Knowledge that Transforms

This empirical examination of the relation between trades and quote revisions for New York Stock Exchange-listed stocks is designed to ascertain asymmetric-information and inventory-control effects. This study finds that negative autocorrelation in trades consistent with inventory-control behavior characterizes low-volume stocks, but not high-volume stocks. The evidence of inventory control in the impact of trades on quote revisions is inconclusive. The information content of trades, on the other hand, is found to be substantial. There is also strong evidence that large trades convey more information than small trades.

Theory suggests that shareholders who own blocks of stock have a stronger incentive to invest in voting on corporate issues than nonblockholders. Our evidence indicates that institutional investors and other blockholders vote more actively on antitakeover amendments than nonblockholders, and opposition by institutions is greater when the proposal appears to harm shareholders. Our evidence suggests that institutions that are less subject to management influence, such as mutual funds, foundations, and public-employee pension funds, are more likely to oppose management than banks, insurance companies, and trusts, which frequently derive benefits from lines of business under management control.

This paper studies the association between a firm's stock returns and subsequent top management changes. Consistent with internal monitoring of management, there is an inverse relation between the probability of a management change and a firm's share performance. This relation can result from monitoring by the board, other top managers, or blockholders. However, unless share performance is extremely good or bad, logit models have no predictive ability. No average stock price reaction is detected at announcement of a top management change.

In 1985 the Delaware Supreme Court allowed the Unocal Corporation to make a tender offer for its own shares to all holders except Mesa Partners II, who were attempting to gain control of Unocal. The Unocal decision and Mesa's response are associated with abnormal losses for shareholders of other Delaware firms that appeared to be targets of hostile takeover attempts at the time. These losses suggest that investors believed the decision would increase Delaware managers' ability to resist takeovers to the disadvantage of target shareholders.

This paper develops and implements a technique for estimating a model of the bid/ask spread. The spread is decomposed into two components, one due to asymmetric information and one due to inventory costs, specialist monopoly power, and clearing costs. The model is estimated using NYSE common stock transaction prices in the period 1981–1983. Cross-sectional regression analysis is then used to relate time-series estimated spread components to other stock characteristics. The results cannot reject the hypothesis that significant amounts of NYSE common stock spreads are due to asymmetric information.

This article surveys the seventeen papers in this special issue of the Journal of Financial Economics, and related work. The major findings are: (1) patterns of stock ownership by insiders and outsiders can influence managerial behavior, corporate performance, and stockholder voting in election contests; (2) corporate leverage, inside stock ownership by managers, and the control market are interrelated; (3) departures from one share/one vote affect firm value and efficiency; (4) takeover resistance through defensive restructurings or poison pill provisions is associated with declines in share price; and (5) top management turnover is inversely related to share price performance.

This paper examines the relation between the monitoring of CEOs by inside and outside directors and CEO resignations. CEO resignations are predicted using stock returns and earnings changes as measures of prior performance. There is a stronger association between prior performance and the probability of a resignation for companies with outsider-dominated boards than for companies with insider-dominated boards. This result does not appear to be a function of ownership effects, size effects, or industry effects. Unexpected stock returns on days when resignations are announced are consistent with the view that directors increase firm value by removing bad management.

This paper examines empirical evidence about the effect of poison pill takeover defenses on shareholder wealth. I find evidence that announcements of the most restrictive forms of the pill defense are associated with stock price declines. Also, the most restrictive forms of the pill defense are associated with abnormally high rates of defeat of unsolicited tender offers. Although this evidence is consistent with managerial entrenchment, the evidence implies that, on average, poison pill defenses have seemingly had only a modest effect on firm valuation.

We investigate the relationship between management ownership and market valuation of the firm, as measured by Tobin's Q. In a 1980 cross-section of 371 Fortune 500 firms, we find evidence of a significant nonmonotonic relationship. Tobin's Q first increases, then declines, and finally rises slightly as ownership by the board of directors rises. For older firms, there is evidence that Q is lower when the firm is run by a member of the founding family than when it is run by an officer unrelated to the founder.

A dividend tax penalty creates profitable trading opportunities for short-term traders with sufficiently low transaction costs. In stocks with ex-dividend day returns affected by short-term trading, ex-day returns are positively correlated with transaction costs. Data from 1964–1985 indicate that short-term traders are the marginal investors in high-yield stocks, primarily since the introduction of negotiated commissions on the NYSE. Short-term trading is not evident in low-yield stocks, nor does it appear prevalent before negotiated commissions.