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Convertible Debt: Corporate Call Policy and Voluntary Conversion.

Journal of Finance 1991 46(4), 1273-89
This paper examines why, in contrast to the predictions of finance theory, firms do not call convertible debt when the conversion price exceeds the call price. The empirical results suggest that the principal reason is because some firms enjoy an advantage of paying less in after-tax interest than they would pay in dividends were the bond converted. This cash flow incentive is the inverse of an investor's incentive to convert voluntarily if the converted dividends are greater than the bond's coupon. Because of taxation, however, the decisions by investors and firms are not symmetric, and there exist bonds which the firm may not call and an investor will not convert. The results also find that voluntary conversion is significantly related to both the conversion price and the differential between the coupon and the dividends on the converted stock.

Disclosure, Liquidity, and the Cost of Capital.

Journal of Finance 1991 46(4), 1325-59
This paper shows that revealing public information to reduce information asymmetry can reduce a firm's cost of capital by attracting increased demand from large investors due to increased liquidity of its securities. Large firms will disclose more information since they benefit most. Disclosure also reduces the risk-bearing capacity available through market makers. If initial information asymmetry is large, reducing it will increase the current price of the security. However, the maximum current price occurs with some asymmetry of information: further reduction of information asymmetry accentuates the undesirable effects of exit from market making.

Japanese Takeovers: The Global Contest for Corporate Control.

Journal of Finance 1991 46(5), 1939
Acquisitions by Japanese corporations are on the rise, a dramatic departure from their traditional aversion to such activity. Loaded with cash, they are formidable players in the new global contest for corporate control. Are the Japanese about to engage in a wave of aggressive corporate takeovers, or are they more likely to act merely as white samurai in battles initiated by others? Will their growing familiarity with the mergers-and-acquisitions business lead to more takeovers inside Japan itself and give Western companies a realistic shot at acquiring a Japanese corporation? By exploring the economic logic underlying business relationships, Japanese Takeovers provides a fresh interpretation of Japanese behavior in the global market. Carl Kester argues there has not been an active market for corporate control in Japan because Japanese companies prefer to build and manage long-term relationships with other firms rather than own those firms' corporate assets. This is true even overseas. Japanese cross-border takeovers have been triggered more by the need to defend valuable business relationships than by their tremendous bidding power. Current trends will further integrate Japan into the global market for corporate control and increase Japanese use of Anglo-American takeover tactics. But successful M&A deal-making with Japanese use of Anglo-American takeover tactics. But successful M&A deal-making with Japanese corporations will hinge more on extensive knowledge of the history and current status of relationships among various stakeholders than on financial acumen. It is imperative that foreigners wishing to be significant players in the Japanese market understand the economic purposebehind the subtle but powerful ties among Japanese corporate stakeholders.

Convertible Debt: Corporate Call Policy and Voluntary Conversion

Journal of Finance 1991 46(4), 1273-1289
This paper examines why, in contrast to the predictions of finance theory, firms do not call convertible debt when the conversion price exceeds the call price. The empirical results suggest that the principal reason is because some firms enjoy an advantage of paying less in after‐tax interest than they would pay in dividends were the bond converted. This cash flow incentive is the inverse of an investor's incentive to convert voluntarily if the converted dividends are greater than the bond's coupon. Because of taxation, however, the decisions by investors and firms are not symmetric, and there exist bonds which the firm may not call and an investor will not convert. The results also find that voluntary conversion is significantly related to both the conversion price and the differential between the coupon and the dividends on the converted stock.

The Effect of Taxes on the Relative Valuation of Dividends and Capital Gains: Evidence From Dual-Class British Investment Trusts.

Journal of Finance 1991 46(1), 383-99
The authors provide evidence that taxes affect equity valuation by studying British investment trusts having otherwise identical classes of cash- and stock-dividend-paying shares outstanding. The authors study 1969-82, a period in which there were two dramatic changes in tax policy. They find that stock-dividend shares, which are convertible into cash-dividend shares, sell at premiums when the tax system favors capital gains and at discounts when the tax advantage of capital gains is reduced. After the 1975 elimination of the tax advantage to stock-dividend shares, the authors observe that investors convert virtually all stock-dividend shares into cash-dividend shares.

The Price Elasticity of Demand for Common Stock.

Journal of Finance 1991 46(2), 621-51
The authors study the price elasticity of demand for the common stock of an individual corporation. Despite the prevalance of assumptions that demand is perfectly elastic, there is little, if any, direct evidence in the literature to either support or reject that contention. Consistent with the notion of finite price elasticities, the authors find that the announcement of primary stock offerings by regulated firms depresses their stock prices and little, if any, evidence that this decline is the result of adverse information about future cash flows. Attempts to relate offer announcement effects directly to possible determinants of price elasticities, however, are inconclusive.