Knowledge that Transforms

While intercorporate shareownership is common among publicly traded firms, systematic empirical evidence on this particular aspect of corporate ownership structure is sparse. Based largely on aggregated ownership data provided by various stock exchanges, we know that intercorporate holdings represent a relatively large proportion (above 40%) of the total equity value of exchange- listed firms in Japan and Germany, and a relatively low proportion (less than 10%) in the U.S. and the U.K. Thus, the Anglo-American corporate governance system appears to produce substantially lower levels of intercorporate shareholdings than does the German– Japanese governance model. While financial institutions in Germany and Japan play an integral role in the governance structures of those countries, securities laws inspired by early populist sentiments in the U.S. have prevented American financial institutions from playing a similar active role.1 Much like the Anglo-American system, securities laws in Norway, the empirical laboratory of Bøhren and Norli (1997), also restrict the equity ownership and direct corporate governance participation of financial institutions. Perhaps as a result the level of intercorporate

Abstract This paper empirically investigates whether illegal insider trading increases the premium a bidder pays for a target. Illegal insider trading is trading by traditional corporate insiders, as well as others in a position of trust and confidence (e.g. investment bankers, lawyers), based on material, non-public information (‘inside information’). The paper examines the premia of takeovers with known illegal insider trading and compares them to a control sample of takeovers matched by industry, time period, and size that do not have detected illegal insider trading. After controlling for differences in merger characteristics, such as number of bidders, type of offer, form of payment, etc., we find that takeovers with detected illegal insider trading have takeover premia which are approximately 10 percentage points, or almost one-third, higher than the control sample. We conduct additional tests in an attempt to determine the direction of causality between illegal insider trading and takeover premia size and explore the effect of potential detection bias. The results suggest both that illegal inside traders base their trades on factors other than premia size, and that illegal insider trading in takeovers with large premia is not necessarily more likely to be detected. Our findings are consistent with the hypothesis that the illegal insider trading itself tends to create larger takeover premia.

Abstract We examine the relationship between top management compensation and the structure of the board of directors for a sample of commercial banks. We find that boards with more reputable outside directors compensate managers more heavily with long-term incentives (stock and stock options) than with cash (salary and bonus). We also find a significant positive correlation between the future performance of our sample banks and the proportion of their managers’ compensation in the form of long-term incentives. Taken together, these results suggest that boards with highly reputed outside directors are more effective in providing managers with the appropriate incentives and thus ensuring better future firm performance. Another indication of the effectiveness of these boards is our finding that they compensate managers more heavily with long-term incentives (instead of cash) when these managers are more entrenched. We also find very little evidence of mutually beneficial back-scratching or collusion between outside directors and senior managers when setting management compensation. But boards with long-serving outside directors are less effective in creating appropriate management incentives.

Abstract We present a possible explanation for the lack of permanence of the very high levels of concentration of ownership that accompany leveraged buyouts. We first argue that some diffusion of ownership can be beneficial to the shareholders of a firm by encouraging the employees of the firm to enter into implicit contracts with the firm. The level of concentration of ownership that maximizes firm value is therefore that which trades off the well-known gains from monitoring with the gains from implicit contracting. We then argue that, in the process of concentrating the ownership of a firm that has excessively diffuse ownership to a level that maximizes firm value, investors in leveraged buyouts will choose an initial level of concentration of ownership that is very high. They will do so in order to put pressure on managers to breach existing implicit contracts. Following the breach of these contracts, investors will decrease the level of concentration of ownership to the level that maximizes firm value. There will be no further breach of implicit contracts, for such breach is incidental to the transformation of the firm from one that has excessively diffuse ownership to one that has the optimal level of diffusion of ownership. No change in the concentration of ownership therefore occurs once the level of diffusion of ownership that maximizes firm value has been attained. JEL Classification: G30.

Abstract To create value and reduce agency costs, firms adopt available organizational structures that match their attributes. This paper studies the characteristics of firms that choose to become master limited partnerships (MLPs). The MLP sample is dominated by firms in low-growth industries that have highly focused operations and superior profitability compared to their industry peers. After becoming an MLP, sample firms reduce capital expenditures and increase cash distributions, taking advantage of their focus, profitability, and status as non-taxable entities. A subsample of MLPs subsequently change back to corporate form. After becoming corporations, these firms reverse course by cutting cash distributions and increasing capital spending. This cycle demonstrates how firms restructure to adopt organizational forms that best fit their needs.

As discussed in Merton (1993, Sections 5 and 6) and here in the section to follow, the effective delivery of many financial services depends critically on the credit-worthiness of the provider financial institution. Such service activities are said to be 'credit-sensitive'. The intermediary's credit standing can cause significant extemality-like effects on the various business activities of the intermediary, even when there are no interconnections among them. For example, the announcement by a U.S. investment bank that it is even thinking of entering into a new merchant-banking activity of extending bridge financing and other interim risk-taking positioning for restructuring firms can materially and negatively affect its over-the-counter derivatives-products business for corporate customers because those customers may perceive the risk of the merchant-banking involvement as jeopardizing the bank's ability to fulfill its obligations on its long-dated contractual agreements. Thus the potential merchant-banking business affects the derivative-products business although there is no overlap of personnel, customer base, location, or employee skill sets between them. The shared credit standing of the institution's individual businesses can therefore cause a significant failure ofthe principle of 'value-additivity', which complicates decentralization of the capital budgeting and financial decisions. The issue of monitoring credit quality are made more complex because those intermediaries such as banks and insurance companies that are principals to customer contractual agreements tend to be 'opaque' institutions, as defined in Ross (1989) and Merton