Governance and Finance

Corporate governance today is about more than just making profits for shareholders. It now aims to balance the needs of all stakeholders-employees, investors, creditors, and business partners. Good governance helps companies run better, attract talent, gain customer trust, and lower financial costs. Conversely, poor governance can lead to scandals, job losses, and broken contracts.

The “Governance and Finance” research group studies how governance works in modern financial markets. One of the focuses is on how firms choose, motivate, and keep talented leaders, especially CEOs, since exemplary leadership is key to company success.

The group is also interested in investigating how changes in financial markets, like the rise of big shareholders, activist investors, or even creditors, affect company decisions. The goal is to understand how different players and institutions influence company behavior and what that means for the future of business.
 

Research Cluster
Financial Resilience and Regulation

Your contact

Dennis Hutschenreiter, PhD
Dennis Hutschenreiter, PhD
- Department Financial Markets
Send Message +49 345 7753-839

Refereed Publications

cover_journal-of-corporate-finance.jpg

Regulation and Information Costs of Sovereign Distress: Evidence from Corporate Lending Markets

Iftekhar Hasan Suk-Joong Kim Panagiotis Politsidis Eliza Wu

in: Journal of Corporate Finance, Vol. 82 (October), 2023

Abstract

We examine the effect of sovereign credit impairments on the pricing of syndicated loans following rating downgrades in the borrowing firms' countries of domicile. We find that the sovereign ceiling policies used by credit rating agencies create a disproportionately adverse impact on the bounded firms' borrowing costs relative to other domestic firms following their sovereign's rating downgrade. Rating-based regulatory frictions partially explain our results. On the supply-side, loans carry a higher spread when granted from low-capital banks, non-bank lenders, and banks with high market power. We further document an operating demand-side channel, contingent on borrowers' size, financial constraints, and global diversification. Our results can be attributed to the relative bargaining power between lenders and borrowers: relationship borrowers and non-bank dependent borrowers with alternative financing sources are much less affected.

read publication

cover_journal-of-banking-and-finance.jpg

A Test of the Modigliani-Miller theorem, Dividend Policy and Algorithmic Arbitrage in Experimental Asset Markets

Tibor Neugebauer Jason Shachat Wiebke Szymczak

in: Journal of Banking and Finance, Vol. 154 (September), 2023

Abstract

Modigliani and Miller showed the market value of the company is independent of its capital structure, and suggested that dividend policy makes no difference to this law of one price. We experimentally test the Modigliani-Miller theorem in a complete market with two simultaneously traded assets, employing two experimental treatment variations. The first variation involves the dividend stream. According to this variation the dividend payment order is either identical or independent. The second variation involves the market participation, or not, of an algorithmic arbitrageur. We find that Modigliani-Miller’s law of one price can be supported on average with or without an arbitrageur when dividends are identical. The law of one price breaks down when dividend payment order is independent unless there is arbitrageur participation.

read publication

Compensation Regulation in Banking: Executive Director Behavior and Bank Performance after the EU Bonus Cap

Stefano Colonnello Michael Koetter Konstantin Wagner

in: Journal of Accounting and Economics, Vol. 76 (1), 2023

Abstract

The regulation that caps executives’ variable compensation, as part of the Capital Requirements Directive IV of 2013, likely affected executive turnover, compensation design, and risk-taking in EU banking. The current study identifies significantly higher average turnover rates but also finds that they are driven by CEOs at poorly performing banks. Banks indemnified their executives by off-setting the bonus cap with higher fixed compensation. Although our evidence is only suggestive, we do not find any reduction in risk-taking at the bank level, one purported aim of the regulation.

read publication

cover_journal-of-banking-and-finance.jpg

Short-Selling Threats and Bank Risk-Taking: Evidence from the Financial Crisis

Dien Giau Bui Iftekhar Hasan Chih-Yung Lin Hong Thoa Nguyen

in: Journal of Banking and Finance, Vol. 150 (May), 2023

Abstract

The focus of this paper is whether the Securities and Exchange Commission's Regulation SHO strengthens or weakens the effect of short-selling threats on banks’ risk-taking. The evidence shows that pilot banks with looser constraints on short-selling increased their risk-taking during the financial crisis of 2007–2009. The reason is that short-selling threats improved the information environment and mitigated the agency problems of banks during the pilot program that led to greater risk-taking by pilot banks. Additionally, this effect is mainly driven by pilot banks with poor corporate governance, or high information asymmetry. Overall, our paper provides novel evidence that the disciplinary role of short-sellers had a positive effect on bank risk-taking during the financial crisis.

read publication

cover_journal-of-business-ethics.jpg

Institutions and Corporate Reputation: Evidence from Public Debt Markets

Xian Gu Iftekhar Hasan Haitian Lu

in: Journal of Business Ethics, Vol. 183 (1), 2023

Abstract

Using data from China’s public debt markets, we study the value of corporate reputation and how it interacts with legal and cultural forces to assure accountability. Exploring lawsuits that change corporate reputation, we find that firms involved in lawsuits experience a decrease in bond values and a tightening of borrowing terms. Using the heterogeneities in legal and social capital environments across Chinese provinces, we find the effects are more pronounced for private firms, firms headquartered in provinces with low legal protections, and firms headquartered in provinces with high social capital. The results show that lawsuits that allege misconduct are associated with reputational penalties and that such penalties serve as substitutes for legal protections and as complements to cultural forces to provide ex post accountability and motivate ex ante trust.

read publication

Working Papers

cover_DP_2024-03.jpg

Poison Bonds

Rex Wang Renjie Shuo Xia

in: IWH Discussion Papers, No. 3, 2024

Abstract

This paper documents the rise of “poison bonds”, which are corporate bonds that allow bondholders to demand immediate repayment in a change-of-control event. The share of poison bonds among new issues has grown substantially in recent years, from below 20% in the 90s to over 60% since mid-2000s. This increase is predominantly driven by investment-grade issues. We provide causal evidence that the pressure to eliminate poison pills has led firms to issue poison bonds as an alternative. Our analysis suggests that this practice entrenches incumbent managers and destroys shareholder value. Holding a portfolio of firms that remove poison pills but promptly issue poison bonds results in negative abnormal returns of −7.3% per year. Our findings have important implications for the agency theory of debt: (i) more debt may not discipline the management; and (ii) even without financial distress, managerial entrenchment can lead to agency conflicts between shareholders and creditors.

read publication

cover_DP_2023-25.jpg

The Reverse Revolving Door in the Supervision of European Banks

Stefano Colonnello Michael Koetter Alex Sclip Konstantin Wagner

in: IWH Discussion Papers, No. 25, 2023

Abstract

We assemble data about executives on the boards of national supervisory authorities (NSA) in European banking, which reveal that 40% have an employment history in the financial industry. Appointment patterns to NSA boards differ substantially across countries. Generally, the appointment of former finance professionals as prudential supervisors is inconsequential for banks‘ valuations, capitalization, and asset growth. The exception are positive, but short-lived valuation effects for those banks whose alumni are appointed as executives of directly responsible NSA boards. Circumstantial evidence suggests that a “proximity bias“ is a more likely driver of this effect instead of superior financial expertise or intrinsic skills of the designated NSA executives.

read publication

cover_DP_2022-23.jpg

Trading away Incentives

Stefano Colonnello Giuliano Curatola Shuo Xia

in: IWH Discussion Papers, No. 23, 2022

Abstract

Equity pay has been the primary component of managerial compensation packages at US public firms since the early 1990s. Using a comprehensive sample of top executives from 1992-2020, we estimate to what extent they trade firm equity held in their portfolios to neutralize increments in ownership due to annual equity pay. Executives accommodate ownership increases linked to options awards. Conversely, increases in stock holdings linked to option exercises and restricted stock grants are largely neutralized through comparable sales of unrestricted shares. Variation in stock trading responses across executives hardly appears to respond to diversification motives. From a theoretical standpoint, these results challenge (i) the common, generally implicit assumption that managers cannot undo their incentive packages, (ii) the standard modeling practice of treating different equity pay items homogeneously, and (iii) the often taken for granted crucial role of diversification motives in managers’ portfolio choices.

read publication

cover_DP_2022-21.jpg

Corporate Governance Benefits of Mutual Fund Cooperation

Rex Wang Renjie Patrick Verwijmeren Shuo Xia

in: IWH Discussion Papers, No. 21, 2022

Abstract

Mutual fund families increasingly hold bonds and stocks from the same firm. We study the implications of such dual holdings for corporate governance and firm decision-making. We present evidence that dual ownership allows financially distressed firms to increase investments and to refinance by issuing bonds with lower yields and fewer restrictive covenants. As such, dual ownership reduces shareholder-creditor conflicts, especially when families encourage cooperation among their managers. Overall, our results suggest that mutual fund families internalize the shareholder-creditor agency conflicts of their portfolio companies, highlighting the positive governance externalities of intra-family cooperation.

read publication

Why Do Workers at Larger Firms Outperform?

Shuo Xia Rex Wang

in: Working Paper, 2020

Abstract

Workers at larger firms outperform on average. For example, equity analysts working for more reputable brokerage firms produce more accurate earnings forecasts. Analysts employed by the highest ranked brokerages are about 6% more accurate than those employed by the lowest ranked brokerages, which is equivalent to an advantage of 17.5 years of more experience. This outperformance is driven by two significant effects: more reputable firms provide more resources that improve analysts' forecasting ability (influence), while more reputable firms also attract more talented candidates (sorting). We estimate a two-sided matching model to disentangle these two effects. We find that the direct influence effect accounts for 73% of the total impact while the sorting effect accounts for the remaining 27%.

read publication
Mitglied der Leibniz-Gemeinschaft LogoTotal-Equality-LogoSupported by the BMWK