Lukas Roth

Editor's choice: : Shareholder voting and corporate governance around the world

Using a sample of non-U.S. firms from 43 countries, we investigate whether laws and regulations as well as votes cast by U.S. institutional investors are consistent with an effective shareholder voting process. We find that laws and regulations allow for meaningful votes to be cast, as shareholder voting is both mandatory and binding for important elections. For votes cast, we find there is greater dissent voting when investors fear expropriation. Further, greater dissent voting is associated with higher director turnover and more M&A withdrawals. Our results suggest that shareholder voting is an effective mechanism for exercising governance around the world.

Uninvited U.S. Investors? Economic Consequences of Involuntary Cross-Listings

We study the economic consequences of a recent Securities and Exchange Commission securities regulation change that grants foreign firms trading on the U.S. over-the-counter (OTC) market an automatic exemption from the reporting requirements of the 1934 Securities Act. We document that the number of voluntary (sponsored) OTC cross-listings did not increase following the regulation change, suggesting that it did not achieve its intended purpose of increasing voluntary OTC cross-listings through a reduction in compliance costs. We do find that the design of the regulation allowed financial intermediaries to create an unprecedented number of involuntary (unsponsored) OTC ADRs: 1,700 unsponsored ADR programs for 920 firms were created for companies that had previously chosen not to cross-list in the United States. Our difference-in-differences analysis based on a matched sample approach documents that foreign firms forced into the U.S. capital markets experience a significant decrease in firm value, and we further show that the decrease in firm value is related to an increase in U.S. litigation risk. We also find that depositary banks’ propensity to involuntarily cross-list firms is positively related to banks’ expected fee revenue, and that banks chose firms that incur high costs when involuntarily cross-listed. Our results provide evidence that securities regulation can be exploited for private gain and result in costly unintended consequences.

Implementing Fischer Black's Simple Discounting Rule

Corporate managers typically estimate the value of capital projects by discounting the project’s expected future net cash flows at the cost of capital. The capital asset pricing model (CAPM) is generally used to estimate that cost. But, as anyone who has worked on the finance or business development staff of a public company can attest, there are major challenges in applying the CAPM, including largely unresolved questions about what constitutes the “market portfolio,” how to estimate market risk premiums, and how to estimate the betas of projects. In a short article published in Financial Management in 1988, Fischer Black proposed a valuation “discounting rule” that avoids all these problems - one that involves discounting a relatively certain (as opposed to an expected or average) level of operating cash flows at the risk-free rate. But Black’s article does not address the question of how to calculate these “certainty equivalent” or “conditional” cash flows. In this article, the authors propose a way of implementing Black’s rule that involves estimating the “conditional” cash flows in a three-step procedure: • Find a benchmark security that correlates with the project’s cash flows; • Estimate the percentiles of the distribution in which the benchmark return equals the risk-free rate over different investment horizons; • Use information from corporate managers to assess the cash flows that define the same percentiles in the cash flow distributions. As the authors point out, the virtue of Black’s rule is that it shifts the focus of the analyst away from the assessment of discount factors and puts it squarely on the more challenging, and arguably more relevant, problem of estimating the project’s cash flows.

Governance Transfer Through Directors’ Foreign Board Experiences

We study the transfer of governance across countries through overlapping boards. Companies converge to the governance characteristics and board practices of foreign firms through their directors’ foreign board experiences. Learning from foreign firms’ governance practices is as important as learning from connected domestic firms, and increases with the number of directors with foreign board appointments. This learning is stronger in firms domiciled in less-developed governance markets, suggesting a potential channel through which better governance practices are propagated. Our results are also obtained when we use an exogenous shock to board practices, are present in the time series, and don’t exist in in placebo samples.