This thesis presents three essays, with the first two focusing on the insider role of M&A advisors and the effectiveness of insider trading rule, while the third essay looks into the effects of product market competition on corporate cash holdings. The main hypothesis of the first and second essay is that the advisory banks that are privy to non-public deal information might have high motivation to exploit this privileged information by taking a position in a takeover target ahead of a deal and realise an excess return upon deal announcement. This motivation for and act of “insider trading” might be attenuated by the insider trading rules Rule10b5-1 and Rule10b5-2, which were released in 2000.The first essay examines the presence of acquiror advisors’ holdings in targets and their trading strategy on such holdings before deal announcement. Using an aggregate level of stake-holding in the target firm by a financial conglomerate/brands with which the advisor to the acquiror is affiliated, we find that advisory brands start to take and accumulate holdings in targets at least seven quarters before deal announcement through to announcement quarter. The stake-holding is significantly larger than that of a non-advisory brand group that is defined. We argue that these results imply the direct link between advisory holdings, advisor identity and the strong intentions of trading on private deal information. However, this tendency is markedly attenuated in the post-rule period after 2000. This change in advisory brand trading strategy on target stocks ahead of a deal with the passage of rules suggests a positive deterrence effect of the insider trading rule. In the second essay, we investigate the profitability of this trading strategy by advisory brands to acquirors taking stake in targets ahead of a deal. Results suggest that both the level and the build-up (increase) of an advisory stake between the last two quarters immediately preceding deal announcement are positively related to the target return. These results are consistent with the view that advisory brands trade on their privileged deal information by taking and increasing holdings in targets ahead of deals to profit from the increase in target share price. In our sub-period analysis, results suggest that all the coefficients become much smaller and insignificant for the post-rule period after 2000. This again indicates a strongly positive deterrent effect of regulation, which further confirms the conclusion of the first essay. The third essay is related to both the static and dynamic effect of product market competition on firm cash holdings. We find that the intensity of product market competition measured by product similarity from Hoberg and Phillips (2010, 2011) has a significant positive effect on firm cash holdings, after controlling for other measures including the Industry Herfindahl Index and industry fluidity. This suggests that firms in a more competitive industry reserve more cash as their war chest or preemptive tool against competitors. Further, Vector Autoregression (VAR) and analyses of shock show that when there is a sudden increase in product similarity/competition level (shock), firms use cash to fight off competition, leading to a decrease in cash holdings.

Since theories of corporate finance are recognised to be conditional, this study explores the impact of the global financial crisis (GFC) of 2007-2009 and institutional settings in determining corporate financial decisions. The recession on the supply of credit and demand for credit affects the corporate financial channels. The credit recession causes more agency costs, bankruptcy costs and information asymmetry, which adversely influence both borrowing and investments. Firms reduce debt financing, retain more cash and cut corporate payouts due to a sharp rise in uncertainty. Moreover, the role of institutional settings on corporate decisions differs following the GFC. Three empirical chapters contribute to the literature: First, Chapter 3 investigates the role of GFC on determinants and the adjustment speed of leverage and debt maturity and reveals that the effect of bankruptcy costs, agency costs and information asymmetry only increases on debt maturity, as opposed to leverage in the post-GFC. The adjustment speed of leverage and debt maturity drops after the GFC due to the low supply and demand for credit. Chapter 4 examines how cash holdings have been affected by the GFC across countries which have different agency problems and analyses how the rise of agency costs and information asymmetry can explain cash decisions before and after the GFC. Financially constrained firms have quicker cash holdings’ adjustment compared to unconstrained firms. However, while firms in low-governance countries have slower adjustment speed of cash than those in high-governance countries in pre-crisis, it has been found that it is vice versa in the post-crisis period. Finally, Chapter 5 analyses the effect of agency problems and the GFC on dividend payouts. Contrary to firms in high-governance countries, those in common-law countries are less likely to pay out dividends, as confirmed by the substitute and outcome models, sequentially after the GFC. Also, dividends are used as a signalling device by the GFC. Overall, the GFC and institutional settings impact corporate financial policies of firms to specify where and when their shareholders invest. / Ministry of National Education of the Republic of Turkey İlim Yayma Vakfı İstanbul İktisatçılar Derneği (İKDER)

<p>This thesis explores the following three important issues in the field of corporate finance: window dressing in corporate cash holdings, market effects of SEC regulation of short-term borrowing disclosure and market response to dividend change announcements by unregulated versus regulated firms.</p> <p>First, I find strong evidence of upward window dressing in cash holdings by U.S. industrial firms during the fourth fiscal quarter. This behavior is robust to several controls and a December year-end dummy. Further cross-sectional analysis reveals that the window dressing is sensitive to firm size and level of information asymmetry. I also find that firms manipulate discretionary accruals to dress up fourth quarter cash, perhaps to gain favourable credit terms on issuing short-term debt.</p> <p>Second, I use portfolios of financial and non-financial SEC registrants to examine the market reaction to proposed SEC short-term borrowing disclosure regulation. Using event study methodology, I find that the market reaction is positive and significant at the announcement date and negative and significant at the voting date. Overall, I observe a positive market reaction, indicating the usefulness of the disclosure from the vantage point of users. The results for various subsets confirm the expectations and suggest that a “one-size-fits-all” approach to regulation is undesirable.</p> <p>Finally, I use large samples of dividend increase and decrease announcements for the period 1960 to 2010 in order to compare stock price reactions of unregulated and regulated firms. I observe a stronger market reaction to the dividend increase announcements of unregulated firms compared to those of regulated firms after controlling for firm characteristics, market factors and contemporaneous earnings announcements, a result consistent with the dividend signaling hypothesis and uniqueness argument for regulated firms. However, I find that the market reaction to dividend decrease announcements is similar for unregulated and regulated firms. The cross-sectional analysis further confirms that the stronger stock price reaction to dividend increase announcements of unregulated firms is associated with the level of information asymmetry.</p> / Doctor of Philosophy (PhD)

本研究係探討公司治理機制是否影響台灣上市櫃公司之現金持有率，並透過檢驗公司治理對公司現金持有價值之影響，來探討公司治理如何影響公司之價值。本研究發現，董事會規模及董事會內部化程度顯著影響公司現金持有率之高低，並發現公司之董事長是否兼任總經理、董事會內部化程度、董監持股率、機構法人持股率、公司是否屬家族控制型態、控制股東之盈餘分配權，以及股份控制權之偏離程度等因素，均影響公司現金之價值，此種結果與現金持有之代理觀點一致。換言之，公司治理機制較差的公司，其管理者（或控制股東）易因個人私利而影響公司現金持有政策，而控制股東與小股東間的核心代理問題，也會顯著降低公司現金持有價值。 / This paper investigates the relationship between corporate governance characteristics and corporate cash holdings of Taiwanese listed companies, and further explores how corporate governance characteristics impact a firm’s value through the value of its cash holdings. Our empirical results show that board size and insider dominance of the board are important determinants of cash holdings. In addition, the duality of chairman and CEO, insider dominance of the board, percentage of equity ownership held by directors, the ratio of institution stockholdings, family-control of a firm, the divergence between control rights and cash-flow rights all affect the value of a firm’s cash holdings. These findings are consistent with the agency view of cash holdings. That is, managers in the firms with poor corporate governance have more incentive to influence corporate cash policies for their own benefits, and the core agency problem between controlling shareholder and minority shareholders affect the value of cash holdings negatively.

This thesis consists of three chapters and investigates the issues related to liquidity risk, credit market contagion, and corporate cash holdings. The first chapter is coauthored work with Professor Jay Sa-Aadu and Associate Professor Ashish Tiwari and is titled ‘Market Liquidity, Funding Liquidity, and Hedge Fund Performance.’ The second chapter is sole-authored and is titled ‘Credit Market Contagion and Liquidity Shocks.’ The third chapter is coauthored with Steven Savoy and titled ‘Ambiguity Aversion and Corporate Cash Holdings.’ The first chapter examines the interaction between hedge funds’ performance and their market liquidity risk and funding liquidity risk. Using a 2-state Markov regime switching model we identify regimes with low and high market-wide liquidity. While funds with high market liquidity risk exposures earn a premium in the high liquidity regime, this premium vanishes in the low liquidity states. Moreover, funding liquidity risk, measured by the sensitivity of a hedge fund’s return to the Treasury-Eurodollar (TED) spread, is an important determinant of fund performance. Hedge funds with high loadings on the TED spread underperform low-loading funds by about 0.49% (10.98%) annually in the high (low) liquidity regime, during 1994-2012. The second chapter provides evidence on credit market contagion using CDS index data and identifies the channels through which contagion propagates in credit markets. The results show that funding liquidity and market liquidity are significant channels of contagion during periods with widening credit spreads and adverse liquidity shocks. These results provide support for the theoretical model proposed by Brunnermeier and Pedersen (2009) according to which negative liquidity spirals can lead to contagion across various asset classes. Furthermore, during periods with tightening credit spreads and positive liquidity shocks, the results indicate that a prime broker index and a bank index are important channels contributing to co-movement in credit spreads. This suggests that financial intermediaries play an important role in spreading market rallies across credit markets. The third chapter investigates the link between investors’ ambiguity aversion and precautionary corporate cash holdings. Investors’ ambiguity aversion is measured by the proportion of individual investors in a firm’s investor base who are hypothesized to be more ambiguity averse compared to institutional investors. We show that the value of cash holdings is negatively associated with the extent of ambiguity aversion in a firm’s shareholder base for firms that are financially constrained. Our results also show that financially constrained firms with a higher proportion of ambiguity averse investors hold less cash. These results provide support for models in which ambiguity averse investors dislike the cash holdings of firms, that are held for precautionary reasons to fund long term projects, given that the returns on long term projects are ambiguous.

This thesis is an effort to advance our knowledge and understanding of the role that labor plays in shaping corporate financial policies and how it is in turn affected by considerations related to firms' financing. I present three essays on the interaction between finance and labor. First, I provide two examples of how labor affects financial decisions, in which I investigate the impacts that commitment to employee welfare and reliance on skilled labor have on cash management policies. Next, I examine the effect of ownership structure on labor investment decisions as an example of how finance affects human capital. In the first essay, I examine the relation between employee welfare practices and corporate cash holdings. Consistent with the predictions of the stakeholder theory, I find firms that are strongly committed to employee welfare, measured by ratings on employee relations, to hold more cash. The effect of employee welfare standards on cash holdings is stronger for firms in human-capital-intensive, competitive, and low turnover industries in which employees are more important to their businesses. The findings highlight the importance of human capital and employee-friendly practices as an overlooked determinant of cash holdings and suggest that managers can use cash to signal their financial health to current and potential employees, thereby increasing their competitiveness in labor markets. The second essay examines whether a firm's dependence on skilled labor affects its cash holdings. Consistent with a precautionary motive to accumulate cash when higher labor adjustment costs slow a firm's labor demand reaction to cash flow shocks, I find robust evidence that companies with higher shares of skilled labor hold more cash. The effect of skilled labor on cash holdings is more pronounced for firms that are financially constrained, attach higher values to their human capital, operate in competitive product markets, and belong to industries characterized by high labor mobility. The findings suggest that labor heterogeneity, and in particular the skill level of workers is an important determinant of corporate cash policies. The results provide managers of firms, particularly those that are financially constrained, with insights on how to minimize their labor adjustment costs and reduce the risk of losing their valuable human capital. In my third essay, I examine whether the presence of long-term institutional investors, who typically have strong monitoring incentives, can help mitigate agency conflicts associated with firms' employment choices. I find that abnormal net hiring, measured as the absolute deviation from net hiring predicted by economic fundamentals, decreases in the presence of institutional investors with longer investment horizons. Firms dominated by long-term shareholders reduce both over-investment (over-hiring and under-firing) and under-investment in labor (under-hiring).The monitoring role of long-term investors is more pronounced for firms facing higher labor adjustment costs. These findings suggest that institutional investors play an important role in firm-level employment decisions.

<p>This thesis includes three essays on several important topics in empirical finance: Chief Executive Officer (CEO) risk-taking incentives, the cost and syndicate structure of bank loans and corporate investments with internal funds. This thesis contributes to these aspects of finance literature and the three essays are presented in Chapter 2, 3 and 4.</p> <p>The first essay investigates how implicit contractual relationship between creditors and borrowers attenuates the conflict of interest between creditors and shareholders that arises from CEO compensation contracts when a corporation can be considered a nexus of explicit and implicit contractual relationships among stakeholders. We find that bank loans for firms with CEOs who are provided with risk-taking incentives have higher spreads and shorter maturities. A relationship between the lender and its borrower mitigates the influence of incentives for CEO risk-taking on loan spread and loan maturity. Such a relationship is especially beneficial for informationally opaque firms. The results are robust to the endogeneity of relationships and the simultaneous determination of loan spread, loan maturity and collateral requirements. Our results highlight the importance of the interaction between explicit and implicit contractual relationships to a firm’s borrowing cost.</p> <p>The second essay investigates the effects of a borrowing firm’s CEO risk-taking incentives on the structure of the firm’s syndicated loans. The conflict of interest between creditors and shareholders arising from CEO risk-taking incentives is a major concern of borrower moral hazard for syndicate lenders, which require intensive monitoring by lead arrangers in a syndicate. When CEO risk-taking incentives are high, syndicates are structured to facilitate better due diligence and monitoring efforts. These syndicates have a smaller number of total lenders and are more concentrated, and lead arrangers will retain a greater portion of the loan. Moreover, we examine the factors that affect the link between CEO risk-taking incentives and syndicate loan structure. CEO risk-taking incentives have a lesser effect on the syndicate structure when lead arrangers have a good reputation and have a prior lending relationship with a borrowing firm. By contrast, CEO risk-taking incentives have a greater influence on syndicate structure when borrowing firms are informationally opaque, are financially distressed or have low growth prospects.</p> <p>The third essay studies corporate investments with internal funds when firms face real investment friction using a sample of U.S. oil companies from 2003 to 2011 before and after the 2008 financial crisis. We show that firms’ capital expenditures are more sensitive to their lagged cash holdings than to their contemporaneous cash flows. By making investments with realized cash holdings, firms can avoid the investment adjustment costs that are incurred when investing with uncertain cash flows. We also show that cash flow policies are affected by liquidity constraints following the 2008 financial crisis: firms build up more cash reserves from cash flows, cut back payouts and raise more debt to maintain cash holdings.</p> / Doctor of Business Administration (DBA)

Cette thèse est constituée de trois essais visant à comprendre dans quelles mesures la performance sociale des entreprises exerce une influence sur leurs politiques financières.Nous souhaitons ainsi contribuer à la littérature portant sur les conséquences sur les marchés financiers de l’engagement RSE des entreprises. Puisque les décisions financières sont affectées par les problèmes d’agences, ou ont un impact sur eux, nous soutenons que l’analyse de l’effet de la performance sociale des entreprises sur leurs décisions financières est une piste de travail intéressante pour comprendre si une performance sociale élevée est compatible avec la maximisation de la richesse des actionnaires. Ainsi, dans notre premier essai, nous étudions l’impact de la performance sociale sur la valeur des actifs liquides. Nous montrons que les investisseurs attribuent une valeur supérieure aux disponibilités détenues par des entreprises ayant une performance sociale élevée. Ce résultat est cohérent avec l’idée selon laquelle une performance sociale élevée conduit à une utilisation efficace de la trésorerie. En outre, nous exposons que l’impact positif de la performance sociale sur la valeur des actifs liquides n’est observé que pour des entreprises se situant dans des pays dans lesquels la protection des investisseurs est élevée. Ainsi, nous soulignons que la qualité des institutions joue un rôle important dans la relation entre la performance sociale et la valeur de marché des entreprises.Dans un second essai, nous étudions l’influence de la performance sociale sur la politique de dividendes. Dans un contexte international, nous révélons que les entreprises socialement responsables ont plus tendance à verser des dividendes que les autres et à payer des dividendes plus élevés. Cet essai semble montrer que la politique de dividendes est un moyen de résoudre les problèmes d’agence potentiels associés aux politiques de RSE. En ce sens,nous observons que la relation positive entre performance sociale et niveau de dividendes est vraie seulement lorsque la qualité de la gouvernance est élevée. Enfin, notre troisième essai se penche sur l’impact de la performance sociale à la fois sur la structure financière, sur le choix de la source de financement et sur la taille des émissions d’actions. Nous montrons que la performance sociale a un impact négatif sur le niveau d’endettement. Nous observons également que les entreprises socialement responsables émettent des actions plus souvent que les autres. De plus, en se basant sur la littérature montrant un effet négatif de la performance sociale sur l’asymétrie d’information, nous soulignons que les entreprises socialement responsables émettent de plus gros volumes d’actions. Nous révélons également que ces entreprises sont moins sensibles aux conditions de marché lorsqu’elles décident d’avoir recours à l’émission d’actions. En définitive, nos résultats suggèrent que la performance sociale est un déterminant significatif des politiques financières des entreprises et que les entreprises semblent prendre en compte les conséquences financières de leurs politiques de RSE dans leurs prises de décisions financières. / This thesis consists of three essays investigating the impact of Corporate Social Responsibility (CSR) performance on several firms’ financial decisions. We aim to contribute to the growing literature on the capital market consequences of CSR activities. Since many financial decisions affect or are affected by agency problems, we argue that analysis of the impact of CSR commitment on firms’ financial policies is an interesting way to observe whether and how high CSR performance and shareholder wealth maximization are compatible.Thus, in our first essay, we study the impact of CSR performance on the value of cash holdings. We find that investors assign a higher value to cash held by high CSR firms. This result is consistent with the idea that investors expect that high CSR performance leads to an efficient use of cash holdings. In addition, we show that the positive impact of CSR performance on the value of cash holdings is observed only for firms operating in countries with high investor protection. Hence, we underline that country-level governance seems to shape the relationship between CSR performance and market value. In the second essay, we investigate the influence of CSR performance on dividend policies. In an international context,we reveal that high CSR firms are more likely to pay dividends, and to pay larger dividends.This essay provides evidence that dividend policy is a means to reduce potential agency problems related to CSR activities. In this way, we also show that the positive relationship between CSR performance and dividend payout is observed only when corporate governance is effective. Finally, our third essay investigates the impact of CSR performance on capital structure, debt-equity choice and the size of equity issuances. We find that CSR performance is negatively related to leverage. We also highlight that high CSR firms issue equity instead of debt more frequently. Moreover, consistent with recent papers that show a negative effect of CSR performance on information asymmetry, we highlight that high CSR firms issue larger amounts of equity than other firms. We also show that these firms are less dependent on market conditions for their equity issuances. Overall, our results suggest that CSR performance is a significant determinant of firms’ financial policies, and that firms seem to take the financial consequences of their CSR policies into account in their financial decisions.

The paper explores the driving forces behind corporate cash holdings by analyzing past literature and extending this research to the behavior of firms after the 2008 recession. I look at the cash to assets and net debt to assets ratios from October 1980 to October 2011 to obtain an understanding of the past and current state of cash holdings. A comprehensive literature review is done on agency costs and transactional motives to give the reader an overview of the costs and benefits of holding cash. This provides the foundation for the precautionary motives for companies today to keep cash as a risk management tool.

Submitted by Arthur Moretao (arthurmoretao@gmail.com) on 2018-02-27T17:27:37Z No. of bitstreams: 1 CSR_Cash_Holding_ArthurM_2018.pdf: 1166353 bytes, checksum: 260a2cf637033d83c6bccb212338ebfc (MD5) / Rejected by Thais Oliveira (thais.oliveira@fgv.br), reason: Prezado Arthur, boa tarde. Para que possamos aprovar seu trabalho, será necessário que faça as alterações abaixo: - No Resumo e Abstract, centralizar os títulos, e manter somente o texto dos resumos (retirar nome, título do trabalho, etc); - Centralizar todos os títulos, lista de tabelas, figuras, sumário. Por gentileza, alterar e submeter novamente. Qualquer dúvida, entre em contato. Obrigada. Thais Oliveira mestradoprofissional@fgv.br 3799-7764 on 2018-02-27T19:24:09Z (GMT) / Submitted by Arthur Moretao (arthurmoretao@gmail.com) on 2018-02-27T19:54:43Z No. of bitstreams: 1 CSR_Cash_Holding_ArthurM_2018.pdf: 1164819 bytes, checksum: 549d3b27f6cfd98229dc7e3f848e5af1 (MD5) / Approved for entry into archive by Thais Oliveira (thais.oliveira@fgv.br) on 2018-02-27T19:56:46Z (GMT) No. of bitstreams: 1 CSR_Cash_Holding_ArthurM_2018.pdf: 1164819 bytes, checksum: 549d3b27f6cfd98229dc7e3f848e5af1 (MD5) / Made available in DSpace on 2018-02-27T21:25:14Z (GMT). No. of bitstreams: 1 CSR_Cash_Holding_ArthurM_2018.pdf: 1164819 bytes, checksum: 549d3b27f6cfd98229dc7e3f848e5af1 (MD5) Previous issue date: 2018-02-07 / This work examines the effect of corporate social responsibility (CSR) performance on: (i) the value of cash holdings (value model) and (ii) how CSR affects the level of cash holdings in Brazilian companies (cash determinant model). The value model results indicated that investors assign a higher value to excess cash held by high-CSR-performance Brazilian firms, but only when they are subject to a stricter shareholder-protection environment (e.g., cross-listed in the United States). This result is in line with the view that managers should use CSR policies to help mitigate conflicts with stakeholders and the firm in a way that is consistent with shareholders’ interests. The weak institutional environment in Brazil would support the opposite result, albeit the positive relation did not hold true when controlled for corporate governance performance, nor for different specifications of cash holdings. The estimation results for the cash holdings determinants model indicated that CSR performance is positively related to corporate governance, supporting a complementary function of the concepts, as well as the negative relation with idiosyncratic risk indicated reduced risk. The positive relation of CSR performance and systematic risk contrasted with the expected reduced sensitivity to market shocks. CSR performance also had a positive direct effect as well as a negative indirect effect via corporate governance on the level of cash, both statistically significant. / Esse trabalho examina os efeitos da performance de Responsabilidade Social Empresarial (RSE) sobre: i) o valor do caixa (modelo de valor) e; ii) como determinante do nível de caixa mantido pelas empresas brasileiras (modelo de determinantes de caixa). Os resultados da estimação do modelo de valor indicam que os investidores atribuem um maior valor para o caixa mantido por empresas brasileiras com alta performance de RSE mas apenas quando essas estão submetidas a um ambiente de proteção ao acionista mais restritivo (e.g., listadas nos Estados Unidos). Esse resultado está em linha com a visão de gestores devem se utilizar das políticas de RSE para ajudar a mitigar conflitos entre os stakeholders e a firma de forma alinhada aos interesses dos acionistas. O fraco ambiente institucional do Brasil suportaria o contrário, entretanto a relação positiva não permanece verdadeira quando controlado pelo nível de governança corporativa, nem por diferentes especificações de caixa. Os resultados do modelo de determinantes de caixa indicam uma relação positiva entre performance de RSE e governança corporativa, suportando a função de complementar dos conceitos, assim como uma relação negativa com o risco idiossincrático indicando reduzido risco. A relação positiva entre a performance de RSE e o risco sistemático contrasta com a esperada redução à sensibilidade a choques do mercado. A performance de RSE também apresentou um efeito direto positivo no nível de caixa assim como um efeito negativo através do seu impacto indireto pela governança corporativa, ambos estatisticamente significativos.