Essays on Managerial Behaviour, Corporate Governance and Information Risk

Abstract

This three-essay dissertation first examines the impact of tax enforcement on the incidence of stock option backdating. Consistent with the theoretical prediction that tax authority enforcement can operate as a valuable monitoring tool by narrowing the scope for managerial entrenchment, we find robust evidence that the incidence of stock option backdating is lower when firms are more likely to be subject to IRS audits. Our results reinforce calls in the public policy discourse for institutions that protect investors by curtailing companies’ “degrees of freedom” to engage in corporate misbehaviour. The second essay examines how the market reacts to announcements of mergers and acquisitions (M&As) by well performing acquirers and evaluates the results in light of three hypotheses: 1) managerial ability, 2) empire building, and 3) chief executive officer (CEO) overconfidence. Our results indicate that an empire building motive drives the relationship between past superior operating performance and M&A announcements. Long-term operating performance drops significantly for acquiring firms with past superior operating performance. Our evidence also indicates that the presence of insider directors helps to alleviate the negative perception of acquisitions made by firms with better operating performance or empire building CEOs. The final essay investigates the controversial issue of whether information asymmetry affects the cost of equity capital. We re-examine this unanswered question using a unique and simple measure of information risk rooted in the growing literature on geographic proximity. Relying on their distance from financial centers to gauge when firms are better known, we provide robust evidence that information risk shapes equity pricing. In particular, we find that firms located in remote areas exhibit a higher cost of equity capital.