Corporate Payout Policy And Managerial Stock Incentives

Corporate Payout Policy synthesizes the academic research on payout policy and explains "how much, when, and how". That is (i) the overall value of payouts over the life of the enterprise, (ii) the time profile of a firm's payouts across periods, and (iii) the form of those payouts. The authors conclude that today's theory does a good job of explaining the general features of corporate payout policies, but some important gaps remain. So while our emphasis is to clarify "what we know" about payout policy, the authors also identify a number of interesting unresolved questions for future research. Corporate Payout Policy discusses potential influences on corporate payout policy including managerial use of payouts to signal future earnings to outside investors, individuals' behavioral biases that lead to sentiment-based demands for distributions, the desire of large block stockholders to maintain corporate control, and personal tax incentives to defer payouts. The authors highlight four important "carry-away" points: the literature's focus on whether repurchases will (or should) drive out dividends is misplaced because it implicitly assumes that a single payout vehicle is optimal; extant empirical evidence is strongly incompatible with the notion that the primary purpose of dividends is to signal managers' views of future earnings to outside investors; over-confidence on the part of managers is potentially a first-order determinant of payout policy because it induces them to over-retain resources to invest in dubious projects and so behavioral biases may, in fact, turn out to be more important than agency costs in explaining why investors pressure firms to accelerate payouts; the influence of controlling stockholders on payout policy --- particularly in non-U.S. firms, where controlling stockholders are common --- is a promising area for future research. Corporate Payout Policy is required reading for both researchers and practitioners interested in understanding this central topic in corporate finance and governance.

This dissertation consists of two essays. The first essay examines how corporate payout policies and debt can be interchangeably used as substitutes in controlling free cash flow (FCF) problems. The roles of retained earnings/total equity (RE/TE) and various risk measures, such as equity beta, cash flow beta, and volatility are also analyzed in the choice of different payout policies as substitute for debt. Evidence suggests that firms with lower debt tend to payout more to control for free cash flow problems, and this relation is mainly driven by dividends, suggesting that dividends are more direct substitute to debt in controlling FCF problems. Also, the results support that RE/TE significantly affects dividends, but the substitution effect induced by FCF problems is unaffected by the inclusion of RE/TE. Furthermore, contrary to the recent literature, when leverage is considered, the effect of FCF problem on dividends dominates the effect of RE/TE. Therefore, FCF problem still plays a very important role in explaining firm's payouts. Furthermore while equity beta and RE/TE have symmetric effects on dividends and repurchases, cash flow beta has asymmetric effects. Cash flow beta weakens the degree of substitution between dividends and leverage in favor of repurchases. Even after controlling for RE/TE, size and equity beta, cash flow beta has a significant explanatory power for a firm's dividend payments. The second essay examines the behavior of managers who are endowed with executive stock options and investigates a possible distortion of corporate payout policy and its fixing mechanism. Executive managers awarded with large stock options may have an incentive to substitute repurchases for dividends in their payout policy and this may results in an agency problem between managers and shareholders. Surprisingly, dividend protection that can fix this distorted managerial incentive by compensating managers for the amount of dividend payments is rarely adopted in US. Various hypotheses are tested to explain the observed low dividend protection rate. First, the accounting consideration based on the EPS dilution effect is studied. Second, the relationship between executive options and dividends is estimated after controlling for possible endogeneity issues using structural models. Third, investors' preferences between dividends and repurchases over the past history are studied controlling for various firm characteristics. Evidence suggests that while option grants makes executives more likely to pay out through repurchases, there is a concurring trend in investors' preferences. Taken together, the aligned preferences of managers and investors towards repurchases can help explain the observed low dividend protection rates.

The book investigates empirically mechanisms behind the recent widespread use of employee stock options and share repurchases in corporate financial management. Exploring through econometric models a sample of large U.S. technology corporations in the period between 1997 and 2005, it documents complex links between stock option plans, payout policy and other key financial characteristics of these firms. The models highlight the interplay between the interests of long-term shareholders, optionholders and speculative investors and provide estimates of joint effects of option dynamics and repurchases on stock returns, undervaluation and option plans on payout policy as well as risk taking and revenue growth on payoffs to shareholders and optionholders.

We investigate how corporate payout policy is influenced by executive incentives, i.e. stock and option holdings, stock options delta, and stock-based pay-performance sensitivity for 1,650 publicly listed firms from the UK, Germany, France, Italy, the Netherlands, and Spain, over the period from 2002 to 2009. Our results show that executive stock option holdings and stock options delta are associated with lower dividend payments in our sample of European countries, where we do not observe any presence of dividend protection for executive stock options. We find that this relationship is mainly driven by exercisable stock options and by options that are in-the-money. Additionally, we observe that executive stock option holdings and stock options delta have a negative impact on total payout suggesting that executives do not substitute share repurchases for dividends. Furthermore, the fraction of share repurchases in total payout increases as executive stock option holdings and stock options delta increase. Finally, our results show that executive share ownership and stock-based pay-performance sensitivity may mitigate agency conflicts by significantly increasing the level of total payout.

Dividend policy continues to be among the premier unsolved puzzles in finance. A number of theories have been advanced to explain dividend policy. This e-book briefly reviews the principal theories of payout policy and dividend policy and summarizes the empirical evidence on these theories. Empirical evidence is equivocal and the search for new explanation for dividends continues.

I investigate the effect of shareholder rights and information asymmetry on option-related repurchase activity. Prior research shows that the dilution effect of the exercise of the employee stock options on earnings per share (EPS) decreases the value of stock options. Thus, managers tend to use stock repurchases rather than dividends to return cash to shareholders (the dividend substitution effect). I document that the executive stock option incentives to repurchase stock as a substitute for dividends are stronger when firms have weak shareholder rights and the level of information asymmetry positively influences managerial stock option incentives to repurchase stock. Furthermore, prior research indicates that information asymmetry is positively associated with stock repurchases. I also provide evidence indicating that the relationship between information asymmetry and stock repurchases is stronger when firms have weaker shareholder rights. My study fills a gap in research on dividend substitution research, suggesting that managerial stock option incentives to repurchase stock depend on shareholder rights and information asymmetry. Furthermore, I extend the analysis of information asymmetry in payout policy by exploring the degree in which the strength of shareholder rights influences this effect.

The Times Mirror Company, a NYSE-listed Fortune 500 firm controlled for 100 years by the Chandler family, hired an industry outsider as CEO in 1995 following an extended period of poor operating and stock price performance under non-family management. This change was apparently an unintended consequence of actions taken by old management to fund its capital expansion plans while satisfying the family's desire for dividends. Specifically, in 1994 old management agreed to (1) sell TM's cable business and reinvest most of the $1.3 billion proceeds in new technology, and (2) maintain the Chandlers' dividends while radically cutting those to minority stockholders. While Wall Street reacted favorably to the cable sale, it punished TM's stock when it later learned about management's reinvestment plans. Shortly thereafter TM's board brought in a noted financial disciplinarian, who as CEO substantially increased stockholder value by terminating low return investments and distributing free cash flow. While pressure to pay dividends and monitoring by large block stockholders ultimately improved TM's performance, the path to this outcome was slow and circuitous, so that these disciplinary forces were weaker than theory typically implies.