James A. Millar

Institutional ownership and firm performance: The case of bidder returns

Abstract We employ corporate takeover decisions to investigate the impact of institutional ownership on corporate performance. The OLS regressions of bidder gains on institutional ownership indicate a positive relation between the two. However, we find institutional ownership to be significantly determined by firm size, insider ownership and the firms presence in the S&P 500 index. Thus, when bidder gains are regressed on the predicted values of institutional ownership in two-stage regressions, the recursive estimates do not confirm the relationship shown by the OLS regressions. Furthermore, we do not find any evidence that active institutional investors (e.g., CalPERS) as a group enhance efficiency in the market for corporate control. These findings cast doubt on the superior selection/monitoring abilities of institutional investors.

An Analysis of the Effect of Management Participation in Director Selection on the Long-Term Performance of the Firm

Abstract A major criticism of corporate boards of directors is the absence of objectivity in appraising and monitoring management [The Business Lawyer, 48 (1992) 59–77]. Recently, Shivdasani and Yermack [Journal of Finance LIV (5) (1999) 1829] find that CEO involvement in board selection is associated with a greater proportion of gray and a lower proportion of outside director appointments. The question addressed here is whether corporate performance, as measured by Tobins q , is affected by management influence in the board nominating process. Agrawal and Knoeber [Journal of Financial and Quantitative Analysis, 31 (3) (1996) 377] find interdependence among seven mechanisms to control agency problems between managers and stockholders. Their finding suggests that cross-sectional OLS regressions of firm performance on a single mechanism may be misleading and that interpretation of multiple regression methods is weakened by multicollinearity. In this study, a principal component analysis (PCA) is employed to mitigate such problems. An index of management involvement in director nomination is constructed for a sample of 106 firms from 1989 to 1992 via a PCA method utilizing selected governance mechanisms within the nominating process. We find a positive relationship between management participation in the director selection process and corporate performance.

The relation between CEO control and the risk of CEO compensation

Abstract Optimal ownership structure is an important issue in corporate governance debates. This study uses piece-wise regression analysis to examine the impact of ownership structure on the risk of CEO compensation. We show that when the CEO and the board of directors control low levels of voting stock (i.e., below 13% of total shares) increases in ownership are positively related to CEO compensation risk. For ownership levels above 13% but below 22%, increases in ownership are negatively related to CEO compensation risk. This evidence provides a partial explanation for the non-monotonic relationship between Tobins Q and management ownership observed by Morck et al. (1988) [Morck, R., Shleifer, A., Vishny, R., 1988. Management ownership and market valuation: an empirical analysis, Journal of Financial Economics 20 (1988) 293–316.].

Institutional investors, antitakeover defenses and success of hostile takeover bids☆

Abstract In this study we investigate the question of whether institutional investors enhance or reduce efficiency in the market for corporate control. In particular, given unequivocal evidence that target stockholders gain in successful takeover bids, we investigate the impact of institutional ownership in target firms on the adoption of the type of antitakeover defense as well as the outcome of takeover bids. We find that target firms are more likely to adopt value-reducing antitakeover defenses and successfully thwart takeover bids when a higher percentage of target common stock is owned by ‘pressure-indeterminate’ investors (investment counsel firms in particular). On the other hand, the probability of a successful takeover rises with the ownership of both ‘pressure-sensitive’ and ‘pressure-resistant’ investors. The above findings support the view that institutional investors do not play a homogeneous role in the market for corporate control.

Trading volume, management solicitation, and shareholder voting

Abstract In an investigation of possible relationships between shareholder voting turnout, trading volume after the record data, and the intervals between the record and meeting dates, we find that higher trading volume and more trading days between the record date and the receipt of proxy materials both reduce voting turnout. A longer interval between the receipt of proxy materials and the meeting increases turnout, as does greater solicitation expense. Our tests show that management mails proxies further in advance of the meeting when its proposals require a majority of shares outstanding, as opposed to votes cast, for approval.

The role of private sector organizations in the control and policing of serious financial crime and abuse

Purpose – While the “Information Age” has provided the technological tools to “democratize” data and make it widely available to a vast audience of knowledge consumers, ironically it has also provided the materials for a tapestry of rules, regulations and processes that make it more difficult for individuals to access information relevant to both their public and private lives. The purpose of this paper is to examine the role of the private sector in the control and policing of financial crime, and provide an empirical and theoretical framework for understanding the complex tensions created by the simultaneous expansion of both data sources and technologies to collect and format data to create marketable information “products.”Design/methodology/approach – Three primary methods were used to gather the data for this research. Extensive literature reviews were conducted together with an analysis of existing data bases. Finally, a number of interviews were done with various corporate managers to ascertain th...

Small and large firm regulatory costs: the case of the Sarbanes‐Oxley Act

Purpose – As a result of scandals concerning major financial crime in the early twenty‐first century, including accounting and auditing fraud and inappropriate behavior by directors on the boards of US corporations, Congress hurriedly enacted the Sarbanes‐Oxley Act (SOX) in 2002. SOXs major purpose was to restore investor confidence in Americas securities markets. Small firms argued that their cost of compliance was very heavy and that their burden was greater than for larger firms, especially the costs related to section 404 of the Act, which dealt with new requirements to obtain independent audit opinions. The authors found no empirical research that supports or denies these claims. Subsequently, in 2007, the Securities and Exchange Commission reduced the Acts new audit requirements for small companies. This paper aims to examine audit fees for large and small firms.Design/methodology/approach – The study examines actual audit fee data to investigate the increased costs paid by publicly traded compan...

The conundrum of legislating risk reduction through financial regulatory reform: The case of Dodd-Frank and FASB accounting changes

Purpose - The purpose of this paper is to examine the legislative process, in order to determine the likely effectiveness of financial reform efforts in the USA. Design/methodology/approach - Case study of the legislative process, particularly the less visible parts such as rule making, that shaped the passage and implementation of the Dodd-Frank Act and the failed Financial Accounting Standards Board (FASB) reform. Findings - It is found that the process of financial reform legislation is structured in such a way as to thwart major reform, at least in the short run. Practical implications - The passage of a particular piece of legislation may be the least important element in the process of reform. Rule making and the decisions as to how a law will be implemented, can advance or significantly defeat the quest for change. Social implications - Much of what occurs in the legislative process is invisible, or appears arcane, to the ordinary citizen but can have major impact on their lives. Originality/value - The paper provides a road map to understanding the least visible parts of financial reform efforts and suggests ways of achieving reform outcomes.

Fannie Mae and Freddie Mac: a case study in the politics of financial reform

Purpose – The desirability of financial reform to avoid another financial melt‐down is widely accepted, but the likelihood of reform is uncertain. The purpose of this paper is to present a case study of evolution and reform attempts at US mortgage giants Fannie Mae and Freddie Mac and provides an instructive model of the likely long‐term success of attempts to reform the financial system.Design/methodology/approach – A model of the legislative and regulatory change process is first developed, considering the range of influences that arise. The history of reform attempts for US government sponsored mortgage giants Fannie Mae and Freddie Mac are examined in the context of this model.Findings – The model predicts that reform will often be thwarted. US government sponsored mortgage giants Fannie Mae and Freddie Mac helped fuel the housing bubble and required a government bail‐out. Sentiment for reform was high, but what happened next was – nothing. Fannie Mae and Freddie Mac have a long history of successful ...

The effect of CEO control on compensation risk management through golden parachute adoption

Considers the factors affecting chief officers’ (CEOs’) compensation risk and control, develops hypotheses on the relationship between the two and tests them on data from a sample of Fortune 500/Fortune Service 500 companies from 1984 to 1989. Describes the characteristics of the sample and confirms that the relationship between compensation risk and CEO control (measured by board stock ownership/control) is piece‐wise linear. Shows that CEOs in larger firms are likely to have low control (under 8.25 per cent board stock holdings) and higher salaries; while those in the middle control range (8.25 per cent to 23.75 per cent) have the highest proportion of stock‐based compensation and golden parachutes; and those in the high control range have the lowest proportion of both stock‐based compensation and golden parachutes. Compares the results with other research findings and supports the ideas of Morck, Shleifer and Vishny (1988) that equity values decline in the middle range of control because of management entrenchment. Concludes that above a certain threshold of control CEOs can manage their compensation risk by including golden parachutes in their contracts even though this may cause negative returns for shareholders.