James F. Cotter

• Wake Forest University

Using voting data from the first year of “say on pay” votes under Dodd-Frank, we look at the patterns of shareholder voting in advisory votes on executive pay. Consistent with the more limited “say on pay” voting before Dodd-Frank, we find that shareholders in the first year under Dodd-Frank gave generally broad support to management pay packages....

"Say on pay" gives shareholders an advisory vote on a company's pay practices for its top executives. Beginning in 2011, Dodd-Frank mandated such votes at public companies. The first year of "say on pay" under the new legislation may have changed the dialogue and give-and-take in the shareholder-management relationship at some companies, particular...

The economy has greatly hindered merger-and-acquisition (M&A) deal makers over the past few years. But deals are still being made-especially when both parties are willing to be creative in structuring the deal. Then the lack of cash and credit can be overcome. The authors look at some of the innovative deal structures being used to overcome obstacl...

“Toeholds” are a merger-and-acquisition (M&A) strategy, where a company buys a limited number of shares in a target firm prior to initiating M&A discussions with the target firm. Toeholds can lower the risk and cost of an acquisition. But this strategy carries risks of its own. The authors examine potential positive and negative consequences of usi...

We analyze voting data from five proxy seasons (2003-2008) to identify the extent to which shareholders generally, and mutual funds in particular, vote in accordance with the voting recommendations of RiskMetrics’ ISS Corporate Governance Services. We look at voting by all shareholders and voting decisions by mutual funds on non-election and non-ro...

This manuscript investigates whether required and voluntary Form 8-K (Item 4.01) auditor realignment disclosures in 2004 and 2005 convey information content to investors in a post SOX era. Unlike prior research, our results indicate that internal control material weakness and non-reliance on management representation disclosures convey negative inf...

Although the owners of publicly traded companies have had the right to offer shareholder proposals using Rule 14a-8 for several decades, the effectiveness of the rule has been frequently questioned because few of these proposals received substantial support from other shareholders and even fewer have been implemented by boards. Using new data from...

A restaurant space has become available in Winston-Salem and an investment group is trying to decide whether or not to open a new restaurant in the space. The group has already decided that this will be an upscale restaurant, but they have not decided whether to open just for dinner or for both lunch and dinner. The case asks students to take the r...

Is your firm still using outdated capital budgeting techniques? They tend to be overly conservative in evaluating alternatives—and may reject a project that should have been accepted. Instead, the authors suggest a simulation method that will help you make better decisions. © 2003 Wiley Periodicals, Inc.

This paper examines the role buyout specialists play in structuring the debt used to finance the LBO and in monitoring management in the post-LBO firm. We find that when buyout specialists control the majority of the post-LBO equity, the LBO transaction is likely to be financed with less short-term and/or senior debt and less likely to experience f...

In the "Aircraft Carrier," the Securities and Exchange Commission (SEC) proposed changes in federal securities disclosure requirements in an attempt to enhance and facilitate the process of issuing new securities. Under the proposed regulatory regime, the registration process would be simplified so that many larger, more experienced issuers would b...

Traditional MBA curricula have been criticized for lacking integration across functional courses. Some schools have responded with expensive wholesale curriculum overhauls. Lower cost approaches may also be effective. The article describes an integrated case assignment between core Finance and Organizational Behavior (OB) classes, involving a merge...

In this paper we address underwriters' use of the over-allotment option (OAO) as a means of reducing the risks associated with a firm commitment underwriting. We argue that the OAO is an effective device for reducing the risk of adverse market changes in a firm commitment underwriting. We conduct an empirical analysis to test whether underwriters e...

This article examines firm-commitment initial public offerings, exploring the ways underwriters use and abuse the over-allotment option to affect legal price stabilization in after-market trading. After illustrating that underwriters always profit when they make full use of the over-allotment option, the authors suggest that the NASD reexamine the...

We examine the role of the target firm's independent outside directors during takeover attempts by tender offer. We find that when the target's board is independent, the initial tender offer premium, the bid premium revision, and the target shareholder gains over the entire tender offer period are higher, and that the presence of a poison pill and...

This study investigates the structure of the debt and equity financing for a sample of leveraged buyouts for the period 1984 to 1989. We find that as the average maturity of the debt increases, the likelihood of a subsequent default decreases. This suggests that choosing debt with longer maturities reduces the probability of loss of control. We als...

This paper attempts to model the probability that a home will be sold using macro‐economic variables. For the period from January 1970 to December 1990, a set of relevant macro‐economic variables is related to the unconditional probability that a homeowner will sell his home. The results indicate that, among other variables, affordability of housin...

We present empirical evidence on the relation between changes in managerial wealth and tender offer characteristics. Changes in managerial wealth resulting from a tender offer are negatively related to the likelihood of managerial resistance to a tender offer and positively related to the likelihood of tender offer success. We also document that th...