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A central question in corporate finance has been about the optimal balance between both debt and equity financing when trying to determine the optimal capital structure of a new or existing firm. In this thesis, I investigate how the capital structure of the parent and carve-out company evolve following the carve-out itself. This investigation is a direct extension of Dittmar's (2004) work and contributes to the literature on the choice of a carve-out or spin-off. This leverage choice may be influenced by the parent corporation's need for cash, either to finance growth opportunities, to distribute cash to shareholders, or to repay debt (Michaely & Shaw, 1995). Using a sample of 102 subsidiaries that have completed a carve-out between the years of 1985 and 2001 , I find that carve-outs do not have higher debt levels than spinoffs as reported in Dittmar's (2004) study. I also find that the parent firms ' leverage does not decrease as predicted. Leverage actually increases during the three years following the carve-out. I have also found that cash constraints, collateral value, and the parent firms ' pre-debt level are positively related to leverage choice while the parent firms' precarve- out cash constraint is negatively correlated. However, there is no significance between leverage and firm size, growth opportunities, or profitability.

<p>This thesis focuses on three important topics in corporate finance: corporate governance, management efforts to avoid debt covenant violations and the cost of such violations. The thesis adds to these aspects of the finance literature and the findings are reported in chapters two, three and four.</p> <p>The second chapter focuses on the role of corporate governance in determining the interactions between financial leverage and profits and attests to the validity of the trade-off theory of capital structure. It examines management’s financing choice behaviour in distinctly different corporate governance settings to ascertain the effect of governance mechanisms on such behavior. The estimation methodology allows for financial leverage, profits and governance to be determined jointly, using an instrumental variable approach. The results of the paper demonstrate that leverage is increasing in profits when controlled for agency problems, and good governance firms exhibit the results predicted by the trade-off theory of capital structure.</p> <p>The third chapter examines management’s earnings manipulation activities around debt covenant violation through accrual manipulation and real earnings management. Covenant restrictions are expected to influence these activities in the quarters surrounding and the quarter of the violation. Cross-sectional analyses reveal the use of such strategies to report higher earnings in the periods surrounding the covenant violation. The results also show disparity in the use of accrual based and real earnings management techniques.</p> <p>The fourth chapter investigates the relation between debt covenant violation and the cost of new borrowing from three different aspects: the incidence of violation, the timing of violation and the frequency of violation. The results show that there are significant benefits to not violating a debt covenant and violators are penalized by the creditors for not upholding the contractual restrictions.</p> / Doctor of Philosophy (PhD)

<p>This thesis includes three essays on several important topics in empirical finance: Chief Executive Officer (CEO) risk-taking incentives, the cost and syndicate structure of bank loans and corporate investments with internal funds. This thesis contributes to these aspects of finance literature and the three essays are presented in Chapter 2, 3 and 4.</p> <p>The first essay investigates how implicit contractual relationship between creditors and borrowers attenuates the conflict of interest between creditors and shareholders that arises from CEO compensation contracts when a corporation can be considered a nexus of explicit and implicit contractual relationships among stakeholders. We find that bank loans for firms with CEOs who are provided with risk-taking incentives have higher spreads and shorter maturities. A relationship between the lender and its borrower mitigates the influence of incentives for CEO risk-taking on loan spread and loan maturity. Such a relationship is especially beneficial for informationally opaque firms. The results are robust to the endogeneity of relationships and the simultaneous determination of loan spread, loan maturity and collateral requirements. Our results highlight the importance of the interaction between explicit and implicit contractual relationships to a firm’s borrowing cost.</p> <p>The second essay investigates the effects of a borrowing firm’s CEO risk-taking incentives on the structure of the firm’s syndicated loans. The conflict of interest between creditors and shareholders arising from CEO risk-taking incentives is a major concern of borrower moral hazard for syndicate lenders, which require intensive monitoring by lead arrangers in a syndicate. When CEO risk-taking incentives are high, syndicates are structured to facilitate better due diligence and monitoring efforts. These syndicates have a smaller number of total lenders and are more concentrated, and lead arrangers will retain a greater portion of the loan. Moreover, we examine the factors that affect the link between CEO risk-taking incentives and syndicate loan structure. CEO risk-taking incentives have a lesser effect on the syndicate structure when lead arrangers have a good reputation and have a prior lending relationship with a borrowing firm. By contrast, CEO risk-taking incentives have a greater influence on syndicate structure when borrowing firms are informationally opaque, are financially distressed or have low growth prospects.</p> <p>The third essay studies corporate investments with internal funds when firms face real investment friction using a sample of U.S. oil companies from 2003 to 2011 before and after the 2008 financial crisis. We show that firms’ capital expenditures are more sensitive to their lagged cash holdings than to their contemporaneous cash flows. By making investments with realized cash holdings, firms can avoid the investment adjustment costs that are incurred when investing with uncertain cash flows. We also show that cash flow policies are affected by liquidity constraints following the 2008 financial crisis: firms build up more cash reserves from cash flows, cut back payouts and raise more debt to maintain cash holdings.</p> / Doctor of Business Administration (DBA)

The ability of outsiders to gain controlling interest in a firm has a large impact on managerial behavior. This threat has not been wielded in Indian corporations for the most part in spite of there being no direct regulatory hurdles in the execution of the same. This paper seeks to determine the reasons behind the lack of hostile takeover bids in India, as well as analyze the effect on corporate governance. The scrutiny of the Indian corporate sphere leads us to believe that corporate governance is in the process of being codified, but there are numerous motivations already in place to incentivize good managerial behavior, other than the threat of hostile takeover bids.

This dissertation consists of two empirical studies in corporate finance. The first study, The Impact of Acquisitions on the Short-Run Returns to Shareholders and Bondholders, investigates shareholder and bondholder wealth with respect to 310 acquisitions in the UK market between 1994 and 2006. It tests the 3-day and 41-day excess security returns with an event study. The results show positive returns for target shareholders and bondholders, and negative returns for acquirer shareholders and bondholders. Moreover, the tests on value-weighted combined security returns show that stockholders lose, bondholders gain, target firms gain, acquirer firms lose, and shareholders/bondholders of target and acquiring firms as a whole lose. These results support the co-insurance hypothesis, wealth transfer hypothesis, hubris hypothesis, and bond return based on hubris hypothesis, and reject the synergy hypothesis. The univariate and multivariate analyses on the deal characteristics find that target and acquirer stock returns are higher with cash payment, acquirer stock returns are higher in friendly and industry unrelated takeovers, acquirer bond returns are higher in industry related takeovers, target firm share returns are higher when target size is smaller than the acquirer size, target and acquirer stock returns are higher in bull market period, and acquirer bond returns are higher in the bear market period. The second study, A Test of the Partial Adjustment Theory of Leverage Using Leverage Changes Arising from Takeovers, investigates firms’ capital structures by the event of takeovers. It examines 659 US acquiring firms which involved in acquisitions between 1962 and 2001. These acquiring firms’ book leverage ratio deviations are tested in an 11-year window. This result shows that takeovers have significant impact on firms’ book leverage ratios in the announcement year. The trend that firms gradually reverse their actual leverage ratios towards their optimism in the five years after the takeovers supports the dynamic trade-off theory. The partial adjustment models on the speed of adjustment further support the dynamic trade-off theory and reject the alternative capital structure theories. The tests on method of payment and source of fund demonstrate that cash payment and raise of funds are likely to increase firms’ leverage ratios at announcement and to maintain these ratios at a high level in the years after the merger.

Cette thèse, en s’attaquant à un problème central de la théorie financière contemporaine — la bonne gouvernance des sociétés — débouche sur la construction d’un indice actionnarial de bonne gouvernance à destination d’un public académique ou professionnel. En mettant en évidence les principaux problèmes observés en matière de gouvernance dans le monde (chapitre 1), une modélisation des interactions des agents conduit à la formulation d’un indice ad hoc (chapitre 2), qui peut être intégré à une stratégie internationale d’investissement en bonne gouvernance (chapitre 3). Une telle stratégie procure à l’investisseur un avantage pécuniaire, aussi bien en horizon long, qu’en périodes de turbulences (chapitre 4). / This dissertation, focusing on a prominent problem of modern finance theory — effectiveness of corporate governance — leads to the building of a corporate governance- based stock index, which can be very useful to the academic and business community. Thanks to a state of the art of governance problems around the world (chapter 1), a simple pattern of agents interactions is build and helps to design an ad hoc index (chapter 2). An international investment strategy based on this speci?c index provides consistent returns for the investor (chapter 3), as well in long run horizon as in turbulent time (chapter 4).

The following dissertation contains two distinct empirical essays which contribute to the overall field of Financial Economics. Chapter 1 titles as “Corporate Lobbying, CEO Political Ideology and Firm Performance”. We investigate the influence of CEO political orientation on corporate lobbying efforts. Specifically, we study whether CEO political ideology, in terms of manager-level campaign donations, determines the choice and amount of firm lobbying involvement and the impact of lobbying on firm value. We find a generous engagement in lobbying efforts by firms with Republican leaning-managers, which lobby a larger number of bills and have higher lobbying expenditures. However, the cost of lobbying offsets the benefit for firms with Republican CEOs. We report higher agency costs of free cash flow, lower Tobin’s Q, and smaller increases in buy and hold abnormal returns following lobbying activities for firms with Republican managers, compared to Democratic and Apolitical rivals. Overall, our results suggest that the effects of lobbying on firm performance vary across firms with different managerial political orientations. Chapter 2 titled as “Corporate Lobbying and Labor Relations: Evidence from Employee” Litigations. We utilize employee litigations and other work-related complaints to examine if lobbying firms are favored in judicial process. We gather 27,794 employee lawsuits (after initial court hearing) between 2000 and 2014 and test the relationship between employee allegations and firms’ lobbying strategies. We find that employee litigations increase the number of labor-related bills in our sample. We document that the increase in employee lawsuits may drive firms into lobbying to change policy proposals. We also find robust evidence that the case outcome is different for lobbying firms compared to non-lobbying rivals, which may protect the shareholder wealth in the long run. Our results present that lobbying activities may make a significant difference in employee allegations. Our findings highlight the benefit of building political capital to obtain a biased outcome in favor of politically-connected firms.

Short-termism and myopia on the part of corporate managers, analysts, and investors have created a business environment driven by the excessive focus on short-term results and the need to meet earnings targets at the expense of long-term value creation. These are accompanied by numerous consequences, including the potential for short-term-oriented firms, particularly in the U.S., to lag behind global long-term-oriented firms, as well as the potential for short-term mindsets in the corporate world to catalyze financial crises. In this paper, I demonstrate that the market generally assigns higher values to long-term firms rather than short-term ones. This is evidenced by the fact that firms characterized to be long-term according to various financial metrics have higher valuation multiples than their short-term counterparts. The results suggest that the market has a degree of sophistication that rewards investments for the future rather than earnings management and present gratification, and that the corporate world should therefore increasingly develop a long-term mentality.

In this dissertation, we first examine the relationship between performance of the bank holding company and several board characteristics. We use five proxies for bank performance including Tobin’s Q, ROA, loan loss reserve ratio, non-performing asset ratio, and net charge-offs ratio. Board characteristic variables we include are board size, proportion of outsiders, CEO power, CEO tenure and board tenure. We find that a large board enhances bank performance, as proxied by Tobin’s Q and loan quality variables. We find no evidence that board structure or CEO power influences firm performance. We see that CEO and board tenure have a positive effect on firm performance. We further employ a crisis dummy during the period 2007 through 2009 to determine if the relationships between firm performance and board characteristics changed during the crisis. Our crisis results show us that board size has a negative effect on Tobin’s Q and the non-performing asset ratio during the crisis. Further, we find that board structure decreases the non-performing asset ratio during the crisis. We next examine the relationship between risk-taking of the bank holding company and several board characteristics. We use four accounting based proxies for bank risk-taking including credit risk, liquidity risk, capital ratio and operational risk. We also use three market based proxies for bank risk including market beta, idiosyncratic risk and the standard deviation of its stock return. Board characteristic variables we include are board size, board independence, CEO duality, CEO tenure and board tenure. We find that a large board reduces both balance sheet and market risk. We further investigate the relationships between risk-taking and board characteristics changed during the financial crisis of 2007-2009. We find that our results are robust during the crisis.