Head of the Ordinary Professor Fahlenbrach

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Empirical Evidence on the Effectiveness of Shareholder Democracy

Maxime Thibault B Couvert

This thesis is composed of two essays that study the effectiveness of shareholder democracy. In the first essay, I analyze the firm value implications of shareholder-initiated proposals. I show that managerial resistance precludes half of shareholder-initiated proposals from reaching the ballot stage. I construct a novel dataset of excluded and withdrawn proposals from the Securities and Exchange Commission's responses to managers' exclusion requests. An examination of announcement returns to the exclusion and withdrawal decisions reveals that non-voted proposals have a value-destroying nature. Special interest investors pursuing self-serving agendas and retail investors advocating for one-size-fits-all reforms explain the harmful character of non-voted proposals. I correct for the selection bias induced by managerial resistance and show that focusing only on voted proposals overstates the shareholder proposals-driven value creation. In the second essay, I study the impact of mutuals funds' environmental, social, and governance (ESG) preferences on portfolio firms. I construct measures of mutual funds' ESG preferences from their proxy voting guidelines in which mutual funds announce how they generally vote on the different ballot items at the shareholder meetings of their portfolio firms. I manually collect 17,000 of these voting policies for a sample of 29 of the largest U.S. mutual fund families over 2006-2018. I find that voting policies are a major predictor of funds' voting behavior. Exploiting staggered changes in funds' voting policies as an instrument, I show that investee companies adopt their mutual fund shareholders' preferred governance provisions. This adoption is the result of mutual fund shareholders' active voting. Announced voting policies also stimulate strategic proposal submissions by non-mutual fund shareholders.

EPFL2021

ICO investors

Rüdiger Fahlenbrach, Marc André Frattaroli

We conduct a detailed analysis of investors in successful initial coin offerings (ICOs). The average ICO has 4700 contributors. The median participant contributes small amounts and many investors sell their tokens before the underlying product is developed. Large presale investors obtain tokens at a discount and flip part of their allocation shortly after the ICO. ICO contributors lack the protections traditionally afforded to investors in early-stage financing. Nevertheless, returns 9 months after the ICO are positive on average, driven mostly by an increase in the value of the Ethereum cryptocurrency.

SPRINGER2020

Essays in Financial Economics

Kornelia Fabisik

This thesis consists of three parts that study separate subjects in corporate finance and corporate governance. The overarching theme is ownership by CEOs and other insiders. In the first part, which is co-authored work with Rüdiger Fahlenbrach, René M. Stulz, and Jerôme Taillard, we build the largest database of managerial ownership information ever used in the literature. We show that the empirical relation between a firm's Tobin's q and managerial ownership is systematically negative. When we restrict our sample to larger firms as in the prior literature, we confirm earlier findings of an increasing and concave relation between Tobin's q and managerial ownership. We show that cumulative past performance and liquidity can explain these seemingly contradictory results. Better performing firms have more liquid equity, which enables firms and insiders to more easily sell shares after the IPO, and they also have a higher Tobin's q. In the second part, I conduct the first large-scale empirical analysis of the pledging phenomenon among U.S. CEOs. Pledging allows the owner of shares to put them up as collateral to a third party in exchange for cash. I show that between 2007 and 2016, 7.6% of publicly listed U.S. firms disclosed that their CEOs had pledged company stock as collateral for a loan. On average, CEOs pledge 38% of their shares. The mean loan value is an economically sizeable $65 million. CEOs use the funds to either double down (6.0%), hedge their ownership (3.5%), or to obtain liquidity while maintaining ownership (90.5%). My event study results reveal that stock market participants view pledging as value-enhancing. Similarly, I find no evidence of its negative shareholder value consequences, except for CEOs who engage in significant pledging. In the third part, I provide the first in-depth analysis of U.S. pledging CEOs who faced margin calls. A margin call occurs whenever the value of collateral backing a loan falls below a certain pre-specified amount. I find that 15% of CEOs with margin loans have at some point faced margin-call-induced selling. The mean (median) drop in CEO ownership following margin-call-induced sales is 31.2% (22.0%). More than 87% of firms do not introduce any type of an anti-pledging policy post margin-call sales by their CEOs which could explain the absence of any major changes in CEO compensation contracts. Corporate policies in firms with CEOs who lost a sizeable ownership stake are not indicative of weakened incentives.

EPFL2020

Essays in Financial Economics

Kornelia Fabisik

EPFL2020