William W. Bratton, The Separation of Corporate Law and Social Welfare (2017)

It is often said today that, as a matter of economics, shareholder value enhancement proxies as social welfare enhancement. But my essay shows the association to be false. It is also said that shareholding has been democratized, aligning the shareholder interest with that of society as a whole. But this proposition also is false. Although more people have interests in shares, the shareholder interest retains substantially the same upper bracket profile that characterized it at the end of World War II.

Corporate law, thus separated from social welfare, today provides a framework well-suited to attainment of shareholder objectives, which in fact have been realized for the most part. If the practice continues to evolve in this mode, the field of corporate law can be expected to fall away from public policy margin and evolve as a narrow private law domain.

via Columbia Law School

Suresh Nallareddy, Robert Pozen & Shivaram Rajgopal, Consequences of Mandatory Quarterly Reporting: The U.K. Experience (2017)

… We exploit the start of mandatory quarterly reporting by the Financial Conduct Authority (FCA) in 2007 and the end of the requirement in 2014 in the United Kingdom to examine corporate and capital market behavior. After imposition of mandatory quarterly reporting in 2007, we find (i) a dramatic decline in the number of companies that issue reports with quantitative information (defined as including both sales and earnings numbers for the quarter); (ii) a substantial increase in companies announcing managerial guidance for the upcoming year’s earnings or sales; and (iii) an increase in analyst following for all sample companies. However, using a difference-in-differences analysis, we find that the imposition of mandatory quarterly reporting has virtually no impact on firms’ investment decisions. Companies that voluntarily moved back from quarterly to semi-annual reporting after 2014 have experienced a reduction in analyst coverage, but no detectable increases in their levels of corporate investments.

via Oxford

The free dividend fallacy could be costing you

  • The free dividend fallacy could be costing you

We show that many individual investors, mutual funds and institutions trade as if dividends and capital gains are separate disconnected attributes, not fully appreciating that dividends come at the expense of price decreases. Behavioral trading patterns (e.g. the disposition eect) are driven by price changes excluding dividends. Investors treat dividends as a separate stable income stream, holding high dividend-yield stocks longer and displaying less sensitivity to their price changes. Demand for dividends is systematically higher in periods of low interest rates and poor market performance, leading to high valuations and lower future returns for dividend-paying stocks. Investors rarely reinvest dividends into the stocks from which they came, instead purchasing other stocks. This creates predictable marketwide price increases on days of large aggregate dividend payouts, concentrated in stocks not paying dividends.

Matthew D. Cain et al., The Shifting Tides of Merger Litigation (2017)

In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial proportion of merger cases were not providing value, raised the bar, making it more difficult for plaintiffs to win a lawsuit challenging a merger and more difficult for plaintiffs’ counsel to collect a fee award.

We study what has happened in the courts in response to these changes. We find that the initial effect of the changes has been to decrease the volume of merger litigation, to increase the number of cases that are dismissed, and to reduce the size of attorneys’ fee awards. At the same time, we document an adaptive response by the plaintiffs’ bar in which cases are being filed in other state courts or in federal court in an effort to escape the application of the new rules.

This responsive adaptation offers important lessons about the entrepreneurial nature of merger litigation and the limited ability of the courts to reduce the potential for litigation abuse. In particular, we find that plaintiffs’ attorneys respond rationally to these changes by shifting their filing patterns, and that defendants respond in kind. We argue, however, that more expansive efforts to shut down merger litigation, such as through the use of fee-shifting bylaws, are premature and create too great a risk of foreclosing beneficial litigation. We also examine Delaware’s dilemma in maintaining a balance between the rights of managers and shareholders in this area.

Allen Ferrell, Hao Liang & Luc Renneboog, Socially Responsible Firms (2017)

In the corporate finance tradition, starting with Berle and Means (1932), corporations should generally be run to maximize shareholder value. The agency view of corporate social responsibility (CSR) considers CSR an agency problem and a waste of corporate resources. Given our identification strategy by means of an instrumental variable approach, we find that well-governed firms that suffer less from agency concerns (less cash abundance, positive pay-for-performance, small control wedge, strong minority protection) engage more in CSR. We also find that a positive relation exists between CSR and value and that CSR attenuates the negative relation between managerial entrenchment and value.

via Oxford

Appraising the ‘Merger Price’ Appraisal Rule

This paper develops an analytic framework combining agency costs, auction design and shareholder voting to study how best to measure “fair value” for dissident shareholders in a post-merger appraisal proceeding. Our inquiry spotlights an approach recently embraced by some courts that benchmarks fair value against the merger price itself, at least in certain situations. As a general matter, the “Merger Price” (MP) rule tends to depress both acquisition prices and target shareholders’ expected welfare relative to both the optimal appraisal policy and several other plausible alternatives. In fact, we demonstrate that the MP rule is strategically equivalent to nullifying appraisal rights altogether. Although the MP rule may be warranted in certain circumstances, our analysis suggests that such conditions are unlikely to be widespread and, consequently, the rule should be employed with caution. Our framework also helps explain why a healthy majority of litigated appraisal cases using conventional fair-value measures result in valuation assessments exceeding the deal price—an equilibrium phenomenon that is an artifact of rational, strategic behavior (and not necessarily an institutional deficiency, as some assert). Finally, our analysis facilitates better understanding of the strategic and efficiency implications of recent reforms allowing “medium-form” mergers, as well as an assortment of (colorfully named) appraisal-related practices, such as blow provisions, drag-alongs, and “naked no-vote” fees.

via Harvard

Lawrence Glosten, Suresh Nallareddy & Yuan Zou, ETF Trading and Informational Efficiency of Underlying Securities

Using a large cross-section of ETF holdings data from January 2004 to December 2013, we document that an increase in ETF trading is accompanied by an increase in price informational efficiency of the underlying stocks, as reflected in the increase in the relation between stock returns and earnings news. The effect of ETF trading on information efficiency should be conditional on the information environment and the degree of capital market competition. Consistent with expectations, when we conduct the information efficiency tests within different segments of the market, we find significant and improved informational efficiency among small firms (firms with market capitalization below the NYSE 50th percentile), stocks with low analyst following (firms with analyst following below the 75th percentile), and stocks with imperfectly competitive equity markets (number of shareholders below the 75th percentile). In contrast, we are unable to document such improvement for big firms, stocks with high analyst following, and for stocks with perfectly competitive equity markets.