Essays on corporate governance, stakeholders, and restructuring

This dissertation consists of an introductory section and three theoretical essays analyzing the interaction of corporate governance and restructuring. The essays adopt an incomplete contracts approach and analyze the role of different institutional designs to facilitate the alignment of the objectives of shareholders and management (or employees) over the magnitude of corporate restructuring. The first essay analyzes how a firm's choice of production technology affects the employees' human capital investment. In the essay, the owners of the firm can choose between a specific and a general technology that both require a costly human capital investment by the employees. The specific technology is initially superior in using the human capital of employees but, in contrast to the general technology, it is not compatible with future innovations. As a result, anticipated changes in the specific technology diminish the ex ante incentives of the employees to invest in human capital unless the shareholders grant the employees specific governance mechanisms (a right of veto, severance pay) so as to protect their investments. The results of the first essay indicate that the level of protection that the shareholders are willing to offer falls short of the socially desirable one. Furthermore, when restructuring opportunities become more abundant, it becomes more attractive both socially and from the viewpoint of the shareholders to initially adopt the general technology. The second essay analyzes how the allocation of authority within the firm interacts with the owners' choice of business strategy when the ability of the owners to monitor the project proposals of the management is biased in favor of the status quo strategy. The essay shows that a bias in the monitoring ability will affect not only the allocation of authority within the firm but also the choice of business strategy. Especially, when delegation has positive managerial incentive effects, delegation turns out to be more attractive under the new business strategy because the improved managerial incentives are a way for the owners to compensate their own reduced information gathering ability. This effect, however, simultaneously makes the owners hesitant to switch the strategy since it would involve a more frequent loss of control over the project choice. Consequently, the owners' lack of knowledge of the new business strategy may lead to a suboptimal choice of strategy. The third essay analyzes the implications of CEO succession process for the ideal board structure. In this essay, the presence of the departing CEO on the board facilitates the ability of the board to find a matching successor and to counsel him. However, the ex-CEO's presence may simultaneously also weaken the ability of the board to restructure since the predecessor may use the opportunity to distort the successor's project choice. The results of the essay suggest that the extent of restructuring gains, the firm's ability to hire good outside directors and the importance of board's advisory role affect at which point and for how long the shareholders may want to nominate the predecessor to the board.

Studies on Binary Time Series Models with Applications to Empirical Macroeconomics and Finance

This thesis studies binary time series models and their applications in empirical macroeconomics and finance. In addition to previously suggested models, new dynamic extensions are proposed to the static probit model commonly used in the previous literature. In particular, we are interested in probit models with an autoregressive model structure. In Chapter 2, the main objective is to compare the predictive performance of the static and dynamic probit models in forecasting the U.S. and German business cycle recession periods. Financial variables, such as interest rates and stock market returns, are used as predictive variables. The empirical results suggest that the recession periods are predictable and dynamic probit models, especially models with the autoregressive structure, outperform the static model. Chapter 3 proposes a Lagrange Multiplier (LM) test for the usefulness of the autoregressive structure of the probit model. The finite sample properties of the LM test are considered with simulation experiments. Results indicate that the two alternative LM test statistics have reasonable size and power in large samples. In small samples, a parametric bootstrap method is suggested to obtain approximately correct size. In Chapter 4, the predictive power of dynamic probit models in predicting the direction of stock market returns are examined. The novel idea is to use recession forecast (see Chapter 2) as a predictor of the stock return sign. The evidence suggests that the signs of the U.S. excess stock returns over the risk-free return are predictable both in and out of sample. The new "error correction" probit model yields the best forecasts and it also outperforms other predictive models, such as ARMAX models, in terms of statistical and economic goodness-of-fit measures. Chapter 5 generalizes the analysis of univariate models considered in Chapters 2 4 to the case of a bivariate model. A new bivariate autoregressive probit model is applied to predict the current state of the U.S. business cycle and growth rate cycle periods. Evidence of predictability of both cycle indicators is obtained and the bivariate model is found to outperform the univariate models in terms of predictive power.

A Comparison of Managers’ Perception of Short-Termism in Finland, Sweden and the U.S

Increased media exposure to layoffs and corporate quarterly financial reporting have created arguable a common perception – especially favored by the media itself – that the companies have been forced to improve their financial performance from quarter to quarter. Academically the relevant question is whether companies themselves feel that they are exposed to short-term pressure to perform even if it means that they have to compromise company’s long-term future. This paper studies this issue using results from a survey conducted among the 500 largest companies in Finland. The results show that companies in general feel moderate short-term pressure, with reasonable dispersion across firms. There seems to be a link between the degree of pressure felt, and the firm’s ownership structure, i.e. we find support for the existence of short-term versus long-term owners. We also find significant ownership related differences, in line with expectations, in how such short-term pressure is reflected in actual decision variables such as the investment criteria used.

Integration or disintegration? Human resource implications of a common corporate language decision in a crossborder merger

The primary purpose of introducing a common corporate language in crossborder mergers is to integrate two previously separate organizations and facilitate communication. However, the present case study of a cross-border merger between two Nordic banks shows that the common corporate language decision may have disintegrating effects, particularly at organizational levels below top management. We identify such effects on performance appraisal, language training and management development, career paths, promotion and key personnel. Our findings show that top management needs to work through the consequences of the language decision upon those who are expected to make such a decision work.

Political Risk in Credit Evaluation: Empirical Studies and Survey Results

Financing trade between economic agents located in different countries is affected by many types of risks, resulting from incomplete information about the debtor, the problems of enforcing international contracts, or the prevalence of political and financial crises. Trade is important for economic development and the availability of trade finance is essential, especially for developing countries. Relatively few studies treat the topic of political risk, particularly in the context of international lending. This thesis explores new ground to identify links between political risk and international debt defaults. The core hypothesis of the study is that the default probability of debt increases with increasing political risk in the country of the borrower. The thesis consists of three essays that support the hypothesis from different angles of the credit evaluation process. The first essay takes the point of view of an international lender assessing the credit risk of a public borrower. The second investigates creditworthiness assessment of companies. The obtained results are substantiated in the third essay that deals with an extensive political risk survey among finance professionals in developing countries. The financial instruments of core interest are export credit guaranteed debt initiated between the Export Credit Agency of Finland and buyers in 145 countries between 1975 and 2006. Default events of the foreign credit counterparts are conditioned on country-specific macroeconomic variables, corporate-specific accounting information as well as political risk indicators from various international sources. Essay 1 examines debt issued to government controlled institutions and conditions public default events on traditional macroeconomic fundamentals, in addition to selected political and institutional risk factors. Confirming previous research, the study finds country indebtedness and the GDP growth rate to be significant indicators of public default. Further, it is shown that public defaults respond to various political risk factors. However, the impact of the risk varies between countries at different stages of economic development. Essay 2 proceeds by investigating political risk factors as conveivable drivers of corporate default and uses traditional accounting variables together with new political risk indicators in the credit evaluation of private debtors. The study finds links between corporate default and leverage, as well as between corporate default and the general investment climate and measeures of conflict in the debtor country. Essay 3 concludes the thesis by offering survey evidence on the impact of political risk on debt default, as perceived and experienced by 103 finance professionals in 38 developing countries. Taken together, the results of the thesis suggest that various forms of political risk are associated with international debt defaults and continue to pose great concerns for both international creditors and borrowers in developing countries. The study provides new insights on the importance of variable selection in country risk analysis, and shows how political risk is actually perceived and experienced in the riskier, often lower income countries of the global economy.

Essays on the Determinants of International Portfolio Investments

Investors significantly overweight domestic assets in their portfolios. This behavior which is commonly called “home bias” contradicts the prescriptions of portfolio theory. This thesis explores potential reasons for the “home bias” by examining the characteristics of the investing and the target countries and features of the interaction between them. A common theme of the four essays is a focus on the importance of information about foreign markets in explaining the share of these markets in investors’ portfolios. The results indicate that the size of the equity ownership in another country strongly relates to the distance to the financial capital of that country, and to trade in goods with and direct investments (FDI) to that country. The first essay empirically investigates the relationship between trade in real goods and portfolio investments. Overall, the evidence indicates a substantial role for trade in reducing the information cost relating to portfolio investments. The second essay examines the implications of the launch of the European Monetary Union (EMU) on international portfolio investments. The evidence on the allocation of Finnish international portfolio investments is more consistent with an information-based than a diversification motive explanation. The third essay employs new data for a large number of countries and further explores the role of trade on international portfolio investments. The results indicate that trade provides important information especially on firms in countries in which the corporate governance structure and the information environment of firms generate less reliable information. The fourth essay examines the relationship between direct investments (FDI) and portfolio investments. In contrast to the predications of portfolio theory, it provides evidence that FDI is a complement rather than a substitute for portfolio investments.

Adaptation in triadic business relationship settings: A study in corporate travel management

ANNE HOLMA ADAPTATION IN TRIADIC BUSINESS RELATIONSHIP SETTINGS – A STUDY IN CORPORATE TRAVEL MANAGEMENT Business-to-business relationships form complicated networks that function in an increasingly dynamic business environment. This study addresses the complexity of business relationships, both when it comes to the core phenomenon under investigation, adaptation, and the structural context of the research, a triadic relationship setting. In business research, adaptation is generally regarded as a dyadic phenomenon, even though it is well recognised that dyads do not exist isolated from the wider network. The triadic approach to business relationships is especially relevant in cases where an intermediary is involved, and where all three actors are directly connected with each other. However, only a few business studies apply the triadic approach. In this study, the three dyadic relationships in triadic relationship settings are investigated in the context of the other two dyads to which each is connected. The focus is on the triads as such, and on the connections between its actors. Theoretically, the study takes its stand in relationship marketing. The study integrates theories and concepts from two approaches, the industrial network approach by the Industrial marketing and purchasing group, and the Service marketing and management approach by the Nordic School. Sociological theories are used to understand the triadic relationship setting. The empirical context of the study is corporate travel management. The study is a retrospective case study, where the data is collected by in-depth interviews with key informants from an industrial enterprise and its travel agency and service supplier partners. The main theoretical contribution of the study concerns opening a new research area in relationship marketing by investigating adaptation in business relationships with a new perspective, and in a new context. This study provides a comprehensive framework to analyse adaptation in triadic business relationship settings. The analysis framework was created with the help of a systematic combining approach, which is based on abductive logic and continuous iteration between the theory and the case study results. The framework describes how adaptations initiate, and how they progress. The framework also takes into account how adaptations spread in triadic relationship settings, i.e. how adaptations attain all three actors of the triad. Furthermore, the framework helps to investigate the outcomes of the adaptations for individual firms, for dyadic relationships, and for the triads. The study also provides concepts and classification that can be used when evaluating adaptation and relationship development in both dyadic and triadic relationships.

Image Heritage - The Temporal Dimension in Consumers' Corporate Image Constructions

Images and brands have been topics of great interest in both academia and practice for a long time. The company’s image, which in this study is considered equivalent to the actual corporate brand, has become a strategic issue and one of the company’s most valuable assets. In contrast to mainstream corporate branding research focusing on consumerimages as steered and managed by the company, in the present study a genuine consumer-focus is taken. The question is asked: how do consumers perceive the company, and especially, how are their experiences of the company over time reflected in the corporate image? The findings indicate that consumers’ corporate images can be seen as being constructed through dynamic relational processes based on a multifaceted network of earlier images from multiple sources over time. The essential finding is that corporate images have a heritage. In the thesis, the concept of image heritage is introduced, which stands for the consumer’s earlier company-related experiences from multiple sources over time. In other words, consumers construct their images of the company based on earlier recalled images, perhaps dating back many years in time. Therefore, corporate images have roots - an image heritage – on which the images are constructed in the present. For companies, image heritage is a key for understanding consumers, and thereby also a key for consumer-focused branding strategies and activities. As image heritage is the consumer’s interpretation base and context for image constructions here and now, branding strategies and activities that meet this consumer-reality has a potential to become more effective. This thesis is positioned in the tradition of The Nordic School of Marketing Thought and introduces a relational dynamic perspective into branding through consumers’ image heritage. Anne Rindell is associated to CERS, the Center for Relationship Marketing and Service Management at the Swedish School of Economics and Business Administration.

Corporate Environmental Responsibility in Demand Networks (summary section only)

Research on corporate responsibility has traditionally focused on the responsibilities of companies within their corporate boundaries only. Yet this view is challenged today as more and more companies face the situation in which the environmental and social performance of their suppliers, distributors, industry or other associated partners impacts on their sales performance and brand equity. Simultaneously, policy-makers have taken up the discussion on corporate responsibility from the perspective of globalisation, in particular of global supply chains. The category of selecting and evaluating suppliers has also entered the field of environmental reporting. Companies thus need to tackle their responsibility in collaboration with different partners. The aim of the thesis is to further the understanding of collaboration and corporate environmental responsibility beyond corporate boundaries. Drawing on the fields of supply chain management and industrial ecology, the thesis sets out to investigate inter-firm collaboration on three different levels, between the company and its stakeholders, in the supply chain, and in the demand network of a company. The thesis is comprised of four papers: Paper A discusses the use of different research approaches in logistics and supply chain management. Paper B introduces the study on collaboration and corporate environmental responsibility from a focal company perspective, looking at the collaboration of companies with their stakeholders, and the salience of these stakeholders. Paper C widens this perspective to an analysis on the supply chain level. The focus here is not only beyond corporate boundaries, but also beyond direct supplier and customer interfaces in the supply chain. Paper D then extends the analysis to the demand network level, taking into account the input-output, competitive and regulatory environments, in which a company operates. The results of the study broaden the view of corporate responsibility. By applying this broader view, different types of inter-firm collaboration can be highlighted. Results also show how environmental demand is extended in the supply chain regardless of the industry background of the company.

With Good Reputation Size Does not Matter: Issue Frequency and the Determinants of Debt Maturity

This paper examines empirically the effect firm reputation has on the determinants of debt maturity. Utilising data from European primary bond market between 1999 and 2005, I find that the maturity choice of issuers with a higher reputation is less sensitive to macroeconomic conditions, market credit risk-premiums, prevailing firm credit quality and size of the debt issue. The annualised coupon payments are shown to be a significant factor in determining the debt maturity and reveal a monotonously increasing relationship between credit quality and debt maturity once controlled for. Finally, I show that issuers lacking a credit rating have an implied credit quality positioned between investment-grade and speculative-grade debt.

Owners' Way or the Highway: Short-term Expectations and Owner Impatience

Increased media exposure to layoffs and corporate quarterly financial reporting have created arguable a common perception – especially favored by the media itself – that the companies have been forced to improve their financial performance from quarter to quarter. Academically the relevant question is whether the companies themselves feel that they are exposed to short-term pressure to perform even if it means that they have to compromise company’s long-term future. This paper studies this issue using results from a survey conducted among the 500 largest companies in Finland. The results show that companies in general feel moderate short-term pressure, with reasonable dispersion across firms. There seems to be a link between the degree of pressure felt, and the firm’s ownership structure, i.e. we find support for the existence of short-term versus long-term owners. We also find significant ownership related differences, in line with expectations, in how such short-term pressure is reflected in actual decision variables such as the investment criteria used.