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Employee-Manager Alliances and Shareholder Returns from Acquisitions

Published online by Cambridge University Press:  15 January 2019

Ronald W. Masulis Open the ORCID record for Ronald W. Masulis [Opens in a new window] ,
Cong Wang Open the ORCID record for Cong Wang [Opens in a new window]  and
Fei Xie
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Abstract

We examine the potential for management-worker alliances when employees have substantial voting rights, and how such alliances affect the balance of power between managers and shareholders. We find that substantial employee voting rights exacerbate the manager-shareholder conflicts. Specifically, they entrench incumbent managers and allow them to pursue value-destroying acquisitions by undercutting the disciplinary influence of the corporate control market. Importantly, employee support for managers is conditional on favorable treatment of employees. Our findings are consistent with Pagano and Volpin’s theory of worker-management alliances and highlight the potential risks associated with large employee voting power.

Type
Research Article
Information
Journal of Financial and Quantitative Analysis , Volume 55 , Issue 2 , March 2020 , pp. 473 - 516
Copyright
Copyright © Michael G. Foster School of Business, University of Washington 2019 

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Footnotes

1

We are grateful for helpful comments from Rajesh Aggarwal, Daniel Bradley, Conrad Ciccotello, Fangjian Fu, Jarrad Harford, Feng Jiang, Paul Malatesta (the editor), Marco Pagano (the referee), Oliver Spalt, Paolo Volpin, and seminar or session participants at the 2014 CICF, the 2016 EFA annual meeting, the 2012 FIRS conference, Cass Business School, Chinese University of Hong Kong, Clemson University, George Mason University, Georgia State University, Lehigh University, SUNY–Buffalo, Shanghai University of Finance and Economics, University of New South Wales, University of North Carolina–Charlotte, University of South Florida, University of Western Ontario, and York University.

References

Abraham, K., and Medoff, J.. “Length of Service and Layoffs in Union and Non-Union Work Groups.” Industrial and Labor Relations Review, 38 (1984), 87–97.Google Scholar
Agrawal, A. K.“Corporate Governance Objectives of Labor Union Shareholders: Evidence from Proxy Voting.” Review of Financial Studies, 25 (2012), 187–226.Google Scholar
Agrawal, A. K., and Matsa, D.. “Labor Unemployment Risk and Corporate Financing Decisions.” Journal of Financial Economics, 108 (2013), 449–470.Google Scholar
Atanassov, J., and Kim, H.. “Labor and Corporate Governance: International Evidence from Restructuring Decisions.” Journal of Finance, 64 (2009), 341–374.Google Scholar
Bae, K.; Kang, J.; and Wang, J.. “Employee Treatment and Firm Leverage: A Test of the Stakeholder Theory of Capital Structure.” Journal of Financial Economics, 100 (2011), 130–153.Google Scholar
Bebchuk, L.; Cohen, A.; and Ferrell, A.. “What Matters in Corporate Governance? ” Review of Financial Studies, 22 (2009), 783–827.Google Scholar
Bertrand, M., and Mullainathan, S.. “Enjoying the Quiet Life? Corporate Governance and Managerial Preferences.” Journal of Political Economy, 111 (2003), 1043–1075.Google Scholar
Bliss, R., and Rosen, R.. “CEO Compensation and Bank Mergers.” Journal of Financial Economics, 61 (2001), 107–138.Google Scholar
Botero, J.; Djankov, S.; La Porta, R.; Lopez-de-Silanes, F.; and Shleifer, A.. “The Regulation of Labor.” Quarterly Journal of Economics, 119 (2004), 1339–1382.Google Scholar
Bradley, M.; Desai, A.; and Kim, E. H.. “Synergistic Gains from Corporate Acquisitions and Their Division between the Stockholders of Target and Acquiring Firms.” Journal of Financial Economics, 21 (1988), 3–40.Google Scholar
Bronars, S., and Deere, D.. “The Threat of Unionization, The Use of Debt and the Preservation of Shareholder Wealth.” Quarterly Journal of Economics, 106 (1991), 231–254.Google Scholar
Chaplinsky, S., and Niehaus, G.. “The Tax and Distributional Effects of Leveraged ESOPs.” Financial Management, 19 (1990), 29–40.Google Scholar
Chaplinsky, S., and Niehaus, G.. “The Role of ESOPs in Takeover Contests.” Journal of Finance, 49 (1994), 1451–1470.Google Scholar
Chemmanur, T.; Cheng, Y.; and Zhang, T.. “Human Capital, Capital Structure, and Employee Pay: An Empirical Analysis.” Journal of Financial Economics, 110 (2013), 478–502.Google Scholar
Chen, J.; Kacperczyk, M.; and Ortiz-Molina, H.. “Labor Unions, Operating Flexibility, and the Cost of Equity.” Journal of Financial and Quantitative Analysis, 46 (2011), 25–58.Google Scholar
Core, J., and Guay, W.. “Estimating the Value of Employee Stock Option Portfolios and Their Sensitivities to Price and Volatility.” Journal of Accounting Research, 40 (2002), 613–630.Google Scholar
Cronqvist, H.; Low, A.; and Nilsson, M.. “Persistence in Firm Policies, Firm Origin, and Corporate Culture: Evidence from Corporate Spinoffs.” Working Paper, University of Miami (2009).Google Scholar
Custodio, C., and Metzger, D.. “How Do CEOs Matter? The Effect of Industry Expertise on Acquisition Returns.” Review of Financial Studies, 26 (2013), 2008–2047.Google Scholar
DeAngelo, H., and DeAngelo, L.. “Union Negotiations and Corporate Policy: A Study of Labor Concessions in the Domestic Steel Industry during the 1980s.” Journal of Financial Economics, 30 (1991), 3–43.Google Scholar
Dessaint, O.; Golubov, A.; and Volpin, P.. “Employment Protection and Takeovers.” Journal of Financial Economics, 125 (2017), 369–388.Google Scholar
Djankov, S.; La Porta, R.; Lopez-de-Silanes, F.; and Shleifer, A.. “The Law and Economics of Self-Dealing.” Journal of Financial Economics, 88 (2008), 430–465.Google Scholar
Dlugosz, J.; Fahlenbrach, R.; Gompers, P.; and Metrick, A.. “Large Blocks of Stock: Prevalence, Size, and Measurement.” Journal of Corporate Finance, 12 (2006), 594–618.Google Scholar
D’Souza, J.; Jacob, J.; and Ramesh, K.. “The Use of Accounting Flexibility to Reduce Labor Renegotiation Costs and Manage Earnings.” Journal of Accounting and Economics, 30 (2001), 187–208.Google Scholar
Faleye, O.; Mehrotra, V.; and Morck, R.. “When Labor Has a Voice in Corporate Governance.” Journal of Financial and Quantitative Analysis, 41 (2006), 489–510.Google Scholar
Fuller, K.; Netter, J.; and Stegemoller, M.. “What Do Returns to Acquiring Firms Tell Us? Evidence from Firms That Make Many Acquisitions.” Journal of Finance, 57 (2002), 1763–1794.Google Scholar
Golubov, A.; Petmezas, D.; and Travlos, N.. “When It Pays to Pay Your Investment Banker: New Evidence on the Role of Financial Advisors in M&As.” Journal of Finance, 67 (2012), 271–311.Google Scholar
Gompers, P.; Ishii, J.; and Metrick, A.. “Corporate Governance and Equity Prices.” Quarterly Journal of Economics, 118 (2003), 107–155.Google Scholar
Gordon, L., and Pound, J.. “ESOPs and Corporate Control.” Journal of Financial Economics, 27 (1990), 525–556.Google Scholar
Gramm, L., and Schnell, F.. “The Use of Flexible Staffing Arrangements in Core Production Jobs.” Industrial and Labor Relations Review, 54 (2001), 245–258.Google Scholar
Hanka, G.“Debt and the Terms of Employment.” Journal of Financial Economics, 48 (1998), 245–282.Google Scholar
Harford, J.; Humphery-Jenner, M.; and Powell, R.. “The Sources of Value Destruction in Acquisitions by Entrenched Managers.” Journal of Financial Economics, 106 (2012), 247–261.Google Scholar
Harford, J., and Li, K.. “Decoupling CEO Wealth and Firm Performance: The Case of Acquiring CEOs.” Journal of Finance, 62 (2007), 917–949.Google Scholar
Hirsch, B., and Macpherson, D.. “Union Membership and Coverage Database from the Current Population Survey: Note.” Industrial and Labor Relations Review, 56 (2003), 349–354.Google Scholar
Hoberg, G.; Phillips, G.; and Prabhala, N.. “Product Market Threats, Payouts, and Financial Flexibility.” Journal of Finance, 69 (2014), 293–324.Google Scholar
Huang, Q.; Jiang, F.; Lie, E.; and Que, T.. “The Effect of Labor Unions on CEO Compensation.” Journal of Financial and Quantitative Analysis, 52 (2017), 553–582.Google Scholar
Humphery-Jenner, M.; Masulis, R.; and Swan, P.. “Do Wealth Creating Mergers Really Hurt Acquirer Shareholders?” Working Paper, University of New South Wales (2015).Google Scholar
Jensen, M., and Meckling, W.. “Theory of the Firm: Managerial Behavior, Agency Costs, and Ownership Structure.” Journal of Financial Economics, 3 (1976), 305–360.Google Scholar
John, K.; Knyazeva, A.; and Knyazeva, D.. “Employee Rights and Acquisitions.” Journal of Financial Economics, 118 (2015), 49–69.Google Scholar
Kaplan, S. N., and Weisbach, M. S.. “The Success of Acquisitions: Evidence from Divestitures.” Journal of Finance, 47 (1992), 107–138.Google Scholar
Kim, H., and Ouimet, P.. “Broad-Based Employee Stock Ownership: Motives and Outcomes.” Journal of Finance, 69 (2014), 1273–1320.Google Scholar
Klasa, S.; Maxwell, W.; and Ortiz-Molina, H.. “The Strategic Use of Corporate Cash Holdings in Collective Bargaining with Labor Unions.” Journal of Financial Economics, 92 (2009), 421–442.Google Scholar
Landier, A.; Nair, V.; and Wulf, J.. “Trade-Offs in Staying Close: Corporate Decision Making and Geographic Dispersion.” Review of Financial Studies, 22 (2009), 1119–1148.Google Scholar
Lehn, K., and Zhao, M.. “CEO Turnover after Acquisitions: Are Bad Bidders Fired? ” Journal of Finance, 61 (2006), 1759–1811.Google Scholar
Lindsey, L., and Hochberg, Y.. “Incentives, Targeting, and Firm Performance: An Analysis of Non-Executive Stock Options.” Review of Financial Studies, 23 (2010), 4148–4186.Google Scholar
Loughran, T., and Ritter, J.. “Why Has IPO Underpricing Changed over Time? ” Financial Management, 33 (2004), 5–37.Google Scholar
Masulis, R.; Wang, C.; and Xie, F.. “Corporate Governance and Acquirer Returns.” Journal of Finance, 62 (2007), 1851–1889.Google Scholar
Matsa, D.“Capital Structure as a Strategic Variable: Evidence from Collective Bargaining.” Journal of Finance, 65 (2010), 1197–1232.Google Scholar
McLaughlin, D., and Fraser, D.. “Collective Bargaining: The Next Twenty Years.” Annals of the American Academy of Political and Social Science, 473 (1984), 33–39.Google Scholar
Mitchell, M., and Lehn, K.. “Do Bad Bidders Become Good Targets? ” Journal of Political Economy, 98 (1990), 372–398.Google Scholar
Moeller, S.; Schlingemann, F.; and Stulz, R.. “Firm Size and the Gains from Acquisitions.” Journal of Financial Economics, 73 (2004), 201–228.Google Scholar
Morck, R.; Shleifer, A.; and Vishny, R.. “Do Managerial Objectives Drive Bad Acquisitions? ” Journal of Finance, 45 (1990), 31–48.Google Scholar
Pagano, M., and Volpin, P.. “Managers, Workers, and Corporate Control.” Journal of Finance, 60 (2005), 841–868.Google Scholar
Petersen, M.“Estimating Standard Errors in Finance Panel Data Sets: Comparing Approaches.” Review of Financial Studies, 22 (2009), 435–480.Google Scholar
Powers, E.“Interpreting Logit Regressions with Interaction Terms as Seen in the Management Turnover Literature.” Journal of Corporate Finance, 11 (2005), 504–522.Google Scholar
Rauh, J.“Own Company Stock in Defined Contribution Pension Funds: A Takeover Defense? ” Journal of Financial Economics, 81 (2006), 379–410.Google Scholar
Schwert, G. W.“Hostility in Takeovers: In the Eyes of the Beholders? ” Journal of Finance, 55 (2000), 2599–2640.Google Scholar
Simintzi, E.; Vig, V.; and Volpin, P.. “Labor Protection and Leverage.” Review of Financial Studies, 28 (2015), 561–591.Google Scholar
Stabile, S. J.“Pension Plan Investments in Employer Securities: More Is Not Always Better.” Yale Journal on Regulation, 15 (1998), 61–116.Google Scholar
Titman, S., and Wessels, R.. “The Determinants of Capital Structure Choice.” Journal of Finance, 43 (1988), 1–19.Google Scholar
Turban, D., and Greening, D.. “Corporate Social Performance and Organizational Attractiveness to Prospective Employees.” Academy of Management Journal, 40 (1997), 658–672.Google Scholar
White, H.“A Heteroskedasticity-Consistent Covariance Matrix Estimator and a Direct Test for Heteroskedasticity.” Econometrica, 48 (1980), 817–838.Google Scholar
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