Vikram K. Nanda

Board Expertise: Do Directors from Related Industries Help Bridge the Information Gap?

We investigate the importance of board expertise by analyzing the role of “directors from related industries�? (DRIs) on a firm’s board. DRIs are officers and/or directors of companies in the upstream (supplier) or downstream (customer) industries of the firm. About 40% of firm-years in our sample have at least one DRI. We propose and test information, market structure, and agency hypotheses about when DRIs are likely to add value. Consistent with the information hypothesis, DRIs are present when the information gap is more severe, such as in innovative firms/industries and in firms with less informative stock prices. Consistent with the market structure hypothesis, DRIs are also more likely in firms with larger market share and in more concentrated or vertically integrated industries. After correcting for endogeneity, DRIs have an economically significant impact on firm value and performance – especially when information problems are worse and boards have relatively greater power to monitor managers. Hence, a possible explanation for DRIs not being sought more widely is managerial resistance to monitoring by a better informed board. Finally, DRIs appear to enhance the ability of firms to handle negative industry shocks, suggesting that they narrow the information gap.

Allocation of Decision Rights and the Investment Strategy of Mutual Funds

The literature suggests that while decentralized decision making can allow for greater specialization in an organization, it heightens the cost of coordinating decisions. The mutual fund industry—in particular, sole- and team-managed balanced funds—provides an ideal setting to test the specialization versus coordination trade-off, as information on decision structures and fund actions is easily obtained. We show that sole-managed balanced funds, with centralized decision rights, exhibit significant market timing that requires reallocation across asset classes. However, consistent with coordination difficulties between managers specializing in particular asset classes, no market timing is evident in team-managed balanced funds. Team-managed funds exhibit greater returns from specialization, in the form of better security selection performance than sole-managed funds. These results hold cross-sectionally and for funds that switch management structures. The overall returns across different management structures are similar, indicating a market equilibrium. Investor flows reward market-timing performance for sole- but not team-managed funds.

Private Equity Fund Returns and Performance Persistence

Successful private equity managers have funds that are often oversubscribed and provide persistent abnormal returns. Why do not successful managers increase fund size or fees? We argue that managers want to attract high-quality entrepreneurs, while entrepreneurs want to match with high-ability managers. However, observing fund performance does not allow entrepreneurs to distinguish a manager’s ability from the quality of firms in the fund’s portfolio. As a consequence, a fund manager may devote unobserved effort to select firms, and keep fund size small to limit the cost of effort, hoping to manipulate entrepreneurs’ beliefs about his ability. JEL Classification: G24, G31

Taking Stock or Cashing In? Shareholder Style Preferences, Premiums and the Method of Payment

Article history: Received 3 June 2011 Received in revised form 10 March 2012 Accepted 20 March 2012 Available online 30 March 2012 We develop and test hypotheses on the impact of target shareholders investment style preferences on the method of payment and premiums in acquisitions. Stock offers (unlike cash offers) allow target shareholders to defer capital gains taxes. This deferral value, however, depends on target shareholders willingness to retain acquirer stock. The empirical findings support our hypotheses. Bid premiums in stock offers are negatively and jointly related to target shareholder tax liabilities and to variables proxying for target shareholder willingness to hold acquirer stock. Moreover, the difference between predicted cash and stock premiums due to these factors significantly explains the method of payment choice.

Do Institutions Prefer High Value Acquirers? An Analysis of Trading in Stock-Financed Acquisitions

If owners of target shares in a stock-for-stock merger perceive the acquirer as overvalued, they should sell their holdings more aggressively to profit before such overvaluation dissipates. We study institutional owners of targets and find that slightly more than half liquidate their shares in stock mergers, consistent with high institutional-share turnover rates found in the prior literature. However, share retention is higher when valuation measures suggest greater acquirer overvaluation, regardless of whether institutional owners generally prefer growth or value stock. Institutions that prefer large-cap, growth stock are most enthusiastic about bids from large, high-valuation acquirers, and substantially increase their stakes in such deals. JEL Classification: G34

Geographic Clustering of Corruption in the U.S.

We test the hypothesis that U.S. corporations headquartered in states with greater public corruption are also prone to more unethical behavior when operating abroad. We exploit passage of Foreign Corrupt Practices Act (FCPA) that curtailed bribery of foreign officials and find firms in corrupt states, especially those exporting to more corrupt countries, suffer greater performance decline following FCPA, suggesting larger loss from anticipated bribery restrictions. Controlling for industry, firms in corrupt states are more likely to be targets of FCPA enforcement actions. They are also more likely to have paid foreign bribes, as disclosed during pre-FCPA investigations.

Compensation Rigging by Powerful CEOs: A Reply and Cross-Sectional Evidence ∗

Wan (2013) argues that the statistical inferences in our Journal of Finance (2011) paper are not robust, as we do not prove that it is powerful CEOs that rig incentive contracts. Wan makes the theoretical claim that the rigging results are consistent with ex-post optimal re-contracting. However, optimal re-contracting cannot explain the loss in firm value from contract switching we show in the paper. Nor do we know of a theory that would predict that ex-post realignment could be tested using our contract switching term in the wage function, like Wan does. On the empirical front, Wans critique has at least three flaws. First, his standardized performance measures — different than ours — result in accounting returns being 14 percentage points higher than stock returns. Consequently, switching between measures, necessary for identification, is infrequent and outlier-based, not surprisingly delivering regression estimates different from ours. Second, he interprets selectively among insignificant coefficients to make his claims. Third, regardless of interpretation, basic mathematics casts doubt on the premise of his estimation strategy. Wan makes one valid point: our original work could have provided more extensive cross-sectional empirical support for our rigging claims. We take this opportunity to present new cross-sectional (between-firm) evidence and conclude even more strongly that powerful CEOs sway boards to load their incentive pay on more favorably performing measures.