This study investigates variations in covenants across different classes of preferred stock and describes the role of accounting numbers in such covenants. The findings indicate that covenants in contracts that protect the priority of the claims of preferred stockholders are more prevalent in very debt‐like preferred stock issues when there are greater anticipated conflicts over claim priority with common stockholders. When the preferred stock issues take on common equity‐like interests, there is less opportunity for common stockholders to gain from diluting the priority of the claims of the preferred stockholders. Consequently, the contracts are not configured to the same extent of restrictions on wealth transfers. Audited accounting numbers are utilized extensively in these covenants, and the contracts adjust these numbers to limit management's discretion in their choice of accounting policies for relaxing the covenants. Résumé. Les auteurs analysent les différences observées dans les clauses restrictives associées à diverses catégories d'actions privilégiées et décrivent le rôle des données comptables chiffrées dans ces clauses. Les conclusions de l'étude révèlent que les clauses restrictives des contrats qui assurent la priorité des créances des actionnaires privilégiés sont plus répandues dans les émissions d'actions privilégiées s'apparentant très étroitement à des titres d'emprunt lorsque les conflits prévus avec les actionnaires ordinaires en ce qui a trait à la priorité des créances sont plus importants. Lorsque les actions privilégiées émises s'apparentent davantage à des actions ordinaires, les actionnaires ordinaires sont moins susceptibles de tirer profit d'une dilution de la priorité des créances des actionnaires privilégiés. Par conséquent, les contrats ne sont pas structurés de façon à contenir des restrictions de même portée sur les transferts de richesse. Les données comptables vérifiées sont abondamment utilisées dans ce genre de clauses restrictives, et les contrats prévoient l'ajustement des données chiffrées de façon à limiter la discrétion dont jouit la direction dans le choix des conventions comptables susceptibles d'assouplir le caractère restrictif des clauses.

The most recently issued, on-the-run, Treasuries are extremely liquid and frequently trade at a premium in both the cash and repo, or financing, markets. Previous research suggests that both the cash and repo premiums reflect demand from buy-and-hold investors who value the superior liquidity of these securities and are reluctant to lend them in the repo market. We find evidence that premiums in the repo market are also closely related to market participants’ demand to hedge interest rate risk associated with their holdings of fixed income securities.

Of key importance in the governance structure of firms is the role of financial incentives for each major player. The main contribution of this article is an analysis of how an insider's concentration of wealth in his or her bank investment affects incentives to take risk. Major empirical findings are that, first, bank earnings variation falls when bank managers have more of their wealth concentrated in their banks; second, hired-manager banks become less risky when a person who has significant motivation to monitor bank management has his or her wealth highly concentrated in the bank; and third, stock ownership by hired managers can increase total risk of a bank. Further analysis suggests that community banks in our sample control earnings variation by manipulating idiosyncratic risk, credit risk, and leverage but not systematic risk or the loan-to-asset ratio.

We investigate the effects of technological change, deregulation, and dynamic changes in competition on the performance of US banks. Our most striking result is that during 1991–1997, cost productivity worsened while profit productivity improved substantially, particularly for banks engaging in mergers. The data are consistent with the hypothesis that banks tried to maximize profits by raising revenues as well as reducing costs. Banks appeared to provide additional or higher quality services that raised costs but also raised revenues by more than the cost increases. The results suggest that methods that exclude revenues when assessing performance may be misleading.

This paper examines the costs, wealth effects, and determinants of international capital raising for a sample of 260 public debt issues made by non-U.S. firms in the Yankee bond market. We find that investors demand economically significant premiums on bonds issued by firms that are located in countries that do not protect investors' rights and do not have a prior history of ongoing disclosure. The results provide support for the literature that suggests better legal protections and more detailed information disclosure increases the price investors will pay for financial assets. Journal of Economic Literature Classification Numbers: F3, G1.

Projects with negative expected value cannot obtain financing in competitive capital markets if all potential investors are risk neutral and have identical beliefs about the distribution of the project′s net revenue. We present a series of examples with heterogeneous beliefs in which it is possible for a project to obtain financing even though all investors in the project believe, conditional on the project being undertaken, that the project has negative expected value. An important feature of the examples is that the differences in beliefs are due only to differences in information, and are not simply arbitrary unexplained differences in opinions. Journal of Economic Literature Classification Numbers:D8, G1.

This study investigates the effect of changing tax accounting provisions for long-term manufacturing contracts between 1984–1985 and 1989–1990 on debt and accrual policies using a simultaneous equations approach. The results indicate that firms adjust debt ratios and discretionary accruals with relatively high book-tax conformity to achieve tax planning goals and use discretionary accruals with relatively low book-tax conformity to accomplish financial reporting objectives. Manufacturing firms directly affected by the change in tax rules for long-term contracts increase their leverage by 6.2 percentage points more than other manufacturers.

In this paper, an informational asymmetry exists between investors and the issuer of an initial public offering about the value of the security. To avoid market failure, a solution is proposed in which the issuer makes a disclosure about firm value that is verified by an investment banker. The investment banker enters into a contingent contract with investors which imposes a penalty if the ex post observable cash flow indicates fraudulent disclosure. A bivariate signalling model is formulated and solved, and testable implications are derived from comparative statics analysis.

Managers of conglomerates are hypothesized to effect firm-enlarging actions that yield greater remuneration for them but losses for shareholders. This hypothesis is tested by examining the gains and losses to senior managers and shareholders of twenty-nine large conglomerates from 1970 through 1975. The data reveal that the average manager's annual gains and losses from changes in stock returns far exceeded his remuneration. Furthermore, top managers of conglomerates where stock returns decreased left their positions more frequently than did the officers of the other conglomerates. These findings are inconsistent with the self-serving managerial hypothesis as it usually is stated.

This paper examines bond-for-bond refundings and their effects on stock returns. Refundings can affect the reported income, cash flows (including taxes), dividend constraints and financial ratios of firms. For a sample of 36 NYSE and ASE firms that performed refundings between 1971 and 1980, stock returns were significantly higher than predicted (only) around the release of the quarterly earnings announcement that included the refunding's effects. While the refundings were found to have many characteristics that were hypothesized to benefit shareholders, only the change in earnings per share was found to be associated with the prediction errors. Further, there appears to be no refunding-related information released in the quarterly earnings announcement, except for the refunding gain. These results imply that a portfolio of refunding firms can be created in advance of the quarterly earnings announcement that will generate abnormal returns around the earnings announcement. Because trading rules are inconsistent with the concept of an efficient capital market, these results constitute an anomaly.