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Merger negotiations and the toehold puzzle☆

Journal of Financial Economics 2008 91(2), 158-178 open access
The substantial control premium typically observed in corporate takeovers makes a compelling case for acquiring target shares (a toehold) in the market prior to launching a bid. Moreover, auction theory suggests that toehold bidding may yield a competitive advantage over rival bidders. Nevertheless, with a sample exceeding 10,000 initial control bids for US public targets, we show that toehold bidding has declined steadily since the early 1980s and is now surprisingly rare. At the same time, the average toehold is large when it occurs (20%), and toeholds are the norm in hostile bids. To explain these puzzling observations, we develop and test a two-stage takeover model where attempted merger negotiations are followed by open auction. With optimal bidding, a toehold imposes a cost on target management, causing some targets to (rationally) reject merger negotiations. Optimal toeholds are therefore either zero (to avoid rejection costs) or greater than a threshold (so that toehold benefits offset rejection costs). The toehold threshold estimate averages 9% across initial bidders, reflecting in part the bidder's opportunity loss of a merger termination agreement. In the presence of market liquidity costs, a threshold of this size may well induce a broad range of bidders to select zero toehold. As predicted, the probability of toehold bidding decreases, and the toehold size increases, with the threshold estimate. The model also predicts a relatively high frequency of toehold bidding in hostile bids, as observed. Overall, our test results are consistent with rational bidder behavior with respect to the toehold decision.

Can hedging tell the full story? Reconciling differences in United States aggregate- and industry-level exchange rate risk premium☆

Journal of Financial Economics 2008 90(2), 169-196
While the importance of currency movements to industry competitiveness is theoretically well established, there is little evidence that currency risk impacts US industries. Applying a conditional asset pricing model to 36 US industries, we find that all industries have a significant currency premium that adds about 2.47 percentage points to the cost of equity and accounts for approximately 11.7% of total risk premium in absolute value. Cross-industry variation in the currency premium is explained by foreign income, industry competitiveness, leverage, liquidity, and other industry characteristics, while its time variation is explained by US aggregate foreign trade, monetary policy, growth opportunities, and other macro variables. The results indicate that methodological weakness, not hedging, explains the insignificant industry currency risk premium found in previous work, thus resolving the puzzle that currency risk premium is important at the aggregate stock market level, but not at the industry level.

Do investors value smooth performance?☆

Journal of Financial Economics 2008 90(3), 237-251
This paper presents empirical evidence that cash-flow volatility is negatively valued by investors. The magnitude of the effect is substantial with a 1% increase in cash-flow volatility, resulting in approximately a 0.15% decrease in firm value. We show that this increase, however, is not associated with earnings smoothing resulting from managers’ accrual estimates. Our results are consistent with a preference by the market for less volatile cash flows and suggest that managers’ efforts to produce smooth financial statements add value, but only via the cash component of earnings.

Further analysis of the expectations hypothesis using very short-term rates

Journal of Banking & Finance 2008 32(4), 600-613
Longstaff [Longstaff, F., 2000. The term structure of very short-term rates: new evidence for the expectations hypothesis. Journal of Financial Economics 58, 397–415] finds support for the expectations hypothesis at the very short end of the repurchase agreement (repo) term structure while other studies find calendar-time-based regularities cause rejection of the expectations hypothesis. Using Longstaff’s methods on a sample of repo rates that pre-dates Longstaff’s sample, we reject the expectations hypothesis for every maturity. The pre-Longstaff-sample repo data comes from a time period where the behavior of short-term interest rates is similar to the long-run average behavior of short-term interest rates. Our results imply that expectations hold when rates are less volatile and/or that we may be entering a period of lower volatility.

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.

Perspectives on Mechanism Design in Economic Theory

American Economic Review 2008 98(3), 586-603
Economics began with Xenophon’s Oeconomicus (c 360 BCE), in which Socrates interviews a model citizen who has two primary concerns. He goes out to his farm in the country to monitor and motivate his workers there. Then he goes back to the city, where his participation in various political institutions is essential for maintaining his rights to own this farm. Such concerns about agents’ incentives and political institutions are also central in economic theory today. But they were not always. Two centuries ago, economics developed as an analytical social science by focusing on produc tion and allocation of material goods, developing methodologies of national-income accounting and price theory. Questions about resource allocation seemed particularly amenable to math ematical analysis, because flows of goods and money are measurable and should satisfy flowbalance equations and no -arbitrage conditions. From this perspective, the classical economic problem was that people’s ability to satisfy their desires is constrained by limited resources. The classical economic result was that unrestricted free trade can achieve allocative efficiency, in the sense that reallocating the available resources cannot improve everyone’s welfare. A shift of focus from allocation of resources back to analysis of incentives began from the time of Augustin Cournot (1838), when economic theorists began to analyze optimal decisions of rational individuals as a tool for understanding supply and demand in price theory (see Jurg

Creative destruction and firm-specific performance heterogeneity☆

Journal of Financial Economics 2008 89(1), 109-135
Traditional U.S. industries with higher firm-specific stock return and fundamentals performance heterogeneity use information technology (IT) more intensively and post faster productivity growth in the late 20th century. We argue that this mechanically reflects a wave of Schumpeter's creative destruction disrupting a wide swath of industries, with successful IT adopters unpredictably undermining established firms. This validates endogenous growth theory models of creative destruction and suggests intensified creative destruction as explaining findings associating greater firm-specific performance variation with higher per capita GDPs, economy growth rates, accounting standards, financial system development, and property right protection.

Information asymmetry and investment–cash flow sensitivity

Journal of Banking & Finance 2008 32(6), 1036-1048
Models of capital market imperfections predict that information asymmetry decreases firm investment and increases the sensitivity of investment expenditures to fluctuations in internal funds. Previous empirical tests of the link between investment and financing decisions have relied on indirect measures of financial constraint due to market frictions. In contrast, we use more direct measures derived from the market microstructure literature. Consistent with the theoretical predictions, our analysis shows that scaled investment expenditures are on average lower and the investment–cash flow sensitivity is greater when the probability of informed trading is high. Our results are robust to alternative measures of informed trading and liquidity, but they are not pervasive in our sample.

The Test of Understanding of College Economics

American Economic Review 2008 98(2), 547-551
This edition of the Test of Understanding of College Economics (TUCE-4) is a revision of a test that was developed 40 years ago, and has a long history of use by teachers and researchers in the economics profession. The previous editions and their uses have been described in earlier studies (e.g., Rendigs Fels 1967; Phillip Saunders, Fels, and Arthur L. Welsh 1981; Saunders 1991) and in research in economic education (e.g., William E. Becker 1997). As with past editions, the TUCE-4 has two main objectives: to offer a reliable and valid assessment instrument for students in principles of economics courses; and to provide norming data for a national sample of students in principles classes so instructors can compare the performance of their students on a pretest and a posttest with this national sample. Separate exams were prepared in microeconomics and macroeconomics. Both exams consist of 30 multiple-choice items and can be administered within the time constraints of a single class period for most course formats. What follows is a description of the revision process, the content and cognitive specifications, the norming sample, and the statistical characteristics of the TUCE-4.