[We examine how managerial incentives affect acquisition decisions in the banking industry. We find that higher pay-for-performance sensitivity (PPS) leads to value-enhancing acquisitions. Banks whose CEOs have higher PPS have significantly better abnormal stock returns around the time of the acquisition announcements. On average, acquirers in the high-PPS group outperform their counterparts in the low-PPS group by 1.4% in a three-day window around the announcement. Higher PPS helps reduce the incentives for making value-destroying acquisitions, while at the same time promotes value-enhancing acquisitions. The positive market reaction can be rationalized by post-merger performance. Following acquisitions, banks with higher PPS experience greater improvements in their operating performance. We show that the effect of PPS is mainly evident in small and medium-sized banks, but is not present in large banks.]

Political expenditures are made by corporations to potentially influence legislators, regulators, and to encourage favorable outcomes for the corporation, such as policies which help reduce their corporate taxes. Using political spending data from Opensecrets.org, we examine whether S&P 500 firms that invest in political spending or are in industries with trade associations that invest in political spending accrue greater future tax benefits. Controlling for endogeneity, we first show that companies do not necessarily need to politically spend themselves; instead they can benefit from lower taxes from a spillover effect from trade group contributions. However, the benefit is not as large as if the firm contributed themselves. Companies benefit from investing in political spending by reducing both their Generally Accepted Accounting Principles (GAAP) and Cash ETRs, particularly if the firms use think tank and lobbying contributions which focus on tax issues. However, trade group contributions should focus on political contributions to candidates, particularly if those candidates are members of the Senate Finance or House Ways and Means committees. Finally, although there is a trailing effectiveness of political spending, a company needs to maintain it's spending in order to maintain the same level of tax savings as they have enjoyed in the past. The results are robust to a number of additional tests to control for causality and endogeneity. Overall, these results give additional insight into better understanding how different forms of political spending can benefit companies by lowering taxes.

Companies can increase executive compensation by allowing dividends to be paid on unvested restricted stocks grants, also known as stealth compensation. Examining all S&P 500 firms over the period 2003–2007, we find that more than half of the dividend paying firms allow this practice. We look at whether this form of compensation reduces agency costs or decreases value for shareholders. We find that CEOs' stealth compensation amounts to an average of $180,000 in additional income, which increases the CEOs' cash compensation and total compensation by 9% and 2% respectively. Firms engaging in stealth compensation have higher dividend payout ratios than those not allowing stealth compensation. For all firms using stealth compensation, there is a reduction in average ROA and Tobin's Q over the long run. However, stealth compensation companies with potential agency issues see a meaningful improvement in their long run performance. For weakly governed companies, stealth compensation may act as a bonding mechanism which may serve to reduce agency costs and therefore increase shareholder value.

This paper investigates how corporate governance plays a role in long-run tax management and contributes to the existing literature in several ways. First, we add insight into the horizon problems related to executive and director compensation and show that incentive compensation provides long-term incentives to improve performance by establishing a link between higher pay-performance sensitivity and lower taxes. Second, this is one of the first papers, to our knowledge, to empirically examine the role of governance in corporate tax management from a long-term perspective in order to better understand the lasting effects of governance. We find that incentive compensation drives managers to make investments into longer-horizon pay outs such as tax management. Furthermore, we find that this investment into tax management benefits shareholders; better tax management is positively related to higher returns to shareholders. We also address the endogeneity issues of corporate governance and performance measures. Finally, our paper is unique in examining which type of tax management strategy (domestic or foreign) different firms focus on. Our results shed light into how governance can improve firm performance and increase shareholder value in the long run.

We examine whether gender diversity at the target firm influences acquisition decisions by gender-diverse firms. Our findings show that gender-diverse acquirers are more likely to select gender-diverse targets over male-only firms. This preference is driven by specific attributes of female directors at the target firm, such as their educational and professional qualifications, networking abilities, functional experience, and industry expertise. Gender-diverse acquirers pay a lower premium to gender-diverse targets compared to male-only targets, and these acquisitions are positively received by the market, reflected in significant announcement-period abnormal returns. Additionally, gender-diverse firms that acquire gender-diverse targets show stronger post-acquisition performance compared to those acquiring male-only targets. These findings remain robust after addressing potential endogeneity concerns, including omitted variable bias and reverse causality.

We analyze the relation of private firms' CEO compensation with the probability of sale of a firm and its valuation at the time of the sale. Specifically, we study whether equity-based remuneration is consistent with compensating the CEO for effort related to selling the private firm, or with compensating for the illiquidity of the equity-based compensation for private firms. Using a sample of large private firms with public filings, we find that CEOs of IPO and acquired private firms have higher total and equity-based compensation than CEOs of firms that remain private. We also show that CEO compensation is positively related to the valuation premium of IPOs versus acquired firms.

We examine the extent to which directors with supply chain experience (DSCs) on corporate boards create informational advantages that improve strategies and outcomes related to mergers and acquisitions (M&A). Our results suggest that DSCs play a dual role by motivating value-enhancing acquisitions while simultaneously deterring value-destroying ones. The nature and extent of these effects depend on such factors as the size of the acquiring firm and the level of uncertainty in its operating environment. Furthermore, we find that DSCs are positively associated with abnormal announcement returns. Acquirers with at least one DSC outperform their counterparts without DSCs by 3.1% during a three-day window around the announcement. Our results hold after we address endogeneity concerns using multiple methods. Finally, we show that acquirer board representation by DSCs is positively related to post-merger operating performance and negatively related to the premium paid for the target.

We examine the effects of executive compensation and investor protection on payout policy in Europe. We find a negative (positive) relationship between both option and restricted stock compensation and dividends (repurchases). However, when the incentive compensation is dividend protected, dividend payouts increase. Firms in weak investor protection countries pay higher dividends consistent with maintaining a reputation for distributing excess free cash flows. However, growth firms in weak investor protection countries reduce dividends (increase repurchases) in relation to increases in equity-incentive compensation. Our results are consistent with growth firms in weak investor protection countries using equity incentives as a substitute for dividends to reduce agency costs.

We examine how managerial incentives affect acquisition decisions in the banking industry. We find that higher pay-for-performance sensitivity (PPS) leads to value-enhancing acquisitions. Banks whose CEOs have higher PPS have significantly better abnormal stock returns around the time of the acquisition announcements. On average, acquirers in the high-PPS group outperform their counterparts in the low-PPS group by 1.4% in a three-day window around the announcement. Higher PPS helps reduce the incentives for making value-destroying acquisitions, while at the same time promotes value-enhancing acquisitions. The positive market reaction can be rationalized by post-merger performance. Following acquisitions, banks with higher PPS experience greater improvements in their operating performance. We show that the effect of PPS is mainly evident in small and medium-sized banks, but is not present in large banks. The Author 2011. Published by Oxford University Press on behalf of The Society for Financial Studies. All rights reserved. For Permissions, please e-mail: [email protected]., Oxford University Press.

Examining bank behavior around Federal Reserve stress tests, we find that stress test banks increase capital ratios at the starting point for annual stress testing significantly more than non-stress test banks. These trends are completely reversed (and economically significant) in the other quarters. Further, the differences between stress test and non-stress test banks seen in stress test years do not occur in 2010, when the Fed did not conduct a stress test. Results show that, as they enter the stress test, stress test banks lower dividends significantly more than non-stress test banks. Finally, stress test banks spend significantly more on lobbying than non-stress test banks. The results suggest that stress test banks may be managing financial performance and investing in political spending to improve their chances of passing stress tests.