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Abstract

This thesis consists of three parts that study separate subjects in corporate finance and corporate governance. The overarching theme is ownership by CEOs and other insiders. In the first part, which is co-authored work with Rüdiger Fahlenbrach, René M. Stulz, and Jerôme Taillard, we build the largest database of managerial ownership information ever used in the literature. We show that the empirical relation between a firm's Tobin's q and managerial ownership is systematically negative. When we restrict our sample to larger firms as in the prior literature, we confirm earlier findings of an increasing and concave relation between Tobin's q and managerial ownership. We show that cumulative past performance and liquidity can explain these seemingly contradictory results. Better performing firms have more liquid equity, which enables firms and insiders to more easily sell shares after the IPO, and they also have a higher Tobin's q. In the second part, I conduct the first large-scale empirical analysis of the pledging phenomenon among U.S. CEOs. Pledging allows the owner of shares to put them up as collateral to a third party in exchange for cash. I show that between 2007 and 2016, 7.6% of publicly listed U.S. firms disclosed that their CEOs had pledged company stock as collateral for a loan. On average, CEOs pledge 38% of their shares. The mean loan value is an economically sizeable $65 million. CEOs use the funds to either double down (6.0%), hedge their ownership (3.5%), or to obtain liquidity while maintaining ownership (90.5%). My event study results reveal that stock market participants view pledging as value-enhancing. Similarly, I find no evidence of its negative shareholder value consequences, except for CEOs who engage in significant pledging. In the third part, I provide the first in-depth analysis of U.S. pledging CEOs who faced margin calls. A margin call occurs whenever the value of collateral backing a loan falls below a certain pre-specified amount. I find that 15% of CEOs with margin loans have at some point faced margin-call-induced selling. The mean (median) drop in CEO ownership following margin-call-induced sales is 31.2% (22.0%). More than 87% of firms do not introduce any type of an anti-pledging policy post margin-call sales by their CEOs which could explain the absence of any major changes in CEO compensation contracts. Corporate policies in firms with CEOs who lost a sizeable ownership stake are not indicative of weakened incentives.

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