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Corporate Boards and SEOs: The Effect of Certification and Monitoring

Published online by Cambridge University Press:  29 July 2016

Miguel Ferreira  and
Paul Laux
Miguel Ferreira
Affiliation:
miguel.ferreira@novasbe.pt, Nova School of Business and Economics, Lisbon 1099-032, Portugal
Paul Laux*
Affiliation:
laux@udel.edu, University of Delaware, Lerner College of Business and Economics, Newark, DE 19716.
*
*Corresponding author: laux@udel.edu
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Abstract

In a sample of underwritten seasoned equity offerings (SEOs), issuers with boards dominated by independent directors experience higher abnormal announcement returns than issuers with boards dominated by insiders. Firm size, transparency, and other governance characteristics do not explain the effect of board independence. The positive relation between board independence and SEO returns is more pronounced for firms with lower monitoring costs and more severe financial constraints. The evidence suggests that independent directors have a positive effect because of their role in controlling both shareholder–manager conflicts (monitoring the use of funds) and current–new shareholder conflicts (certification of the issue’s value).

Type
Research Articles
Information
Journal of Financial and Quantitative Analysis , Volume 51 , Issue 3 , June 2016 , pp. 899 - 927
Copyright
Copyright © Michael G. Foster School of Business, University of Washington 2016 

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References

Adams, R., and Ferreira, D.. “A Theory of Friendly Boards.” Journal of Finance, 62 (2007), 217–250.Google Scholar
Adams, R.; Hermalin, B.; and Weisbach, M.. “The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and Survey.” Journal of Economic Literature, 48 (2010), 58–107.Google Scholar
Almeida, H.; Campello, M.; and Weisbach, M.. “The Cash Flow Sensitivity of Cash.” Journal of Finance, 59 (2004), 1777–1804.Google Scholar
Asquith, P., and Mullins, D.. “Equity Issues and Offering Dilution.” Journal of Financial Economics, 15 (1986), 61–89.Google Scholar
Bainbridge, S. M. “Director Primacy and Shareholder Disempowerment.” Harvard Law Review, 118 (2005), 1735–1757.Google Scholar
Baker, M.; Stein, J.; and Wurgler, J.. “When Does the Market Matter? Stock Prices and the Investment of Equity-Dependent Firms.” Quarterly Journal of Economics, 118 (2003), 969–1005.CrossRefGoogle Scholar
Blair, M., and Stout, L.. “A Team Production Theory of Corporate Law.” Virginia Law Review, 85 (1999) 247–328.CrossRefGoogle Scholar
Blair, M., and Stout, L.. “Director Accountability and the Mediating Role of the Corporate Board.” Washington University Law Quarterly, 79 (2001) 403–447.Google Scholar
Bolton, P.; Scheinkman, J.; and Xiong, W.. “Pay for Short-Term Performance: Executive Compensation in Speculative Markets.” Journal of Corporation Law, 30 (2005), 721–747.Google Scholar
Bolton, P.; Scheinkman, J.; and Xiong, W.. “Executive Compensation and Short-Termist Behaviour in Speculative Markets.” Review of Economic Studies, 73 (2006), 577–610.CrossRefGoogle Scholar
Boone, A.; Field, L.; Karpoff, J.; and Raheja, C.. “The Determinants of Corporate Board Size and Composition: An Empirical Analysis.” Journal of Financial Economics, 85 (2007), 66–101.Google Scholar
Brav, A.; Geczy, C.; and Gompers, P.. “Is the Abnormal Return Following Equity Issuances Anomalous?” Journal of Financial Economics, 56 (2000), 209–249.Google Scholar
Carhart, M. “On Persistence in Mutual Fund Performance.” Journal of Finance, 52 (1997), 57–82.Google Scholar
Carter, R., and Manaster, S.. “Initial Public Offerings and Underwriter Reputation.” Journal of Finance, 45 (1990), 1045–1067.Google Scholar
Choe, H.; Masulis, R.; and Nanda, V.. “Common Stock Offerings across the Business Cycle: Theory and Evidence.” Journal of Empirical Finance, 1 (1993), 3–31.Google Scholar
Coles, J.; Daniel, N.; and Naveen, L.. “Boards: Does One Size Fit All?” Journal of Financial Economics, 87 (2008), 329–356.CrossRefGoogle Scholar
Dechow, P., and Dichev, I.. “The Quality of Accruals and Earnings.” Accounting Review, 77 (2002), 35–59.Google Scholar
Denis, D. “Investment Opportunities and the Market Reaction to Equity Offerings.” Journal of Financial and Quantitative Analysis, 29 (1994), 159–177.Google Scholar
Dierkins, N. “Information Asymmetry and Equity Issues.” Journal of Financial and Quantitative Analysis, 26 (1991), 181–199.Google Scholar
Dittmar, A., and Thakor, A.. “Why Do Firms Issue Equity?” Journal of Finance, 62 (2007), 1–54.Google Scholar
D’Mello, R., and Ferris, S.. “The Information Effects of Analyst Activity at the Announcement of New Equity Issues.” Financial Management, 29 (2000), 78–95.Google Scholar
Duchin, R.; Matsusaka, J.; and Ozbas, O.. “When Are Outside Directors Effective?” Journal of Financial Economics, 96 (2010), 195–214.CrossRefGoogle Scholar
Dybvig, P., and Zender, J.. “Capital Structure and Dividend Irrelevance with Asymmetric Information.” Review of Financial Studies, 4 (1991), 201–219.CrossRefGoogle Scholar
Eckbo, B. E. “Valuation Effects of Corporate Debt Offerings.” Journal of Financial Economics, 15 (1986), 119–151.Google Scholar
Eckbo, B. E.; Masulis, R.; and Norli, O.. “Security Offerings.” In Handbook of Corporate Finance: Empirical Corporate Finance, Eckbo, B. E., ed. Amsterdam, Netherlands: North Holland (2007), 233–373.Google Scholar
Fama, E. “Agency Problems and the Theory of the Firm.” Journal of Political Economy, 88 (1980), 288–307.Google Scholar
Fama, E., and French, K.. “Multifactor Explanations of Asset Pricing Anomalies.” Journal of Finance, 51 (1996), 55–84.Google Scholar
Fama, E., and French, K.. “Industry Cost of Capital.” Journal of Financial Economics, 42 (1997), 153–193.Google Scholar
Fama, E., and Jensen, M.. “Separation of Ownership and Control.” Journal of Law and Economics, 26 (1983), 301–325.Google Scholar
Harris, M., and Raviv, A.. “A Theory of Board Control and Size.” Review of Financial Studies, 21 (2008), 1797–1832.CrossRefGoogle Scholar
Hermalin, B., and Weisbach, M.. “The Determinants of Board Composition.” Rand Journal of Economics, 19 (1988), 589–606.Google Scholar
Jensen, M. “The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems.” Journal of Finance, 48 (1993), 831–880.Google Scholar
Jo, H., and Kim, Y.. “Disclosure Frequency and Earnings Management.” Journal of Financial Economics, 84 (2007), 561–590.Google Scholar
Jung, K.; Kim, Y.-C.; and Stulz, R.. “Timing, Investment Opportunities, Managerial Discretion, and the Security Issue Decision.” Journal of Financial Economics, 42 (1996), 159–185.Google Scholar
Kaplan, S., and Zingales, L.. “Do Financing Constraints Explain Why Investment Is Correlated with Cash Flow?” Quarterly Journal of Economics, 112 (1997), 707–712.Google Scholar
Kim, E. H., and Purnanandam, A.. “Corporate Governance and Investor Confidence in Seasoned Equity Offerings.” Working Paper, University of Michigan (2009).Google Scholar
Klein, A. “Audit Committee, Board of Director Characteristics, and Earnings Management.” Journal of Accounting and Economics, 33 (2002), 375–400.CrossRefGoogle Scholar
Lee, G., and Masulis, R.. “Seasoned Equity Offerings: Quality of Accounting Information and Expected Flotation Costs.” Journal of Financial Economics, 92 (2009), 443–469.Google Scholar
Linck, J.; Netter, J.; and Yang, T.. “The Determinants of Board Structure.” Journal of Financial Economics, 87 (2008), 308–328.Google Scholar
Liu, Y., and Malatesta, P.. “Credit Ratings and the Pricing of Seasoned Equity Offerings.” Working Paper, University of Washington (2005).Google Scholar
Loughran, T., and Ritter, J.. “Why Has IPO Underpricing Changed over Time?” Financial Management, 33 (2004), 5–37.Google Scholar
Lucas, D., and McDonald, R.. “Equity Issues and Stock Price Dynamics.” Journal of Finance, 45 (1990), 1019–1043.Google Scholar
Lyon, J.; Barber, B.; and Tsai, C.-L.. “Improved Methods for Tests of Long-Run Abnormal Stock Returns.” Journal of Finance, 54 (1999), 165–201.Google Scholar
McNichols, M. “Discussion of the Quality of Accruals and Earnings: The Role of Accrual Estimation Errors.” Accounting Review, 77 (2002), 61–69.Google Scholar
Myers, S. “Determinants of Corporate Borrowing.” Journal of Financial Economics, 5 (1977), 147–175.Google Scholar
Myers, S. “The Capital Structure Puzzle.” Journal of Finance, 39 (1984), 574–592.Google Scholar
Myers, S., and Majluf, N.. “Corporate Financing and Investment Decisions When Firms Have Information That Investors Do Not Have.” Journal of Financial Economics, 13 (1984), 187–221.Google Scholar
Puri, M. “Commercial Banks in Investment Banking: Conflict of Interest or Certification Role?” Journal of Financial Economics, 40 (1996), 373–401.Google Scholar
Raheja, C. “Determinants of Board Size and Composition: A Theory of Corporate Boards.” Journal of Financial and Quantitative Analysis, 40 (2005), 283–306.Google Scholar
Shyam-Sunder, L. “The Stock Price Effect of Risky versus Safe Debt.” Journal of Financial and Quantitative Analysis, 26 (1991), 549–558.Google Scholar
Smith, C. “Alternative Methods for Raising Capital: Rights versus Underwritten Offerings.” Journal of Financial Economics, 5 (1977), 273–307.Google Scholar
Smith, C. “Investment Banking and the Capital Acquisition Process.” Journal of Financial Economics, 15 (1986), 3–29.CrossRefGoogle Scholar
Stein, J. “Efficient Markets, Inefficient Firms: A Model of Myopic Corporate Behavior.” Quarterly Journal of Economics, 104 (1989), 655–669.CrossRefGoogle Scholar
Stein, J. “Rational Capital Budgeting in an Irrational World.” Journal of Business, 69 (1996), 429–455.Google Scholar
Wu, X., and Wang, Z.. “Equity Financing in a Myers–Majluf Framework with Private Benefits of Control.” Journal of Corporate Finance, 11 (2005), 915–945.Google Scholar