Paul Borochin

Alternative Corporate Governance: Domestic Media Coverage of Mergers and Acquisitions in China

A text analysis of domestic Chinese newspaper articles covering 797 proposed domestic mergers shows that the media in developing countries is susceptible to pressure: coverage is more favorable for deals consistent with government objectives and involving powerful local firms. However, we also find that coverage can affect the outcome of proposed M&A deals in non-stateowned firms. We identify this effect using an exogenous shock to market-driven governance from the Split-Share Structure Reform of 2007. Negotiation coverage predicts long-term performance, consistent with information dissemination. Despite biased coverage, domestic media in developing countries can function as an alternative channel for corporate governance.

Identifying and Pricing Adverse Selection Risk with VPIN

We perform the first large-sample estimation of the Volume Synchronized Probability of Informed Trading (VPIN) measure on the NYSE TAQ universe, enabling us to test the validity of VPIN with high statistical power and to do traditional asset pricing tests of informed trading. Informed trading measured by VPIN is priced, and is not explained by firm characteristics such as volume, volatility, or liquidity, supporting the validity of the measure. Additionally, we create a novel signed version of VPIN to identify the direction of informed trades. A portfolio long low-VPIN stocks and short high-VPIN ones delivers a monthly five-factor alpha of .18%, which rises to .29% when using signed VPIN. A trading strategy following this signed VPIN factor delivers an annualized five-factor BHAR of 11.45%. We further document a reversal in stock performance in portfolio sorts on signed VPIN, the incorporation of which into a trading strategy improves performance to an annualized BHAR of 17.34%.

The Role of the Chief Legal Officer in Corporate Governance

The CLO shapes and enforces corporate governance, but is faced with a dual-role paradox that requires her to act as both monitor of corporate governance and executive of the firm. We study the role of the CLO under environments that are most likely to impact governance and pressure the firm to either emphasize or marginalize the CLOs role as monitor or facilitator. Using the financial shock of a securities class action lawsuit on large corporations, we measure changes in CLO value through the metrics of total and relative compensation of the CLO and other C-suite members. After controlling for relevant variables such as growth and total assets, we find that when firms have more insiders on their board of directors, the CLOs compensation declines when the preceding years Tobins Q is high. CLO compensation increases under conditions of high opacity, but that compensation partially erodes in high Tobins Q environments. We also find that a lawsuit increases CFO and CEO turnover but not the CLOs. Our results have implications for corporate governance, the dual and potentially conflicting role of CLO as gatekeeper and monitor, executive compensation, and agency costs.

What Information Does Risk Neutral Skewness Contain? Evidence From Momentum Crashes

Positive option-implied risk-neutral skewness (RNS) predicts next-month abnormal underlying stock returns driven by upward rebounds of previously undervalued stocks. The RNS anomaly is strongest in periods of post-recession rebounds when momentum crashes occur. Furthermore, the momentum anomaly is strongest (weakest) in stocks with the most negative (positive) RNS. We generalize our findings to non-optionable stocks by constructing an RNS factor-mimicking portfolio, finding that a momentum strategy that avoids performance reversals has meaningfully superior performance. Our results hold after controlling for trading frictions, firm characteristics, and common risk factors.

The Effect of Institutional Ownership Types on Innovation and Competition

In corporate innovation, the type of institutional ownership matters. Using exogenous shocks from mergers of financial institutions, we identify two countervailing effects of common ownership on corporate innovation. Higher common ownership by focused, long-term dedicated institutional investors promotes innovation output and impact, as measured by number of patents and non-self citations. Meanwhile, higher common ownership by diversified, short-term transient investors discourages these. Moreover, the effects of common ownership by diversified, long-term quasi-indexing institutions on innovation vary with industry competitiveness. Evidence suggests that common ownership affects innovation through the channels of firm valuation and financing constraint. These results contribute to an ongoing debate on the effects of common institutional ownership on competition.We document two countervailing effects of ownership structure of firms by financial institutional owner type: higher within-firm ownership by focused, long-term financial institutions promotes innovation as measured by patent applications and R&D spending. However, more between-firm same-industry connections through ownership by the same institutions leads the connected firms to innovate less and more closely follow industry peers in setting corporate policies. These results contribute to an ongoing debate about the effects of common ownership on competition.

Target Information Asymmetry and Takeover Strategy: Insights from a New Perspective

We examine the relation between information asymmetry and firm value using M&A as the identification strategy. Due to the due diligence and intense scrutiny of the target firm around M&A announcements, acquisitions are significant shocks to a target’s information asymmetry. We find that M&A announcement-period wealth gains are significantly related to target’s information asymmetry, and that opaque firms are more likely to be targets, and less likely to experience deal withdrawals. Furthermore, we find that the party with high information asymmetry is in a weaker position when negotiating the deal. Finally, we document that target information asymmetry influences method of payment, and the likelihood of diversifying deals.

The Information Content of the Term Structure of Risk-Neutral Skewness

Abstract We seek to reconcile the debate about the price effect of risk-neutral skewness (RNS) on stocks. We document positive predictability from short-term skewness, consistent with informed-trading demand, and negative predictability from long-term skewness, consistent with skewness preference. A term spread on RNS captures different information from long- and short-term contracts, resulting in stronger predictability. The quintile portfolio with the lowest spread outperforms that with highest spread by 14.64% annually. The term structure of RNS predicts earnings surprises and price crashes. We extract the slope factor from RNS term structure, estimate its risk premium, and explore its relation with several macroeconomic variables.

Belief Heterogeneity in the Option Market and Return Predictability

Standard deviations of the volatility premium, of implied volatility innovations, and of the volatility term structure spread in equity options help explain the cross-section of one-month-ahead underlying stock returns. The explanatory power from standard deviations is robust to the levels of these three variables, volatility of volatility, firm characteristics, and common risk factor models. We find support for interpreting the standard deviations of these option-based measures as forward-looking proxies of heterogeneous beliefs. The negative relationship between our three measures and future underlying returns is consistent with the Miller (1977) overvaluation model which implies that divergence of investor opinions in the presence of short-sale constraints leads to lower expected returns.

The Effects of Institutional Investor Objectives on Firm Valuation and Governance

We find that ownership by different types of institutional investor has different implications for future firm misvaluation and governance characteristics. Dedicated institutional investors decrease future firm misvaluation relative to fundamentals, as well as the magnitude of this misvaluation. In contrast, transient institutional investors have the opposite effect. Using SEC Regulation FD as an exogenous shock to information dissemination, we find evidence consistent with dedicated institutions having an information advantage. The valuation effects are primarily driven by institutional portfolio concentration while the governance effects are driven by portfolio turnover. These results imply a more nuanced relationship between institutional ownership and firm value and corporate governance.

Put–Call Parity Violations Under Limited Arbitrage: A Case Study and a Simulation Tool for Detecting Financial Irregularity

We use simulated data to examine the ability of standard statistical tests to detect the presence of price pressure resulting from attempts to manipulate the stock options market. We find limited ability of difference tests to detect anomalous price pressure in cases where limits to arbitrage are absent or the degree of price pressure is low and when the anomalous price pressure occurs for a short period relative to the overall window analyzed. To help with pedagogical use of our method, we provide a detailed case study of Porsche’s takeover attempt of Volkswagen (VW). The case study helps students to devise classroom tools for detecting and taking timely actions against financial misconduct.