Management commitment to innovation and esop stock concentration

Abstract The separation of ownership and control can lead to managerial entrenchment and a convergence of decision making and decision control. Decision-making refers to management's authority to make strategic and operating decisions while decision control refers to the ratification and monitoring of management decisions. Managers that possess decision control may behave in a risk-reducing manner relative to the behavior of owner managers because of management's desire to maximize job security Amihud and Lev 1981 , McEachern 1975 . For example, the managers of such firms may choose to diversify the firm into a wide variety of industries in an attempt to smooth revenues and earnings and avoid a series of peaks and valleys in the company's financial performance. These managers may believe that stable earnings will be viewed positively by shareholders and should help lessen the risk of stockholder action to replace upper-level management. Managers that possess both decision-making and decision-control capabilities may pursue a variety of risk-reducing strategies in addition to broad diversification. The existence of large outside investors has been shown to result in management becoming less risk-averse; management is more willing to adopt a wide range of strategies that present greater risk, but offer greater returns to shareholders. Hill and Snell (1988) found a significant, positive correlation between stock concentration and R&D intensity, indicating that large outside beneficial owners or dominant stockholders can influence management to pursue higher risk-higher return strategies. R&D intensity is used as a proxy for innovation and is generally operationalized as a firm's industry-adjusted R&D expenditures as a percentage of its sales. Findings of other studies also suggest that large investors are associated with decreased risk aversion by management. When controlling for the effects of time, previous R&D spending, liquidity, market share, diversification, market concentration, industry, and leverage, Hansen and Hill (1992) found a mild positive correlation between institutional stock concentration and R&D spending. This paper examines management's ability to utilize employee stock ownership plans (ESOPs) to facilitate managerial decision control or the capability to ratify and monitor decisions and subsequently adopt greater risk-reducing behavior. It is possible that management may adopt an ESOP to enhance entrenchment by placing a large block of the company's shares under the control of company managers and employees that are under the supervision of management. As a result, some ESOPs may not be effective alignment mechanisms since participants may find it difficult to organize a vote against management proposals or generate adequate enthusiasm and momentum to replace top-level managers. The paper anticipates that a positive relationship exists between the degree of ESOP stock concentration and the reduced risk-taking behavior of management. Specifically, the study argues that as ESOP stock concentration increases, management will likely behave in a risk-reducing manner and decrease its commitment to innovation, as measured by R&D intensity. Employee stock ownership plans (ESOPs) are qualified retirement plans under the Employee Retirement Income Security Act of 1974 (ERISA) and are treated similarly under the Act to other qualified pension plans with the exception of portfolio diversification. Employee stock ownership plans consist only of shares of the employer's stock and the performance of an ESOP-based retirement fund hinges with the market performance of that single stock. An agency theory framework would suggest that ESOPs that control large blocks of outstanding shares have an effect on management similar to that of other large investors and act to encourage management to craft and implement strategies that will yield superior financial and market performance. As ESOP stock concentration increases, agency theory proposes that ESOP participants would readily act to protect their interests and the interests of other shareholders. However, some previous research suggests that large ESOPs are not alignment mechanisms, but further entrench current management into their positions. Gordon and Pound (1990) found that management can use large ESOPs to increase effective insider ownership to protect against unwanted changes in corporate control. The authors suggested that ESOPs were less effective than other types of large investors at monitoring management decisions since ESOPs are unilaterally undertaken by management, ESOP shares are held only by incumbent managerial and non-managerial employees, and ESOP trustees are frequently appointed by management. The market has been shown to view an ESOP as a management entrenchment mechanism when the ESOP was adopted as a possible takeover defense Chang 1990 , Dhillon and Ramirez 1994 . The market reacts more favorably to an ESOP adoption when other large outside shareholders are present who have the capability to offset the influence of inefficient managers who might choose to use the ESOP to further entrench themselves into their positions (Park and Song 1995) . The results of this study find that after the implementation of an ESOP, R&D intensity decreases as ESOP stock concentration increases. A significant negative relationship exists between ESOP stock concentration and change in industry-adjusted R&D intensity at the 0.05 level when controlling for firm size and change in profitability. The sample included firms where ESOP stock concentration represented as little as 3% of the employer's outstanding shares and as much as 67% of all outstanding employer stock. The sampled firms with the greatest ESOP stock concentration were associated with the greatest decreases in industry-adjusted R&D intensity after the implementation of the ESOP. The results suggest that management of high ESOP stock concentration firms became more risk-averse in regard to commitment to innovation after implementation of the ESOP. Agency theory adequately explains the effect of large outside stockholders on management's choice of strategy. Hill and Snell (1988) and Hansen and Hill (1992) have found that as stock concentration increases, incentive alignment becomes increasingly likely. The independent nature of large outside blockholders contributes to a separation of decision making from decision control, a reduction in agency costs, and a minimization of managerial risk-reducing behavior. As highly independent blockholder size decreases, decision making and decision control converge, and management entrenchment is more probable. Agency theory fails to adequately explain the effect of employee stock ownership on managerial risk-reducing behavior. Employee stock ownership does have the capability to align shareholder and employee interests under the proper conditions. However, ESOPs lack independence from managerial influence and are much less likely than outside institutional investors to monitor management decision-making and pressure management to adopt strategies that incorporate greater risk and an opportunity for greater returns. The study found that increased ESOP stock concentration was associated with greater managerial risk-reducing behavior. The results suggest that agency effects are more likely in firms with modest ESOP stock concentration since the ESOP does provide incentives for an alignment of interests, but does not provide management with a mechanism to block the actions of other large blockholders. ESOPs with higher levels of stock concentration are likely to facilitate management entrenchment by preventing some large percentage of shares from aligning with other large shareholders to challenge management decision-making. If other investors lack the capability to put full pressure on management, the monitoring and ratification of management decisions has been yielded to management. Therefore, a managerial entrenchment hypothesis is better suited than agency theory in explaining the effect of large ESOPs on management's risk-reducing behavior.