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Investor Activism and Financial Market Structure

Review of Financial Studies 2002 15(1), 289-318
This article investigates investor activism when there are a number of strategic investors that are capable of intervening in corporate governance. These strategic investors can monitor and/or trade in anonymous financial markets. In equilibrium, a core group of monitoring investors emerges endogenously to curtail managerial opportunism. These core activists both intervene and trade aggressively. Although the smallest investors are passive, there is no monotonic relationship between the size of preexisting shareholdings and activism. In fact, among those investors who choose activism, those with the smallest holdings are the most aggressive.

Capital Structure and Signaling Game Equilibria

Review of Financial Studies 1988 1(4), 331-355
In this article we model the financing decisions of a firm as a sequential signaling game. We prove that, when insiders have perfect information regarding the firm's future cash flows, the application of “refinements” to the set of admissible equilibria leads to the dominance of debt over equity financing. However, we show that when insiders observe the firm's cash flows imperfectly, there may exist sequential equilibria in which this “pecking order” breaks down and some firms strictly prefer equity to debt financing. We also prove that, despite the breakdown of the pecking order, the announcement effect of equity financing will be negative relative to debt financing.

The Dynamics of Business Ethics and Economic Activity

American Economic Review 1994 84(3), 531-547
We model the agency relationship between managers and investors. Through socialization, ethical managers develop internalized norms which prevent them from acting opportunistically. Unethical managers lack these norms. Higher ethical standards on the part of managers increase economic activity in the short run. However, increased economic activity increases opportunities to profit from unethical behavior, eroding ethical standards over the long run. When this rate of erosion is high, cycling of ethics and economic activity emerges. Otherwise, ethics and economic activity converge to a stable long-run limiting value.

Asymmetric Information, Managerial Opportunism, Financing, and Payout Policies.

Journal of Finance 1996 51(2), 637-60
The authors examine corporate issuance and payout policies in the presence of both adverse selection (in capital markets) and managerial opportunism. Their results establish the importance of the locus of decision control in the firm. When shareholders determine policies, debt financing is always optimal in the presence of either adverse selection or managerial opportunism. However, when both of these problems are simultaneously present, equity issuance can become an optimal signaling mechanism. Shareholder's most preferred signaling mechanism is restricting dividends, followed by equity financing and, finally, underpricing securities. When managers determine policies, a reversed hierarchy may be obtained.

Information Quality, Performance Measurement, and Security Demand in Rational Expectations Economies.

Journal of Finance 1995 50(1), 341-59
The relationship between asset demand and information quality in rational expectations economies is analyzed. First the authors derive a number of new summary descriptive statistics that measure four basic characteristics of investment style: asset selection, market timing, aggressiveness, and specialization. Then they relate these statistics to the divergence between a given investor's information structure and the market average information structure. Finally, the authors demonstrate that informational differentials can be identified and consistently estimated, using ordinary least squares, from the time-series of observed asset demand.

Collusion in Uniform-price Auction: Experimental Evidence and Implications for Treasury Auctions

Review of Financial Studies 1996 9(3), 757-785
[We provide experimental evidence that nonbinding preplay communication between bidders in auctions of shares facilitates the adoption of equilibrium strategies: collusive strategies in uniform-price auctions, and the unique equilibrium in undominated strategies in discriminatory auctions. When communication between bidders is introduced, clearing prices and auctioneer profits in uniform-price auctions fall below those observed in discriminatory auctions. This evidence suggests that uniform-price auctions of Treasury securities may result in lower revenues than the currently employed discriminatory procedure.]

Structuring International Cooperative Ventures

Review of Financial Studies 2002 15(4), 1251-1282
We examine the effect of bargaining power and informational asymmetry on the design of international cooperative ventures in the presence of restrictions on equity participation and investment. When the bargaining advantage rests with the multinational, equity participation restrictions can increase the profits to domestic firms and encourage sub-optimal investment policies. Overinvestment occurs when the multinational's bargaining advantage is reinforced by an informational advantage, while underinvestment occurs when the domestic firm possesses the informational advantage. In contrast, when the bargaining advantage rests with the domestic firm, equity participation restrictions do not affect investment levels.

Of Shepherds, Sheep, and the Cross-autocorrelations in Equity Returns

Review of Financial Studies 1995 8(2), 401-430
[We present an economic mechanism and supportive empirical evidence for the transmission of information between equity securities first documented by Lo and MacKinlay (1990). It is argued that the past returns on stocks held by informed institutional traders will be positively correlated with the contemporaneous returns on stocks held by noninstitutional uninformed traders. Evidence consistent with this hypothesis is then presented. We document that the returns on the portfolio of stocks with the highest level of institutional ownership lead the returns on portfolios of stocks with lower levels of institutional ownership. This effect persists even after firm size is controlled for and is apparent at longer lags than the size-related lag effects documented in Lo and MacKinlay (1990).]

Debt Financing Under Asymmetric Information.

Journal of Finance 1995 50(2), 633-59
The authors analyze the optimal design of debt maturity, coupon payments, and dividend payout restrictions under asymmetric information. They show that, if the asymmetry of information is concentrated around long-term cash flows, firms finance with coupon-bearing long-term debt that partially restricts dividend payments. If the asymmetry of information is concentrated around near-term cash flows and there exists considerable refinancing risk, firms finance with coupon-bearing long-term debt that does not restrict dividend payments. Finally, if the asymmetry of information is uniformly distributed across dates, firms finance with short-term debt.

If at First You Don’t Succeed: The Effect of the Option to Resolicit on Corporate Takeovers

Review of Financial Studies 2006 19(2), 561-603
This article models, and experimentally simulates, the free-rider problem in a takeover when the raider has the option to “resolicit,” that is, to make a new offer after an offer has been rejected. In theory, the option to resolicit, by lowering offer credibility, increases the dissipative losses associated with free riding. The outcomes of our experiment support this prediction and produce losses from free riding even higher than theoretically predicted. These dissipation losses reduce raider gains to less than 3% of synergy value of the acquisition