abstract: This paper investigates the role of top management and board interlocks between acquirers and targets. I hypothesize that an interlock may exacerbate agency problems due to conflicting interests and lead to value-decreasing acquisition. An interlock may also serve as a conduit of information and personal experience, and reduce the cost of information gathering for both firms. I find supporting evidence for these two non-mutually exclusive hypotheses. Consistent with the agency hypothesis, interlocked acquirers underperform non-interlocked acquirers by 2% during the announcement period. However, well-governed acquirers receive higher announcement returns and have better post-acquisition performance in interlocked deals. The proportional surplus accrued to an acquirer is positively correlated with the interlocking agent's ownership in the acquirer relative to her ownership in the target. Consistent with the information hypothesis, when the target's firm value is opaque, interlocks improve acquirer announcement returns and long-term performance. Interlocked acquirers are also more likely to use equity as payment, especially when the acquirer's stock value is opaque. Target announcement returns are not influenced by the existence of interlock. Finally, I find acquisitions are more likely to occur between two interlocked firms and such deals have a higher completion rate. / Dissertation/Thesis / Ph.D. Business Administration 2012

abstract: Valuation adjustment mechanism has been widely applied in acquisitions of listed companies in China today, and is usually agreed upon future financial performance indicators of acquired companies (mostly net income). This paper examines how changes of key contents of VAM agreement affect firms’ ability to meet performance commitments from the perspective of incentive effects. Empirical results show that as the performance goals set in VAM agreement becomes higher, the incentive for management to meet performance commitments will initially increase and then decrease, so that the ratio of actual profits to promised profits for target firms will reach peak at some reasonable performance goal and then decrease. Second, as the level of the information asymmetry between buyer and seller turns higher, the incentive effect of performance goals becomes lower. Third, compared with cash-based compensation, stock-based compensation shows significantly higher incentive effects on promisors thus increasing the ability for target firms to achieve performance commitments. / Dissertation/Thesis / Doctoral Dissertation Business Administration 2018

La thèse se compose de trois études consacrées à la politique de dividendes des entreprises européennes cotées. Le premier essai étudie : (i) les éléments déterminants entraînant le paiement de dividendes, (ii) le changement au fil du temps dans le comportement des entreprises, pour le paiement de dividendes et (iii) les facteurs à l’origine de la diminution de la proportion des entreprises européennes payant des dividendes. En utilisant des sociétés cotées de 21 pays européens entre 1991 et 2010, nous voulons déterminer si les entreprises européennes payant des dividendes suivent la même tendance à la baisse que celle constatée aux États-Unis. En outre, cette analyse nous fournit l'occasion d'étudier les facteurs qui sont importants dans la détermination de la politique de dividende en Europe. Le deuxième essai étudie les facteurs qui sont responsables à long terme (permanents) des changements de la politique de dividendes par les entreprises européennes cotées. Dans cet essai, nous examinons les facteurs qui motivent les changements durables dans les politiques de dividendes , à savoir qui conduisent un payeur de dividende régulier à suspendre les paiements de façon permanente, ou au contraire, qui conduisent une entreprise n’ayant jamais payé de dividendes à adopter une politique de versements de dividendes réguliers. Le troisième essai étudie la validité empirique de l’hypothèse de l’effet signal du dividende. Dans un premier temps, nous examinons l'association entre les changements de dividendes et les changements futurs de bénéfices pour l'échantillon complet. Dans une deuxième étape, nous ne considérons que les annonces de changement de dividendes qui sont suivies par des changements inattendus dans les cours des actions pendant la période de trois jours autour de l’annonce du changement de dividende. Les changements dans les prix des actions devraient être dans le sens de l'évolution des dividendes si nous supposons que les forces du marché ne réagissent qu’aux changements des annonces de dividendes, qui ont contenu de l'information sur les bénéfices futurs. / The dissertation consists of three studies devoted to the dividend policy of European listed firms. The first essay investigates: (i) the determinants of dividend payments; (ii) the change in the dividend payment behavior of firms over time; and (iii) factors that are responsible for the decrease in the proportion of dividend payers in Europe. By using listed firms from 21 European countries between 1991 and 2010, we want to determine whether European dividend payers follow the same declining trend as US ones. Furthermore, this analysis provides us the opportunity to study the factors that are important in the determination of dividend policy in Europe. The second essay investigates the factors that are responsible for long term (permanent) dividend policy changes by European listed firms. In this essay we examine the factors that motivate lasting changes in dividend policies, i.e. that lead a regular dividend payer to stop payments permanently, or conversely that lead a never paid firm to adopt a policy of regular dividend payments. The third essay investigates the empirical validity of the dividend signaling hypothesis. In a first step we examine the association between dividend changes and future earnings changes for the full sample. In a second step we consider only those dividend change announcements that are followed by unexpected changes in stock prices during the three days period around dividend change announcements. The changes in stock prices should be in the direction of dividend changes if we assume that market forces react only to dividend change announcements, which have information content about future earnings.

A presente dissertação parte de uma análise dos principais corpos regulatórios nacionais e internacionais da governança corporativa para buscar os traços essenciais que caracterizam tal sistema. Uma vez identificados os traços essenciais a partir dos elementos regulatórios, passa o texto a analisar os elementos caracterizadores da governança corporativa por meio das principais disposições doutrinárias sobre o tema. Após estabelecido um conceito funcional de governança corporativa, busca-se compreender as bases econômicas que originaram e auxiliaram no desenvolvimento do sistema da governança corporativa. A partir deste ponto são levantadas as principais Indagações acerca do funcionamento do mercado em um ambiente de informações assimétricas, ressaltando-se o impacto advindo dos agency costs. Finalmente, após levantados os problemas relacionados à assimetria de informação, essencialmente focados no agency problem, se propõe a dissertação a vincular o desenvolvimento do sistema da governança corporativa à mitigação dos problemas de assimetria de informação. / The present work starts from an analysis of the main national and international regulatory provisions in connection to corporate governance searching for the essential traces that characterize such system. Once the essential traces are identified by means of the regulatory elements, the dissertation moves on to analyze the characterizing elements of corporate governance through the main academic considerations on the subject. After a concept of corporate governance is reached, the intent of the works shifts to comprehending the economic basis that have originated and further developed the corporate governance system. From this point forward, the dissertation addresses the main questions on the working of markets under asymmetric information, mainly taking into consideration the impacts arising from the agency costs. Finally, after the problems related to asymmetric information are addressed, basically related to agency problems, the work deals with the objective of bonding the development of the corporate governance system with the reduction of the problems arising from asymmetric information.

Abstract This study consists introductory survey and three essays where investors' trading responses to interim earnings announcements are studied using Finnish data. The essays are individual papers, but their topics are closely connected since they address the trading response from different angles. The essays progress from an aggregated to a more detailed examination. The first essay was conducted on daily data, whereas the second and third consist of intraday trading data. In all three essays information asymmetry is assumed to affect trading behavior around interim earnings announcements. The first article contains empirical findings regarding the effect of interim earnings announcements on investors' trading policy using Finnish data. The aim of the paper is to investigate empirically the role of pre-disclosure information asymmetry and the information content in explaining volume responses to interim earnings announcements. Evidence is provided that the trading volume response is positively associated with the information content and to some extent with the level of pre-disclosure information asymmetry. The results are in line with the theoretical trading volume proposition. However, the significance levels are lower than in similar US studies and the association between positive and negative news is slightly asymmetric. The second article finds evidence from the Helsinki Stock Exchange that the widely documented U-shape pattern in trading activity - namely heavy trading in the beginning and at the end of the trading day and relatively light trading in the middle of the day - is affected by an anticipated information event (i.e. interim earnings announcement). Before the announcement day, trading is more concentrated at the close. This is consistent with investors' heterogeneous willingness to bear expected overnight risk, which is especially prevalent before an announcement. Moreover, a slight increase on the open is evident after the announcement day. Evidence is also provided that the change in intraday trading behavior is associated with announcement-related factors, such as the range of analysts' earnings forecasts, the magnitude of unexpected earnings and firm size. Furthermore, this association is evident to some extent during the transition between trading and non-trading regimes. The third study examines whether the permanent price effects of individual trades are greater before or after an interim earnings announcement on the Helsinki Stock Exchange. If the permanent price effects are greater before the announcement this would suggest that investors believe that some traders are better informed before the interim earnings announcement than after. Using permanent price effects as a measure of price adjustment for private information, tests were performed to see whether price adjustments are greater in pre-announcement periods than in post-announcement periods. The results, based on interim earnings releases for the period 1993 to 1997 by HSE-listed firms, suggest that large trades do indeed produce greater permanent price effects before an announcement than after it. This suggests that large trades associated with price changes (especially uptick trades) before an announcement send a stronger signal to other investors than similar trades after the announcement. For small trades the results were insignificant.

Dual-class stock structure is characterized by the separation of voting rights and cash flow rights. The departure from a common “one share-one vote” configuration creates ideal conditions for conflicts of interest and agency problems between controlling insiders (the holders of voting rights) and remaining shareholders. The owners of voting rights have the opportunity to extract private benefits and act in their personal interest; as a result, dual-class firms are often perceived to have low transparency and high information asymmetry. This dissertation investigates the quality of information and the information environment of firms with two classes of stock. The first essay examines the quality of information by studying accruals in dual-class firms in comparison to firms with only one class of stock. The results suggest that the quality of accruals is better in dual-class firms than in single-class firms. In addition, the difference in the quality of accruals between firms that abolish their dual-class share structure by unification and singe-class firms disappears in the post-unification period. The second essay investigates the earnings informativeness of dual-class firms by examining the explanatory power of earnings for returns. The results indicate that the earnings informativeness is lower for dual-class firms as compared to single-class firms. Earnings informativeness improves in firms that unify their shares. The third essay compares the level of information asymmetry between dual-class firms and single-class firms. It is documented that the information environment for dual-class firms is worse than for single-class firms. Also, the finding suggests that the difference in information environment between dual-class firms and single-class firms disappears after dual-class stock unification.

Online crowdfunding, an emerging business model, has been thriving for the last decade. It enables small firms and individuals to conduct financial transactions that would previously been impossible. Along with unprecedented opportunities, two fundamental issues still hinder crowdfunding ability to fulfill its potentials: the information asymmetry and the understanding of the impact of crowdfunding. Both are actually exacerbated by the "virtual" nature of these marketplaces. The success of this new market therefore critically depends on both improving existing mechanisms or designing new ones to mitigate the issue of unobservable fundraiser quality, which can lead to adverse selection and market collapse; and better understanding the impact of crowdfunding, and particularly its offline impact, which will allow the effective allocation of scarce resources. My dissertation includes three essays around these topics, using data from debt-, reward- and donation-based crowdfunding contexts, respectively. My first two essays focus on two popular but understudied components in crowdfunding campaigns, texts and videos, and aim at predicting fundraiser quality by quantifying texts and videos. In particular, the first essay focuses on developing scalable approaches to extracting linguistic features from texts provided by borrowers when they request funds; and on using those features to explain and predict the repayment probability of the problematic loans. The second essay focuses on videos in reward crowdfunding, and preliminary results show excellent predictive performance and strong associations between multi-dimensional video information and crowdfunding campaign success and quality. The last essay investigates the impact of educational crowdfunding on school performance, using data from a crowdfunding platform for educational purposes. The results show that educational crowdfunding plays a role far beyond simply a financial source. Overall, my dissertation identifies the non-financial impact of crowdfunding as well as potential opportunities for efficiency improvement in the crowdfunding market, which have thus far not been documented in the literature.

Access to adequate liquidity to finance future investments is an essential element of financial management. The two main questions that this dissertation attempts to answer are (i) what is the net valuation effect of LoC? and (ii) if LoC create value, what are the sources of this value? To answer these questions, I constructed a sample of 85,232 firm-years spanning from 1993 to 2016, with credit line data obtained from Capital IQ and Bloomberg. I investigated the valuation effects of LoC with a methodology extensively used in the analysis of the valuation implications of cash. I used this methodology because cash and LoC are two alternatives to manage liquidity and estimated the changes in shareholders' value associated with changes in existing LoC undrawn balances and on new LoC agreements. The results from this analysis demonstrates a positive association between increases in LoC capacity and shareholder's value. These findings are also obtained in univariate and event study analyses. The results also suggest that LoC create more value for firms that are rich in cash, indicating the LoC and cash are complementary liquidity management tools. I then focused on the sources of the value created by credit lines. I examined whether information asymmetry plays a role in LoC valuation by analyzing the association between firm value and LoC for firms with high- and low-information asymmetric. I also studied whether LoCs reduce agency problems by comparing firm value and LoC capacity in both poorly and well-governed firms. Furthermore, I examined whether firms benefit from an increase in financial flexibility provided by access to credit lines. I found results consistent with LoC being more valuable for firms with higher levels of informational asymmetries. The analysis also suggests that LoCs with longer maturity create more value than those with shorter maturity. Surprisingly, I find limited support for the hypothesis that shareholders place a higher value on LoCs in increasing financial flexibility. Moreover, I found no support for the role of credit lines in reducing agency problems.

Merger and acquisition (M&A) transactions have been the subject of numerous studies over the years. The effect of the method of payment in M&A transactions has been studied in first world countries where information transfer is regarded as being highly efficient. The aim of this research was to study the effect of the method of payment to both acquirer and target companies post the announcement of M&A transactions within the context of emerging economies. South African JSE listed firms were used as a proxy for emerging market companies.Event study methodologies are only as sound as the statistical methodologies used to conduct the tests as well as the accuracy with which expected returns can be calculated. This being so, the aim of the research was to apply rigorous testing using various event study methodologies and making use of the literature to ensure that the findings were robust and the testing thorough. The various testing methodologies did not always provide the same findings further emphasising that the results are only as conclusive and robust as the methodologies used.Using the well substantiated event study methodology it was found that target companies do not significantly outperform acquirer firms. Although target companies showed a 12.5% increase over the longest event window being a 120 day window, whilst acquirers only reported 6.40% the difference was not found to be significant. The additional returns to target companies are likely due to the bid premium to stave off competition.Results indicate that acquirer companies using shares as the method of payment do send a negative signal to the market that their shares used as the currency of exchange in the M&A transaction is inflated. As a result acquirer companies using shares underperformed acquirer companies using cash as the method of payment.Finally target companies bought where cash was used as the method of payment outperform targets bought using shares as the method of payment. This is likely due to the capital gains tax implications in the year the M&A transaction takes place where cash is the method of payment.Although South Africa is regarded as being a less efficient market than first world economies with regards to information transfer, based on the study (which focused on large capitalisation companies with high trading volumes) South Africa does show similar results to those of first-world economies for acquirer cash against acquirer share returns as well as for target cash against target share returns, when looking at the method of payment as a market signal in M&A transactions. This research did not however find significantly higher positive returns for target companies against acquirer companies returns. / Dissertation (MBA)--University of Pretoria, 2012. / Gordon Institute of Business Science (GIBS) / unrestricted

Earnout as a method of payment in an M&A allows for a number of advantages over the traditional choices of exchange medium, such as cash and stock. This study seeks to validate some of the conclusions drawn by existing literature, in the South African context and add value by investigating two specific attributes, namely the size of the earnout as well as the period over which an earnout may be evaluated; and their impact on the acquirer stock return. The investigation is conducted based on the analysis of event period abnormal gains for the acquirer over the event periods of ±10 days; ±5 days and ±1 day around the announcement of the merger or acquisition.Over the period 2003 – 2009, the data lends significant support to the view that earnout ratio larger than 51% leads to higher abnormal gains than those less than 51% of the total transaction value. Copyright / Dissertation (MBA)--University of Pretoria, 2010. / Gordon Institute of Business Science (GIBS) / unrestricted