This study examines how classified boards affect workplace safety, an important dimension of employee welfare. Using comprehensive establishment-level injury data from the U.S. Occupational Safety and Health Administration and a novel classified board database, we document that firms with classified boards experience 12-13% lower workplace injury rates. To establish causality, we employ instrumental variable and difference-in-differences approaches exploiting staggered board declassifications. The safety benefits of classified boards operate through increased safety expenditures, reduced employee workloads, and enhanced external monitoring through analyst coverage. These effects are strongest in financially constrained firms and those with weaker monitoring mechanisms. Our findings support the bonding hypothesis that anti-takeover provisions facilitate long-term value creation by protecting stakeholder relationships and provide novel evidence that classified boards benefit rank-and-file employees, not just executives and major customers. The results reveal an important mechanism through which governance structures impact employee welfare and challenge the conventional view that classified boards primarily serve managerial entrenchment.

When examining corporate governance in China, it is crucial to recognize the unique socioeconomicstructures and legal systems at play. The mechanisms of corporate governance theorized in the West might not necessarily have the same impact in China. In particular, given China’s distinct feature of the domestic economy and its socio-political structure, the results of introducing a hostile takeover system might not align with common anticipations that scholars and policymakers in China and elsewhere broadly share. In greater detail, this paper highlights the significant market imperfections in the Chinese economy, stemming from information asymmetry, imperfect product markets, and capital-market inefficiency. These market imperfections suggest that an active hostile takeover regime might not function effectively in China, as its disciplinary mechanism operates successfully in other advanced countries. Additionally, this paper underscores that due to China’s distinctive features—including its state-owned corporate landscape, the dominance of controlling shareholders in private corporations’ ownership structures, and its unique brand of socialism—the introduction of an active takeover regime could produce unintended consequences in the Chinese economy. Overall, challenging the prevailing perspective, I posit that within the Chinese hostile takeover framework, corporate governance is not as influential as one might assume.

We provide firm-level evidence on the real effects of shadow banking in terms of technological innovation. Firm-to-firm entrusted loans, the largest part of the shadow banking sector in China, enhance the borrowers’ innovation output. The effects are more prominent when the borrowers are subject to severer financial constraints, information asymmetry, and takeover exposures. A plausible underlying channel is capital reallocations from less productive but easy-financed lender firms to more innovative but financially less-privileged borrower firms. Our paper suggests that shadow banking helps correct bank credit misallocations and thus serves as a second-best market design in financing the real economy.

We provide firm-level evidence on the real effects of shadow banking in terms of technological innovation. Firm-to-firm entrusted loans, the largest part of the shadow banking sector in China, enhance the borrowers’ innovation output. The effects are more prominent when the borrowers are subject to severer financial constraints, information asymmetry, and takeover exposures. A plausible underlying channel is capital reallocations from less productive but easy-financed lender firms to more innovative but financially less-privileged borrower firms. Our paper suggests shadow banking helps correct bank credit misallocations and thus serves as a second-best market design in financing the real economy

We examine the effects of controlling shareholder stock pledge on corporate acquisition decisions and associated performance. Consistent with our aggravated expropriation hypothesis, we find that pledging firms in China initiate more takeovers, but these acquisitions conducted by pledging firms experience lower announcement returns. We adopt the difference in differences and the instrumental variable approaches to establish causality. Channel tests further reveal that pledging acquirers overpay for the deals and are more likely to be involved in related party transactions. Cross-sectionally, we find that the relations between the share pledge and corporate acquisitiveness and returns are more pronounced for non-SOEs and firms with high-level excess cash. Lastly, we document that pledging acquirers underperform in the long-run in terms of lower ROAs and a greater likelihood of goodwill impairment. Overall, our findings indicate that controlling shareholders increasingly expropriate minority shareholders through self-serving corporate takeovers after the stock pledge.

We examine the effects of controlling shareholder stock pledge on corporate acquisition decisions and associated performance. Consistent with our aggravated expropriation hypothesis, we find that pledging firms in China initiate more takeovers, but these acquisitions conducted by pledging firms experience lower announcement returns. We adopt the difference in differences and the instrumental variable approaches to establish causality. Channel tests further reveal that pledging acquirers overpay for the deals and are more likely to be involved in related party transactions. Cross-sectionally, we find that the relations between the share pledge and corporate acquisitiveness and returns are more pronounced for non-SOEs and firms with high-level excess cash. Lastly, we document that pledging acquirers underperform in the long-run in terms of lower ROAs and a greater likelihood of goodwill impairment. Overall, our findings indicate that controlling shareholders increasingly expropriate minority shareholders through self-serving corporate takeovers after the stock pledge.

We empirically evaluate 20 prominent contributions to a broad range of areas in the empirical corporate finance literature. We assemble the necessary data and then apply a single, simple econometric method, the connected-groups approach of Abowd, Karmarz, and Margolis (1999), to appraise the extent to which prevailing empirical specifications explain variation of the dependent variable, differ in composition of fit arising from various classes of independent variables, and exhibit resistance to omitted variable bias and other endogeneity problems. In particular, we identify and estimate the role of observed and unobserved firm- and manager-specific characteristics in determining primary features of corporate governance, financial policy, payout policy, investment policy, and performance. Observed firm characteristics do best in explaining market leverage and CEO pay level and worst for takeover defenses and outcomes. Observed manager characteristics have relatively high power to explain CEO contract design and low power for firm focus and investment policy. Estimated specifications without firm and manager fixed effects do poorly in explaining variation in CEO duality, corporate control variables, and capital expenditures, and best in explaining executive pay level, board size, market leverage, corporate cash holdings, and firm risk. Including manager and firm fixed effects, along with firm and manager observables, delivers the best fit for dividend payout, the propensity to adopt antitakeover defenses, firm risk, board size, and firm focus. In terms of source, unobserved manager attributes deliver a high proportion of explained variation in the dependent variable for executive wealth-performance sensitivity, board independence, board size, and sensitivity of expected executive compensation to firm risk. In contrast, unobserved firm attributes provide a high proportion of variation explained for dividend payout, antitakeover defenses, book and market leverage, and corporate cash holdings. In part, these results suggest where empiricists could look for better proxies for what current theory identifies as important and where theorists could focus in building new models that encompass economic forces not contained in existing models. Finally, we assess the relevance of omitted variables and endogeneity for conventional empirical designs in the various subfields. Including manager and firm fixed effects significantly alters inference on primary explanatory variables in 17 of the 20 representative subfield specifications.

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.

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.

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.