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Essay on Anti-Takeover Provisions and Corporate Spin-Offs Wei Du Louisiana State University and Agricultural and Mechanical College, [email protected]

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Essay on Anti-Takeover Provisions and Corporate Spin-Offs Wei Du Louisiana State University and Agricultural and Mechanical College, Ocivv.Du@Gmail.Com Louisiana State University LSU Digital Commons LSU Doctoral Dissertations Graduate School 2015 Essay on Anti-takeover Provisions and Corporate Spin-offs Wei Du Louisiana State University and Agricultural and Mechanical College, [email protected] Follow this and additional works at: https://digitalcommons.lsu.edu/gradschool_dissertations Part of the Finance and Financial Management Commons Recommended Citation Du, Wei, "Essay on Anti-takeover Provisions and Corporate Spin-offs" (2015). LSU Doctoral Dissertations. 3901. https://digitalcommons.lsu.edu/gradschool_dissertations/3901 This Dissertation is brought to you for free and open access by the Graduate School at LSU Digital Commons. It has been accepted for inclusion in LSU Doctoral Dissertations by an authorized graduate school editor of LSU Digital Commons. For more information, please [email protected]. ESSAY ON ANTI-TAKEOVER PROVISIONS AND CORPORATE SPIN-OFFS A Dissertation Submitted to the Graduate Faculty of the Louisiana State University and Agriculture and Mechanical College in partial fulfillment of the requirements for the degree of Doctor of Philosophy in The Interdepartmental Program in Business Administration by Wei Du B.S., Tongji University, 2008 M.S., Illinois Institute of Technology, 2010 May 2016 Acknowledgements This paper could not be written to its fullest without the help, support, guidance and efforts of a lot of people. First of all, I would like to express my deepest sense of gratitude to my research advisor and dissertation chair Dr. Gary C. Sanger, for his guidance, encouragement and support throughout the time of my dissertation research, even in the week before his surgery. I admire his wisdom deeply and regard him as my lifelong role model to follow. I am deeply indebted to Dr. Shan He. She guided me to do research since the first day when I joined the Ph.D. program 5 years ago. She put systematic and patient guidance and tremendous effort into training me to grow as an independent thinker. Her mentorship was paramount in providing a well-rounded experience consistent my long-term career. I am tremendously fortunate to have Dr. R. Kelley Pace, and Dr. Robert J. Newman as my dissertation committee member. They brought a depth of knowledge that few could match. I would like also thank Dr. Ayla Kayhan and Dr. Joseph R. Mason for their efforts in the research seminar, which helps me to become a qualified scholar; and to Dr. Ji-Chai Lin, Dr. Rajesh P. Narayanan and Dr. Carlos Slawson for their time and efforts to help me to successfully complete the program. Last but not the least, I would like to thank my peer doctor students, friends and family for their unconditional support and faith in me. ii Table of Contents Acknowledgements......................................................................................................................... ii List of Tables .................................................................................................................................. v Abstract.......................................................................................................................................... vi Chapter 1. Introduction ................................................................................................................... 1 1.1. Problems in ATP-based governance Index ................................................................... 1 1.2. Spin-off as an Experiment............................................................................................. 2 1.3. Result Overview ............................................................................................................ 4 1.4. Contribution................................................................................................................... 6 Chapter 2. Backgrounds and Related Literature ............................................................................. 9 2.1. Spin-off literature .......................................................................................................... 9 2.2. Anti-takeover provisions and corporate governance................................................... 13 2.3. The efficient hypotheses of anti-takeover provisions.................................................. 14 2.4. Anti-takeover provisions and other corporate governance methods ........................... 16 2.5. Anti-takeover provisions and firm performance ......................................................... 17 Chapter 3 Data and Sample........................................................................................................... 20 3.1. Spin-off sample and data............................................................................................. 20 3.2. ATP provisions and the construction of composite indexes ....................................... 21 Chapter 4 Empirical Result........................................................................................................... 29 4.1. Design of ATPs ........................................................................................................... 29 4.1.1. Spin-off subsidiaries V.S. IRRC matched firms............................................... 29 4.1.2. Parents V.S. subsidiaries................................................................................... 32 4.1.3. Top management background........................................................................... 33 4.2. Determinants of ATPs ................................................................................................. 34 4.3. ATPs and firm financial performance ......................................................................... 49 4.4. ATPs and firm operating performance........................................................................ 59 4.5. ATPs and Institutional Holdings ................................................................................. 63 4.6. ATPs and CEO Background........................................................................................ 71 Conclusion .................................................................................................................................... 79 References..................................................................................................................................... 81 iii Appendices.................................................................................................................................... 84 Appendix A: Definition of Anti-takeover Provisions........................................................... 84 Appendix B: List of Public Pension Funds........................................................................... 92 Appendix C: Bootstrap ......................................................................................................... 93 Vita................................................................................................................................................ 95 iv List of Tables Table 1: Sample distribution by year........................................................................................... 22 Table 2: Sample distribution by industry...................................................................................... 22 Table 3: ATPs and ATP-index comparison.................................................................................. 26 Table 4: ATPs and ATP-index comparison.................................................................................. 30 Table 5: ATPs and ATP-index comparison.................................................................................. 35 Table 6: Characteristics of spin-off subsidiaries........................................................................... 40 Table 7: Determinants of ATP-index............................................................................................ 44 Table 8: Determinants of ATP-index............................................................................................ 47 Table 9: ATP-index and buy-and-hold abnormal return (all sample firms) ................................. 51 Table 10: ATP-index and buy-and-hold abnormal return (non-parent top management group).. 55 Table 11: ATP-index and Jensen’s Alpha .................................................................................... 59 Table 12: ATP Index and Operating Performance ....................................................................... 61 Table 13: Institutional Holding Change around Spin-off ............................................................. 65 Table 14: Institutional Holding Change around Spin-off (Balanced Panel)................................. 67 Table 15: Mutual Fund Holding Change around Spin-off............................................................ 69 Table 16: Pension Fund Holding Change around Spin-off........................................................... 70 Table 17: CEO Background and ATPs......................................................................................... 75 Table 18: CEO Background and Abnormal Return...................................................................... 77 v Abstract Despite the prevalent use of anti-takeover provisions (ATPs) based indices as measures of corporate governance quality, the role of ATPs (efficiency vs. entrenchment hypotheses), and their relationship to firm performance are not fully understood. Corporate spin-offs offer a unique opportunity to disentangle entrenchment motives from efficiency
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