Craig E. Lefanowicz

Golden parachutes and managerial incentives in corporate acquisitions: evidence from the 1980s and 1990s

Abstract We investigate the extent to which managerial incentives, including golden parachute (GP) payments, have influenced target acquisition gains over the past two decades. We find that the use and scope of GP contracts expanded dramatically for a large sample of firms acquired from 1980 through 1995. To investigate the effect of managerial incentives on target acquisition gains, we estimate a regression of abnormal stock returns for acquisitions on variables including managerial incentives, the value of GP payments, and the interaction between GPs and management incentives. The regression results indicate that management incentives are positively associated with target acquisition returns and that GP payments serve to mitigate this influence. We do not, however, detect any direct association between the level of GP payments and target gains.

Majority and Minority Ownership of Publicly‐Traded Firms: A Test of the Value of Control Using Market Multiples

Publicly-traded companies that are controlled by other publicly-traded companies provide a unique setting in which to test whether the market values of majority and minority ownership interests are proportionate to their ownership percentages. Test results indicate that the value of subsidiary net assets and net income are greater to majority shareholders than to minority shareholders. However, comparison of asset and income valuation with a sample of diffusely-held firms indicates that this valuation asymmetry is not due to a wealth transfer from the minority to the majority owners but to a discounting of the portion of the subsidiary owned by the minority shareholders. Copyright Blackwell Publishers Ltd 1999.

Evidence of the Relation Between Accounting for Equity Investments and Equity Valuation

Income recognition events for equity investments reflect an investors ability to influence the activities of an investee and therefore the timing of income realization to the investor. Investor firms with passive equity investments recognize investment income when investee dividends are declared, whereas investors with nonpassive equity investments recognize investment income as investee income is earned. To determine whether market participants associate investor income realization with the income recognition events, investor and investee security return correlations are examined around investee dividend and earnings announcements. The correlations suggest an association between passive and nonpassive investor valuation and investee dividend and earnings announcements that corresponds to the accounting income recognition procedures for equity investments. Analysis of the relative timing of investor and investee announcements indicates that the results are not due to a naive fixation on accounting revenue recognition events. Rather, the results suggest differences in the substance of the investor-investee relation between passive and nonpassive investments. The results are robust to alternative specifications and controls for relative investment size and industry affiliation.