Document Type

Dissertation

Date of Degree

Summer 2012

Degree Name

PhD (Doctor of Philosophy)

Degree In

Business Administration

First Advisor

Erik Lie

Abstract

This thesis consists of three essays and studies CEO compensation and mergers and acquisitions in empirical corporate finance. The first essay is sole-authored and is titled ‘The Effect of Social Interactions on Executive Compensation.' The second essay ‘The Role of Investment Banker Directors in M &A: Can Experts Help?' is a joint work with Qianqian Huang, Erik Lie, and Ke Yang. The third essay is titled ‘The Strategic Use of CEO Compensation in Labor Contract Negotiations' and is coauthored with Erik Lie and Tingting Que.

In the first essay, I examine how executives' social interactions affect their compensation. Using the social networks among 2,936 chief executive officers (CEOs) during 1999-2008, I report that the compensation of a pair of socially connected CEOs is significantly more similar than that of a pair of non-connected CEOs. I further find that CEO compensation responds to a peer's change in pay caused by industry performance, especially if that change in pay is positive rather than negative and when the firm is suffering from weak corporate governance. I interpret these results as consistent with the notion that relative earnings concerns within social networks affect negotiations about compensation. Finally, I find that the past practice of backdating stock option grants spread across social networks, suggesting that social networks serve as a conduit for interpersonal information flow about compensation practices. Taken together, I show that CEOs' peer interactions have a substantial impact on executive pay.

In the second essay, we examine how directors with investment banking experience affect firms' acquisition behavior. We find that firms have a higher probability of acquisition when an investment banker is a director. Furthermore, acquirers with investment banker directors on the board have significantly higher announcement returns, especially if the deal is relatively large and the bankers' experience and/or network is current. We also find evidence that investment banker directors help reduce the takeover premium and advisory fees paid to outside consultants. Finally, the presence of investment banker directors is positively related to long-run operating and stock performance.

Lastly, in the third essay, we study whether firms strategically alter CEO compensation to improve their bargaining position with labor unions. We conjecture that (i) firms in heavily unionized industries offer lower compensation packages to their CEOs than do their non-union counterparts, (ii) unionized firms temporarily curtail CEO compensation before union contract negotiations, and (iii) the curtailment in compensation is most pronounced for option grants due to their discretionary nature. Our results support these conjectures. We also find that CEOs are more likely to sacrifice compensation if they hold a relatively large stake in the company whose value depends on the contract negotiations. Finally, we report evidence that curtailing CEO compensation helps reduce the negotiated salary growth.

Keywords

CEO compensation, Investment bank, Mergers and Acquisitions, Social network

Pages

x, 155 pages

Bibliography

Includes bibliographical references (pages 145-155).

Copyright

Copyright 2012 Feng Jiang

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