Essay 1: To delegate or not to delegate to stock markets: The case of boards with related industry expertise

Abstract: I examine the extent to which boards with expertise in related product markets, i.e., downstream (customer) or upstream (supplier) industries, delegate their monitoring and advisory functions to stock markets. Directors from related industries (DRIs) are argued to have greater access to information about the input and output product markets of the firm. This, in turn, is predicted to reduce the reliance on stock-based compensation, a costly mechanism, particularly for firms that depend more on information about product markets and whose stock prices are not very informative about product markets. The evidence documented in this paper is largely consistent with these predictions. A number of additional tests suggest that this evidence is not likely to be explained by the potential conflict of interests between the firm’s stockholders and DRIs. Hence, I conclude that boards with related industry expertise delegate to stock markets to an optimally lesser extent due to their informational advantages.

Essay 2: Stock-based CEO compensation following conglomerate acquisitions

Abstract: I examine how stock-based incentive compensation for the CEO is designed following corporate acquisitions conditional on the economic nature of the acquisition. Large acquisitions represent significant changes in the economic environment of the firm. Furthermore, these changes are more likely to occur with conglomerate acquisitions. Accordingly, implications of the two mainstream theories of incentive compensation, i.e., efficient contracting theory and agency theory, are tested separately for conglomerate acquisitions. The empirical tests generally show that stock-based compensation is employed more intensely after conglomerate acquisitions than otherwise. Overall, the results documented in this paper seem consistent with the notion that greater economic uncertainties that are likely to follow conglomerate acquisitions induce the board to rely more heavily on stock-based incentives, an external monitoring mechanism.