We document the frequent use of lockup agreements in seasoned equity offerings (SEOs), and examine the determinants of their use, duration, and early release. From 1996 through 2006, 93.8% of all SEOs included lockups, which is comparable to the 96.6% lockup rate for IPOs during the same period....

Using hand-collected data, we examine the targeting of shareholder class action lawsuits in merger & acquisition (M&A) transactions, and the associations of these lawsuits with offer completion rates and takeover premia. We find that M&A offers subject to shareholder lawsuits are completed at a...

We investigate how state Universal Demand statutes (UD) that lower director liability in derivative lawsuits affect recruitment and retention of outside directors. Using a difference-in-differences analysis, we document improvements in outside director experience following UD adoptions,...

We find that corporate giving represents a private benefit of control that distorts corporate investment and financing activity, consistent with free cash flow agency theory. Corporate giving discourages managers from pursuing external financing, especially debt issuance, to minimize outside...

An unintended consequence of recent governance reforms in the U.S. is firms' greater reliance on older director candidates, resulting in noticeable board aging. We investigate this phenomenon and its implications for corporate governance. We document that older independent directors exhibit poor...

Unemployment insurance (UI) provides a crucial social safety net to workers as seen during the Covid-19 pandemic. This paper examines UI effects on takeover markets. We find that higher target state UI benefits raise acquisition likelihoods, deal synergies, and gains to acquirer and target...

Prior literature examines the matching of firm-types with board composition, but very little research focuses on the matching of CEO types with directors' skill sets. We examine whether a gender-diverse board helps to mitigate the negative impacts of overconfident managers, thus improving firm...

Boards are crucial to shareholder wealth. Yet, little is known about how shareholder oversight affects director incentives. Using exogenous industry shocks to institutional investor portfolios, we find that institutional investor distraction weakens board oversight. Distracted institutions are...

We study how the existence of important production contracts affects the choice of CEO compensation contracts. We hypothesize that having major customers raises the costs associated with CEO risk-taking incentives and leads to lower option-based compensation. Using industry-level import tariff...

Empirical evidence on the relations between board independence and board decisions and firm performance is generally confounded by serious endogeneity issues. We circumvent these endogeneity problems by demonstrating the strong impact of the local director labor market on board composition....