AFA2019会议论文(45):Creditor and Shareholder Monitoring金融经济学 2月3日
1. Management (of) Proposals
Ilona Babenko, Arizona State University Goeun Choi, Arizona State University Rik Sen, University of New South Wales
Abstract We study factors that motivate executives to put up new management proposals for shareholder voting and examine whether the voting process is biased. Using shareholder voting records from 2003 to 2015, we find that firms with tighter short-selling constraints and better recent performance launch more management proposals. Shareholder activism can also trigger management proposals, especially if shareholders target governance issues. However, we find evidence of manipulation of voting outcomes by management as frequency of proposals receiving votes slightly above the passing threshold is three times higher than those slightly below. The manipulation is more pronounced for special meetings, firms with low institutional ownership and less independent boards, and for proposals with a negative ISS recommendation. We identify several mechanisms by which executives influence the voting outcome in their favor, such as meeting adjournment and selective campaigning.
原文链接: https://editorialexpress.com/cgi-bin/conference/download.cgi?db_name=AFA2019&paper_id=1855
2. Directors’ Duties Laws and Long-Term Firm Value
Martijn Cremers, University of Notre Dame Scott Guernsey, University of Oklahoma Simone Sepe, University of Arizona
Abstract This paper analyzes the long-term value impact of enhanced director discretion to consider the interests of all stakeholders by exploiting the quasi-natural experiment provided by the staggered adoption of directors’ duties laws (also known as corporate constituency statutes) in 35 U.S. states over the period 1984 to 2006. We document that the enactment of these laws results in an economically and statistically significant increase in firm value. The increase in firm value is stronger for larger and more complex firms, firms more exposed to endogenous uncertainty and with stronger stakeholder relationships. Our results support the bonding hypothesis that enhanced director discretion to protect stakeholder interests promotes long-term firm value by reducing a firm’s contracting costs. They also support the view that enhanced director discretion help internalize the externalities that firms create in incomplete markets, leading to more efficient production to the benefit of all stakeholders, including shareholders.
原文链接: https://editorialexpress.com/cgi-bin/conference/download.cgi?db_name=AFA2019&paper_id=567
3. Coordinated Engagements
Elroy Dimson, University of Cambridge Oğuzhan Karakaş, University of Cambridge Xi Li, University of Cambridge and London School of Economics and Political Science
Abstract We study the nature and benefits of coordinated engagements by a prominent international network of activist shareholders cooperating to influence firms on environmental and social issues. We find a two-tier engagement strategy combining a lead investor with numerous supporting investors is effective in successfully achieving the stated engagement goals and subsequently improving target performance. Success rates are elevated when the lead investor is domestic and the supporting investors are international. An activist is more likely to lead the collaborative dialogue when its stake in the target firm is higher and relatedly when the free-rider problem is less pronounced in coalition.
原文链接: https://editorialexpress.com/cgi-bin/conference/download.cgi?db_name=AFA2019&paper_id=2081
4. Taxing Successful Innovation: The Hidden Cost of Meritless Class Action Lawsuits
Elisabeth Kempf, University of Chicago Oliver Spalt, Tilburg University
Abstract Meritless securities class action lawsuits disproportionally target firms with successful innovations. We establish this fact using data on securities class action lawsuits against U.S. corporations between 1996 and 2011 and the private economic value of a firm’s newly granted patents as a measure of innovative success. Our findings suggest that the U.S. securities class action system imposes a substantial implicit “tax” on highly innovative firms, thereby reducing incentives to innovate ex ante. Changes in investment opportunities and corporate disclosure induced by the innovation appear to make successful innovators attractive litigation targets.
原文链接: https://editorialexpress.com/cgi-bin/conference/download.cgi?db_name=AFA2019&paper_id=1472
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