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Author : Christian M. Pfeil Publisher : Peter Lang Gmbh, Internationaler Verlag Der Wissenschaften Page : 0 pages File Size : 27,54 MB Release : 2002 Category : Capital investments ISBN : 9783631385746
What factors determine a firm's financing decision? Informational economics and contract theory have contributed a great deal to answer this question. This book contains three essays that further contribute to this strand of literature with the focus on theories that view capital structure as a disciplining instrument for a self-interested management. Some of the existing theories abstract from other disciplining devices such as ordinary incentive wages to justify debt as a mean to mitigate a moral hazard problem between managers and owners of a firm. Two of the models presented here turn to the question of whether debt can play a role as an incentive device when other incentive mechanisms are available as well. A third model revisits the signaling literature on capital structure in the light of new empirical evidence. All models are embedded into a corporate governance framework that allows to set the conclusions into a broader perspective.
Despite a clear distinction in law between equity and debt, the results of such a categorization can be misleading. The growth of financial innovation in recent decades necessitates the allocation of control and cash-flow rights in a way that diverges from the classic understanding. Some of the financial instruments issued by companies, so-called hybrid instruments, fall into a grey area between debt and equity, forcing regulators to look beyond the legal form of an instrument to its practical substance. This innovative study, by emphasizing the agency relations and the property law claims embedded in the use of such unconventional instruments, analyses and discusses the governance regulation of hybrids in a way that is primarily functional, departing from more common approaches that focus on tax advantages and internal corporate control. The author assesses the role of hybrid instruments in the modern company, unveiling the costs and benefits of issuing these securities, recognizing and categorizing the different problem fields in which hybrids play an important role, and identifying legal and contracting solutions to governance and finance problems. The full-scale analysis compares the U.K. law dealing with hybrid instruments with the corresponding law of the most relevant U.S. jurisdictions in relation to company law. The following issues, among many others, are raised: decisions under uncertainty when the risks of opportunism of the parties is very high; contract incompleteness and ex post conflicts; protection of convertible bondholders in mergers and acquisitions and in assets disposal; use of convertible bonds to reorganise and restructure a firm; timing of the conversion and the issuer’s call option; majority-minority conflict in venture capital financing; duty of loyalty; fiduciary duties to preference shareholders; and financial contract design for controlling the board’s power in exit events. Throughout, the analysis includes discussion, comparison, and evaluation of statutory provisions, existing legal standards, and strategies for protection. It is unlikely that a more thorough or informative account exists of the complex regulatory problems created by hybrid financial instruments and of the different ways in which regulatory regimes have responded to the problems they raise. Because business parties in these jurisdictions have a lot of scope and a strong incentive to contract for their rights, this book will also be of uncommon practical value to corporate counsel and financial regulators as well as to interested academics.
Capital structure and corporate governance are the important areas that represent salient part of corporate finance research. By studying various aspects of the two areas, this study attempts to deepen our understanding of the two. First, this study provides both a theoretical model and empirical evidence on the interaction between capital structure and managerial incentive compensation (one of key measures of corporate governance). Researchers acknowledge that the two interact to each other and the interaction should affect their optimal determination, but few studies formally consider the interaction. This study shows that due to the interaction through agency conflicts, key firm characteristics that represent agency costs affect leverage and managerial incentive compensation in opposite directions. After controlling for the opposite interactions, the two are shown to be positively related. Second, this study provides empirical evidence on the interaction between financial structure and product market performance by examining business group affiliated firms. The firms that are affiliated to a business group is not only affected by their own financial position, but also affected by the position of business groups which the firms belong to. The empirical investigation suggests that affiliated firms lose market shares to their rivals in their product market when their business group is financially weak due to high group leverage. Third, this study examines whether special governance structure of business groups is actually beneficial to the groups0́9 member firms. The study exploit unique dataset of firms that were once stand alone, but later acquired by business groups. The empirical methodology we employ can account for the fact that the firms which are acquired by business groups can be very different from other firms which are not acquired. The findings from matching estimator suggest that performance increase of the acquired firms is significantly greater than the performance of matched stand alone firms, implying that business groups are actually helping their affiliated firms to perform better than stand alone firms.
Author : Ralph P. Heinrich Publisher : Springer Science & Business Media Page : 262 pages File Size : 16,46 MB Release : 2002-06-04 Category : Business & Economics ISBN : 9783540432265
Corporate governance reform is currently on the agenda in the European Union, the United States, Japan and in emerging market economies. This book takes a fresh look at the reform debate by focusing on the trade-offs involved in reconciling the diverging interests of shareholders, creditors and managers. It shows how effective corporate governance systems exploit complementarities between the incentives generated by the capital structure, the ownership structure, investor monitoring, takeover threats, and management compensation to minimize the sum of all agency costs facing the public corporation. The book combines a general theoretical treatment with a detailed study of the institutions of corporate governance in Germany, Japan and the United States and a critical assessment of recent reforms.
Morellec, Nikolov, and Schürhoff (2012) predict that a self-interested manager prefers a leverage level that is lower than the shareholders' desired level, and effective corporate governance encourages timely capital structure rebalancing. In a U.S. sample during 1996-2008, we confirm that both a higher level of financial leverage and a faster speed of adjustment of leverage toward the shareholders' desired level are associated with a better corporate governance quality as defined by a more independent board featuring CEO-Chairman separation and greater presence of outside directors, coupled with larger institutional shareholding. In contrast, managerial incentive compensation on average discourages use of debt or adjustments toward the shareholders' desired level, consistent with its entrenchment effect. The effect of corporate governance on leverage adjustments is most pronounced when the initial leverage is between the manager's desired level and the shareholders' desired level where the interests of managers and shareholders conflict.
This book provides an integrative perspective on financial management and corporate governance deployed in management decisions. It analyzes wide-ranging issues such as valuation, capital investment, capital structure, mergers and acquisitions, shareholder and stakeholder value management, and corporate governance structure. Throughout the analyses, the book provides a coherent view of firms, laws and markets, and offers practical financial modeling techniques to assist in financial decisions.This book also incorporates the latest developments in practice, such as direct listings and SPACs in capital markets, contractual arrangements in mergers and acquisitions, setting of corporate purpose, protection of minority investors in related party transactions, balancing of shareholder and stakeholder value from an ESG perspective, and the growing influence of activist funds, index investors and proxy advisors. It looks at these complex issues in firm management through the dual lens of asymmetric information and conflicts of interest that managers deal with, and gives coherency and clarity to the understanding of these key issues in management.
Despite a vast literature on the capital structure of the firm there still is a big gap between theory and practice. Starting with the seminal work by Modigliani amp; Miller, much attention has been paid to the optimality of capital structure from the shareholders' point of view. Over the last few decades studies have been produced on the effect of other stakeholders' interests on capital structure. Well-known examples are the interests of customers who receive product or service guarantees from the company. Another area that has received considerable attention is the relation between managerial incentives and capital structure. Furthermore, the issue of corporate control and, related, the issue of corporate governance, receive a lion's part of the more recent academic attention for capital structure decisions. From all these studies, one thing is clear: The capital structure decision (or rather, the management of the capital structure over time) has to deal with more issues than the maximization of the firm's market value alone. In this paper, we give an overview of the different objectives and considerations that have been proposed in the literature. We show that capital structure decisions can be framed as multiple criteria decision problems which can then benefit from multiple criteria decision support tools that are widely available.
This dissertation consists of two essays that look at the outcome of agency costs of debt on the firm's capital structure and governance decisions. The first essay considers how monitoring of management by a shareholder aligned board of directors may induce an asymmetric information problem between shareholders and creditors. To mitigate this problem, the board may be more lenient with the manager and may have an incentive to be inherently weaker. In the second essay, I consider how creditors and shareholders interact when both actively monitor the manager. I demonstrate that, ex-post to floating debt, active shareholders may unilaterally shirk their monitoring duties to shift the burden of costly monitoring to debt claimants.
Research paper from the year 2015 in the subject Business economics - Accounting and Taxes, grade: A, Atlantic International University (SCHOOL OF BUSINESS AND ECONOMICS), language: English, abstract: Corporate governance involves different checks and balances with the ability to influence the incentives and monitoring of a firm's management. Sound corporate governance is predominantly essential when a firm's management is different from its ownership. Randall (2009) argued that in the absence of appropriate corporate governance, managers who are separate from a company's ownership may not be incentivized to work hard towards achieving shareholders' goal of maximizing profits. Instead, non-owner managers might end up lavishly spending money and other resources in ways that directly benefits themselves, for example on perks, and living an expensive life. Surprisingly, some other managers may be tempted to spend firm's money to accumulate personal wealth through frauds or theft.