To gain insight into the impact that investors have on the firm's auditor choice decision, this study investigates the association between changes in investor monitoring and auditor turnovers. Hedge fund activism provides a unique setting to observe how highly motivated investors, willing to incur significant expense to effect changes in target firms, are able to influence a firm's decision to dismiss their external auditor. I find that activist hedge fund targets see an increase in auditor turnovers and dismissals during the years following hedge fund activism relative to both the two years' pre-activism and a propensity matched sample of firms. I document that the increase in auditor turnovers is primarily driven by target firms with a Big 4 auditor, and that hedge fund targets primarily seek a lateral change in auditors. Consistent with institutional concerns that excess compensation impairs auditor independence, I find that activist targets are more likely to dismiss their auditors when the auditor is earning high non-audit service fees and high abnormal audit fees. I then examine how the market interprets the lateral change in auditors. I find that financial statement reliability increases for lateral auditor changes associated with independence concerns. Finally, I examine the conditions under which the hedge funds are able to facilitate an auditor change. I find that hedge funds pursuing less aggressive activist campaigns, and hedge funds seeking less public forms of interventions are more likely to seek an auditor dismissal. This relation between non-confrontational campaigns and auditor dismissals is consistent with prior research suggesting that hedge funds seeking to work with management are better able to enact changes in a target firm.

Thesis advisor: Ronnie Sadka / In the first essay, In this paper, I examine how the connections between activist hedge funds and other institutional investors affect the activist campaigns. I identify a positive causal effect of long-term relationships with other investors on the short-run and long-run performance of activists' target companies. Overall, my results highlight that connections to other institutional investors benefit institutional asset managers. In the second essay, we show that firms in the same board-interlock networks tend to have similar corporate governance practices. We utilize a novel instrument based on staggered adoptions of universal demand laws across states to identify causal peer effects in firms' decisions to adopt various governance provisions. The impact of universal demand laws on the incentives faced by directors as they seek to maximize their career outcomes is a likely mechanism explaining these effects. In the third essay, I investigate whether hedge funds employ short sales to mask their exiting intention when they engage in shareholder activism. Using a hand-collected sample, I find that the probability of a spike in short interest before exit announcements is higher in firms targeted by activists who have a history of short interest increase in their previous targets. According to my findings, the hypothesis is that these hedge funds are more likely to use short sales since they are more concerned about locking their profit and not taking the risk of exit announcements. Overall, this paper provides new evidence of a possible exiting strategy: Silent Exiting via short selling. / Thesis (PhD) — Boston College, 2017. / Submitted to: Boston College. Carroll School of Management. / Discipline: Finance.

Thesis advisor: Vyacheslav Fos / In the first essay, I examine the role of cross-listings in the digital token marketplace ecosystem. Using a unique set of publicly available and hand-collected data from 3,625 tokens traded in 108 marketplaces, I find significant increases in price and trading activity around the date of a token’s first cross-listing. Tokens earn a 49% raw cumulative return in the two weeks around the cross-listing date. Global token-trading volume is almost 50 times higher after cross-listing. Using the uniquely heterogeneous characteristics of token marketplaces, I am able to identify specific value-creation channels. I provide the first evidence supporting value creation through network externalities proposed by recent token-valuation models. Consistent with equity cross-listing theory, I find higher returns for cross-listings that reduce market segmentation and improve information production. In the second essay, we analyze a dataset of 4,003 executed and planned ICOs, which raised a total of $12 billion in capital, nearly all since January 2017. We find evidence of significant ICO underpricing, with average returns of 179% from the ICO price to the first day’s opening market price, over a holding period that averages just 16 days. After trading begins, tokens continue to appreciate in price, generating average buy-and-hold abnormal returns of 48% in the first 30 trading days. We also study the determinants of ICO underpricing and relate cryptocurrency prices to Twitter followers and activity. In the third essay, I examine reputation building by activist hedge funds and document two new findings with regard to hostile activism. First, there is evidence of a permanent reputation effect to hostile activism. Activist hedge funds that have engaged in hostile tactics, receive on average a 3% higher CAR [-10,+10] on their subsequent non-hostile campaigns, compared to hedge funds that have never engaged in hostile tactics. This abnormal return is positively correlated with the level of hostile reputation of the campaigning hedge fund. Second, I find that activist hedge funds with more hostile reputation modify their non-hostile activism style to engage “hostile-like” targets and pursue “hostile-like” objectives, but withhold the use of hostile tactics. These findings imply that hedge funds are able to build reputation using their past engagement tactics and that market participants value such reputation as evidenced by the higher announcement return observed in their targets. / Thesis (PhD) — Boston College, 2019. / Submitted to: Boston College. Carroll School of Management. / Discipline: Finance.

<p>This dissertation includes two parts. The first part examines the preventive effect of hedge fund activism against corporate policy deviations. Using stock liquidity and mutual fund fire sales as instruments, I find that when the likelihood of hedge fund activism increases, firms respond by paying shareholder more and CEOs less, holding less cash and leveraging more, and increasing investment into research and development while cutting capital expenditures. These results imply that hedge fund activism has a stronger and broader impact on corporate policy than previously documented. The second part critically examines capital flow-induced mutual fund trades as an exogenous proxy for changes in stock price. I find that liquidity-strapped mutual funds sell widely across all portfolio holdings but the extreme capital outflows could be driven by the performance of portfolio holdings in the first place.</p> / Dissertation

This thesis examines three important topics in corporate governance: the relationship between activist hedge funds and other institutional investors, the role of perks in the market for CEO talent, and public scrutiny and the changing nature of perks. First, I provide an in depth study of the interaction between activist hedge funds and other institutional investors. Hedge funds are more likely to target firms with high levels of institutional ownership, and demonstrate a preference for short term focused institutional investors. Hedge fund activism generates short run and long run abnormal returns without increasing stock return volatility. Regardless of investment horizon, volatility is inversely related to prior period institutional ownership. The trading behavior of institutional owners with different investment horizons is consistent with hedge fund activism creating value. These findings hold regardless of whether investment horizon is based on portfolio churn rate or type of institution. Overall, the results suggest a mutually beneficial relationship between activist hedge funds and other institutional investors. Second, in a coauthored paper with Drs. Seungijn Han and Jiaping Qiu, I provide the first comprehensive analysis on how CEOs’ wage and perks are jointly determined in a competitive CEO market. The underlying theory shows that in equilibrium, firm size, wage, perks and talent are all positively related. Perks are more sensitive than wage to changes in firm size. The more perks enhance the CEO’s productivity, the faster perks increase in firm size. Closed form solutions allow the recovery of the cost function of providing perks. I examine the determinants of CEO perquisite compensation using hand-collected information for S&P 500 companies and find consistent empirical evidence. Third, I examine the impact of public scrutiny on CEO compensation using the unique opportunity provided by the 2008 financial crisis, government support, and legislated compensation restrictions. I introduce novel data on executive perks at S&P 500 firms from 2006 to 2012. Overall, my results are consistent with increased public scrutiny having lasting impact on perks and temporary impact on wage, and with legislated compensation restrictions having temporary impact on wage. Changes in specific perks items provide evidence on which perks firms perceive as excessive and which provide common value. / Thesis / Doctor of Philosophy (PhD)

Hedge fund activism announcements are associated with positive market reactions, and they introduce information asymmetry between insiders and outside investors. Target firm insiders have superior information about the campaign and play an important role in the campaign negotiation. This study examines insiders’ behavior as information asymmetry rises following the campaign announcement. Insiders increase trading in their own firms in response to the campaign announcement. These post-announcement insider trades have additional return predictability than insider trades in other times. Post-announcement insider buys predict higher probabilities of achieving successful campaign outcomes including management turnovers, increases in payout, and corporate restructurings, and higher value of these outcomes. I also find evidence that insiders use campaign resistance and trading interactively to achieve higher wealth gain.

This dissertation consists of two essays, both co-authored with Ugur Lel. The first essay (Chapter 1) examines whether high CEO pay inequality (CPI), the share of total managerial pay captured by the CEO, is an outcome of poor corporate governance, and its implications for shareholder wealth. We exploit the 2002 NYSE and NASDAQ governance reforms that mandated firms to have majority independent boards as a quasi-exogenous source of variation in the internal governance environment of firms. Results show that CPI decreases following the passage of these exchange listing regulations, but only in firms with entrenched CEOs affected by the exchange listing regulations. Firm value also increases for these firms. These results are robust to a variety of robustness checks such as a matched sample analysis and placebo tests. Overall, our results suggest that poor governance environments are associated with high managerial pay differences and consequently lower firm valuations, supporting the view that high CEO pay inequality reflects managerial entrenchment. The second essay (Chapter 2) examines whether shareholders use executive compensation channel to align managerial horizon with their investment horizon. We utilize a newly emerged empirical measure, pay duration, to measure managerial horizon. For shareholder horizon, we use the fraction of long-term institutional ownership in the firm. Results show that there is a positive association between long-term institutional ownership and CEO pay duration, suggesting that shareholder horizon is a determining factor in compensation contracts. We address reverse causality using indexer institutions. We also establish a causal link from investor horizon to CEO pay duration using institution mergers as a source of exogenous variation in investor horizon of the firm. We extend our results to hedge fund activism and document a negative relation between hedge fund activism and pay duration, which is consistent with our argument. Overall our results suggest that shareholders structure CEO pay in a way that is consistent with their investment horizon. / Ph. D. / CEOs play a crucial role in today’s financial world. They are the ultimate decision makers in companies and their goal is to maximize the shareholder wealth. Motivating the CEO to work hard and maximize shareholder wealth hinges on optimally designed compensation contracts. Shareholders delegate company directors to design these pay contracts. However, conflicts of interest between directors and CEOs, between shareholders and CEOs, and even among shareholders, affect the design of CEO pay contracts. It is important to study these conflicts of interest and their effect on CEO compensation to ensure well-functioning companies and a fair market. The objective of the first chapter is to examine whether the CEOs are overpaid when the company directors are not able to monitor the actions and decisions of the CEOs. We document that powerful and established CEOs are overpaid, both in dollar terms and relative to other managers in the company, when they are not properly monitored. We also document that regulations that aim to improve monitoring quality in companies bring CEO pay to fair levels, leading to an increase in company valuations. These findings point out the importance of regulations that improve the governance of companies. In the second chapter, we examine short-termism (or myopia) in the context of CEO pay. Basically, short-termism is any action that saves today but is costly in future. While short-term shareholders invest in companies for short periods to take advantage of temporary changes in company valuation, long-term investors invest for long periods and aim to benefit from long-term increase in company valuation. We document that the conflict of interest among shareholders with different investment periods is reflected in the design of CEO pay contracts. In particular, CEOs wait more to receive their compensation if the dominant investor type in the company has longer investment period. This finding explains how shareholders use CEO compensation to achieve wealth maximization, highlighting the power and importance of CEO pay contracts.