August 2023
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1 Citation
The Journal of Law and Economics
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August 2023
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1 Citation
The Journal of Law and Economics
January 2022
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2 Reads
SSRN Electronic Journal
May 2019
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47 Reads
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6 Citations
Journal of Financial and Quantitative Analysis
Intermediation in private equity involves illiquid investments, professional investors, and high information asymmetry. We use this unique setting to empirically evaluate theoretical predictions regarding intermediation. Placement agent usage has become nearly ubiquitous, but agents are associated with significantly lower abnormal returns within venture and real estate funds, consistent with investor capture and influence peddling. However, returns are higher for buyout funds employing a top-tier agent and for first-time real estate and venture funds employing an agent, and are less volatile for agent-affiliated funds, consistent with a certification role. Our results suggest heterogeneous motives for intermediation in the private equity industry.
January 2019
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39 Reads
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4 Citations
SSRN Electronic Journal
January 2018
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33 Reads
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2 Citations
SSRN Electronic Journal
April 2017
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156 Reads
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297 Citations
Journal of Financial Economics
This study evaluates the relation between hostile takeovers and 17 takeover laws from 1965 to 2014. Using a data set of largely exogenous legal changes, we find that certain takeover laws, such as poison pill and business combination laws, have no discernible impact on hostile activity, while others such as fair price laws have reduced hostile takeovers. We construct a Takeover Index from the laws and find that higher takeover protection is associated with lower firm value, consistent with entrenchment and agency costs. However, conditional on a bid, firms with more protection achieve higher premiums, consistent with increased bargaining power.
January 2017
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28 Reads
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16 Citations
SSRN Electronic Journal
In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial proportion of merger cases were not providing value, raised the bar, making it more difficult for plaintiffs to win a lawsuit challenging a merger and more difficult for plaintiffs' counsel to collect a fee award. We study what has happened in the courts in response to these changes. We find that the initial effect of the changes has been to decrease the volume of merger litigation, to increase the number of cases that are dismissed, and to reduce the size of attorneys' fee awards. At the same time, we document an adaptive response by the plaintiffs' bar. Merger cases are being filed in other state courts or in federal court, presumably in an effort to escape the application of the new Delaware rules. This responsive adaptation offers important lessons about the entrepreneurial nature of merger litigation and the limited ability of the courts to reduce the potential for litigation abuse. In particular, we find that plaintiffs' attorneys respond rationally to these changes by shifting their filing patterns, and that defendants respond in kind. We argue, however, that more expansive efforts to shut down merger litigation, such as through the use of fee-shifting bylaws, are premature and create too great a risk of foreclosing beneficial litigation. We also examine Delaware's dilemma in maintaining a balance between the rights of managers and shareholders in this area.
February 2016
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46 Reads
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6 Citations
University of Pennsylvania Law Review
This Article presents a case study of a corporate governance innovation: the incentive compensation arrangement for activist-nominated director candidates colloquially known as the "golden leash." Golden leash compensation arrangements are a potentially valuable tool for activist shareholders in election contests. In response to their use, a number of issuers adopted bylaw provisions banning incentive compensation arrangements. Investors, in turn, viewed director adoption of golden leash bylaws as problematic and successfully pressured issuers to repeal them. This study demonstrates how corporate governance provisions are developed and deployed, the sequential responses of issuers and investors, and the central role played by governance intermediaries-activist investors, institutional advisors, and corporate law firms. The golden leash also presents an opportunity to test the response of share prices to governance innovation. We conducted two cross-sectional event studies around key dates that affected the availability of the golden leash. Our core finding is that share prices of firms facing activist intervention reacted positively to events that make golden leashes more available and negatively to events that make golden leashes less available. Moreover, we found that this governance innovation did not affect every firm in an identical manner. Only the share prices of those firms most likely to be subject to activist attention experienced statistically significant share price reactions. Our research contributes to the debate over how corporate governance is made and its economic significance. Although we found that corporate governance provisions may be priced, at least in some circumstances, our study also suggests that corporate governance is a complex story involving the actions and reactions not merely of the firm and its shareholders but of a variety of intermediaries and interest groups that have agendas of their own.
January 2016
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3 Reads
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4 Citations
SSRN Electronic Journal
January 2015
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64 Reads
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3 Citations
SSRN Electronic Journal
Intermediation in private equity involves illiquid investments, professional investors, and high information asymmetry. We use this unique setting to empirically evaluate theoretical predictions regarding intermediation. Placement agent usage has become nearly ubiquitous, but agents are associated with significantly lower abnormal returns in the cross-section. However, returns are higher for funds employing a top-tier agent, and for first-time funds employing an agent. We also find evidence that agents may mitigate investment risk. Our results provide support for both the certification and influence peddling roles of intermediaries discussed in theoretical literature, suggesting heterogeneous motives for intermediation in the private equity industry.
... As the subject of criminal law relations, the State has the right to pass through law enforcement bodies to investigate criminal liability and apply criminal coercive measures to the subjects of a crime. On the basis of scientific arguments, the nature of the criminal liability of a commercial legal entity is also the state's condemnation of a criminal act committed by the commercial legal entity, reflecting the relationship between a state and a legal entity that has committed a crime through the state's right to declare dangerous acts committed by a commercial legal entity as a crime and has the right to apply criminal measures (including penalties and judicial measures) to that commercial legal entity in order to protect the legal order and to educate people to be aware of the law [9][10][11][12][13][14][15]. ...
January 2017
SSRN Electronic Journal
... These tightened nonprice contract terms signify that the economic effect of LGP on the effective cost of bank loans is likely even higher than that implied solely by the loan spread. Finally, we document that external corporate governance mechanisms, which enhance earnings quality (Velury and Jenkins 2006) and increase the threat of takeover (Cain, McKeon, and Solomon 2017), play a pivotal role in reducing the cost of bank loans. More importantly, these mechanisms also attenuate the positive influence of local gambling preferences on the cost of bank loans. ...
April 2017
Journal of Financial Economics
... Collectively, their results run counter to the notion that the court ruling bolstered managerial entrenchment. Lastly, Cain et al. (2014) report that a firm's probability of being acquired through hostile means increased following poison pill validation by law and state statues (although their results primarily capture the Moran v. Household decision and they did not consider subsequent Delaware rulings). In sum, there is no direct evidence to suggest that on the whole, poison pills entrench managers. ...
January 2014
SSRN Electronic Journal
... From a traditional finance perspective, corporate governance is related to corporate financing, whereby companies are seen as a governance mechanism for a set of contracts with providers of funds. Corporate governance deals with how capital providers or shareholders control managers and ensure that managers maximise their wealth (Cain et al. 2015). ...
February 2016
University of Pennsylvania Law Review
... Hotchkiss, Smith, and Strömberg (2012) find that buyout-sponsored companies are not more likely to default on their loans and are more likely to survive following bankruptcy, everything else being equal. Cain, Davidoff, and Macias (2012) provide evidence that some PE firms do suffer a reputational loss and incur higher contract termination costs when they fail to execute an agreed buyout contract. Our paper adds to this growing literature by studying publicly issued bonds and the effect of PE firms' reputational concerns on their portfolio companies after the IPO. ...
January 2012
SSRN Electronic Journal
... The second period runs from this decision until the beginning of the credit crunch in July 2007. We select this date as a cut-off because it marked a period of instability and uncertainty in the capital markets which resulted in an unusually high level of acquisition terminations (Cain et al. 2010). The third period covers the remainder of the sample. ...
Reference:
Delaware's Competitive Reach
... 1 Drawing on hand-collected data about investment bank valuation taken from firms' merger documents filed with the U.S. Securities and Exchange Commission (SEC), this paper investigates (1) whether the valuation information disclosed in merger filings has implications for asset returns and mechanisms driving returns and (2) whether and how the financial market incorporates this information when it is publicly disclosed. Answers to these questions offer a new perspective on both corporate finance issues and asset pricing phenomena in the debate over the usefulness of investment bank valuation (e.g., DeAngelo 1990;Elson 1992;Cain and Denis 2013;Liu 2020), the argument over the informativeness of corporate filings (e.g., Brown and Tucker 2011;Cohen, Malloy, and Ng 2020), and the unsettling finding of a very weak relation between information arrival and stock price movement (see the reviews of Hirshleifer 2001; ...
Reference:
Neglected Peers in Merger Valuations
May 2012
The Journal of Law and Economics
... They also carry less severe penalties and are of diminishing importance (Thompson and Sale [2003], Thompson and Thomas [2004]). For example, nearly every acquisition in 2011 (95%) was accompanied by a state-filed lawsuit, the vast majority of which resulted in only additional disclosure about the merger to shareholders and a payment of a relatively small fee to the plaintiffs' lawyers (Cain and Davidoff [2012], Davidoff, Fisch, and Griffth [2015]). ...
February 2012
SSRN Electronic Journal
... This period of analysis is preceded by the Fourth Merger Wave (1975-1989), known for its prominent hostile transactions and frequent bidder and target firm suits (Gilson and Black 2004), and followed by the Sixth merger wave (2003-2007) where cash financed transactions are very common (Alexandridis, Mavrovitis and Travlos 2011). The Sixth merger wave was followed by the post-2008 global financial crisis period where we see a rising percentage of M&A deals facing lawsuits and multi-jurisdictional litigation (Daines and Koumrian 2012; Cain and Davidoff 2012). Using a much more reliable dataset, our study provides a clear baseline for comparison with other periods of M&A activity. ...
Reference:
Jurisdictional Effects in M&A Litigation
January 2013
SSRN Electronic Journal
... Fiduciary duty liability rules would rely on judges to adjudicate claims against directors and officers of systemic firms. The most expert judges in corporate law matters in the USA are widely thought to be those constituting the bench of Delaware's Court of Chancery (Kahan 2006;Cain & Davidoff 2012). 68 But does Delaware-or any other state-have any incentive to introduce liability of this kind? ...
Reference:
Systemic Harms and Shareholder Value
January 2010
Journal of Empirical Legal Studies