The Journal of Finance

On the Good News in Equity Carve‐Outs

Published: 12/01/1991   |   DOI: 10.1111/j.1540-6261.1991.tb04641.x

VIKRAM NANDA

The announcement of the sale of equity in a wholly owned subsidiary of a corporation is received by the market as good news about the value of the existing equity in the parent corporation. This is in stark contrast to announcements of other forms of public equity financing. We show that the apparent inconsistency between the market response to equity carve‐out announcements and other forms of equity financing can be easily understood in the Myers and Majluf (1984) framework. It is shown that firms that resort to an equity carve‐out will be firms that, on average, are being undervalued by the market.

Bond Insurance: What Is Special About Munis?

Published: 11/27/2005   |   DOI: 10.1111/j.1540-6261.2004.00698.x

VIKRAM NANDA, RAJDEEP SINGH

Close to 50% of municipal bonds are prepackaged with insurance at the time of issue. We offer a tax‐based rationale for the emergence of third‐party insurance of tax‐exempt bonds. We argue that insurance adds value as it allows a third party to become, in a probabilistic sense, an issuer of tax‐exempt securities. Insurance however reduces value by eliminating the possibility of a capital tax loss. While the net benefit from insurance increases with bond maturity, the benefit may not increase monotonically with default risk. We also provide empirical evidence supportive of the model's predictions.

The Strategic Role of Debt in Takeover Contests

Published: 06/01/1993   |   DOI: 10.1111/j.1540-6261.1993.tb04736.x

BHAGWAN CHOWDHRY, VIKRAM NANDA

In a takeover contest, the presence of bidders' existing debtholders, if they can be expropriated by issuing new debt with equal or senior priority, allows bidders to commit to bid more than their valuation of the target. Such commitment can be beneficial because it deters potential entry by subsequent bidders and may allow a first bidder to acquire the target at a bargain price. The cost is that if entry by subsequent bidders does nevertheless take place, because the first bidder has committed himself to bid high premia, a bidding war ensues resulting in offers that may involve excessive premia, i.e., bids that are larger than the bidders' valuation of the target.

Trading and Manipulation Around Seasoned Equity Offerings

Published: 03/01/1993   |   DOI: 10.1111/j.1540-6261.1993.tb04707.x

BRUNO GERARD, VIKRAM NANDA

We investigate the potential for manipulation due to the interaction between secondary market trading prior to a seasoned equity offering (SO) and the pricing of the offering. Informed traders acting strategically may attempt to manipulate offering prices by selling shares prior to the SO, and profit subsequently from lower prices in the offering. The model predicts increased selling prior to a SO, leading to increases in the market maker's inventory and temporary price decreases. Further, since manipulation conceals information, the ratio of temporary to permanent components of the price movements is predicted to increase.

Free Cash Flow, Shareholder Value, and the Undistributed Profits Tax of 1936 and 1937

Published: 12/01/1994   |   DOI: 10.1111/j.1540-6261.1994.tb04779.x

WILLIAM G. CHRISTIE, VIKRAM NANDA

In 1936, the Federal Government unexpectedly imposed a tax on undistributed corporate profits. Despite the direct costs of the tax, its announcement produced a positive revaluation of corporate equity, particularly among lower‐payout firms. We interpret this as evidence of a divergence between managerial and shareholder preferences regarding dividend payout policies, consistent with the presence of agency costs. We also find that despite the incentives created by the tax, the actual growth in dividends during 1936 was lower among firms judged more likely to be subject to higher agency costs after controlling for liquidity, debt, and the growth in earnings.

Are Incentive Contracts Rigged by Powerful CEOs?

Published: 09/21/2011   |   DOI: 10.1111/j.1540-6261.2011.01687.x

ADAIR MORSE, VIKRAM NANDA, AMIT SERU

We argue that some powerful CEOs induce boards to shift the weight on performance measures toward the better performing measures, thereby rigging incentive pay. A simple model formalizes this intuition and gives an explicit structural form on the rigged incentive portion of CEO wage function. Using U.S. data, we find support for the model's predictions: rigging accounts for at least 10% of the compensation to performance sensitivity and it increases with CEO human capital and firm volatility. Moreover, a firm with rigged incentive pay that is one standard deviation above the mean faces a subsequent decrease of 4.8% in firm value and 7.5% in operating return on assets.

Does Poor Performance Damage the Reputation of Financial Intermediaries? Evidence from the Loan Syndication Market

Published: 11/14/2011   |   DOI: 10.1111/j.1540-6261.2011.01692.x

RADHAKRISHNAN GOPALAN, VIKRAM NANDA, VIJAY YERRAMILLI

We investigate the effect of poor performance on financial intermediary reputation by estimating the effect of large‐scale bankruptcies among a lead arranger's borrowers on its subsequent syndication activity. Consistent with reputation damage, such lead arrangers retain larger fractions of the loans they syndicate, are less likely to syndicate loans, and are less likely to attract participant lenders. The consequences are more severe when borrower bankruptcies suggest inadequate screening or monitoring by the lead arranger. However, the effect of borrower bankruptcies on syndication activity is not present among dominant lead arrangers, and is weak in years in which many lead arrangers experience borrower bankruptcies.