Thomas H. Noe

Where did all the dollars go? The effect of cash flows on capital and asset structure

This paper documents the short- and long-term balance sheet effect of cash flows. We show that cash savings in the short run and debt reduction in both the short and the long run account for a substantial fraction of cash flow use. Although, in the long run, investment exhibits substantial sensitivity to cash flows, investment does not absorb the entire cash flow shock. In fact, the tighter the financial constraints, the smaller the fraction of cash flow absorbed by investment and the more by leverage reduction. Firms stage their response to increases in cash flow, delaying investment while building up cash stocks and reducing leverage. These results suggest that much of the short-run economic effect of cash flow shocks to the corporate sector may be channeled into the corporate debt market rather than the capital goods market, especially when financing constraints tighten.

Insider trading and managerial incentives

We derive conditions under which permitting manager “insiders” to trade on personal account increases the equilibrium level of output and the welfare of shareholders. These increases are produced by two effects of insider trading. First, insider trading impounds information about hidden managerial actions into asset prices. This impounding of information allows shareholders to make better personal portfolio-allocation decisions. Second, allowing insider trading can induce managers to increase, on average, the correlation between their personal wealth and firm value beyond the level dictated by the employment relationship alone. This increased correlation increases managerial incentives. When these two effects are only weakly present, permitting insider trading harms shareholders, because insider trading reduces shareholder control over the performance–compensation relationship. In addition, when managerial effort incentives are high and corporate governance costs are low, managers may prefer insider-trading restrictions because such restrictions force shareholders to offer them a larger fraction of output through the employment relationship.

Renegotiation, investment horizons, and managerial discretion

In this article, the authors show that the evolution of managerial entrenchment can distort investment horizons. Both myopic and hypermetropic distortions can arise. The direction of these distortions is determined by the locus of control and their pervasiveness by the degree of management entrenchment. Myopic distortions occur when shareholders directly determine investment policy. Hypermetropic distortions occur when management sets investment policy. The inherent hypermetropic bias of managers is mitigated by front-loaded compensation packages and pension plans tied to short-run performance. These distortions in investment horizons may have implications for the allocation of corporate control. Copyright 1997 by University of Chicago Press.

Learning dynamics, genetic algorithms, and corporate takeovers

Abstract This paper simulates, via a genetic-learning algorithm, free-riding and coordination failure when shareholders are confronted with an unconditional tender-offer bid between the pre-takeover and post-takeover value of their firm. The outcomes produced by the simulations offer strong support for the hypothesis that coordination to tendering strategies permitting offer success is impaired by increasing the number of shareholders and the divisibility of shareholdings. Further, the outcomes of the simulations closely conform to the restrictions imposed by the Nash equilibrium hypothesis. When the number of shareholders and the disability of shareholdings are both small, the aggregate outcomes of the simulations converge to the aggregate outcomes produced by efficient Nash equilibria. Otherwise, the outcomes of the simulation more closely resemble the outcomes of inefficient Nash equilibria.

Regulatory distortion of management compensation: The case of golden parachutes for bank managers

This paper examines whether golden parachute adoptions in the banking industry during the eighties aligned the interests of CEOs with those of regulators and or shareholders. Our results provide evidence supporting concerns expressed by regulators: that boards of directors behaved opportunistically by adopting golden parachutes prior to large bank failures in order to exploit the FDIC guarantee. Parachute adoption was correlated with poor performance ex ante and ex post. Moreover, adoption of parachutes virtually ceased when the FDIC guarantee was withdrawn by FDICIA.

Dutch) Auction Share Repurchases

Optimal shareholder bidding strategies in a dutch auction share repurchase are derived when shareholder heterogeneity could be due to either differential expectations regarding the firms future earnings or differential tax bases. Predictions of the theory are tested by analyzing the actual tender premiums paid by firms completing dutch auction share repurchases. Copyright 1996 by The London School of Economics and Political Science.

Share Repurchase Mechanisms: A Comparative Analysis of Efficacy, Shareholder Wealth, and Corporate Control Effects

This paper compares the dutch auction and transferable put rights (TPRs) share repurchase mechanisms to the traditional fixed-price tender offer in terms of efficiency, wealth transfers, and corporate control. Using Monte Carlo simulations, it is shown that both alternative mechanisms reduce the deadweight losses from inefficient tendering by ensuring that shareholders with the lowest reservation prices are bought out first. The TPR mechanism is further distinguished because it provides greater wealth gains to nontendering and smaller gains to exiting shareholders. The dutch auction mechanism has an efficiency advantage over the TPR because it can be designed to eliminate the possibility of under-subscription and, furthermore, is also a more effective takeover deterrent.

Horses for Courses: Fund Managers and Organizational Structures

This paper considers the team management of mutual funds, fund manager ability, performance, and holdings. We find evidence suggesting there is a positive relation between performance and team management concurrent with a negative relation between managerial ability and the use of team management. Consistent with the notion that the team management suppresses portfolio eccentricity and leads to more generic trading strategies, thereby both increasing returns and making returns less informative of fund manager ability, we also find that team management is associated with less idiosyncratic portfolio holdings and a greater loading on large capitalization, low book-to-market, and momentum stocks.

Reputation and the Market for Distressed Firm Debt

Our analysis explains how vulture investors (vultures) can maintain and exploit their reputations for toughness. Vultures leverage their reputations to extract concessions from stockholders in debt restructurings. To profit from these concessions, vultures must first acquire debt from incumbent bondholders. Buying only the tranches most likely to render them marginal creditors maximizes vulture leverage in debt-purchase negotiations. Vulture profits are proportional to the degree of uncertainty regarding the identity of the marginal debt class.

Bond calls, credible commitment and equity dilution: A theoretical and clinical analysis of Simultaneous Tender and Call (STAC) offers

This paper investigates, from both a theoretical and clinical perspective, bond tender offers accompanied by a threat to call nontendered bonds, or so-called STACs. The theoretical analysis explains the use of STACs and derives conditions under which the call threats embedded in STACs are credible. These conditions relate to the degree of bondholder coordination, and the relative costs of adverse selection and suboptimal call policies. Next, three cases of actual STACs-James River, May Department Stores, and Houston Power and Light-are investigated. A rough correspondence between the evolution of these STACs and the different strategic equilibria of the model is established.