Knowledge that Transforms

Abstract Under Title II of the Jumpstart Our Business Startups Act, firms can sell private placement securities to the public via general solicitation (GS) or privately (non-GS). We find that equity offerings under GS tend to be riskier than under non-GS. After accounting for selection, GS issuers are less likely to succeed in i) raising capital, ii) getting venture capital (VC) funding, and iii) exiting via IPO or mergers and acquisitions, and incur substantial brokerage costs for advertising and verifying investor accreditation. However, GS appears to help new entrants and offerings that use registered brokers. The success of Form D financing improves future VC financing and exit outcomes.

Abstract I ask whether hedgers who speculate should be regulated differently from other speculators in a model where information acquisition is endogenous, and information has real effects. Hedging benefits and feedback effects generate strategic complementarities between market-maker, firm manager, and trader, which causes multiple equilibria. Gains from trade are lower when hedgers acquire information, while speculators may produce less information than socially desirable. A “Volcker rule” separating hedging and speculative activities may help select the higher welfare equilibrium. When too little information is produced, contracts whereby a firm subsidizes losses of designated market-makers (DMM) to make prices more informative increase welfare.

Abstract Institutional investors conduct more governance research and are less likely to follow proxy advisor vote recommendations when a company’s bonds comprise a larger share of their assets. These findings are driven by bond holdings, shareholder proposals, and companies where fixed-income managers are more likely to be attentive and share an interest with equity investors in improving governance. The findings do not concentrate on companies or shareholder proposals where creditor–shareholder conflicts are likely. Overall, the findings suggest that corporate bond holdings influence how actively institutions monitor their equity positions and contribute to institutions’ overall incentive to be engaged stewards.

Abstract We introduce the implied value premium ( IVP ), the difference between the implied costs of capital of value and growth stocks, to predict time variation in the ex post value premium. During 1977–2023, IVP is the strongest predictor of the ex post value premium. It also predicts the investment premium, consistent with the Investment CAPM. However, IVP ’s ability to predict the difference in cumulative abnormal returns around quarterly earnings announcements of value and growth stocks suggests that mispricing may also play a role. Overall, our results suggest that recent value underperformance reflects cyclical variation rather than a permanent shift.

Abstract We propose and test a catering theory of earnings guidance. As predicted by our model, managers cater to reference point-dependent investor preferences by issuing excessively optimistic earnings forecasts if their investors have experienced poor stock returns. Moreover, earnings guidance is most biased when managers strongly discount future outcomes, when the stock’s payoff uncertainty is high, and when managers face low costs for issuing inaccurate forecasts. Catering via earnings guidance succeeds in moving stock market prices and induces mispricing which is partially corrected around the corresponding final earnings announcement.

Abstract Credit rating agencies (CRAs) are less likely and slower to downgrade firms with performance-sensitive debt (PSD) if these downgrades increase borrowing costs. This effect is stronger when CRAs rate their most profitable clients and is not driven by selection into PSD contracts, by borrowers adjusting their leverage, or by borrowers hiding information. Originating banks price the CRAs’ conflicts of interest and sell loans with more embedded conflicts more frequently. In contrast, secondary market participants do not price conflicts of interest to the same extent. The recent settlements between the major CRAs and the U.S. government do not prevent rating inflation.

Abstract This study proposes a specific channel through which labor markets facilitate firm growth: the occupational alignment between an establishment’s workforce and local skills. Using occupational employment statistics, we construct an index that compares each establishment’s occupational mix to that of its local market. Establishments with higher alignment grow faster in sales and employment. This growth comes primarily through lower adjustment costs and higher capital investment. We also show that the effects are most pronounced in establishments with a higher share of skilled workers and industries with higher idiosyncratic cash flow risk. This employee–firm matching channel helps explain how local labor markets translate into competitive advantage.

Abstract Empirically, the effect of corporate tax rates on leverage has been smaller than expected based on trade-off theory. In this article, I show that tax avoidance functions as a non-debt tax shield, reducing the benefits of the debt tax shield. I find that higher tax rates cause higher non-debt tax avoidance, which crowds out the debt tax shield. Moreover, I show that the strength of the relationship between debt and tax rates depends on the level of tax avoidance. A 1-standard-deviation higher tax rate implies 2.8% higher leverage for low tax avoidance firms, but has a negative effect for high tax avoidance firms.

Abstract We find that CEO compensation increases following acquisitions only in those deals in which acquirer stock is used as the method of payment. These compensation increases are driven by increases in equity-based compensation and are concentrated in riskier acquirers, in riskier acquisitions, and in acquirers whose CEOs have low exposure to the stock price. We find little support for traditional agency cost explanations of changes in CEO pay following acquisitions. However, our findings are broadly consistent with compensation changes representing a contracting solution to a two-sided adverse selection problem that is present only in stock acquisitions.

Abstract How do bankers treat green firms? Using unique loan application and banker preference data from a mid-sized bank, we find that customer managers, serving as front-line bankers, give more favorable recommendations to green firms, especially when they hold green values themselves. However, a minority of environmentally skeptical loan officers, aware through internal training that customer managers generally have greener preferences, counter this by downgrading positive evaluations of green firms. Despite not knowing the customer manager’s identity, these officers use their discretion to mitigate what they perceive as green biases, demonstrating the significant moderating role of superiors within the bank’s hierarchy.