Mark T. Leary

The Pecking Order, Debt Capacity, and Information Asymmetry

We quantify the empirical relevance of the pecking order hypothesis using a novel empirical model and testing strategy that addresses statistical power concerns with previous tests. While the classificatory ability of the pecking order varies significantly depending on whether one interprets the hypothesis in a strict or liberal (e.g., “modified” pecking order) manner, the pecking order is never able to accurately classify more than half of the observed financing decisions. However, when we expand the model to incorporate factors typically attributed to alternative theories, the predictive accuracy of the model increases dramatically — accurately classifying over 80% of the observed debt and equity issuances. Finally, we show that, empirically, pecking order behavior is driven more by incentive conflicts, as opposed to information asymmetry.

A Century of Capital Structure: The Leveraging of Corporate America

Unregulated US corporations dramatically increased their debt usage over the past century. Aggregate leverage — low and stable before 1945 — more than tripled between 1945 and 1970 from 11% to 35%, eventually reaching 47% by the early 1990s. The median firm in 1946 had no debt, but by 1970 had a leverage ratio of 31%. This increase occurred in all unregulated industries and affected firms of all sizes. Changing firm characteristics are unable to account for this increase. Rather, changes in government borrowing, macroeconomic uncertainty, and financial sector development play a more prominent role. Despite this increase among unregulated firms, a combination of stable debt usage among regulated firms and a decrease in the fraction of aggregate assets held by regulated firms over this period resulted in a relatively stable economy-wide leverage ratio during the 20th century.

Do Investors Value Dividend Smoothing Stocks Differently

It is widely documented that managers strive to maintain smooth dividends. Yet, it is not clear if this behavior reflects investors’ preferences. In this paper, we study whether investors indeed value dividend smoothing stocks differently by exploring the implications of dividend smoothing for firms’ investor clientele, stock prices and cost of capital. We find that retail investors are less likely to hold dividend smoothing stocks, while institutional investors, and especially mutual funds, are more likely. However, this preference does not result in any detectable relation between the smoothness of a firm’s dividends and the expected return, or market value, of its stock. Together, the evidence suggests that firms adjust the supply of smoothed dividends to match investors’ demand. Dividend smoothing affects the composition of a firm’s shareholders but has little impact on its stock price.

CEO Power and Board Dynamics

We examine CEO-board dynamics using a new panel dataset that spans 1920 to 2011. The long sample allows us to perform within-firm and within-CEO tests over a long horizon, many for the first time in the governance literature. Consistent with theories of bargaining or dynamic contracting, we find board independence increases at CEO turnover and falls with CEO tenure, with the decline stronger following superior performance. CEOs are also more likely to be appointed board chair as tenure increases, and we find evidence consistent with a substitution between board independence and chair duality. Other results suggest that these classes of models fail to capture important elements of board dynamics. First, the magnitude of the CEO tenure effect is economically small, much smaller for example than the strong persistence in board structure that we document. Second, when external CEOs are hired, board independence falls and subsequently increases. Third, event studies document a positive market reaction when powerful CEOs die in office, consistent with powerful CEOs becoming entrenched.We use a new panel dataset to examine corporate governance from 1918 to 2011 in the context of a bargaining model between the CEO and board of directors. Substantial director turnover occurs when a new CEO is hired but, despite this turnover, board structure is persistent. The changes in board structure that do occur are consistent with economic theory: (i) In the year that a new CEO is hired, board independence increases significantly, consistent with new CEOs having less bargaining power initially; (ii) As the CEO’s tenure (and bargaining power) increases, an additional year on the job is associated with a significant decline in board independence, an increase in the probability that the CEO holds the board chairman title, and an increase in compensation; (iii) The tenure-board independence relation is weaker when there is more uncertainty about the CEO’s ability and after events that reduce CEO power, such as targeting by activist investors; (iv) Powerful CEOs are less likely to be replaced conditional on poor firm performance; (v) Finally, event studies document a positive market reaction when powerful CEOs die in office, in contrast to no market reaction to typical CEO deaths, consistent with powerful CEOs becoming entrenched. * We appreciate comments from Ofer Eldar, Byoung-Hyoun Hwang, Andrew Karolyi, Peter Limbach, Roni Michaely and seminar and conference participants at Binghamton University, Cornell University, Duke University, IDC Summer Finance Conference, Tuck, Rome Junior Finance Conference (EIEF), University of Kentucky, University of Rochester, USC, University of Utah, Vanderbilt University, Washington University in St. Louis, and the WSJ CEO Forum, excellent research assistance from Penghao Chen, Hyungjin Choi, David Hong, Dawoon Kim, Jason Lee, Boyao Li, Song Ma, Youngjun Song, Curtis Wang, Daniel Woo, Hyun Gu Yeo, Gang Zhang, and data support from the librarians at Cornell, Duke, Harvard, and MIT. We thank William Goetzmann for sharing data on historical stock prices and Charlie Hadlock, Jesus Salas, and Timothy Quigley for sharing data on CEO deaths. † Fuqua School of Business, Duke University, and NBER; Email; john.graham@duke.edu; Phone: (919) 660-7857. ‡ Johnson Graduate School of Management, Cornell University; Email: hk722@cornell.edu; Phone: (607) 255-8335. § Olin School of Business, Washington University in St. Louis, and NBER; Email: leary@wustl.edu; Phone: (314) 935-6394.

Analyst Coverage Networks and Corporate Financial Policies

This paper shows that sell-side analysts play an important role in propagating corporate financial policy choices, such as leverage and equity issuance decisions across firms. Using exogenous characteristics of analyst network peers as well as the “friends-of-friends” approach from the network effects literature to identify peer effects, we find that exogenous changes to financial policies of firms covered by an analyst leads other firms covered by the same analyst to implement similar policy choices. We find that a one standard deviation increase in peer firm average leverage is associated with a 0.35 standard deviation increase in a firms leverage, and a one standard deviation increase in the frequency of peers’ equity issuance leads to a 29.6% increase in the likelihood of issuing equity. We show evidence that these analyst network peer effects are distinct from industry peer effects and are more pronounced among peers connected by analysts that are more experienced and from more influential brokerage houses.