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Essays in corporate governance

The dissertation consists of three essays. The first essay finds that corporate giving is associated with CEO characteristics, but not with measures of firms most likely to benefit in terms of increased profitability. This result is robust to a natural experiment and holds even among firms that are most likely to benefit from corporate giving. Analysis of firm value shows that shareholders discount the equity value of cash for firms making large charitable contributions. To examine when corporate giving represents an agency problem, I focus on CEO preferences, stock price reactions to the initial disclosure of corporate giving where executives and directors have personal interests, corporate contributions to company-sponsored foundations where shareholders lose their claims to these often sizable assets, the relation between CEO compensation and corporate giving (presuming it is a perquisite), and strategic uses of corporate giving that build CEO social ties with the independent directors. My results indicate that CEOs advance their personal interests when firms contribute and suggest that the value reduction is due to managerial misuse of corporate resources. In the second essay, I use a 2009 Delaware case law as a natural experiment to examine the effect of officers fiduciary duties (OFDs) on corporate acquisition decisions. I find that acquirers whose officers were protected from market discipline prior to 2009 experienced increased announcement-period abnormal stock returns after the event, mainly because post-event acquisitions by these firms created more synergies and reduced officers control. I also find that OFDs are more important in firms where officers have wealth risk, face less product market competition or are insulated from the market for corporate control. These results suggest that OFDs are a critical corporate governance mechanism that works in tandem with other disciplinary mechanisms. In the third essay, I use natural disasters as potential shocks to firm-specific performance and find that the compensation of both CEOs and non-CEO top executives is asymmetrically adjusted for exogenous changes in firm-specific performance. The results are robust to the inclusion of several corporate governance measures, supporting the hypothesis that asymmetric pay-for-performance sensitivity is a result of implicit incentives.

Identiferoai:union.ndltd.org:VANDERBILT/oai:VANDERBILTETD:etd-07172013-192331
Date05 August 2013
CreatorsReza, Syed Walid
ContributorsAlexei V. Ovtchinnikov, Hans R. Stoll, William G. Christie, Richard H. Willis, Craig M. Lewis
PublisherVANDERBILT
Source SetsVanderbilt University Theses
LanguageEnglish
Detected LanguageEnglish
Typetext
Formatapplication/pdf
Sourcehttp://etd.library.vanderbilt.edu/available/etd-07172013-192331/
Rightsrestricted, I hereby certify that, if appropriate, I have obtained and attached hereto a written permission statement from the owner(s) of each third party copyrighted matter to be included in my thesis, dissertation, or project report, allowing distribution as specified below. I certify that the version I submitted is the same as that approved by my advisory committee. I hereby grant to Vanderbilt University or its agents the non-exclusive license to archive and make accessible, under the conditions specified below, my thesis, dissertation, or project report in whole or in part in all forms of media, now or hereafter known. I retain all other ownership rights to the copyright of the thesis, dissertation or project report. I also retain the right to use in future works (such as articles or books) all or part of this thesis, dissertation, or project report.

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