Essays in corporate finance

Rachel E. Gordon

doi:10.17918/etd-6343

This dissertation consists of one chapter studying the information possessed by outside directors before mergers and two chapters related to firms and their advisor relationships. The three essays in my dissertation explore various areas of corporate finance. My first paper titled "Are they in the know? Assessing outside director private information in M&A" examines trades by acquirer outside directors to test whether these directors are informed about upcoming mergers and whether they trade on this information for personal gain. Empirical evidence provides strong support of these hypotheses. Opportunistic trading in pre-merger months by outside directors is associated with the likelihood of a merger announcement and these trades appear correlated with deal quality. Outside directors sell shares before less valuable deals and purchase shares before more value-enhancing ones, suggesting that outside directors use their private information in self-serving ways. This relationship appears to be concentrated in harder to value firms and intensifies when a greater number of outside directors on the board trade in the same direction. Furthermore, there is evidence that this behavior occurs in firms with high levels of CEO power signifying that underlying agency problems may exist for some of these firms. The second essay titled "Why hire your rival? The case of bank debt underwriting," with David Becher and Jennifer Juergens, explores the previously undocumented debt underwriting relationship for financial firms. These firms are unique in that they are the only firms both able and capable of underwriting their own securities issuances. We find, however, that publicly traded investment and commercial banks ("banks") hire a rival in nearly 30% of all their debt issuances from 1979-2014. Further, the use of rivals is not limited to small, low ranked, or commercial banks as large, high quality, or investment banks also tend to engage rivals. Traditional (bank expertise and information sharing) as well as bank-specific (capacity constraints and limited distribution networks) motivations help explain why banks hire a rival. Evidence also suggests that the decision to use a rival to underwrite debt offerings affects fees. Collectively, these results expand our understanding of banks' underwriter choice and show that despite the potential costs, banks pervasively hire their rivals. The last essay titled "Are firm-advisor relationships valuable? A long-term perspective," with David Becher and Jennifer Juergens, examines long-term firm-advisor relations using an extended history of debt, equity, and merger transactions. Hard-to-value firms are more likely to maintain dedicated advisor relations (underwriters or merger advisors). Firms that retain predominantly one advisor over their entire transaction history pay higher underwriting/advisory fees, have inferior deal terms, and have lower analyst coverage relative to those that employ many advisors. When we condition on a firm's information environment as a catalyst for longterm advisor retention, riskier firms obtain better terms when they utilize a variety of advisors, but informationally-opaque firms do not. Our results suggest that only some firms benefit from long-term advisor retention.

Essays in corporate finance

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Essays in corporate finance

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