Contributions published at Corporate Finance Theory (Michel Habib)

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In spite of the fact that they can draw on a larger, more liquid and more diversiedpool of capital than the equity of reinsurance companies, nancial markets have failedto displace reinsurance as the primary risk-sharing vehicle for natural catastropherisk. We show that this failure can be explained by dierences in information gatheringincentives between nancial markets and reinsurance companies. Using a simple modelof an insurance company that seeks to transfer a fraction of its risk exposure eitherthrough nancial markets or through traditional reinsurance, we nd that the supplyof information by informed traders in nancial markets may be excessive relative to itsvalue for the insurance company, causing reinsurance to be preferred. We show thatwhether traditional reinsurance or nancial markets are ultimately selected dependscrucially on the information acquisition cost structure and on the degree of redundancyin the information produced. Limits on the ability of informed traders to protablytake advantage of their information make the use of nancial markets more likely.

Shareholder agreements govern the relations among shareholders in privately held firms, such as joint ventures and venture capital-backed companies. We provide an economic explanation for key clauses in such agreements 14namely, put and call options, tag-along and drag-along rights, demand and piggy-back rights, and catch-up clauses. In a dynamic moral hazard setting, we show that these clauses can ensure that the contract parties make efficient ex ante investments in the firm. They do so by constraining renegotiation. In the absence of the clauses, ex ante investment would be distorted by unconstrained renegotiation aimed at (i) precluding value-destroying ex post transfers, (ii) inducing value-increasing ex post investments, or (iii) precluding hold-out on value-increasing sales to a trade buyer or the IPO market.

We analyze the role of knowhow acquisition in the formation and duration of joint ventures. Two parties become partners in a joint venture to benefit from each other’s knowhow. Joint operations provide each party with the opportunity to acquire part of its partner’s knowhow. A party’s increased knowhow provides the impetus for the dissolution of the joint venture. We characterize the conditions under which dissolution takes place, identify the party that buys out its partner, determine the time to dissolution, establish its comparative statics, and examine the implications of knowledge acquisition for the desirability of joint venture formation.

When information is costly, a seller may wish to prevent prospective buyers from acquiring information, for the cost of information acquisition ultimately is borne by the seller. A seller can achieve the desired prevention through posted-priceselling, by offering prospective buyers a discount. No such prevention is possible in the case of an auction. We establish the result that the seller prefers posted-priceselling when the cost of information acquisition is high andauctions when it is low. We view corporatebonds as an instance of the former case, andgovernmentbonds as an instance of the latter.

Managers' information disclosure to firm's outsiders plays an essential role for mitigating information asymmetry and agency problems. The main objective of this thesis is to analyze the managers' reporting incentives in a broader context, while considering the preferences of behavioural investors and the active role of financial analysts as target setters in particular. Further, this thesis aims to study the optimal disclosure policy of different firms in the form of guidance and to analyze its influence on the efficiency of analysts’ earnings forecasts. Overall, this thesis contributes to the broad research on behavioural corporate finance studying the determinants and consequences of managers' decisions when managers and (or) investors suffer cognitive biases and (or) have behavioural preferences. The analysis focuses on the investors' preferences as described in the prospect theory of Kahneman and Tversky (1979) and neglects any cognitive biases that might lead to irrational decisions. The contribution of this thesis is threefold. First, this thesis contributes to the empirical literature on the relevance of thresholds by showing that reported performance, particularly around the zero target, influences the market value of a firm and in particular the investors' perception of the value generated by intangibles such as R&D investments. Second, the thesis extends the theoretical literature on earnings manipulation by analyzing the managers' reporting incentives in an inter-temporal strategic game with the analysts where the managers' payoff is determined by investors using the analysts' consensus forecast as a target when evaluating earnings reports. Finally, instead of adapting the view that agents suffer some cognitive limitations, this thesis contributes to the literature that seeks economic explanations for the analysts' underreaction by showing empirically that managerial guidance is capable to explain such inefficiencies in the analysts' forecasting behavior.

We treat information acquisition by potential investors in initial public offerings as endogenous. With endogenous information, the critical question is why underwriters would allow investors to spend resources acquiring superior information intended solely to effect a wealth transfer. We show that an investment banking syndicate is an institutional arrangement designed to avoid such a transfer. By inviting rival banks to share in the offering, a managing underwriter ensures they have a strong incentive to remain ignorant. We characterize the resulting outcome as one of symmetric ignorance. The desire to maintain symmetric ignorance is consistent with the observed passivity of nonmanaging syndicate participants.

We provide a direct estimate of the magnitude of agency costs in publicly held corporations. We compute an explicit performance benchmark that compares a firm's actual Tobin's Q to the Q* of a hypothetical value-maximizing firm having the same inputs and characteristics as the original firm. The Q of the average sample firm is around 16% below its Q*, equivalent to a $1,432 million reduction in its potential market value. We relate the shortfall to the incentives provided CEOs. Boards appear to grant CEOs too few shares and too many options that are insufficiently sensitive to firm risk.