Three essays in corporate finance

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Date
2009
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University of Alabama Libraries
Abstract

This dissertation contains three essays in corporate finance. The first essay investigates the size and relative impact of termination fees utilized in merger agreements using a sample of 1,702 M&A deals involving U.S targets between 2001 and 2007. We find that the size of termination fees is widely distributed ranging from less than 1% to larger than 6%. The empirical results show that low or moderate fees do not eliminate post-bid competition, while large fees do. Also, a large fee significantly reduces the probability that deals with a high premium are consummated. In addition, the announcement returns are significantly lower for deals including termination fees larger than 5%. Overall, the paper provides new evidence that low- or moderate-size termination fees serve as efficient contractual devices, while large fees reflect target managers' self-interest and are less beneficial to shareholders wealth. Essay two focuses on a mechanism through which foreign investors affect corporate policy in emerging economies. We hypothesize that foreign investors who provide effective monitoring may affect corporate policy through pushing for a greater proportion of outsiders or by nominating their own representatives on the board of directors. Using the unique features of foreign ownership in Korea, we find that firms with an increase in foreign ownership are more likely to increase the fraction of outsiders and foreign directors on the board in the subsequent year. Increased board independence in response to a pressure from foreign investors results in a significant change in payout and investment policy, and an increase in firm performance. In the third essay, we study the effect of the co-managers in the syndicate on expected flotation costs using 1,775 completed and 164 withdrawn seasoned equity offerings (SEOs) from 1997 through 2005. The results show that highly reputable underwriters and commercial banks, when they serve as co-managers, significantly reduce expected flotation costs, while the effect of the number of co-managers is largely insignificant. Our results are consistent with a notion that highly reputable underwriters and commercial banks serving as co-managers enhance a certification role, reduce information asymmetries and, as a result, lower SEO flotation costs.

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Electronic Thesis or Dissertation
Keywords
Economics, Finance
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