The effectiveness of traditional due diligence practices and whether they contribute to Merger and Acquisition (M&A) success or failure is an ongoing debate in finance research. This research report contributes to the debate by examining the effectiveness of traditional due diligence using a qualitative research approach. A dataset of traditional due diligence practices was compiled from the literature, which formed the basis for an interview which was conducted with corporate finance practices. The findings indicate that the traditional due diligence process is considered to be an evolving process, where due diligence practices of the last decade are considered to be significantly different from the due diligence required in acquisitions today. Due diligence is also considered to be indispensable, and its scope and importance underestimated. Furthermore, any perceived deficiency in a due diligence is not necessarily in concept, but rather in execution, with excessive focus on the accounting and legal aspects of a M&A, while neglecting the macro-environment, marketing, production, management and information systems. It is also concluded that most stakeholders have understood that failure to carry out proper due diligence could be financially damaging to the parties transacting. In an attempt to determine what due diligence means for the current as well as the future, this study uncovers a critical trend in the forms and manner of flawed due diligence practices and paves the way to a more strategic due diligence, which are useful for practitioners in the present and in the future for M&A success.

Corporate finance theory suggests that bank’s private information about borrowers lets them hold up borrowers for higher interest rates and that hold up power should increase with borrower risk, and if so, banks with private information about borrowers should increase their rates in recessions more than warranted by borrower risk alone. Studies have been concluded in other markets for these propositions, particularly for the US market. This paper has replicated these studies for an emerging economy (Republic of South Africa) to see if the findings will hold across dissimilar markets. Hold up cost is not just a function of information monopoly, Rajan, 1992 posits that firms with a higher probability of failure should suffer more from informational hold-up cost. The risk of failure is more pronounced during recession than in expansion and hence relationship banks with information monopolies are able to extract more rents in recession than warranted by borrower default risk alone. Using literature that suggest that information rents can be mitigated by multiple banking relationships, I investigated further, whether this problem of hold up cost can be mitigated through a different channel by studying credit spreads of firms that have publicly sourced funds, and continued to seek private funds in the South African market.Using LOANSPREAD as the dependent variable in a regression model, I find that loan spreads are higher for bank-dependent firms, rise in recessions and rise by a greater amount in recessions for bankdependent firms. In the context of this study I define bank-dependent firms as those firms who have issued no public bond. The key finding is that, indeed multiple banking relationships can reduce informational monopolies, but issuing public bonds can be another channel that South African firms can use to avoid being taken advantage of by financiers with information monopoly over competing financiers.

The dissertation consists of two essays. In the first essay, we investigate the relation of government ownership to the idiosyncratic volatility of Saudi Arabian firms that traded in the Saudi stock exchange between 2010 and 2016. The results show that publicly traded firms with an increase in government ownership have less idiosyncratic volatility. Furthermore, we investigate market leverage ratio, dividend payout ratio, and illiquidity ratio as potential roles in which government ownership influences the idiosyncratic volatility. The results prove the negative relationship between government ownership and idiosyncratic volatility. In the second essay, we investigate the association between government ownership and momentum trading of firms traded in the Saudi stock exchange between 2010 and 2016. The results show that firms with higher state ownership are expected to have greater price momentum. We used two approaches: the portfolio sorting approach and the fixed effect approach, and these two approaches confirm the positive relationship between government ownership and momentum.

Previous research finds some evidence that analysts affiliated with equity underwriters issue more optimistic earnings growth forecasts and optimistic recommendations of client stock than unaffiliated analysts. Unfortunately, these studies are unable to discriminate between three competing hypotheses for the apparent optimism. Under the bribery hypothesis, underwriting clients, with the promise of underwriting fees, coax analysts to compromise their objectivity. The execution-related conflict of hypothesis postulates that the investment banks employing analysts who are more bullish on a particular stock are better able to execute the deal, and so the banks pressure their analysts to be bullish in order to enhance their execution ability. Finally, the selection bias hypothesis postulates that analysts are objective, but because of the enhanced execution ability, banks with more optimistic analysts are more likely to get selected as underwriters. We test these hypotheses in a previously unexplored setting, namely M&A activities. Depending on whether an analyst is affiliated with the target or the acquirer and whether the analyst report is about the target or the acquirer, the hypotheses predict analyst optimism in some cases and pessimism in other. Therefore, examining the issue of analyst bias in the M&A context allows us to shed some light on alternative explanations for the impact of analyst affiliation on the properties of analyst forecasts and recommendations.

In the first chapter, I study a recent and important innovation, the shift towards independent compensation consultants that provide advice only to boards. I construct a theoretical model to conceptualize the potential impact of independent consultants and then develop an empirical strategy to quantify the impact. One contribution of the paper is to provide strong identification of the impact of independent advice, something that has been challenged by the lack of appropriate data. I use a unique sample of Canadian firms which allows me to directly measure the impact of non-compensation related consulting fees on compensation advice. I conduct a number of empirical experiments but the main tests exploit a "quasi-natural experiment" provided by the creation of an independent consultant, Hugessen Consulting, as a spin-off from Mercer. I show that switching from an a ffiliated consultant to an independent consultant is associated with an increase in managerial incentives. Despite the benefits of independent advice, independent consultants may not be hired due to higher fees, the influence of powerful CEOs, or because boards already possess adequate expertise. In the second chapter, using a simple model of incentive contracting as a guide, I examine empirically whether some aspects of executive stock option backdating may be an optimal response of firms to distortions in the institutional environment, in particular tax law and accounting rules. Some of the findings suggest that firms may attempt to effi ciently lower the exercise price of the executive options in order to enhance managerial incentives for risk averse and poorly diversified executives. In the presence of restrictive accounting and tax rules, backdating may be a mechanism by which to achieve this objective of better incentives. Consistent with this explanation I find that backdating is associated with lower CEO pay levels but higher CEO incentives. In the final chapter, I use a dynamic structural model to show that on average firms excessively smooth their payout while maintaining larger than optimal levels of cash (excess cash) on their balance sheets. I provide an agency explanation for the positive correlation between dividend smoothing and cash savings. I show that the dynamic effect of managerial perceived cost to cutting payout results in accumulation of excess cash and distortion of shareholder value.

CEO succession decisions are an important part of boards of directors’ responsibilities to shareholders. I study two aspects of these decisions. First, I examine whether or not forced CEO departure decisions are based on information that the board of directors has, but external investors do not. I find that the proxy for private information in the forced CEO departure decision is positively related to abnormal returns at the forced CEO departure announcement. This is consistent with the hypotheses that prior to the departure announcement, investors underestimate the probability of forced CEO departure, and that private information revealed in forced CEO departure announcements has positive implications for firm value. A second question related to boards of directors’ CEO succession decisions concerns their decisions to participate in the external market for CEO talent. I find evidence suggesting that board decisions to participate in the external market for CEO talent are influenced by the costs and benefits of doing so. Specifically, cross sectional analyses of a proxy for industry homogeneity shows that this variable is positively related to external labor market participation, more standardized search processes, and a higher likelihood that a newly appointed CEO will survive three years or more. These findings are generally consistent with prediction that when industries are more homogenous, external search costs are lower, and higher quality matches may be obtained. I also test hypotheses related to benefits of matching to individuals with industry specific skills versus general management skills. I find that for several alternative proxies for industry specific skill demand, there is a negative relation between demand for industry specific skills and the decision to hire externally outside the industry. This can be interpreted as support for hypotheses that cross sectional variation in benefits associated with industry specific skills leads to fewer CEO appointments outside the industry, while benefits of general management skills are associated with a higher likelihood of inter-industry CEO appointment.

Executive Summary China started to implement reformation policies and employ free market system in 1979. Through twenty years, it did pose an great impact on the global market , although several panic events lie on the way: June 4 TAM Square Event in 1989, inflation panic in 1993, Asian Financial Crisis in 1997, and economic bubble in 2000. Although experiencing these crises, this Asian giant is still attracting huge foreign and Taiwanese capital inflows. Accordingly, the volume of trade between China and Taiwan is increasing rapidly. Since the economic environment is changing speedy, Chinese government keeps reforming its financial system to a great extent. By making best efforts for many years, China already achieved a nearly sound economic system. Indeed this mission is not easy for China to accomplish. However, following by rapid developments in economy, lots of potential problems, such as high unemployment rate, huge difference between rich and poor, discrimination between urban and rural areas, financial bad debts, localism, and corruption, will probably result in a global crisis if China does not handle those very cautiously. In Chapter II, we mainly discuss international business, the establishment of multinational enterprises, Dunning¡¦s Eclectic Theory, and major factors to set up cross boarder banks. Additionally, by analyzing the papers about the internationalization process of local banks and the funding sources for Taiwan corporations in China, we prove the phenomenon how those Taiwanese companies make their investments in China. In Chapter III, we explain the research method in this paper. We interviewed the managers who have worked for China branches of Taiwan financial institutions and conducted a survey for the listing corporations which already invested in China. In Chapter IV, we conduct a research and analysis on both Taiwan and China entire environments including the process of China economic reformation and development, the trade and investment interactions between China and Taiwan, the evolution of China banking system, the business model and strategies of foreign banks in China, the problems for Taiwan banks, the analyses of relevant regulations and policies in China, SWOT analysis among Taiwan, China, and foreign banks, and marketing strategies of Taiwan banks for Taiwan corporations in China. In Chapter V, based on the above analyses, in order to provide the advice for our government and local banks, we evaluate whether Taiwanese banks can capture the opportunity to expand their market in China under current regulations, competitive environment, and customer demands. In Chapter VI, we make conclusions and suggestions including the future strategies of local banks, how to employ strategic alliance or joint venture closed to marketing strategies of Taiwan corporations in China, and suggestions for Taiwanese government, banking, and people who work in banks.

Written in the wake of the 2007-08 financial crisis, the following essays explore the nature and implications of firm-level financial distress. The first essay examines the external effects of financial distress, while the second and third essays examine its internal consequences. The first essay investigates the potential contagion effects of financial distress among retail firms using a novel measure of retailers' geographic exposure to one another and, in particular, to liquidated chain stores. The second essay draws on new, hand-collected data on firm-level layoff instances to look into the ways in which financial distress impinges on firms' employment behavior. Building on the second essay, the third essay considers financial market reactions to layoff decisions, particularly those resulting from financial strain. Each essay sheds additional light on the ways in which financial distress propagates through to affect the economy at large. Overall, the picture that emerges is one in which firm-level financial distress appears to be an important factor behind the long and protracted nature of the current economic recovery. / Economics

In the first chapter, I study a recent and important innovation, the shift towards independent compensation consultants that provide advice only to boards. I construct a theoretical model to conceptualize the potential impact of independent consultants and then develop an empirical strategy to quantify the impact. One contribution of the paper is to provide strong identification of the impact of independent advice, something that has been challenged by the lack of appropriate data. I use a unique sample of Canadian firms which allows me to directly measure the impact of non-compensation related consulting fees on compensation advice. I conduct a number of empirical experiments but the main tests exploit a "quasi-natural experiment" provided by the creation of an independent consultant, Hugessen Consulting, as a spin-off from Mercer. I show that switching from an a ffiliated consultant to an independent consultant is associated with an increase in managerial incentives. Despite the benefits of independent advice, independent consultants may not be hired due to higher fees, the influence of powerful CEOs, or because boards already possess adequate expertise. In the second chapter, using a simple model of incentive contracting as a guide, I examine empirically whether some aspects of executive stock option backdating may be an optimal response of firms to distortions in the institutional environment, in particular tax law and accounting rules. Some of the findings suggest that firms may attempt to effi ciently lower the exercise price of the executive options in order to enhance managerial incentives for risk averse and poorly diversified executives. In the presence of restrictive accounting and tax rules, backdating may be a mechanism by which to achieve this objective of better incentives. Consistent with this explanation I find that backdating is associated with lower CEO pay levels but higher CEO incentives. In the final chapter, I use a dynamic structural model to show that on average firms excessively smooth their payout while maintaining larger than optimal levels of cash (excess cash) on their balance sheets. I provide an agency explanation for the positive correlation between dividend smoothing and cash savings. I show that the dynamic effect of managerial perceived cost to cutting payout results in accumulation of excess cash and distortion of shareholder value.

This dissertation studies moral hazard problems and an information acquisition problem in dynamic economic environments. In chapter 1, I study a continuous-time principal-agent model in which a risk-neutral agent protected by limited liability exerts costly efforts to manage a project for her principal. Unobserved risk-taking by the agent is value-reducing in the sense that it increases the chance of large losses, even though it raises short-term profits. In the optimal contract, severe punishment that follows a large loss prevents the agent from taking hidden risks. However, after some histories, punishment can no longer be used because of limited liability. The principal allows the agent to take hidden risk when the firm is close to liquidation. In addition, I explore the roles of standard securities in implementing the optimal contract. The implementation shows that driven by the agency conflicts, incomplete hedging against Poisson risk provides incentives for the agent to take the safe project. Moreover, I study the optimality of "high-water mark" contract widely used in the hedge fund industry and find that "distance-to-threshold" is important in understanding the risk-shifting problem in a dynamic context. In chapter 2, I study a continuous-time moral hazard model in which the principal hires a team of agents to run the business. The firm consists of multiple divisions and agents exert costly efforts to improve the divisional cash flows. The firm size evolves stochastically based on the aggregate cash flows.The model delivers a negative relationship between firm sizes and pay-for-divisional incentives, and I characterize conditions under which joint/relative performance evaluation will be used. I also explore the implications of team production on the firm's optimal capital structure and financial policy. In chapter 3, I study a multi-armed bandits problem with ambiguity. Decision-maker views the probabilities underlying each arm as imprecise and his preference is represented by recursive multiple-priors. I show that the classical "Gittins Index" generalizes to a "Multiple-Priors Gittins Index". In the setting with one safe arm and one ambiguous arm, the decision-maker plays the ambiguous arm if its "Multiple-Priors Gittins Index" is higher than the return delivered by the safe arm. In the multi-armed environment, I obtain the "Multiple-Priors Index Theorem" which states that the optimal strategy for the decision-maker is to play the ambiguous arm with the highest Multiple-Priors Index.