a lower cost of capital, despite the challenges that arise during family power transfer.

The role of institutional investors in corporate and entrepreneurial finance

Journal of Corporate Finance 2021 66, 101833 open access
Institutional investors, collectively the majority shareholders of most publicly traded corporations, play important roles in almost all aspects of corporate finance. This special issue puts together sixteen papers covering a wide range of topics, such as M&As, capital structure, bonds and loans, corporate governance, IPOs, VCs, SEOs, broker/underwriter relationships, behavioral finance, corporate disclosure, and regulation. These special issue papers demonstrate that institutional investors, a traditional focus of investments research, are worthy of continued and further academic inquiry in many corporate finance topics. In terms of directions for future research, we believe that the availability of new datasets (or existing datasets not yet widely used in corporate finance) and the application of new or unique research methodologies could bear fruit for researchers, as demonstrated by some papers in this special issue. In terms of datasets, the success of Abel Noser institutional trading data serves as a good example.