We study how financial constraints affect the process of firm agglomeration and, in particular, the creation of conglomerates and firms with subsidiaries. We focus on the constraints related to the geographical segmentation of the debt market. We argue that conglomerates/firms with subsidiaries are born as the outcome of a process of agglomeration around less financially constrained firms. This has three major implications: a) conglomerates (firm with subsidiaries) should be less financially constrained than single-segment (no-subsidiary) firms, b) the headquarters – in general the seat of the aggregating company – should be the least financially constrained unit of the new entity and therefore firms with subsidiaries should be more likely to borrow at the headquarters level, c) if conglomerates (firms with subsidiaries) are less financially constrained than the average firm in the market, their Tobin’s Q should be lower than that of the single-segment (no-subsidiary) firms in the same industries – i.e., they should display a “conglomerate (firm with subsidiaries) discount”. We test these hypotheses employing a novel – and exogenous – geographical-based measure of financial constraints. We focus on the US corporations from 1997 to 2004. We show that firms headquartered in less financially constrained areas are more likely to be headquarters of conglomerates/firms with subsidiaries and that conglomerates/firms with subsidiaries are less financially constrained. At the moment of agglomeration (M&A) we document a significant negative relation between the difference in a degree of financial constraints between the bidder and the target and the probability of choosing the target as well as the value created in M&A. In the years following the acquisition Tobin’s Q of acquirers are decreasing relative to their peers which is consistent with the fact that access to lower cost of financing allows to implement projects with marginal Q lower than the average Q of existing projects. Next, we find that the less financially constrained is the headquarters compared to the subsidiaries, the higher is the percentage of the total financing that takes place at headquarters level. Finally, we document a strong positive correlation between the difference in financial constraints of the conglomerate (firm with subsidiaries) and the average degree of financial constraints of the single-segment (no-subsidiary) firms and the conglomerate (firm with subsidiaries) discount. Our findings suggest that conglomerates/firms with subsidiaries are less constrained because less constrained firms take over more constrained ones.

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.

本文研究了中国上市公司高管追求政治升迁的动机对公司投资行为的影响。研究结果发现，相对于配对公司，在高管获得政治升迁之前企业存在更为严重的过度投资行为，而在其获得政治升迁之后企业的投资不足现象更为严重。此外，非国有企业在高管政治升迁前的过度投资行为比国有企业更严重。我们还发现，与高管无政治升迁的公司相比，高管获得政治升迁公司在升迁之前的过度投资额越高，对公司经营业绩造成的损害程度越高。

：论文利用金融危机提供的自然实验机会，分析了女性董事的风险规避倾向是否影响公司的投资决策。论文通过对2007-2009年A股上市公司的实证分析发现，在金融危机期间，女性董事比率高的公司投资水平下降的更快，而且这种效应主要集中在过度投资的公司中。进一步的研究表明，在金融危机期间，女性董事比率高的公司倾向于通过减少长期借款来规避债务风险。论文的研究结论表明，在面临不确定性的情况下，女性的风险规避意识有利于减少公司的过度投资，降低债务风险，帮助公司规避金融危机所带来的不利影响。本文丰富了我们对公司投资行为的认识，以及女性高管在公司治理中所扮演的角色。

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.

困扰资本结构实证研究的一个难点是如何设计一套实证研究方案，排他性地证实或证伪资本结构的某个理论支系。本文通过一套排他性的实证设计，观察四个控制子样本的资本结构调整行为，并推断出哪个理论居于支配性地位。研究结果支持了动态权衡理论，即公司存在目标资本结构，调整成本阻碍了公司趋近其目标资本结构，调整成本越低，公司趋近目标资本结构的行为越明显；中国关于股票回购的限制阻碍了公司的资本结构调整；中国并不存在“股权融资偏好”现象，融资优序理论和“股权融资偏好理论”无法解释中国公司资本结构调整行为。