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The impact of laws and institutions on financial contracts: Evidence from relationship lending across the world

Journal of Banking & Finance 2023 148, 106741
Using loan data from public firms from 40 countries, we examine the association between lending relationships and loan contract terms. We find significant variation across countries regarding the benefits and costs of banking relationships, which can be explained by the countries’ differential legal and regulatory environments. In countries with weak disclosure regulations and institutions, borrowers pay significantly higher interest rates on relationship loans. However, as countries’ disclosure regulations improve, the gap in the interest cost between relationship and transactional loans is reduced. In further corroboration of this effect, we document an improvement in the relative costs of relationship lending following a country's IFRS adoption.

Underpricing and aftermarket performance of American depositary receipts (ADR) IPOs

Journal of Banking & Finance 2004 28(12), 3151-3186
American depositary receipts (ADRs) are negotiable instruments representing foreign company shares traded in US dollars in the US capital market. We present comparative analyses of the pricing and aftermarket performance of Initial Public Offerings (IPOs) by ADRs and a matching sample of US firms over the 1990–2001 period. Offered by large, well-known multinationals, ADR IPOs go through a detailed scrutiny, and incur significant costs, during the pre-IPO period to recast financial statements in conformity with SEC rules and the US GAAP. This mitigates the information asymmetry between the IPO firm and investors. We categorize the ADR issuing country as developed or emerging, and our sample includes several cases of privatization of state owned corporations. The analyses indicate that (1) ADR IPOs are significantly less underpriced than comparable US IPOs; (2) IPOs from developed countries are more underpriced; and (3) Privatization IPOs are less underpriced than non-privatizations. The lower underpricing of ADR IPOs persists even after differential IPO attributes, the traditional proxies for information asymmetry and, the unique characteristics associated with ADR IPOs, are accounted for. We conclude that extant literature offers only partial explanation for this puzzling phenomenon.

Does liberalization reduce agency costs? Evidence from the Indian banking sector

Journal of Banking & Finance 2008 32(3), 405-419
On February 16, 2002, the Reserve Bank of India issued a circular that signaled a policy liberalization facilitating acquisition of private sector banks in India by foreign entities. Portfolios of private sector and nationalized banks posted significant value gains in the days surrounding the announcement. The gains by private sector banks were almost double those of nationalized banks. We further analyze the firm specific abnormal returns using cross-sectional regressions and find a significant relation between firm-specific abnormal returns and factors typically associated with a bank’s potential for takeover. These results provide the first empirical support for Stulz’s hypothesis that one cause of the valuation gains associated with liberalization is the expected gain from a reduction of agency costs.

The Diminishing Benefits of U.S. Cross-Listing: Economic Consequences of SEC Rule 12h-6

Journal of Financial and Quantitative Analysis 2017 52(3), 1143-1181
On Mar. 21, 2007, the U.S. Securities and Exchange Commission (SEC) passed Exchange Act Rule 12h-6 to make it easier for cross-listed firms to deregister from the U.S. market and escape its regulatory costs. Using difference-in-difference (DD) tests, we find that, on average, Rule 12h-6’s passage induced an increase in voting premium, a decline in equity raising, and a decline in cross-listing premium. These effects are observed for exchange-listed firms and for firms from countries with weak investor protection. We conclude that although cross-listed firms are still valued at a significant premium over non-cross-listed firms, the rule decreased the value of commitment to the U.S. regulatory system.

Does deregulation induce competition in the market for corporate control? The special case of banking

Journal of Banking & Finance 2013 37(12), 5220-5235
Using a sample of 936 acquisitions of commercial banks, we examine the relation between the probability to engage in value-reducing acquisitions and corporate governance structures, as well as the relation between acquirer announcement-period abnormal stock returns and antitakeover indices and measures, and how these relations were affected by the change in the market for corporate control, caused by deregulation due to the implementation of the Interstate Banking and Branching Efficiency Act of 1994 and the Financial Service Modernization Act of 1999. We find that prior to deregulation there is no relation between probability to engage in value destroying acquisitions or acquirer returns and antitakeover indices, whereas after the adoption of the FSMA, probability to engage in value destroying acquisitions and the stock market reaction to bidder M&A announcements are both significantly related to governance indexes and measures. Our findings further confirm the linkage between the market for corporate control, antitakeover indices and firm value.

Wealth effects of regulatory reform

Journal of Financial Economics 1990 28(1-2), 233-250
This paper investigates the effect of California's Proposition 103 on the market value of publicly traded property- and liability-insurance companies. The passage of this referendum on November 8, 1988 moved California from a market-oriented to a heavily regulated insurance-pricing system. During the period surrounding the election, the average stock price of insurance companies doing business in California declined by 6.91%. The decline is positively related to the proportion of a firm's premiums affected by the referendum and the proportion generated in other states where insurance regulation is likely to change, and negatively related to the firm's profitability.

An analysis of exchangeable debt offers

Journal of Financial Economics 1990 28(1-2), 251-263
Exchangeable debt is convertible into the common stock of a target firm in which the issuing firm has an ownership position. It signifies a potential change in the issuing firm's asset composition through the divestiture of the ownership stake in the target firm. We find that announcements of exchangeable debt offers are associated with insignificant abnormal returns for the shareholders of issuing firms. The target firm's share price declines, however, when an exchangeable debt offer is announced. This result is consistent with the offer's potential to reduce the ownership concentration of the target firm's common stock.

Economic consequences of deregulation: Evidence from the removal of voting cap in Indian banks

Journal of Banking & Finance 2016 72, S19-S38
We examine the effect of the 2005 Banking Regulation Amendment Bill and the 2011 Banking Laws Amendment Bill proposals for removal of the 10 percent voting rights cap in Indian Banks. The 2011 Banking Laws Bill was first introduced in 2005, but lapsed with the dissolution of the 14th Lok Sabha. The Bill was passed in December 2012 and raised the voting cap in private sector banks from 10 to 26 percent. We present evidence that the removal of the voting cap enhances the value of votes of bank stocks by reducing the wedge between cash-flow and control rights, thus increasing monitoring and the probability of takeover. Post-deregulation analysis reveals that the passage of the Bill was followed by increasing blockholders’ number and percentage of shares held in larger and government banks. Furthermore, a stronger negative relationship between banks’ profitability and size, as well as share of non-performing loans is observed. This study makes an important contribution to the growing literature on the valuation impact and efficiency gains of liberalization of ownership restrictions in emerging markets, as well as the rich literature on corporate governance and control relating to the value of voting privilege in companies with disparate voting rights.

IPOs, clustering, indirect learning and filing independently

Journal of Banking & Finance 2009 33(11), 2070-2079
IPO underpricing has been attributed to valuation uncertainty, which can be at least partially resolved by the indirect learning associated with IPO clustering [Benveniste, L.M., Ljungqvist, A., Wilhelm, W.J., Yu, X.Y., 2003. Evidence of information spillovers in the production of investment banking services. Journal of Finance 58, 577–608]. We examine why firms might choose not to issue their IPOs contemporaneously with clusters of similar firms, forgoing opportunities to learn from their peers. We find that the willingness to file an IPO without the benefit of indirect learning from peer firm IPOs is directly related to insiders’ needs for portfolio diversification and the firm’s need to raise capital.