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ESSAYS ON CORPORATE GOVERNANCE
Title
ESSAYS ON CORPORATE GOVERNANCE.
Creator
Yang, Minhua, Frye, Melissa, University of Central Florida
Abstract / Description
This dissertation is composed by two essays that explore the changes in corporate governance around the passage of Sarbanes-Oxley (SOX) 2002. In the first essay, I examine the relation between board structure and compensation as a bargaining game between the board and the CEO. Bargaining game theories describe an endogenous process of determining the structure of director and CEO compensation. The Sarbanes-Oxley Act (SOX) altered the equilibrium of power between the board and CEO by changing...
Show moreThis dissertation is composed by two essays that explore the changes in corporate governance around the passage of Sarbanes-Oxley (SOX) 2002. In the first essay, I examine the relation between board structure and compensation as a bargaining game between the board and the CEO. Bargaining game theories describe an endogenous process of determining the structure of director and CEO compensation. The Sarbanes-Oxley Act (SOX) altered the equilibrium of power between the board and CEO by changing the monitoring role of the board. SOX essentially provides a natural experiment to test how a shock to the bargaining game alters the balance of power between directors and the CEO. Using the ratio of director compensation to CEO compensation to proxy for bargaining power, I find a significant increase following the passage of SOX, consistent with directors gaining bargaining advantage. Moreover, firms with strong shareholder rights exhibit even greater evidence of power shifting to the directors. Overall, the results suggest that directors gain more power relative to the CEO in determining compensation plans and strong shareholder rights help firms to align directors' incentives with those of shareholders. In the second essay, I examine the relation between CEO compensation structure and acquirer returns. In the literature, researchers find that executive compensation structures influence corporate acquisition decisions. Equity-based executive compensation should reduce the non-value-maximizing behavior of acquiring managers. A series of corporate reforms such as SOX and the FASB expensing rule affected the structure of CEO equity-based compensation. I find a significant increase in CEO restricted stock compensation and a significant decrease in CEO option-based compensation following these reforms. I also find that CEOs with strong managerial power are more likely to receive more restricted stock in their compensation package after the 2002 reforms. Finally, I find a significant positive relation between the restricted stock compensation of acquiring firm CEOs and abnormal stock returns after 2002. This provides empirical support on the effectiveness of the shift away from options towards restricted stock in executive compensation packages. Restricted stock is associated with better merger decisions.
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Date Issued
2009
Identifier
CFE0002916, ucf:48009
Format
Document (PDF)
PURL
http://purl.flvc.org/ucf/fd/CFE0002916
Three essays on the compensation, structure, and decision making of the board of directors
Title
Three essays on the compensation, structure, and decision making of the board of directors.
Creator
Pham, Duong, Frye, Melissa, Turnbull, Geoffrey, Gatchev, Vladimir, Farrell, Kathleen, University of Central Florida
Abstract / Description
My first essay examines compensation of newly formed boards of directors following tax-free corporate spin-offs. The empirical results show newly formed spin-off boards are paid significantly more than peer boards in the same industry with similar firm size. Higher compensation is observed for spin-off firms where the CEOs are not formerly employed by the parent firms but not for spin-off firms with parent related CEOs, indicating that new directors demand higher compensation for the work...
Show moreMy first essay examines compensation of newly formed boards of directors following tax-free corporate spin-offs. The empirical results show newly formed spin-off boards are paid significantly more than peer boards in the same industry with similar firm size. Higher compensation is observed for spin-off firms where the CEOs are not formerly employed by the parent firms but not for spin-off firms with parent related CEOs, indicating that new directors demand higher compensation for the work involved in setting up the new governing system for the spun-off firms especially when there is a brand new CEO managing the spinoff firm. Differences in the structure of director compensation are consistent with better incentive alignment for the newly formed spinoff boards who have the rare opportunity to design their compensation from scratch. The paper also finds evidence that limited CEO's influence on the composition of the spinoff board leads to weaker cronyism between the board and the CEO of spinoff firms.My second essay explores the role CEO gender plays in shaping the board of directors. The literature provides strong evidence that male CEOs are more overconfident than female CEOs. I contend that a male CEO, who may overestimate his ability and/or underestimate the monitoring role of the board, will prefer to exert as much control over the board as possible and thus prefer a weaker board. I find consistent results that new male CEOs are more likely to increase board size, decrease board independence, reduce board gender diversification, have worse director attendance and have lower overall board monitoring. In contrast, new female CEOs have more gender diversified boards and are associated with an increase in overall board monitoring intensity. I also find supporting evidence in terms of CEO compensation, where new male CEOs gain more control and are compensated more in both total compensation and equity compensation post transition, consistent with what we expect from a weaker board.iiiMy third essay examines CEO's influence on the board of directors in spinoff firms. CEO's influence on the board of directors has been the main concern for shareholders who entrust the firm board with the task of monitoring the firm CEOs. Current literature shows that the more powerful the CEO, the better he is able to extract rents via his compensation at the expense of shareholders. In this study, I utilize a sample of spinoff firms that need to form a brand new board of directors from scratch to shed more lights on the CEO influence question. Particularly, I hypothesize and find that since spinoff CEOs appointed from the parent firm have more influence over the selection of spinoff directors, they enjoy higher compensation with lower pay-performance sensitivity (PPS) and have lower turnover-performance sensitivity than CEOs at similar non-spinoff firms. In contrast, spinoff CEOs hired from outside the pre-spinoff business have similar compensation, PPS and turnover-performance sensitivity to their peers. The results provide supporting evidence for the CEO influence hypothesis and show that limiting CEO's involvement in the selection of directors might help mitigate subsequent CEO rent seeking behavior.
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Date Issued
2017
Identifier
CFE0006639, ucf:51245
Format
Document (PDF)
PURL
http://purl.flvc.org/ucf/fd/CFE0006639
INVESTIGATE THE WEALTH EFFECT OF INVESTMENT BANKS AND FAIRNESS OPINIONS THEY PROVIDE IN CORPORATE MERGERS AND ACQUISITIONS
Title
INVESTIGATE THE WEALTH EFFECT OF INVESTMENT BANKS AND FAIRNESS OPINIONS THEY PROVIDE IN CORPORATE MERGERS AND ACQUISITIONS.
Creator
Wang, Weishen, Whyte, Ann Marie, University of Central Florida
Abstract / Description
The dissertation studies the value of both investment banks' services on the whole and fairness opinions specifically, which the banks provide to the acquiring firms. In the first chapter, I examine how investment banks and acquiring firms' governance quality interact to affect shareholders' wealth in corporate mergers and acquisitions. Although the wealth impact of investment banks in mergers and acquisitions is widely studied in the literature, existing studies do not consider...
Show moreThe dissertation studies the value of both investment banks' services on the whole and fairness opinions specifically, which the banks provide to the acquiring firms. In the first chapter, I examine how investment banks and acquiring firms' governance quality interact to affect shareholders' wealth in corporate mergers and acquisitions. Although the wealth impact of investment banks in mergers and acquisitions is widely studied in the literature, existing studies do not consider the interaction between governance quality and investment banks. I examine how investment banks and governance quality of acquiring firms interact to affect the wealth of acquiring firms' shareholders. I find that acquiring firms with poor governance are more likely to use investment banks in the deal. This association holds even after controlling for deal feature and other characteristics. I find that the use of investment banks per se does not result in a wealth reduction for the acquiring firms' shareholders. However, when the acquiring firm has poor governance, the use of investment bank is associated with extra value loss for the shareholders. The finding suggests that investment banks may help managerial empire building at the expense of shareholders under some circumstances. The study indicates that when studying investment bank's impact it is important to consider the quality of the hiring firms' governance. In the second chapter, I investigate the wealth implications of fairness opinions that the board of an acquiring firm purchases in corporate mergers from investment banks. Using the propensity score matching method to address the self-selection issue, I find that firms undertaking opinioned mergers under-perform firms with non-opinioned matching mergers in short windows around the announcement date. In the long run, the firms with opinioned merger do not perform better than firms with non-opinioned mergers. The acquiring firms perform poorly relative to their performance before the mergers, irrespective of whether their mergers are opinioned. Over a 12-month window after the mergers, the acquiring firms involved in both opinioned and non-opinioned mergers under-perform matching firms that do not make mergers. These findings are consistent with the hypothesis that the board buys a fairness opinion for its self-protection instead of maximization of shareholder wealth. The implication of this finding is that when investors evaluate mergers, they should focus primarily on deal characteristics, not fairness opinion.
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Date Issued
2007
Identifier
CFE0001621, ucf:47173
Format
Document (PDF)
PURL
http://purl.flvc.org/ucf/fd/CFE0001621
Essays on the Effect of Excess Compensation and Governance Changes on Firm Value
Title
Essays on the Effect of Excess Compensation and Governance Changes on Firm Value.
Creator
Dah, Mustafa, Frye, Melissa, Whyte, Ann, Gatchev, Vladimir, Schnitzlein, Charles, Campbell, Terry, University of Central Florida
Abstract / Description
This dissertation consists of three essays on the effect of excess compensation and corporate governance changes on the firm's performance. The first paper utilizes a cost minimization stochastic frontier approach to investigate the efficiency of director total compensation. Our findings suggest that board members are over compensated. We show that, on average, the director actual compensation level is above the efficient compensation level by around 63%. Our results suggest that an increase...
Show moreThis dissertation consists of three essays on the effect of excess compensation and corporate governance changes on the firm's performance. The first paper utilizes a cost minimization stochastic frontier approach to investigate the efficiency of director total compensation. Our findings suggest that board members are over compensated. We show that, on average, the director actual compensation level is above the efficient compensation level by around 63%. Our results suggest that an increase in director excess compensation decreases the likelihood of CEO turnover, reduces the turnover-performance sensitivity, and increases managerial entrenchment. Thus, the surplus in director compensation is directly associated with managerial job security and entrenchment. Furthermore, although director excess compensation is not significantly inversely related to the firm's future performance, it has an indirect negative effect on future performance through its impact on the entrenchment-performance relationship. Therefore, this essay proposes that the overcompensation of directors is directly associated with a board culture predicated by mutual back-scratching and collusion between the CEO and the board members. The second essay tests the effect of an exogenous shock, the Sarbanes-Oxley Act (SOX) of 2002, on the structure of corporate boards and their efficiency as a monitoring mechanism. The results suggest an increase in the participation of independent directors at the expense of insiders. Consequently, we investigate the implications of board composition changes on CEO turnover and firm value. We document a noticeable reduction in CEO turnover in the post-SOX period. We also demonstrate that, after SOX, a board dominated by independent directors is less likely to remove a CEO due to poor performance. Finally, we highlight a negative association between the change in board composition and firm value. We propose that our findings are predicated on an off equilibrium result whereby firms were forced to modify their endogenously chosen board composition. Therefore, contrary to the legislators' objectives, we suggest that the change in board structure brought about inefficient monitoring and promoted an unfavorable tradeoff between independent directors and insiders. The third essay examines the relationship between the firm's governance structure and its value during different economic conditions. We show that both relative industry turnover and CEO entrenchment increase during economic downturns. We also find that relative industry turnover and managerial entrenchment have opposite impacts on the value of the firm throughout the recessionary period. While industry turnover leads to an appreciation in firm value, managerial entrenchment reduces shareholders' wealth. The negative impact of managerial entrenchment on firm value, however, outweighs the positive impact of industry turnover. Accordingly, we propose that a recession provides managers with a good opportunity to camouflage their behavior and extract more private benefits and, thus, blame the poor performance on bad economic conditions.
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Date Issued
2012
Identifier
CFE0004202, ucf:49029
Format
Document (PDF)
PURL
http://purl.flvc.org/ucf/fd/CFE0004202
INSTITUTIONAL DESIGN AND ECONOMIC INEQUALITY: SOCIOECONOMIC ACTORS AND PUBLIC POLICY IN GERMANY AND THE UNITED STATES
Title
INSTITUTIONAL DESIGN AND ECONOMIC INEQUALITY: SOCIOECONOMIC ACTORS AND PUBLIC POLICY IN GERMANY AND THE UNITED STATES.
Creator
Hudson, Jennifer, Kinsey, Barbara, University of Central Florida
Abstract / Description
In this thesis I conduct a comparative analysis of the influence of socioeconomic actors, business and labor, on public policy in Germany and the United States, specifically public policy that has an impact on economic inequality. The objective of this study is to gain a better understanding of how institutional constructs may determine the level of influence by different socioeconomic actors on public policy. In particular, I examine the link between institutional design and economic...
Show moreIn this thesis I conduct a comparative analysis of the influence of socioeconomic actors, business and labor, on public policy in Germany and the United States, specifically public policy that has an impact on economic inequality. The objective of this study is to gain a better understanding of how institutional constructs may determine the level of influence by different socioeconomic actors on public policy. In particular, I examine the link between institutional design and economic inequality, specifically the relative influence of business interests in varying types of capitalist economies and democratic systems, and assess those facets of institutional design that may facilitate the channeling of business influence in policy making. I explore institutional changes in the German political and economic system beginning in the late 1980s to determine whether these changes have altered the policy making process over time, and analyze similarities with institutional changes that have taken place in the United States beginning in the late 1970s to present. Further, I examine whether shifts in institutional design indicate that the German system is transitioning towards a more liberal model similar to that of the United States, and consider what effects this may have on the level of economic inequality in Germany. To conduct my analysis I use the Institutional Analysis and Development (IAD) framework; based on the IAD framework I create a conceptual map of the channels by which socioeconomic actors are involved in the policy making process. I evaluate the policy-making process in both formal and informal policy arenas. The policy areas analyzed include corporate governance, industrial relations, and tax, welfare and minimum wage policy during the selected time periods. The analysis shows that the institutional designs that produced the selected policies benefit business interests and may contribute towards economic inequality. The larger goal is to develop research that will build a theoretical foundation to help us identify how these systems may be improved to produce a more equitable allocation of economic resources.
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Date Issued
2014
Identifier
CFH0004690, ucf:45243
Format
Document (PDF)
PURL
http://purl.flvc.org/ucf/fd/CFH0004690