Working paper series / Johann-Wolfgang-Goethe-Universität Frankfurt am Main, Fachbereich Wirtschaftswissenschaften : Finance & Accounting
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32
We investigate the suggested substitutive relation between executive compensation and the disciplinary threat of takeover imposed by the market for corporate control. We complement other empirical studies on managerial compensation and corporate control mechanisms in three distinct ways. First, we concentrate on firms in the oil industry for which agency problems were especially severe in the 1980s. Due to the extensive generation of excess cash flow, product and factor market discipline was ineffective. Second, we obtain a unique data set drawn directly from proxy statements which accounts not only for salary and bonus but for the value of all stock-market based compensation held in the portfolio of a CEO. Our data set consists of 51 firms in the U.S. oil industry from 1977 to 1994. Third, we employ ex ante measures of the threat of takeover at the individual firm level which are superior to ex post measures like actual takeover occurrence or past incidence of takeovers in an industry. Results show that annual compensation and, to a much higher degree, stock-based managerial compensation increase after a firm becomes protected from a hostile takeover. However, clear-cut evidence that CEOs of protected firms receive higher compensation than those of firms considered susceptible to a takeover cannot be found.
30
We analyze incentives for loan officers in a model with hidden action, limited liability and truth-telling constraints under the assumption that the principal has private information from an automatic scoring system. First we show that the truth-telling problem reduces the bank’s expected profit whenever the loan officer cannot only conceal bad types, but can also falsely report bad types. Second, we investigate whether the bank should reveal her private information to the agent. We show that this depends on the percentage of good loans in the population and on the signal’s informativeness. Though we had to define different regions for different parameters, we concluded that it might often be favorable to not reveal the signal. This contradicts current practice.
28
This paper examines auditor liability rules under imperfect information, costly litigation and risk averse auditors. A negligence rule fails in such a setting, because in equilibrium auditors will deviate with positive probability from any given standard. It is shown that strict liability outperforms negligence with respect to risk allocation, and the probability that a desired level of care is met by the audi tor if competitive liability insurance markets exist. Furthermore, our model explains the existence of insurance contracts containing obligations - a type of contract often observed in liability insurance markets.
27
In a series of recent papers, Mark Roe and Lucian Bebchuk have developed further the concept of path dependence, combined it with concepts of evolution and used it to challenge the wide-spread view that the corporate governance systems of the major advanced economies are likely to converge towards the economically best system at a rapid pace. The present paper shares this skepticism, but adds several aspects which strengthen the point made by Roe and Bebchuk. The present paper argues that it is important for the topic under discussion to distinguish clearly between two arguments which can explain path dependence. One of them is based on the role of adjustment costs, and the other one uses concepts borrowed from evolutionary biology. Making this distinction is important because the two concepts of path dependence have different implications for the issue of rapid convergence to the best system. In addition, we introduce a formal concept of complementarity and demonstrate that national corporate governance systems are usefully regarded as – possibly consistent – systems of complementary elements. Complementarity is a reason for path dependence which supports the socio-biological argument. The dynamic properties of systems composed of complementary elements are such that a rapid convergence towards a universally best corporate governance systems is not likely to happen. We then proceed by showing for the case of corporate governance systems shaped by complementarity, that there even is the possibility of a convergence towards a common system which is economically inferior. And in the specific case of European integration, "inefficient convergence" of corporate governance systems is a possible future course of events. First version December 1998, this version March 2000.
24
Our article integrates the manager’s care in the literature on auditor’s liability. With unobservable efforts, we face a double moral hazard setting. It is well-known that efficient liability rules without punitive damages do not exist under these circumstances. However, we show that the problem can be solved through strict liability, contingent auditing fees, and fair insurance contracts. Neither punitive damages nor deductibles above the damages are required.
23
This paper provides a detailed empirical analysis of the call auction procedure on the German stock exchanges. The auction is conducted by the Makler whose position resembles that of a NYSE specialist. We use a dataset which contains information about all individual orders for a sample of stocks traded on the Frankfurt Stock Exchange (FSE). This sample allows us to calculate the cost of transacting in a call market and compare them to the costs of transacting in a continuous market. We find that transaction costs for small transactions in the call market are lower than the quoted spread in the order book of the continuous market whereas transaction costs for large transactions are higher than the spread in the continuous market.
We further address the question whether active participation of the Makler is advantageous. On the one hand he may accomodate order imbalances, increase the liquidity of the market and stabilize prices. On the other hand, the discretion in price setting gives him an incentive to manipulate prices. This may increase return volatility. Our dataset identifies the trades the Maklers make for their own accounts. We eliminate these trades and determine the price that would have obtained without their participation. Comparing this hypothetical price series to the actual transaction prices, we find that Makler participation tends to reduce return volatility. A further analysis shows that the actual prices are much closer to the surrounding prices of the continuous trading session than the hypothetical prices that would have obtained without Makler participation. These results indicate that the Maklers provide a valuable service to the market. We further calculate the profits associated with the positions taken by the Maklers and find that, on average, they do not earn profits on the positions they take. Their compensation is thus restricted to the commissions they receive.
22
It is the objective of this paper to determine the voting premium for French shares by comparing the values of voting and non-voting shares, and to analyze the value of the voting rights. The study uses data for 25 French companies which had both types of shares outstanding and traded on the stock exchange during the entire period from 1986 to 1996, or for some time during this interval. The average value of the voting premium is 51,35%.
The paper analyzes the reasons for this surprisingly high value by testing different hypotheses based on dividend differences, the revival) of the voting right, capitalization, shareholder structure, and the share of non-voting capital in total equity capital. The regressions show that the shareholder structure strongly influences the value of the voting premium.
A case study of the attempted takeover of Casino by Promodes shows that investors attach a much higher value to the voting right during relevant situations than at other tomes. Both companies involved had, at the time, two types of shares outstanding and listed. Furthermore the paper shows that non-voting shares have never played an important role in equity finance in France since the companies have different alternatives.
In an international cumparison, France is found to have the second highest voting premium, exceeded only by that of Italy. A probable reason is the low quality of the national accounting standards and the low level of minority shareholder protection.
21
Discretionary disclosure theory suggests that firms' incentives to provide proprietary versus nonproprietary information differ markedly. To test this conjecture, the paper investigates the incentives of German firms to voluntarily disclose business segment reports and cash flow statements in their annual financial reports. While the former is likely to reveal proprietary information to competitors, the latter is less proprietary in nature. Using these proxies for proprietary and non-proprietary disclosures, respectively, I find that the determinants or at least their relative magnitudes differ in a way consistent with the proprietary cost hypothesis. That is, cash flow statement disclosures appear to be governed primarily by capital-market considerations, whereas segment disclosures are more strongly associated with proxies for product-market and proprietary-cost considerations.
20
In international accounting literature there are various approaches to assess the quality of national accounting systems with respect to specific key functions, e.g. the intensity of capital market information. An empirical approach often used measures the quality of disclosure by ranking the national systems with the so-called "disclosure index" (e.g. Choi 1973, Barret 1975, Cooke 1992, Taylor/ Zarzeski 1996). Concentrating on disclosure regulation in contrast to accounting practices, Cooke/ Wallace 1990 construct an index which measures the "degree of financial regulation". They identify groups of countries which can be clearly classified in highly regulated, regulated and moderately regulated national accounting systems.
In our analysis, we want to enrich the idea of the degree of financial disclosure regulation to a concept for evaluating the degree of determination of financial measurement. Assuming that a high degree of determination of a national accounting system leads to more comparable accounts than a low degree, the index can be interpreted as a quality measure of national accounting systems according to the intensity of capital market information. The following hypothesis is to be proved: the degree of disclosure regulation equals the degree of measurement regulation in order to serve the information needs of the national capital markets.
Three groups of different degrees of determination for national accounting systems can be easily identified which are compared to the results of Cooke/ Wallace. For some of the national systems the above hypothesis seems to be appropriate whereas some opposing results can be shown. Possible explanations are presented which can be causally related to these diverging results. They are based on historical developments, the differentiation between rules for individual and group accounts, and on conditions where different degrees seem plausible.
17
Compliance with prevailing accounting standards is induced if the expected disadvantage due to sanctions imposed if non-compliance is detected outweighs the advantage of noncompliant accounting choices. The expected disadvantage materialises the threat potential of sanctions imposed by an enforcement agency. The capital market mechanism unfolds an important threat potential if companies expect an adverse share price reaction suite to enforcement actions. Enforcement agencies in turn can make use of this capital market related sanction by releasing information on defections to the market after the settlement of an investigation. The present contribution analyses the capital market reaction on accounting standards enforcement activities of the British Financial Reporting Review Panel (FRRP). After a brief introduction into the legal basis and working procedure of the Panel, the analysis of its activities will serve a dual purpose: firstly, the significance of capital market related sanctions for the overall enforcement regime will be elaborated upon. Secondly, the extent to which capital market related sanctions accomplish their function within the overall enforcement regime will be assessed empirically. The results of the empirical analysis suggest that the capital market related sanctioning by the FRRP may not unfold a sufficient threat potential which is a prerequisite for compliance enhancement.