Contracts Between Firms and Shareholders

• 成果类型: Article
• 署名作者: Schoenfeld, Jordan
• 署名单位: Dartmouth College
• 刊物名称: JOURNAL OF ACCOUNTING RESEARCH
• ISSN/ISSBN: 0021-8456
• DOI: 10.1111/1475-679X.12297
• 发表日期: 2020
• 页码: 383-427
• 关键词: HEDGE FUND ACTIVISM; POISON PILL SECURITIES; corporate governance; Accounting information; economic consequences; incomplete contracts; Investor protection; Control rights; payout policy; moral hazard

摘要

Theory predicts the existence of explicit bilateral contracts between firms and expert shareholders. I assemble and analyze a large-scale data set of these contracts. Using block investments from 1996 to 2018, I find that these contracts involve mainly corporate owners and activist owners, and often specify covenants pertaining to financing, trading, directorships, dividends, joint ventures, corporate investment, financial reporting, and information access. I also find that some of the contract covenants are stated in terms of accounting information, and that the prevalence of these contracts is significantly positively associated with measures of information asymmetry between managers and shareholders. Overall, this study provides some of the first systematic evidence on explicit bilateral contracts between firms and shareholders.