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Top management ties with board members: How they affect pay–performance sensitivity and IPO performance

Journal of Corporate Finance 2014 27, 99-115 open access
This paper is the first study on the effects of pay–performance sensitivity (PPS) on the performance of initial public offerings (IPOs) in the presence of social ties and family ties of the top managers with board members. We find that both social ties and family ties increase PPS. In turn, PPS improves IPO performance. More importantly, greater PPS increases the positive effect of social ties on IPO performance whereas it reduces the negative effect of family ties.

Inside the board room

Journal of Corporate Finance 2014 28, 1-5 open access
This paper summarizes the key results of the papers published in this special issue as well as highlights recent developments in the related literature. The special issue includes papers on CEO successions, the boards of directors of financial institutions, board independence, gender balance and directors' networks.

Contractual corporate governance

Journal of Corporate Finance 2008 14(3), 166-182 open access
Companies have the choice to deviate from their national corporate governance standards by opting into another system. They can do so via contractual devices – such as cross-border mergers and acquisitions, (re)incorporations, and cross-listings – which enable them to choose their preferred level of investor protection and regulation. This paper reviews these three main contractual governance devices, their effect on value, and whether their adoption by firms induces a race to the bottom or a race to the top. Indeed, firms may opt for less shareholder-orientation or investor protection (shareholder-expropriation hypothesis) rather than for more stringent rules that require firms to focus on shareholder value (bonding hypothesis).

Insider trading and networked directors

Journal of Corporate Finance 2019 56, 152-175 open access
We analyze the relation between insider trading and the networks of executive and non-executive directors in UK listed companies. While most existing studies focus on firm-specific private information, we find that non-firm-specific information – such as information on other companies and information on industry and market trends – plays an important role in insider trading behavior and performance. Well-connected directors trade shares less frequently and for smaller values. However, their transactions are more profitable, especially when they make consecutive opportunistic purchases in the multiple companies on whose boards they sit. Taken together, well-connected directors are likely to outperform their peers with inferior connections.

Mind the gap: The age dissimilarity between the chair and the CEO

Journal of Corporate Finance 2015 35, 136-158 open access
We study the relation between the chair of the board of directors and the CEO. We argue that substantial age dissimilarity between the two—giving rise to cognitive conflict—increases board monitoring and firm value for firms with greater monitoring needs. We find evidence for our hypothesis using data on German two-tier boards. German law mitigates endogeneity concerns as it prevents CEO duality and also restricts CEO power in other ways. Additional identification attempts include CEO-firm and chair-firm fixed effects, random effects, dynamic panel data estimations, and the use of the 2007 financial crisis as an exogenous shock to monitoring needs. We find that during the crisis, when fast decision making and managerial discretion were needed, the link between age dissimilarity and firm value changed.

CEO political ideology and payout policy

Journal of Banking & Finance 2025 172, 107375 open access
This study investigates how CEO political ideology affects payout policy. Studying the CEOs of S&P 500 firms during 1997–2019 and measuring CEO political ideology by CEO political donations, we find that conservative CEOs are more likely to pay dividends and to make share repurchases, while also paying higher dividends. We find that conservative CEOs finance the higher dividends and share repurchases by utilizing the cash holdings and reducing capital and R&D expenditures. Nevertheless, CEO political ideology does not explain dividend cuts. This suggests that firms led by conservative CEOs exhibit levels of dividend flexibility comparable to those of firms led by other CEOs. Finally, we find that CEO conservatism has no effect on firm performance, firm value, R&D expenditure, and capital expenditure.

The determinants of the CEO successor choice in family firms

Journal of Corporate Finance 2014 28, 6-25 open access
This paper studies the factors that influence the CEO succession decision in family firms whose incumbent CEO is a member of the controlling family. The sample includes all such firms from France, Germany and the UK. We propose a new measure of directors' independence, which adjusts for various links with the controlling family. While we find that conventionally defined directors' independence has no impact on the CEO succession decision, our corrected measure reduces the likelihood of the successor being another family member. There is also evidence that firms from France that are cross-listed in the UK or USA are less likely to appoint another family CEO.

Trust and monitoring

Journal of Banking & Finance 2022 143, 106587 open access
We show that in countries with more societal trust shareholders cast fewer votes at shareholder meetings and are more supportive of management proposals. This result is confirmed by instrumental variable regressions. It also holds at the U.S.-county level and for voting by U.S. institutional investors. Lower monitoring via voting relates less negatively to future firm performance in high-trust countries, suggesting that managers do not exploit greater discretion when trust is high. We also find a negative relation between trust and bond spreads. Our evidence supports theory arguing that trust substitutes for monitoring and has implications for investors’ optimal monitoring effort.

Dispersed ownership and asset pricing: An unpriced premium associated with free float

Journal of Corporate Finance 2025 92, 102763 open access
We explore differences in the levels of dispersed ownership that lead to a returns-based free float hedging factor in addition to size, which augments the capital asset pricing model (CAPM) in explaining the cross-section of stock returns . Using the S&P 1500 stocks in the US between 1985 and 2023, the results support the advantages of free float within a three-factor CAPM including size over alternative models based on liquidity, book-to-market value, and momentum. We argue that this yields a useful means for hedging effectively against the risks associated with the fundamental underlying likelihood of expropriation in a specific firm based on its ownership structure.

Do multiple credit ratings reduce money left on the table? Evidence from U.S. IPOs

Journal of Corporate Finance 2021 67, 101898 open access
Using credit ratings as an uncertainty-reducing mechanism, we provide evidence of the beneficial impact of multiple credit ratings on reducing IPO underpricing and filing price revision. We find that the acquisition of multiple ratings in the pre-IPO period mitigates uncertainty more than the acquisition of a single rating. Multi-rated firms also have higher probabilities of survival than those with a single rating, whereas credit rating levels matter only for IPOs with more than one rating. The IPOs that are awarded the first rating on the borderline between investment and non-investment grades are more likely to seek an additional rating.