Recent studies document that covenant violations intensify the conflicts of interest between lenders and borrowers, and lead to greater restrictions on borrowing firms’ financing and investment activities (Chava and Roberts, 2008; Roberts and Sufi, 2009b). Motivated by this literature, I investigate whether accounting conservatism, specifically conditional conservatism, mitigates the adverse consequences of debt covenant violations. I argue that conservative reporting can potentially ameliorate the conflicts of interest between lenders and borrowers. Therefore, I predict that accounting conservatism reduces the adverse impact of covenant violations on borrowers’ financing and investing activities and exhibits a positive association with operating and stock market performance after covenant violations. I obtain a sample of 312 violating and 5,327 non-violating firm-quarters observations from U.S. non-financial public firms during the period of 1998 – 2007 to test my hypotheses. Using three measures of conditional conservatism and a composite measure of the three individual measures, I find that the degree of increase in borrowing firms’ conservative reporting between loan initiation and covenant violation is associated with smaller reductions in firms’ financing and investing activities in the post-violation period. Furthermore, my analyses provide some evidence that firms that increase conservative reporting exhibit better stock market performance, implying that conservative reporting is beneficial for shareholders after covenant violations. I find no evidence that increased accounting conservatism affects operating performance after covenant violations. My results continue to hold after controlling for pre-contracting unconditional and conditional conservatism. Overall, my dissertation provides evidence that conservative accounting practices followed by borrowing firms ease the adverse consequences of debt covenant violations. My dissertation contributes to the emerging literature on the effects of accounting quality on re-contracting outcomes after covenant violations.

This thesis investigates the impact of finance on technological innovation. In the first essay we study the causal relation between informativeness of stock prices and innovative efficiency. Using mutual fund flow-driven price pressure as an exogenous shock, we show that impairment of stock price efficiency diminishes innovative efficiency. In the year following the price-pressure shock, patents per R&D dollar drop by 4.7%, while citations are 26.2% lower. Consistent with market feedback, stock mispricing has a greater effect on innovative efficiency when there is less information available from other sources, such as insider information or peers' stock prices. We do not find evidence supporting alternative explanations such as the endogeneity of mutual fund trading, financing effect, managerial incentive, or shareholder short-termism. Overall, our findings show that stock markets improve real efficiency by providing useful market feedback. The second essay examines the implication of intellectual property protection (IP) to equity financing. Firms can protect IP by either keeping their inventions secret or seeking patent protection and disclosing the inventions. We expect the relative protection conferred by the methods to affect the choice between secrecy and patenting. Further, we expect the manner of IP protection to affect the information released by firms and, hence, their stock liquidity and cost of equity capital. For our empirical analysis, we rely on the exogenous passage of state-level statutes that strengthened trade secret protection. We show that stronger trade-secret protection increased opaqueness and reduced stock liquidity. Firms that raised equity capital after the enactment of trade secret statutes experienced more negative stock market reactions. By contrast, the implementation of the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS), that strengthened patent protection, improved the transparency and stock liquidity of patenting firms. After TRIPS the stock market reaction to equity offering by these firms was also less negative. Our findings suggest that stronger patent protection encourages more information disclosure and reduces financing frictions, while stronger secrecy protection induces opaqueness and makes equity financing more difficult. In the third essay, we show that corporate investment in R&D declines sharply following a financial-covenant violation, wherein creditors can use the threat of accelerating the loan to press for changes in firm policies. The reduction in R&D is more severe in firms with low R&D efficiency i.e., when firm R&D is less productive in terms of ROA and delivers fewer patents and citations. It is striking that, despite decrease in R&D, covenant-violating firms do not suffer a drop in innovative output (patents and citations-to-patents). These results highlight that lenders are judicious in exercising their control rights after covenant violations and suggest that bank financing can be a viable source of financing for innovative firms.

Recent studies document that covenant violations intensify the conflicts of interest between lenders and borrowers, and lead to greater restrictions on borrowing firms’ financing and investment activities (Chava and Roberts, 2008; Roberts and Sufi, 2009b). Motivated by this literature, I investigate whether accounting conservatism, specifically conditional conservatism, mitigates the adverse consequences of debt covenant violations. I argue that conservative reporting can potentially ameliorate the conflicts of interest between lenders and borrowers. Therefore, I predict that accounting conservatism reduces the adverse impact of covenant violations on borrowers’ financing and investing activities and exhibits a positive association with operating and stock market performance after covenant violations. I obtain a sample of 312 violating and 5,327 non-violating firm-quarters observations from U.S. non-financial public firms during the period of 1998 – 2007 to test my hypotheses. Using three measures of conditional conservatism and a composite measure of the three individual measures, I find that the degree of increase in borrowing firms’ conservative reporting between loan initiation and covenant violation is associated with smaller reductions in firms’ financing and investing activities in the post-violation period. Furthermore, my analyses provide some evidence that firms that increase conservative reporting exhibit better stock market performance, implying that conservative reporting is beneficial for shareholders after covenant violations. I find no evidence that increased accounting conservatism affects operating performance after covenant violations. My results continue to hold after controlling for pre-contracting unconditional and conditional conservatism. Overall, my dissertation provides evidence that conservative accounting practices followed by borrowing firms ease the adverse consequences of debt covenant violations. My dissertation contributes to the emerging literature on the effects of accounting quality on re-contracting outcomes after covenant violations.

This thesis comprises of three chapters. The first essay is sole-authored and is titled `Creditor Control Rights and Managerial Risk Shifting.' The second essay is titled `Creditor Control Rights and Product Market Competition' and is joint work with Professor Matthew T. Billett and MiaoMiao Yu. The third essay is sole-authored and is titled `Merger Waves, Pseudo Market Timing, and Post-Merger Performance.' Chapter one examines agency conflicts around violations of bank loan covenants. Recent evidence shows that corporate policies change significantly following financial covenant violations. These changes are attributed to increased creditor influence over borrowing firms in ways that benefit both shareholders and debtholders. In this essay, I investigate whether shareholders engage in activities counter to creditors' interests following violations. I find that the expected negative relation between volatility and investment reverses for firms once they violate a covenant, consistent with risk-shifting behavior. This behavior is more pronounced in firms with high CEO portfolio sensitivity to stock return volatility and firms with high CEO equity ownership. Moreover, I document a significant increase in firm risk in the year following the violation. Overall, these findings suggest that even in the presence of increased creditor control risk shifting still occurs. The prior conclusions that shareholder-debtholder incentives are congruent at violations do not appear to be the case. Chapter two documents that debt covenants have a profound impact on firms' product market behavior. By examining financial covenant violations from 1996 to 2007, we show that once firms violate a covenant, they experience a substantial decrease in their market share. We also show that firms exhibit poor long-term abnormal returns following covenant violations. In contrast, their rivals grow market share and exhibit significantly positive abnormal returns after their peer firm violates a covenant. Overall, these findings suggest that creditor influence over firms have dramatic effects on product market outcomes and rival firm behavior. Chapter three questions whether managers time the market when they make merger decisions. Merger and acquisition waves seem to correspond with market tides, cresting with bull markets. A contentious debate exists over whether this trend indicates managerial market timing ability. Pseudo market timing, introduced by Schultz (2003, Journal of Finance 58, 483-517), provides an alternative hypothesis to explain abnormal performance following events even when managers cannot time the market. I find that acquiring firms which use stocks as the method of payment exhibit negative long-run abnormal returns in event-time, but not in calendar time. Simulations reveal that even when ex ante expected abnormal returns are zero (i.e. managers have no market timing ability), median ex post performance for acquirers is significantly negative when event-time is used. These findings support pseudo market timing as an explanation for acquiring firm underperformance in the context of stock mergers.

No description available.

<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)