This research examines the exit of a subsidiary from its corporate parent through spin-off, the actions taken by the firm management post spin-off, and the performance implications of those actions, all from the spin-off's perspective. While spin-off announcements are generally met with a positive stock market reaction, what occurs post spin-off remains largely unexamined, with performance predictions regarding spin-off firms often being equivocal. This raises questions as to what generates positive performance for spin-off firms, with agency, transaction cost, and upper echelons theories offering differing, and sometimes conflicting, predictions. By integrating these theoretical perspectives, a model of managerial action and its performance implications is presented. The model examines how the formation of new top management, the establishment of managerial monitoring and incentives, and the severance effects from leaving the corporate structure affect strategic, financial, and institutional actions, and how these actions affect performance. The theory and hypotheses developed in this research are empirically tested on a sample of 176 corporate spin-offs completed by publicly traded firms between 1986 and 1997. Results for the action-based models indicate that background of the CEO or the TMT, as well as CEO options, had no effect on actions. CEO and TMT ownership had opposite effects on financial actions, with TMT ownership increasing the likelihood of strategic actions and CEO ownership increasing the likelihood of institutional actions. Ownership by the parent firm and monitoring by officers of the parent serving as board members had no effect on the likelihood of actions, although having a chairman of the board from the parent decreased the likelihood of strategic actions. Finally, severance effects had limited influence on the actions taken post spin-off. Results for the performance-based models indicate that strategic actions were negatively related to ROA, while financial and institutional actions are positively related to ROA and institutional actions are positively related to market performance. In general, inaction was related to lower Tobin's q, with the signs of the coefficients for the other performance models negative, but not significant. Finally, the spin-off firm's relationship with its corporate parent had limited effect on the link between actions and performance.

This dissertation examines the relationship between three sets of variables: corporate governance and monitoring, the quality of disclosure in annual reports and securities class action litigation. In the first section, I present a game-theoretic model in which shareholders select from ex ante monitoring or ex post litigation mechanisms available to them in order to mitigate the agency problem. Firm characteristics determine the choice of which of these two mechanisms is appropriate for a particular company. I then test predictions from this model and find that firms with poor monitoring are much more likely than those with good monitoring to be sued even after controlling for the common determinants of a lawsuit. The second section of the dissertation relates the quality of disclosure in annual reports to litigation. I use a dataset containing annual reports filed electronically with the SEC in the period 1996-2005. Using two content analysis software programs that analyze the categories of words used in these annual reports, I find that firms that use more numbers, past and future words, and other informative words are much less likely to be sued, even after controlling for the common determinants of lawsuits. In order to avoid subjectively choosing categories, I use principal components analysis to identify the major components of annual report disclosure. When these components are used as regressors to identify causative factors of lawsuits, one component named 'informativeness' has significant power to explain subsequent lawsuits. In head-to-head comparisons of the 'informativeness' principal component with Standard & Poor's Transparency and Disclosure score, my informativeness measure is more effective than the S&P score in predicting the likelihood of a lawsuit. Finally, in cross-sectional tests, I find support for the theory that firms with good boards and managers who are not entrenched have better disclosure practices. Further, monitoring by institutional investors, independent boards and analysts appears to induce better corporate disclosure. / text