Quasi-Insider Shareholder Activism: Corporate Governance at the Periphery of Control
with Jonathan Cohn and Aazam Virani
-- Forthcoming, Review of Corporate Finance Studies
We analyze shareholder activism by ``quasi-insiders'' - founders, former executives, and other individuals tangentially connected to a firm. These individuals seek control in their campaigns, use aggressive tactics, and target smaller, poorly-performing firms. Their campaigns are associated with positive announcement returns. Former CEOs who engage in campaigns often left the target under negative circumstances and launch their campaigns soon after departure. Our results suggest that insiders at the periphery of control may intervene in firms too small for traditional activists to target.
Renewable Governance: Good for the Environment?
with Alexander Dyck, Karl Lins, Lukas Roth, and Hannes Wagner
-- Journal of Accounting Research, 2023, 61(1): 279-327
We conjecture that board renewal mechanisms—those substantive enough to renew the thinking of the board—are required before investors can address the mismatch between their preferences regarding environmental sustainability and what insiders at firms are actually doing. We identify the adoption of majority voting for directors and the introduction of a female director as two corporate governance mechanisms potentially strong enough to renew a board’s thinking on sustainability. Using a sample of 3,293 firms from 41 countries, along with quasi-exogenous shocks to board renewal mechanisms in Canada and France, we find that both board renewal mechanisms are associated with significantly higher future environmental performance. Further tests provide suggestive evidence that board renewal is more strongly associated with environmental performance in settings with better institutions and more motivated institutional investors. These results suggest the importance of board renewal for alignment of firm policies with investor preferences around the world.
Debt and Bargaining Outcomes: Evidence from U.S. Hospitals
-- Management Science, 2020, 66(5): 2083-2098
Using the healthcare industry as a novel laboratory, I study whether a firm's use of debt enhances its bargaining power during negotiations with non-financial stakeholders. I find that reimbursement rates negotiated between a hospital and insurers for two homogeneous procedures are higher when the hospital has more debt. This relation is stronger among hospitals with less bargaining power relative to insurers ex ante. I provide direct evidence that debt improves a firm's bargaining outcomes.
Quasi-Insider Shareholder Activism: Corporate Governance at the Periphery of Control
with Jonathan Cohn and Aazam Virani
-- Forthcoming, Review of Corporate Finance Studies
We analyze shareholder activism by ``quasi-insiders'' - founders, former executives, and other individuals tangentially connected to a firm. These individuals seek control in their campaigns, use aggressive tactics, and target smaller, poorly-performing firms. Their campaigns are associated with positive announcement returns. Former CEOs who engage in campaigns often left the target under negative circumstances and launch their campaigns soon after departure. Our results suggest that insiders at the periphery of control may intervene in firms too small for traditional activists to target.
Renewable Governance: Good for the Environment?
with Alexander Dyck, Karl Lins, Lukas Roth, and Hannes Wagner
-- Journal of Accounting Research, 2023, 61(1): 279-327
We conjecture that board renewal mechanisms—those substantive enough to renew the thinking of the board—are required before investors can address the mismatch between their preferences regarding environmental sustainability and what insiders at firms are actually doing. We identify the adoption of majority voting for directors and the introduction of a female director as two corporate governance mechanisms potentially strong enough to renew a board’s thinking on sustainability. Using a sample of 3,293 firms from 41 countries, along with quasi-exogenous shocks to board renewal mechanisms in Canada and France, we find that both board renewal mechanisms are associated with significantly higher future environmental performance. Further tests provide suggestive evidence that board renewal is more strongly associated with environmental performance in settings with better institutions and more motivated institutional investors. These results suggest the importance of board renewal for alignment of firm policies with investor preferences around the world.
Debt and Bargaining Outcomes: Evidence from U.S. Hospitals
-- Management Science, 2020, 66(5): 2083-2098
Using the healthcare industry as a novel laboratory, I study whether a firm's use of debt enhances its bargaining power during negotiations with non-financial stakeholders. I find that reimbursement rates negotiated between a hospital and insurers for two homogeneous procedures are higher when the hospital has more debt. This relation is stronger among hospitals with less bargaining power relative to insurers ex ante. I provide direct evidence that debt improves a firm's bargaining outcomes.