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This study examines whether firms' decisions to offer company stock in defined contribution (DC) plans are explained by managers' corporate control motives. Using a large sample of proxy voting outcomes, I find that employee ownership in DC plans is significantly and positively associated with the level of voting support for management sponsored proposals. This suggests that managers encourage employee DC holdings in company stock in order to receive higher voting support in favor of management. The effects of employee ownership on voting outcomes are significantly greater in subsample tests than in full sample tests: management proposals opposed by Institutional Shareholder Services, management proposals of close votes, director election votes receiving more than 20% of votes withheld, and say-on-pay frequency proposals.

O entrincheiramento gerencial se caracteriza pela redução dos direitos dos proprietários de qualquer organização, que passam a ter gestores fortalecidos e protegidos. Embora pesquisas apontem o entrincheiramento como redutor do valor nas empresas de capital aberto, teoricamente as cooperativas de crédito possuem características que tornam divergentes os possíveis efeitos do entrincheiramento gerencial sobre a criação de valor, ao potencializar problemas de agência ou originar relações de stewardship. Entretanto, pouco se sabe sobre esta relação nas cooperativas, sem haver investigação empírica sobre esta associação. Dentro deste contexto, este trabalho investigou o entrincheiramento gerencial nas cooperativas de crédito brasileiras e sua associação à criação de valor. Utilizando dados encontrados nos estatutos sociais vigentes no ano de 2016, foi desenvolvido um índice de entrincheiramento baseado em previsões sobre dualidade, manutenção no cargo, trocas de conselheiros e limites contra candidaturas rivais, com a associação ao valor testada por técnicas de mínimos quadrados ordinários e em dois estágios. As estimações realizadas apontaram uma associação negativa entre o índice de entrincheiramento e a criação de valor, realçada pelo uso de mínimos quadrados em dois estágios, que persistiu em análises envolvendo amostras específicas de cooperativas, à exceção da amostra composta por cooperativas de livre admissão. Os resultados alinham o caso das cooperativas de crédito ao das empresas de capital aberto, o que pode implicar em uma similaridade entre estas formas organizacionais, apesar de teoricamente serem apresentadas como distintas. / The managerial entrenchment is characterized by the reduction of the ownership rights in any organization, which have their managers strengthened and protected. Although prior research points out the entrenchment as a reducer of value in investor-oriented firms, credit unions theoretically have characteristics that make divergent the possible effects of managerial entrenchment on the value creation, by potentiating agency problems or leading to stewardship relationships. However, there is little knowledge about this relationship in cooperatives, without any empirical research on this association. Therefore, this work investigated the managerial entrenchment in Brazilian credit unions and their association with value creation. Using data found in the credit unions\' bylaws in force in 2016, an entrenchment index based on provisions of duality, possibility of prolonged tenure, board members\' exchanges and limits against rival applications was developed, with the association with value tested by ordinary and two-stage least squares techniques. The estimation showed a negative association between the entrenchment index and the value creation, highlighted by the use of two-stage least squares, which persisted in analyzes involving specific samples of credit unions with the exception of the sample composed by free entry credit unions. The results align the case of credit unions with that of investor-oriented firms, which may imply a similarity between these organizational forms, although they are theoretically presented as distinct.

Abstract Problem: The problem of this thesis involves the controversy that the implementation of poison pills generates. The conflict amongst various stakeholders that are affected directly or indirectly by the implementation of the poison pill also contributes significantly to the problem of this thesis. Purpose: The purpose of this thesis is to investigate and compare the benefits of the poison pill adoption on shareholder and management interests. We also seek to evaluate arguments for and against pill adoption, and determine if these arguments are valid in view of facts established from our study. Conclusions: Our study in this thesis has brought us to five conclusions about the poison pill policy in fulfillment of the purpose. We state in our conclusion that arguments for and against the poison pill can both be validated depending on the case, we also state that a general conclusion cannot be drawn as to the negative or positive effect of the poison pill on stakeholders. We proceed to argue that the pill is a very effective fighting toll in the current business world and state that more should be done to regulate pill implementation. We finish up our conclusion by identifying what appears to be an inverse relationship between management and shareholders benefits from the implementation of the pill. Originality: The uniqueness of our study resides in the theoretical framework that is developed from two prevailing hypotheses in the academic research of the poison pill. The previous studies either take on the management entrenchment hypothesis (MEH) or the shareholder interest hypothesis (SIH). However, we have combined the elements of both hypotheses and jointly revealed the advantages and disadvantages of the pill adoption for both management and shareholders via our original management shareholder benefits comparison matrix.

<p><strong>Abstract</strong></p><p><strong>Problem</strong>: The problem of this thesis involves the controversy that the implementation of poison pills generates. The conflict amongst various stakeholders that are affected directly or indirectly by the implementation of the poison pill also contributes significantly to the problem of this thesis.</p><p><strong>Purpose</strong>: The purpose of this thesis is to investigate and compare the benefits of the poison pill adoption on shareholder and management interests. We also seek to evaluate arguments for and against pill adoption, and determine if these arguments are valid in view of facts established from our study.</p><p><strong>Conclusions</strong>: Our study in this thesis has brought us to five conclusions about the poison pill policy in fulfillment of the purpose. We state in our conclusion that arguments for and against the poison pill can both be validated depending on the case, we also state that a general conclusion cannot be drawn as to the negative or positive effect of the poison pill on stakeholders. We proceed to argue that the pill is a very effective fighting toll in the current business world and state that more should be done to regulate pill implementation. We finish up our conclusion by identifying what appears to be an inverse relationship between management and shareholders benefits from the implementation of the pill.</p><p><strong> Originality</strong>: The uniqueness of our study resides in the theoretical framework that is developed from two prevailing hypotheses in the academic research of the poison pill. The previous studies either take on the management entrenchment hypothesis (MEH) or the shareholder interest hypothesis (SIH). However, we have combined the elements of both hypotheses and jointly revealed the advantages and disadvantages of the pill adoption for both management and shareholders via our original management shareholder benefits comparison matrix.</p>

Using panel data analysis, this paper considers the impact of governance provisions on firm’sR&amp;D investment decisions. The current paper also contributes to the literature on corporategovernance and innovation by introducing an interaction dimension which captures theinfluence that internationalization of U.S. firms may have on R&amp;D investment decisions. Basedon a sample of 627 U.S. firms for the years 2008-2016 this paper’s results suggest thatgovernance provisions do not nurture or impede R&amp;D investments, and therefore the resultscasts doubt on the existence of a relationship between governance provisions and R&amp;Dintensity. The current paper’s findings also suggest that proposed effects of internationalizationdo not modify the relationship between entrenchment and R&amp;D for U.S. firms.

This dissertation consists of two essays on the impact of managerial entrenchment and ethical corporate citizenship on capital structure decisions of the firm. The first essay examines the impact of managerial entrenchment on financial flexibility and capital structure decisions of firms. Agency conflicts and asymmetric information between managers and shareholders of firms exacerbate managerial entrenchment, which is operationalized using the entrenchment index. The excess cash ratio of a firm over the median cash ratio of firms within the same 3 digits SIC code is the proxy for financial flexibility. Capital structure decisions include the extent and maturity of debt as proxied by debt-to-equity ratio, and average debt maturity respectively. Results indicate that compared to managers who are not entrenched, entrenched managers obtain less rather than more debt, and they use long-term rather than short-term debt maturity. Also, entrenched managers keep more excess cash than managers who are not entrenched. This is especially the case for firms in small and large market value groups compared to medium sized firms. Results do not change before, during, and after the 2008 global economic crisis. The second essay examines the impact of ethical corporate citizenship and CEO power on cost of capital, and firm value in the context of stakeholder theory. Firms listed as World's Most Ethical Companies (WMECs) exemplify ethical corporate citizenship, which is operationalized as a binary variable of 1 for WMECs, and zero for non-WMECs. This paper matches WMECs and non-WMECs control firms in the same 3 digits SIC code, and within 10 percent of total assets. CEO power is primarily measured using CEO pay slice calculated as CEO total compensation as a percentage of top 5 executives of the firm. Powerful CEOs have pay slice above the 50th percentile, and weak CEOs pay slice is below the 50th percentile. Tobin's q is the proxy for firm value, and cost of capital is measured as the market value weighted cost of debt, and cost of equity. Results indicate that WMECs have neither lower cost of capital nor higher Tobin's q than matched control sample of non-WMECs. Firms led by powerful CEOs have significantly lower cost of debt capital, and lower industry-adjusted Tobin's q than firms led by weak CEOs. The negative impact of CEO power on firm value is consistent with agency theory that self-interested CEOs extract firm value for personal advantage, subject to managerial controls. Results have implications for research and practice in capital structure, corporate governance, CEO compensation, and corporate social responsibility. / Doctor of Philosophy / This study consists of two essays. Essay 1 examines the impact of managerial entrenchment on financial flexibility, and leverage decisions of the firm. Managerial entrenchment is measured using the entrenchment index. The excess cash ratio of a firm over the median cash ratio of firms measures financial flexibility. Capital structure decisions include the extent and maturity of debt as measured by debt-to-equity ratio, and average debt maturity respectively. I find that entrenched managers use less debt than managers who are not entrenched. Also, entrenched managers prefer using long-term rather than short-term debt, and they keep more excess cash than managers who are not entrenched. This is especially the case for small and large firms compared to medium sized firms. Essay 2 investigates the impact of ethical corporate citizenship and CEO power on cost of capital, and firm value. Ethical corporate citizenship (ECC) refers to firms' commitment to a culture of ethics, effective governance, leadership, and innovation. ECC is measured as a binary variable of one if a firm is listed on World's Most Ethical Companies (WMEC), and zero otherwise. CEO power is primarily measured using CEO pay slice that is calculated as CEO total compensation as a percentage of top 5 executives of the firm. Powerful CEOs have pay slice above the 50th percentile, and weak CEOs pay slice is below the 50th percentile. WMECs and non-WMECs in the same 3 digits standard industry classification, which have similar total assets as the WMECs are compared. I find that WMECs have neither lower cost of capital nor higher Tobin's q than non-WMECs. Powerful CEOs often utilize their influence to reduce cost of debt capital, but also reduce firm value compared to weak CEOs. Self-interested CEOs who extract firm value for personal advantage partly explains the negative effect of CEO power on firm value.