an investigation of market microstructure impacts on event study returns we investigate the importance of bid ask spread induced biases on event date returns as exemplified by seasoned equity offerings by nyse listed firms we document significant negative return biases on the offering day which explain a large portion of the negative event date return documented in the literature buy sell order flow imbalance is prominent around the offering and induces a relatively large spread bias if order imbalances are suspected the researcher can use returns calculated from the midpoint of the closing bid and ask quotes instead of returns calculated from closing transaction prices to avoid this return bias several studies document the impact of bid ask spreads on security return patterns which appear inconsistent with the informational efficiency of capital markets phillips and smith 1980 find spread induced bias to be important in explaining apparent arbitrage opportunities in the option markets lakonishok and smidt 1984 uncover evidence suggesting a relation between bid ask spreads and turn of the year seasonality in stock returns 1 keim 1989 and porter 1989 further document the empirical importance of

discounting and underpricing in seasoned equity offers abstract expected discounting in seasoned equity offers is a cost of uncertainty about firm value marketing new shares and acquiring information that raises the offer price stockholders incorporate predictable discounting in stock prices when equity offers are first announced the surprise component of discounting reflecting the lead bank s final adjustment to the offer price releases information that often causes economically large price swings on the offer day disparities between the issuer s closing price and the price suggested in the lead bank s final order book are a primary source of information the discount surprise appears to be used by lead banks to update capital suppliers with that eleventh hour information before they commit their funds

tests for price effects of new issues of seasoned securities do new issues of seasoned securities cause significant price movements in the neighborhood of the issue day this paper presents an empirical comparison of three competing hypotheses the sec view that a new issue causes a permanent price decline the underwriter view that there is only a temporary price decline during the distribution period and the efficient market hypothesis emh that implies the absence of any price effects several empirical tests of the competing hypotheses using data on new issues of utility stocks traded on the nyse reject the sec and underwriter views in favor of the emh

asymmetric information investment banking contracts and the certification hypothesis abstract this study posits a hierarchy of investment banking contracts reflecting differential levels of certification the analysis supporting the existence of this hierarchy is based on the reputational capital paradigm the firm commitment negotiated arrangement is perceived to have the highest quality of certification followed by the firm commitment competitive best efforts negotiated and best efforts competitive arrangements in that order the existence of this hierarchy is investigated by measuring market reactions to the announcements of such issues the empirical results reveal sharp distinctions between firm commitment and best efforts contracts however within firm commitment contracts signalling between negotiated and competitive arrangements is attentuated and the distinction is weak

issuing costs to existing shareholders in competitive and negotiated underwritten public utility equity offerings abstract this paper presents the results of an empirical investigation of whether there is any difference in the cost incurred by public utilities if they issue new equity through a negotiated or competitive underwriting we conclude that the expected cost of a competitive offer is less than the expected cost of a negotiated offer but that the variance of the cost is substantially greater with a competitive offer these results are interesting because most public utilities use negotiated underwriting unless forced by regulation to use competitive offers this paper is also an addition to the growing agency theory literature

evidence on the functional relationship between relative price variability and inflation with implications for monetary policy this paper considers the functional relationship between relative price variability rpv and inflation using quarterly personal consumer expenditure data in the us over 1967q1 2003q1 deriving some implications for monetary policy non parametric regression techniques are used to explore the shape of the rpv function and this shape is related to the theory outlined by rotemberg 1982 1983 the empirical rpv function yields a plausible optimal value of inflation in the region of five percentage points which is consistent with this theory and lies within the range of values cited by recent evaluations of sand and grease effects

the monitoring rationale for dividends and the interaction of capital structure and dividend decisions abstract this paper develops an agency cost framework for the simultaneous determination of a firm s capital structure and dividend decisions in the model simultaneity is contingent on the applicability of easterbrook s 1984 monitoring rationale for paying dividends which in turn is hypothesized to depend on the existence of alternative sources of monitoring estimations of the rozeff 1982 specification for dividend payout for subsamples stratified according to the prevalence of non dividend monitoring mechanisms and growth induced capital market monitoring confirm the sample specific validity of the monitoring rationale a simultaneous system of equations is then estimated and consistent with our hypothesis simultaneity between capital structure and dividend decisions is observed only for the subsample in which the monitoring rationale for dividends is found applicable

standstill agreements privately negotiated stock repurchases and the market for corporate control abstract standstill agreements are voluntary contracts which limit a substantial stockholder s ownership interest in a corporation for a specified number of years they are often accompanied by repurchase of the substantial stockholder s shares at a premium above the market price standstills and premium buybacks reduce competition for corporate control and provide differential treatment of large block stockholders the analysis indicates a statistically significant negative average effect on non participating stockholder wealth associated with standstill agreements negotiated premium repurchases are also associated with negative but less significant stockholder returns the evidence is inconsistent with the hypothesis that these management actions are in the best interests of non participating stockholders

the rule 415 experiment equity markets rule 415 allows a firm to register all the securities it reasonably expects to sell over the next two years and then at the management s option to sell those securities over these two years whenever it chooses this paper examines whether equity offerings made under rule 415 shelf offerings differ in issuing costs from equity offerings not sold under this rule we find that shelf offerings cost 13 less for syndicated issues and 51 less for nonsyndicated issues we also investigate the empirical relevance of the market overhang argument which suggests that shelf registrations depress the price of the registering firm s shares more than traditional registrations our data does not support the market overhang argument the securities and exchange commission s sec rule 415 which was permanently adopted for large firms in november 1983 allows a firm to register all the securities that it reasonably expects to sell over the next two years and then sell those securities whenever it chooses this procedure is known as shelf registration investment bankers securities regulators and corporate issuers vigorously debate the effect of rule 415 on firms issuing cost for new securities some mostly investment bankers argue that rule 415 increases new issue costs while others mostly issuers argue that rule 415 decreases new issue costs in addition many investment bankers argue that placing common stock on the shelf depresses the price of a firm s outstanding shares of stock most issuers

the optimal spread and offering price for underwritten securities abstract the paper develops the net proceeds maximization theory explaining how the spread and offering price are determined in all underwritten offerings in the u s the theory yields solutions for the optimal spread and offering price for all underwritten securities and it yields comparative statics that explain the cross sectional variation in actual spreads and initial returns across different types of underwritten securities the theory also suggests two alternative explanations to the ones offered by chen and ritter j finance 55 2000 1105 for the clustering of unseasoned equity offerings spreads at 7

the choice of issuance procedure and the cost of competitive and negotiated underwriting an examination of the impact of rule 50 previous research suggests that firms choose negotiated issuance over competitive despite its apparently higher net interest cost this result is shown to arise partly from failure to correct for a selectivity bias in the choice of issuance procedures two stage analysis is used in a model that includes qualitative and limited dependent variables to re estimate the net interest cost difference between competitive and negotiated issues results support the hypothesis that the choice of issuance procedure is consistent with shareholder wealth maximization examination of debt issues subject to rule 50 of the public utility holding company act indicates that the regulation as applied is not

on corporate governance a study of proxy contests abstract this paper examines a sample of firms experiencing proxy contests for seats on their board of directors dissident shareholders usually fail to obtain a majority of board seats nevertheless they capture some seats via mechanisms such as cumulative voting in over half of the sample contests regardless of proxy contest outcome positive and statistically significant share price performance is associated with the contest that finding is predicted by the standard economic analysis of proxy contests in which the challenges benefit shareholders by improving corporate performance the finding runs counter to the claim of berle 1962 that the economists view of proxy contests is a wholly imaginary picture a portion of the positive share price changes taking place in the early stages of some proxy contests is not permanent however and as suggested by manne 1962 is at least partially attributable to temporary increases in the market value of the vote attached to corporate shares

optimal choice of contracting methods negotiated versus competitive underwritings revisited1 abstract we use a previously unexploited data base specifically debt offerings by at t and its subsidiaries in the period 1970 1974 to examine the relative costliness of competitive and negotiated offerings a sample based on the experience of a single issuer allows us to minimize the influence of agency considerations and differential riskiness of the issuers we find no systematic ex post cost difference and we also find that negotiation was chosen during comparatively unsettled times

an investigation of cost differences between public sales and private placements of debt abstract we examine the cost differences between public sales and private placements of debt for a sample of public utility issues the lowest cost method depends on a firm s transaction costs which comprise flotation costs agency costs and the costs of searching the market our findings suggest that firms minimize the cost of issuing securities by selecting the market providing the lowest transaction costs

the pricing of convertible debt offerings abstract we present the first empirical evidence on the pricing of convertible debt offerings using a sample of 91 convertible debt offerings from the period 1988 1992 we show a significant mean initial excess return of 1 11 our underpricing result is invariant to zero nonzero coupons maturity issue size or bond ratings further analysis reveals that various types of risk inherent in the new convertible issues are useful in explaining the cross sectional variation in the initial excess returns we offer an explanation for our results based on the arguments of the differential information model

direct equity financing a resolution of a paradox when raising new equity capital managers have historically rejected the direct offer method favoring instead the seemingly more expensive underwritten public issue this paper provides a resolution for this equity financing paradox by demonstrating empirically that firms which engage in direct offers enjoy a comparative cost advantage that is more than sufficient to account for the absolute reported cost differences between the two methods of equity financing

the effect of management s choice between negotiated and competitive equity offerings on shareholder wealth this paper investigates the effect on shareholder wealth of two events that change management s choice between negotiated and competitive underwritten equity offerings these two events are the suspension and termination of suspension of rule 50 this rule is based on the public utility holding company act of 1935 and requires certain utilities to use the competitive method the results indicate that the shareholders of the affected utilities experience an abnormal negative return on the announcement of the suspension of rule 50 and an abnormal positive return on the announcement of the termination of suspension this evidence is consistent with the joint hypothesis i competitive offerings are less costly than negotiated offerings and ii manager shareholder agency costs are a determinant of the corporate choice between these two methods of raising equity

stock price effects and costs of secondary distributions abstract this study does not support the view that a large number of shares can be sold at the prevailing market price and at a small cost a significant stock price decrease is observed at the initial announcement of secondary distributions the price declines are greater for offerings by officers and directors and for larger offerings but are significant for all types of sellers and for large and small offerings there is no significant price decline at the offering when secondaries are announced in advance underwriting and other selling costs are substantial and are positively related to relative offering size

the structure of ownership and the theory of the firm the separation of ownership from control produces a condition where the interests of owner and of ultimate manager may and often do diverge and where many of the checks which formerly operated to limit the use of power disappear in creating these new relationships the quasi public corporation may fairly be said to work a revolution it has divided ownership into nominal ownership and the power formerly joined to it thereby the corporation has changed the nature of profit seeking enterprise 1

the effect of pre emptive right amendments on shareholder wealth abstract pre emptive rights allow existing shareholders to purchase a new offering of shares before the general public this paper investigates the effect on shareholder wealth of removing pre emptive rights from corporate charters two hypotheses are constrasted 1 shareholder wealth maximization suggests that management uses this extra degree of freedom to pick the least cost method for raising new equity hence the amendment increases shareholder wealth 2 management welfare maximization holds that management will use the passage of the amendment to maximize their own welfare sometimes to the detriment of shareholders hence the amendment decreases shareholder wealth the evidence indicates that the amendment decreases shareholder wealth