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The Costs and Benefits of Clawback Provisions in CEO Compensation

Mark A. Chen; Daniel Greene; James E. Owers
The Review of Corporate Finance Studies 2015 4(1), 108-154
We analyze the costs and benefits of clawback provisions that enable firms to recover incentive compensation from top management if financials are restated. In a simple contracting model, we find that a clawback provision effectively lengthens the horizon of incentives and curbs misreporting. However, such a provision can add noise to the underlying performance measure, reducing managerial effort and firm value. Our empirical tests support the model’s predictions regarding which types of firms are likely to voluntarily use clawback provisions. We also document that clawback provisions are associated with higher reporting quality, greater CEO pay-for-performance sensitivity, and higher CEO compensation.

Dynamic Investment, Capital Structure, and Debt Overhang

Suresh Sundaresan; Neng Wang; Jinqiang Yang
The Review of Corporate Finance Studies 2015 4(1), 1-42
We develop a dynamic contingent-claim framework to model S. Myers’s idea that a firm is a collection of growth options and assets in place. The firm’s composition between assets in place and growth options evolves endogenously with its investment opportunity set and its financing of growth options, as well as its dynamic leverage and default decisions. The firm trades off tax benefits with the potential financial distress and endogenous debt-overhang costs over its life cycle. Unlike the standard capital structure models of Leland, our model shows that financing and anticipated endogenous default decisions have significant implications of firms’ growth-option exercising decisions and leverage policies. The firm’s ability to use risky debt to borrow against its assets in place and growth options substantially influences its investment strategies and its value. Quantitatively, we find that the firm consistently chooses conservative leverage in line with empirical evidence in order to mitigate the debt-overhang effect on the exercising decisions for future growth options. Finally, we find that debt seniority and debt priority structures have both conceptually important and quantitatively significant implications on growth-option exercising and leverage decisions as different debt structures have very different debt-overhang implications.

A Theory of Capital Structure, Price Impact, and Long-Run Stock Returns under Heterogeneous Beliefs

Onur Bayar; Thomas J. Chemmanur; Mark H. Liu
The Review of Corporate Finance Studies 2015 4(2), 258-320
We study an environment with short-sale constraints and heterogeneous beliefs among outsiders and between insiders and outsiders. Firm insiders choose between equity, debt, and convertible debt to raise external financing. We analyze two settings: one in which heterogeneous beliefs is the only market imperfection and another in which there are significant security issue and financial distress costs. Our model generates a pecking order of external financing different from asymmetric information models, and new predictions for capital structure, sequential tranching of securities, the price impact of security issues, and long-run stock returns. We also provide a new rationale for convertible debt issuance.

How Does Corporate Investment Respond to Increased Entry Threat?

Laurent Frésard; Philip Valta
The Review of Corporate Finance Studies 2015 5(1), cfv015
We study how product-market interactions affect investment. We use reductions of import tariffs to examine how incumbents modify investment when the threat of rivals’ entry intensifies. Incumbents reduce investment by 7.2% in response to higher entry threat. Consistent with a strategic behavior, the investment reduction varies across market structures: it concentrates in markets in which competitive actions are strategic substitutes, where deterring entry is costly and investment makes incumbents look soft. Our results provide novel evidence on how and why firms’ interactions influence corporate investment.

Caught between Scylla and Charybdis? Regulating Bank Leverage When There Is Rent Seeking and Risk Shifting

Viral V. Acharya; Hamid Mehran; Anjan V. Thakor
The Review of Corporate Finance Studies 2015 5(1), cfv006 open access
We develop a theory of optimal bank leverage in which the benefit of debt in inducing loan monitoring is balanced against the benefit of equity in attenuating risk shifting. However, faced with socially costly correlated bank failures, regulators bail out creditors. Anticipation of this generates multiple equilibria, including one with systemic risk in which banks use excessive leverage to fund correlated, inefficiently risky loans. Limiting leverage and resolving both moral hazards—insufficient loan monitoring and asset substitution—requires a novel two-tiered capital requirement, including a “special capital account” that is unavailable to creditors upon failure.

Asset Fire Sales by Banks: Evidence from Commercial REO Sales

Yongqiang Chu
The Review of Corporate Finance Studies 2015 5(1), cfv005
I study asset fire sales by commercial banks during the financial crisis. Specifically, I find that banks with lower liquidity levels post lower asking prices, receive lower sale prices, and are less likely to sell REO properties to natural buyers. Further analysis shows that the results are unlikely to be driven by omitted variables related to local conditions, property characteristics, or bank characteristics. To establish causality, I use the losses banks incur due to house price drops as the instrument for bank liquidity and find similar results in two-stage least-squares instrumental variable regressions.