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Why Do Firms Use Private Equity to Opt Out of Public Markets?

Review of Financial Studies 2010 23(5), 1771-1818
[We investigate how firms weigh the costs and benefits of being public in the decision to opt out of the public market and go private. We draw on previous studies of going private and on the subsequent well-developed theoretical literature on why firms go public to develop our hypotheses. We employ a comprehensive sample of going-private transactions from 1980 to 2004 in the United States and examine how these firms differ over their public life (from IPO to going private) relative to a sample of firms that went and remained public. Our results provide strong support for the importance of information and liquidity considerations in being a public firm. These factors are evident at the IPO, on average thirteen years before the going-private decision. Access to capital and control considerations become increasingly important in the choice of going private over the public life of the firm.]

Managerial Agency and Bond Covenants

Review of Financial Studies 2010 23(3), 1120-1148
[Based on an analysis of the agency risk for bondholders from managerial entrenchment and fraud, we derive and test refutable hypotheses about the influence of managerial agency risk on bond covenants, using a comprehensive database of corporate bonds from the 1993-2007 period. Managerial entrenchment and the risk of managerial fraud significantly influence the use of covenants, in the direction predicted by the agencytheoretic framework. Our analysis highlights the varied effects of entrenchment on different types of agency risks faced by bondholders: Entrenched managers aggravate investment risk, but ameliorate risk from shareholder opportunism. Covenant use also responds efficiently to the quality of information available regarding the risk of managerial fraud.]

Ambiguity in Asset Markets: Theory and Experiment

Review of Financial Studies 2010 23(4), 1325-1359
[This paper studies the impact of ambiguity and ambiguity aversion on equilibrium asset prices and portfolio holdings in competitive financial markets. It argues that attitudes toward ambiguity are heterogeneous across the population, just as attitudes toward risk are heterogeneous across the population, but that heterogeneity of attitudes toward ambiguity has different implications than heterogeneity of attitudes toward risk. In particular, when some state probabilities are not known, agents who are sufficiently ambiguity averse find open sets of prices for which they refuse to hold an ambiguous portfolio. This suggests a different cross section of portfolio choices, a wider range of state price/probability ratios, and different rankings of state price/probability ratios than would be predicted if state probabilities were known. Experiments confirm all of these suggestions. Our findings contradict the claim that investors who have cognitive biases do not affect prices because they are inframarginal: ambiguity-averse investors have an indirect effect on prices because they change the per capita amount of risk that is to be shared among the marginal investors. Our experimental data also suggest a positiveS= correlation between risk aversion and ambiguity aversion that might explain the "value effect" in historical data.]

Volatility Dynamics for the S&P500: Evidence from Realized Volatility, Daily Returns, and Option Prices

Review of Financial Studies 2010 23(8), 3141-3189
[Most recent empirical option valuation studies build on the affine square root (SQR) stochastic volatility model. The SQR model is a convenient choice, because it yields closed-form solutions for option prices. We investigate alternatives to the SQR model, by comparing its empirical performance with that of five different but equally parsimonious stochastic volatility models. We provide empirical evidence from three different sources: realized volatilities, S& P500 returns, and an extensive panel of option data. The three sources of data all point to the same conclusion: the best volatility specification is one with linear rather than square root diffusion for variance. This model captures the stylized facts in realized volatilities, it performs well in fitting various samples of index returns, and it has the lowest option implied volatility mean squared error in and out of sample.]

Discrete-Time $Affine\textasciicircum\textbackslashmathbb\Q\ $ Term Structure Models with Generalized Market Prices of Risk

Review of Financial Studies 2010 23(5), 2184-2227
[This article develops a rich class of discrete-time, nonlinear dynamic term structure models (DTSMs). Under the risk-neutral measure, the distribution of the state vector X t resides within a family of discrete-time affine processes that nests the exact discrete-time counterparts of the entire class of continuous-time models in Duffie and Kan (1996) and Dai and Singleton (2000). Under the historical distribution, our approach accommodates nonlinear (nonaffine) processes while leading to closed-form expressions for the conditional likelihood functions for zero-coupon bond yields. As motivation for our framework, we show that it encompasses many of the equilibrium models with habit-based preferences or recursive preferences and long-run risks. We illustrate our methods by constructing maximum likelihood estimates of a nonlinear discrete-time DTSM with habit-based preferences in which bond prices are known in closed form. We conclude that habit-based models, as typically parameterized in the literature, do not match key features of the conditional distribution of bond yields.]

Portfolio Performance and Agency

Review of Financial Studies 2010 23(1), 1-23
[In this paper we analyze the optimal contract for a portfolio manager who can exert effort to improve the quality of a private signal about future market prices. We assume complete markets over states distinguished by asset payoffs and place no restrictions on the form of the contract. We show that trading restrictions are essential because they prevent the manager from undoing the incentive effects of performance-based fees. We provide conditions under which simple benchmarking emerges as optimal compensation. Additional incentives to take risk are necessary when information can be manipulated or else the manager will understate information to offset the benchmarking.]

The Economic Consequences of IPO Spinning

Review of Financial Studies 2010 23(5), 2024-2059
[Using a sample of fifty-six companies going public in 1996-2000 in which top executives received allocations of other hot initial public offerings (IPOs) from the bookrunner, a practice known as spinning, we examine the consequences of spinning. The fifty-six IPOs had first-day returns that were, on average, 23% higher than similar IPOs. The profits collected by these executives were only a small fraction of the incremental amount of money left on the table by their companies when they went public. These companies were dramatically less likely to switch investment bankers in a follow-on offer: only 6% of issuers whose executives were spun switched underwriters, whereas 31% of other issuers switched. These findings suggest that the spinning of executives accomplished its goal of affecting corporate decisions.]

Dynamic Asset Allocation: Portfolio Decomposition Formula and Applications

Review of Financial Studies 2010 23(1), 25-100
[A new decomposition of the optimal portfolio, in dynamic models with von Neumann-Morgenstern preferences and Ito prices, is established. The formula rests on a change of numéraire that uses pure discount bonds as units of account. The dynamic hedging demand has two components. The first hedge insures against fluctuations in an optimally designed bond with a maturity date matching the investor's horizon. The second hedge immunizes against fluctuations in the market price of risk in the bond numéraire. Various applications are examined. New results concerning the behavior of extremely risk-averse individuals, the demand for bonds and its long-horizon limit, and the optimal portfolio in incomplete marles are derived.]

The Market Price of Aggregate Risk and the Wealth Distribution

Review of Financial Studies 2010 23(4), 1596-1650
[We introduce limited liability in a model with a continuum of ex ante identical agents who face aggregate and idiosyncratic income risk. These agents can trade a complete menu of contingent claims, but they cannot commit to honor their promises, and their shares in a Lucas tree serve as collateral to back up their state-contingent promises. The limited-liability option gives rise to a second risk factor, in addition to aggregate consumption growth risk.This liquidity risk is created by binding solvency constraints, and it is measured by the growth rate of one moment of the wealth distribution. The economy is said to experience a negative liquidity shock when this growth rate is high and a large fraction of agents faces severely binding solvency constraints. The adjustment to the Breeden-Lucas stochastic discount factor induces substantial time variation in equity risk-premims that is consistent with the data at business cycle frequencies.]

Entrepreneurial Finance and Nondiversifiable Risk

Review of Financial Studies 2010 23(12), 4348-4388
[We develop a dynamic incomplete-markets model of entrepreneurial firms, and demonstrate the implications of nondiversifiable risks for entrepreneurs' interdependent consumption, portfolio allocation, financing, investment, and business exit decisions. We characterize the optimal capital structure via a generalized tradeoff model where risky debt provides significant diversification benefits. Nondiversifiable risks have several important implications: More risk-averse entrepreneurs default earlier, but choose higher leverage; lack of diversification causes entrepreneurial firms to underinvest relative to public firms, and risky debt partially alleviates this problem; and entrepreneurial risk aversion can overturn the risk-shifting incentives induced by risky debt. We also analytically characterize the idiosyncratic risk premium.]