We examine effects of capital structure management and misvaluation on the payment method in mergers and acquisitions. In a sample of 3,097 transactions, we find evidence both for leverage optimization and misvaluation as drivers for the decision to pay with cash or stock. Our evidence also shows that it is difficult to pay with overvalued stock unless justified by economic fundamentals. Few bidders try and often only succeed after going hostile. Paying with cash while capital structure optimization suggests stock payment is more common. These firms are reluctant to pay with undervalued stock and experience positive long-term excess returns.

In this paper, we provide one of the first large sample comparisons of cash policies in public and private US firms. We first show that on average private firms hold less than half as much cash as public firms do. The higher cash holdings of public firms are partially caused by the fact that public firms add more to their cash reserves in a given year, even controlling for a number of spending and savings factors, than do similar private firms. At the same time, however, we find that among firms with excess cash holdings, public firms spend more of it than do private firms. Thus, public firm managers are more aggressive in both accumulating and spending cash reserves. Finally, consistent with the presence of financing frictions, we find that private firms’ cash-to-cash flow sensitivity is higher than that of public firms. Overall, our evidence supports both the agency conflicts and the financing frictions views of corporate cash policy.

This paper examines a board's decision to hire a star CEO and analyzes the consequences of this decision for firm performance. We propose a new methodology to identify star CEOs by analyzing the texts contained in 18,240 Wall Street Journal news articles. Unlike previous measures, our new metric accounts for the time series variations of executives’ visibility as well as how favorably these executives are portrayed in the business press. The proposed measure indicates that boards with short industry tenure or busy boards are more likely to select a star CEO. Consistent with previous evidence, firms that hire star CEOs perform subsequently worse than firms that hire non-star CEOs. However, in contrast to previous work, we show that this underperformance is attributable to boards with short industry tenure or busy boards, rather than the inabilities of star CEOs. Furthermore, our event studies of stock market reactions to hiring news imply that investors prefer star CEOs selected by boards with long industry tenure. Our work contributes to the literature by offering insights into how board composition affects firm performance.

Coordination costs among a firm’s shareholders have an important impact on the market for corporate control. I use two measures, one based on the geographic distance among institutional shareholders and the other based on the correlation in their portfolio allocation decisions, to proxy for coordination costs. I find that target firms with low shareholder coordination costs experience significantly higher abnormal returns around the takeover announcement. In a similar vein, acquirer firms with low shareholder coordination costs are associated with higher acquisition announcement returns. These effects are particularly pronounced after the 1992 proxy reform that relaxes the restrictions on communication and coordination among shareholders. These findings suggest that the ease of coordination among shareholders plays an important role in the market for corporate control by raising the bargaining power of target shareholders and enhancing the monitoring role of both target and acquirer shareholders.

This paper examines the effects of the post-merger integration duration on acquiring firms’ leverage behavior before and after a merger, using a dynamic model in which full merger benefits cannot be consumed at the instant of a merger, but rather after a prespecified post-merger integration period. The model generates new implications related to acquiring firms’ leverage dynamics along with method of payment choice. Specifically, the model indicates that the post-merger integration duration is negatively associated with the market leverage of newly-merged firms at the time of merger completion and during the integration period. Further, acquirer managers are more likely to use equity to finance a merger when the integration duration is likely to be lengthy. Our empirical tests provide evidence consistent with the model implications.

Little is known about the underlying sources of gains from takeovers. Using plant-level data from the U.S. Census Bureau, I show that one source of gains is increased productivity of capital and labor in target plants. In particular, acquirers significantly reduce investments, wages, and employment in target plants, though output is unchanged relative to comparable plants. Acquirers also aggressively shut down target plants, especially those that are inefficient. Moreover, these changes help explain the merging firms' announcement returns. The total announcement returns to the combined firm are driven by improvements in target firm's productivity, rather than cutbacks in wages and employment. Also, targets with greater post-takeover productivity improvements receive higher offer premiums from acquirers. These results provide some of the first empirical evidence on the direct relation between productivity, labor, and stock returns in the context of takeovers.

We provide empirical evidence and a theoretical explanation for the asymmetries of capital growth rate at the firm level and in the aggregate. Capital growth rate at the firm level is positively skewed, while the average capital growth rate across firms, as well as its slope, is negatively skewed. We develop a model of irreversible corporate investment that can reconcile these opposite patterns. The key to our model is that firms do not observe the true state of economy and have to infer it from noisy signals. The time-varying uncertainty in the learning process leads to variations in the option value of waiting, which causes many firms to react to bad signals arriving in good times, and few firms to react to good signals arriving in bad times. As a result, the capital growth rate at the aggregate level exhibits a negative skewness both in levels and in the slope, even though irreversibility causes positive skewness at the individual firm level.

Agency theory posits that debt-like compensation (such as defined-benefit pensions and other deferred compensation) aligns managerial interests more closely with those of debtholders and reduces the agency cost of debt. Consistent with theory, we find that a higher CEO relative leverage, defined as the ratio of the CEO's inside leverage (debt-toequity compensation) to corporate leverage, is associated with lower cost of debt financing and fewer restrictive covenants, for a sample of private loans originated during 2006-2008. These findings persist after accounting for the endogeneity of CEO relative leverage, and are more pronounced for firms with higher default risk. Additional analysis on a sample of new public bond issues also shows a negative relation between CEO relative leverage and bond yield spread. Overall, the evidence supports the notion that debtholders recognize the incentive effects of executive debt-like compensation and adjust the terms of corporate debt contracts accordingly.

This study examines the effect of transaction costs and information asymmetry on firms’ capital-structure decisions in 40 countries. The findings indicate that transaction costs affect both capital-market timing and capital-structure rebalancing. Past market-timing activity has a significantly negative impact on the current debt ratio, and this impact is stronger for firms facing lower transaction costs of external financing, as defined by legal origin, capital-market development, and securities rules in their home countries. Further analysis indicates that firms in countries with lower transaction costs also rebalance their capital structure more quickly after a deviation from the target, but the rebalancing does not eliminate the market timing effect on capital structure completely.

In this paper we show that the volatility of risk is an important factor in explaining capital structure choices of firms. This effect is over and above the traditional determinants of capital structure such as the current level of risk, size, market-to-book ratio, tangibility of assets and profitability. We show that both (1) the fraction of debt in total new external financing raised by the firm, and (2) the long term debt as a fraction of the assets of the firm, are decreasing in the volatility of risk of the firm. Moreover this negative relationship is significantly stronger for firms that do not have a credit rating. These results are consistent with the theoretical reasons that we provide to explain the negative relationship between leverage and volatility of risk.