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Board connections and M&A transactions

Journal of Financial Economics 2012 103(2), 327-349
We examine M&A transactions between firms with current board connections and find that acquirers obtain higher announcement returns in transactions with a first-degree connection where the acquirer and the target share a common director. Acquirer returns are also higher in transactions with a second-degree connection where one acquirer director and one target director serve on the same third board. Our results suggest that first-degree connections benefit acquirers with lower takeover premiums while second-degree connections benefit acquirers with greater value creation. Overall, we provide new evidence that board connectedness plays important roles in corporate investments and leads to greater value creation.

Why do countries matter so much in corporate social performance?

Journal of Corporate Finance 2016 41, 591-609
Why do levels of corporate social performance (CSP) differ so much across countries? We answer this question in an examination of CSP ratings of more than 2600 companies from 36 countries. We find that firm characteristics explain very little of the variations in CSP ratings. In contrast, variations in country factors such as stages of economic development, culture, and institutions account for a significant proportion of variations in CSP ratings across countries. In particular, we find that CSP ratings are high in countries with high income-per-capita, strong civil liberties and political rights, and cultures oriented toward harmony and autonomy. Furthermore, we find that home country factors explain a smaller portion of the overall variations in CSP for multinationals and cross-listed firms than for non-multinationals and pure domestic firms, respectively.

Paying by Donating: Corporate Donations Affiliated with Independent Directors

Review of Financial Studies 2021 34(2), 618-660
Corporate donations to charities affiliated with the board’s independent directors (affiliated donations) are large and mostly undetected due to lack of formal disclosure. Affiliated donations may impair independent directors’ monitoring incentives. CEO compensation is on average 9.4% higher at firms making affiliated donations than at other firms, and it is much higher when the compensation committee chair or a large fraction of compensation committee members are involved. We find suggestive evidence that CEOs are unlikely to be replaced for poor performance when firms donate to charities affiliated with a large fraction of the board or when they donate large amounts.

Common auditors in M&A transactions

Journal of Accounting and Economics 2016 61(1), 77-99
We examine merger and acquisition (M&A) transactions in which the acquirer and the target share a common auditor. We predict that a common auditor can help merging firms reduce uncertainty throughout the acquisition process, which allows managers to more efficiently allocate their capital, resulting in higher quality M&As. Consistent with our prediction, we find that deals with common auditors have higher acquisition announcement returns than do non-common-auditor deals. Further, we find that the common-auditor effect is more pronounced for deals with greater pre-acquisition uncertainty and deals involving acquirers and targets that are audited by the same local office of the common auditor. We also find that there is an increased probability of an M&A for firms with a common auditor. Collectively, our evidence suggests that common auditors act as information intermediaries for merging firms, resulting in higher quality acquisitions.

Tone at the top: CEOs’ religious beliefs and earnings management

Journal of Banking & Finance 2019 106, 195-213
Diverging from recent research that focuses on the effect of community religion on corporate outcomes, we study how top executives’ personal religiosity affects corporate transparency. Using educational experience in church-affiliated colleges as a proxy for CEOs’ religiosity, we show that firms with religious CEOs are associated with significantly less earnings management than firms with non-religious CEOs. Our results are robust to using matched samples and a difference-in-differences analysis based on voluntary CEO turnovers. The effect of CEO religiosity on earnings management is more pronounced when firms use more equity-based CEO compensation or when firms face higher operating cash flows volatility, and the effect is weaker in the post-SOX period. We also find evidence that firms with religious CEOs are less likely to engage in real earnings management. Taken together, our findings suggest an important role of CEOs’ religious beliefs in shaping corporate policies.