Employee representation and financial leverageI Chen Lina , Thomas Schmida,, Yuhai Xuanb a University of Hong Kong, Faculty of Business and Economics b Harvard Business School Abstract German law mandates that firms’ supervisory boards consist of an equal number of employees’ and owners’ representatives. This law, however, applies only in firms with over 2,000 domestic employees. Exploiting this discontinuity for identification, we find that employee power increases financial leverage. We explain this by a supply side effect: as banks’ interests are similar to those of employees, higher employee power reduces agency conflicts between firms and debt providers. Supportive evidence comes from bank ownership: using the capital gain tax reform as exogenous shock, we find that equity holdings of banks and employee codetermiation are substitutes. Lower cost of debt, longer debt maturities, smaller loan syndicates, fewer covenants, and less financial constraints of codetermined firms also point towards an alignment effect. Analyzing M&A decisions, cash flow and profit stability, and idiosyncratic risk reveals lower firm risk as a possible channel for this alignment. Keywords: Capital structure, financial leverage, employee representation, labor rights, bank ownership, tax reform JEL: G30, G32 I We thank Tarun Chordia, Craig Doige, Andrew Ellul, Jarrad Harford, Macin Kacperczyk, Ross Levine, Kai Li, Randall Morck, Paige Ouimet, Francisco Perez-Gonzalez, Sheridan Titman, Neng Wang, and participants of the 2015 WFA conference for helpful comments. Please send correspondence to Thomas Schmid, E-Mail: [email protected]. August 5, 2015 1. Introduction Modern corporate finance often assumes a limited influence of employees on firm policy. At most, an indirect influence via labor unions which can, for instance, organize strikes to enforce their interests is considered. In this paper, we exploit a unique setting that grants employees a direct voice in the firm: the German law on codetermination. This law mandates that the supervisory board of a firm, which is similar to the board of directors, has to consist of an equal number of owners’ and employees’ representatives. We refer to this as parity employee representation (PER).1 This, however, only applies if the firm has more than 2,000 domestic employees. The discontinuity around this threshold allows us to identify the effect of employee power on financial leverage. Due to their presence on corporate boards, employee representatives are well informed and able to exert direct pressure on executive managers. We hypothesize that their direct voice reduces agency conflicts between banks and firm’s owners and managers. Although employee representatives aim to protect the interests of the firm’s employees in the first place, they may unintentionally also represent the interests of banks. The reason for this is that both employees and debt providers have a strong interest in the long-term survival and stability of the firm. If this hypothesis holds true, we expect firms with PER to have higher financial leverage and more favorable financing conditions. A graphical analysis provides first evidence for a positive jump in financial leverage around the threshold of 2,000 domestic employees. Our main empirical method is a regression discontinuity design around this threshold. In particular, we compare firms that are slighting above the threshold with those slightly below. We assume that these firms are similar in all dimensions except their level of employee representation. The regression discontinuity approach confirms that firms with PER have a higher financial leverage if compared to firms without strong employee power. Both the statistical and economic significance of this result are strong. In particular, we find that the financial leverage is about 10% higher in firms with PER. Three potential threats to our identification strategy arise. First, firms may try to strategically stay below the threshold of 2,000 domestic employees. However, an analysis of the distribution of domestic employees in our sample provides no indication for any discontinuity around this threshold. Second, firms may need some time to adjust their boards when growing above or shrinking below this threshold. Explicitly considering this timing lags, however, leads to even stronger results. Third, 1 An alternative term for parity employee representation is parity codetermination. We use both terms interchangeably in this paper. 1 the results may be related to an increase in firm size around the threshold. Although we consider this as unlikely as we control for the number of domestic employees up to polynomial four on both sides of the threshold, we also perform a placebo test with randomly chosen thresholds. These tests show that financial leverage only increases around the threshold of 2,000 domestic employees which triggers PER. To investigate whether this finding is indeed related to an interest alignment effect between debt providers and firms, we perform several additional tests. The first test focuses on a possible substitute for PER which also allows banks to directly enforce their interests: bank ownership. As ownership itself is very likely endogenous, we exploit the capital gain tax reform in 2000 as an exogenous shock which reduced equity holdings of German banks. Our results indicate that employee power and bank ownership are substitutes because the impact of PER increased after the tax reform. This effect is especially pronounced for firms which had bank ownership beforehand. Second, we analyze cost of debt and find—in line with the view that employee power reduces agency conflicts between firms and banks—that firms with higher employee power have significantly lower loan spreads. Furthermore, these firms have longer debt maturities, smaller lender syndicates, and fewer covenants. We also provide evidence that parity codetermiation relaxes financial constraints, i.e., it decreases firms’ cash flow sensitivity of cash. A possible channel for this interest alignment effect is firm risk. To shed light on this possible channel, we start by analyzing firms’ investment decisions, i.e., their M&A deals and capital expenditures. In line with our expectations, we find that codetermined firms are less likely to conduct M&A deals. Furthermore, they tend to focus on value-increasing deals if they engage in M&A activities. We also present evidence for lower capital expenditures in firms with more employee power. After that, we demonstrate that cash flows and profits of these firms are less volatile. Lastly, firms with PER also have lower idiosyncratic risk. Thus, higher stability of codetermined firms provides a possible explanation for their interest alignment with debt providers. The remainder of this paper is structured as follows. The legal situation in Germany, our empirical strategy, and theoretical consideration are summarized in Section 2. The dataset is presented in Section 3. In Section 4, we show the results for the relationship between PER and financial leverage. We also investigate possible identification threats and the general robustness of the results. We shed light on interest alignment between banks and firms with PER in Section 5 and possible channels for such alignment in Section 6. Finally, Section 7 concludes by summarizing the findings and their implications. 2 2. Setting 2.1. Parity employee representation in Germany The regulation of labor differs across countries (Botero et al., 2004). In this paper, we focus on Germany as a country with a rather stringent labor regulation. In general, public companies in this country have a two-tier board system with a management and supervisory board (“Vorstand” and “Aufsichtsrat”). The former consists of executive managers which are responsible for the daily business. The members of the supervisory board have, among others, the duty to supervise the executive managers (§111, 1 AktG). Furthermore, they elect the members of the management board for at most five years, with the possibility of re-election (§84, 1). Overall, the supervisory board has a similar role as the board of directors. Employee representation in corporate boards of German firms is regulated by the law on codetermination (“Mitbestimmungsgesetz, MitBestG) which came into force in 1976. This law applies for public and private firms with more than 2,000 domestic employees (§1).2 For the calculation of the number of domestic employees, all firms within one group of companies, i.e., those of the parent company and all subsidiaries are considered (§5, 1). For firms which exceed this threshold, the law mandates that the supervisory has to consist of an equal number of owners’ and employees’ representatives (§7).3 We refer to this equality as parity employee representation (PER) or parity employee codetermination in this paper.4 Several other paper also focus on the effects of codetermination in Germany. One strand of this literature argues that codetermination has no or a negative impact on firm valuation and performance (e.g., Benelli et al., 1987; FitzRoy and Kraft, 1993; Gorton and Schmid, 2004). Gurdon and Rai (1990), however, conclude that productivity declined for firms with codetermination, but their profitability increased. Evidence for an inverse U-shaped relation between firm value and employee representation is reported by Fauver and Fuerst (2006). Renaud (2007), who also 2 Some firms are exempt from the law (§1, 4). In our dataset, this is only relevant for firms which focus on news reporting, e.g., publishing companies, which we drop from the sample (see Section 3.1). 3 The chairman of the board is elected by the owners’ representatives, whereas the employee representatives elect the vice-chairman (§27). As the chairman has two votes in case of a tie, owners have slightly more power than employees (§29). 4 Companies with less than 2,000, but more than 500 domestic employees are regulated by the onethird codetermination law (“Drittelbeteiligungsgestz”, DrittelbG). This law states that one-third of the supervisory board has to consist of employee representatives. However, the power of this law is much weaker if compared to the MitBestG due to several reasons: (i) one-third codetermination can more easily be ignored by owners representatives than parity codetermination, (ii) the law does not apply for some legal forms, (iii) employees of other firms in the group of companies are not necessarily considered (§2, 2 DrittelbG). The last two aspects allow firms to strategically avoid onethird codetermination. These possibilities do not exist for parity codetermination (Rieble, 2006). 3 provides an overview on other empirical studies which exploit the German codetermination, finds that codetermination increases both productivity and profitability. With regard to corporate policy decisions, Kraft et al. (2011) finds no evidence that codetermination affects innovation activities. Kim et al. (2014) show that higher employee power protects skilled workers against layoffs during industry shocks.5 2.2. Empirical strategy Our empirical strategy is based on a regression discontinuity design. Such designs have been frequently applied in empirical finance research (e.g. Chava and Roberts, 2008; Bakke and Whited, 2012; Cuñat et al., 2012; Natividad, 2013). A detailed discussion of this methodology is, among others, provided by Lee and Lemieux (2010). In this paper, we exploit for identification that German firms have to establish parity codetermination by law as soon as the number of domestic employees exceeds 2,000. This setting ensures that the establishment of parity codetermination is not a voluntary decision of the firms’ owners or manager.6 Rather, German law mandates that: 1 if DEi,t > 2000 PERi,t = 0 if DE ≤ 2000 i,t where i indicates firms and t years. Methodologically, we follow a parametric strategy and limit the sample to firms with around 2,000 domestic employees for most of our tests. In particular, we use a range of 1,000 to 3,000 employees for our empirical tests. The choice of this range is a tradeoff between accuracy and number of observations. This range results in about 160 firms and 700 firm-years in our main models. The fact that we have only few observations which are exactly at the cutoff point of 2,000 domestic employees is also the reason why we do not apply local, non-parametric estimation methodologies. Instead, we estimate the causal effect of 5 Valuation and performance consequences of labor power have also been studied outside Germany. For example, Faleye et al. (2006) investigate various dimensions and find, among others, that labor-controlled firms have lower firm value and less risk taking. Atanassov and Kim (2009) document a dark side of employee power as strong union laws protect not only workers but also under-performing managers. Ginglinger et al. (2011), however, find that employee directors increase firm valuation and corporate performance. With regard to firm policy, Bradley et al. (2013) find that unionization leads to a decline in patent quantity and quality, whereas Acharya et al. (2014) reports that wrongful discharge laws spur innovation. Chyz et al. (2013) provide evidence for a negative relationship between firms’ tax aggressiveness and union power and Chen et al. (2014) report that firms with stronger labor power repurchase fewer shares. Another strand of the literature focuses more generally on the relationship between labor regulation and economic indicators (e.g., Botero et al., 2004; Besley and Burgess, 2004; Propper and Van Reenen, 2010). 6 Firms with less than 2,000 domestic employees could voluntarily establish parity codetermination. This is, however, very unlikely as it would require that the firms’ owners voluntarily reduce their power in the supervisory board. 4 parity employee representation on leverage with the following empirical model: −→ Levi,t = α + β ∗ PERi,t−1 + ν∗ X i,t−1 + 4 P p=1 γp ∗ Api,t−1 + 4 P p=1 δp ∗ Api,t−1 ∗ T0|1 + i,t Ai,t = DEi,t − 2000 where Levi,t is the leverage of firm i in year t, PER is a dummy which equals one for parity employee representation, X is a vector of standard control variables (i.e., firm-specific factors like size, industry, and year dummies), and A is the assignment variable. In our case, this is the number of domestic employees minus 2,000, i.e., we center it at the threshold. We include the assignment variable as polynomials of degree four. This functional form controls for any direct impact of domestic employees on leverage around the threshold. Lastly, we interact the assignment variable with a dummy T which equals one if the number of domestic employees exceeds 2,000 to control for a potentially different effect of the number of domestic employees on leverage on both sides of the threshold. The coefficient which we are mainly interested in is β. This captures the discontinuous effect of parity employee representation on leverage at the threshold. To summarize, we focus on firms with between 1,000 and 3,000 domestic employees (“bandwidth”). We include the centered number of domestic employees up to polynomial four as controls (“functional form”). We also allow for a different functional form on both sides of the threshold. This functional form captures the continuous effect of the number of domestic employees (“assignment variable”) on the outcome variable leverage. The discontinuous effect (i.e., the jump) at the threshold is thus captured by the coefficient for PER. Lastly, we winsorize the variables at the 1 and 99% level to restrict the impact of outliers. 2.3. Theoretical considerations Prior literature on financial leverage and employee power mainly argues that firms use debt as strategic bargaining tool. For example, they may increase leverage before negotiations with employees to improve their bargaining position. Theoretical and empirical evidence for this view is provided by Bronars and Deere (1991), Perotti and Spier (1993), and Matsa (2010). Similarly, Klasa et al. (2009) show that firms in highly unionized industries hold less cash to improve their bargaining position and Benmelech et al. (2012) finds evidence that firms use the threat of pension reduction in negotiations with labor.7 7 Another related literature strand focuses on workers’ unemployment risk. For example, Agrawal and Matsa (2013) show that firms choose conservative financial policies, e.g., low leverage, also to mitigate workers’ exposure to unemployment risk. Thus, higher unemployment benefits increase financial leverage. By contrast, Simintzi et al. (2014) conduct a cross-country study and document 5 These papers focus mainly on an indirect influence of labor on firm policy, e.g., via industry-level unionization. By contrast, we investigate a direct influence of employees on corporate decision due to their representation in the firm’s supervisory board. In this setting, the use of debt as strategic bargaining tool is unlikely due to three reasons. First, employee representatives in the supervisory board have the duty to monitor executive managers (§111, 1 AktG). If debt levels are high and employees are concerned about their jobs, their representatives are more likely to monitor executive managers tightly. Thus, executive managers have incentives to choose conservative debt levels to escape tight monitoring. Second, employee representatives can threaten executive managers with not re-electing them if they disagree with the firm’s financial policy (§84, 1). Again, they are likely to prefer conservative levels of debt to increase job safety. Third, the representatives of the employees possess insider knowledge about the firm’s need for debt because they have the right to inspect the firm’s internal documents (§111, 2). Thus, above optimal debt levels in order to improve managers’ or owners’ bargaining position are difficult to justify for them. Rather, we hypothesize that another effect plays a major role in this setting: reduced agency conflicts between the firm’s owners and managers on the one side and banks on the other. While managers and owners have incentives for myopic and/or selfish behavior, both banks and employee representatives are interested in the long-term survival and stability of the firm to secure jobs and debt repayments. Fauver and Fuerst (2006) argue in this context that “labor representation introduces a highly informed monitor to the board that reduces managerial agency costs (such as shirking, perk-taking, and excessive salaries) and private benefits of blockholder control” (p. 680). Thus, labor representatives who aim to protect the interests of the firm’s employees may (unintentionally) also represent the interests of banks. Due to this interest alignment effect between banks and firms with employee representatives, we expect that parity codetermination enables firms to access bank debt more easily and at more favorable conditions. Among others, this may lead to higher debt ratios, lower interest rates, and less financial constraints. 3. Data 3.1. Sample construction Our dataset contains private and public German firms between 2005 and 2013. The sample construction is based on data from Hoppenstedt GmbH, a commercial that higher employment protection reduces leverage. Furthermore, Chen et al. (2012) find that firms in more unionized industries have lower bond yields. 6 provider of business information for German firms. The final dataset is constructed in several steps. First, we start with all medium-sized and large firms for which consolidated financial statements are available in the Hoppenstedt database. We identify a firm’s legal form and SIC code and subsequently exclude non-profit companies and firms from the financial services industry (SIC 6000-6999). In a second step, ownership data are received directly from Hoppenstedt. As corporate policy decisions are made on the holding company level and any decision-making on the subsidiary level is not independent of the overall corporate strategy, we eliminate companies that are subsidiaries of a domestic or foreign business group and companies for which ownership data is not available. Furthermore, we do not consider firms if federal entities own more than 75% of voting rights. In a third step, we construct the final panel dataset which includes data from firms’ balance sheets and profit and loss statements, which is also obtained from Hoppenstedt. Overall, this results in more than 10,000 firm-year observations. Our identification strategy is based on the discontinuity around the threshold of 2,000 domestic employees. Thus, our main focus lies on firms which are “close” to this threshold. As explained in Section 2.2, most or our tests are conducted for firms with between 1,000 and 3,000 domestic employees. For the construction of this sub-sample, we have to identify the number of domestic employees for each firm-year in the sample. Although there is a data field for the number of total employees in the Hoppenstedt database, this information is missing for a considerable number of firm-years. Thus, we manually complement this information for firms which are likely within this range.8 After that, we manually check whether firms have parity employee representation for this sub-sample and construct the dummy variable per. For firms with more than 3,000 (less than 1,000) domestic employees, we assume that per equals one (zero). Next, we drop several observations from our sample. First, we eliminate firmyears in which a firm newly introduces or abolishes parity employee representation (17 observations). After that, firms which focus on news reporting, e.g., publishing companies, are dropped because they are exempt from parity employee representation (cf. §1, 4 MitBestG). The final sample for which we have data on domestic employees contains 2,338 firm-years from 398 different firms. If we focus on our main sample with firms around the threshold, i.e., with between 1,000 and 3,000 domestic employees, we end up with 817 firm-years from 164 firms. 8 In particular, we search for this number in the firms’ annual reports for all firms with more than 1,000 and less than 6,000 total employees (because a fraction of less than 50% domestic employees is very uncommon) if the information is missing. Firms’ annual reports are obtained from their websites and from the Hoppenstedt database, which also includes reports from firms which do not exist anymore. 7 3.2. Main variables Data for the construction of our leverage measure and the control variables also comes from Hoppenstedt. Due to the fact that our sample also includes private firms, we apply a leverage measure based on book values of debt and equity. Thus, leverage is defined as total debt divided by total debt plus book value of equity. Total debt includes current and long-term liabilities and excludes provisions and accruals. Several control variables are applied in our analysis. Their inclusion is motivated by Frank and Goyal (2009). size is the natural logarithm of a firm’s total assets. tangibility is long-term tangible assets divided by total assets. roa measures profitability is is calculated as EBIT divided by total assets. As proxy for growth opportunities, we include Tobin’s Q (tobq). As our sample also covers private firms, we use the mean of this variable in an industry and year. Furthermore, we also control for listing. This dummy equals one for public firms and zero for private companies.9 In the German environment, private firms can (mostly) choose to apply local or international GAAP. Thus, we include accounting standard which equals one if a firm applies international accounting standards and zero otherwise. Year as well as industry-fixed effects based on the Fama/French 17 industries classification are included in all regressions. As explained in Section 2.2, we also include the centered number of domestic employees as well as higher orders on both sides of the cut-off point. The detailed definitions of all relevant variables as well as their sources are summarized in Appendix A. Descriptive statistics for our main sample with 1,000 to 3,000 domestic employees can be found in Table 1. The average firm in our sample has 1,785 domestic employees, a leverage ratio of 0.53, and 744 million e total assets. Furthermore, it has about 30% tangible assets and an EBIT to total assets ratio of 8%. About one-fourth of all firms have parity codetermination and one-third are stock market listed. Regarding accounting standards, about half of the firms follow international guidelines. The average Tobin’s Q in our sample is 1.3. — Table 1 about here — 4. Leverage 4.1. Parity employee representation and financial leverage Before we investigate the relationship between parity employee representation (PER) and leverage with a regression discontinuity design, we focus on a graphical 9 We define a firm as public if its shares are listed on a regulated European market or on an exchange regulated market. All German stock exchanges are taken into consideration for the definition of a firm’s stock market listing status. The construction of this variable is based on data from Hoppenstedt’s database, ad-hoc releases, and press reports. 8 evaluation. In Figure 1 we first display the mean financial leverage for bins of 50 employees between 1,000 to 3,000 domestic employees.10 As PER is mandated by law for firms with more than 2,000 domestic employees, we expect a discontinuity at this threshold. Indeed, we find an increase in leverage if the number of domestic employees exceeds this threshold if we use quadratic (a) or linear fitting (b). We observe a similar pattern if we use bins of 100 instead of 50 employees in (c) and (d). Thus, these graphical evaluations provide first indication that PER leads to higher financial leverage ratios. — Figure 1 about here — The main regression discontinuity analysis is presented in Table 2. As explained in Section 2.2, we exploit that PER is required by law in firms with more than 2,000 domestic employees for identification. Thus, we include an indicator variable for PER and use our main sample with firms between 1,000 and 3,000 domestic employees. We indicate in each column of the table if and how we control for the number of domestic employees. We start without any controls for domestic employees in model I. After that, we subsequently add more controls. For example, we include the centered number of domestic employees, the squared centered number, and both variables interacted with a dummy for 2,000 domestic employees in model IV. Our main model with polynomials up to order four on both sides of the threshold is presented in model V. In all models, we find strong and consistent evidence that PER increases financial leverage. The magnitude of this effect is above 10% percent in absolute terms. Given the sample mean leverage of 0.5, this represents a relative difference of about 20%. Thus, the positive impact of PER on financial leverage is not only statistically significant, but also economically relevant. For the control variables, we find—in line with Frank and Goyal (2009)—a negative sign for profitability. The other control variables are mainly insignificant, which may be explained by the fact that we use a rather narrow sub-sample. A more detailed discussion of the control variables is provided in Section 4.3. — Table 2 about here — 4.2. Identification threats Three concerns may arise with our identification strategy. First, firms could strategically stay below the threshold of 2,000 domestic employees to avoid PER. 10 We exclude firm-years with more than 2,000 domestic employees but no parity employee representation and those with less than 2,000 but parity employee representation. The reasons for these law deviations are in nearly all cases timing delays. A more detailed discussion of this aspect is provided in Section 4.2. 9 This, however, would imply that both the firm’s owners and managers are willing to forgo future growth. We argue that this is not very plausible. Rather, owners and managers are well aware that they cannot avoid codetermination if they want the firm to grow. Thus, there is no reason to strategically reduce firm growth just to postpone PER. Nevertheless, we perform a graphical evaluation to investigate whether there is a discontinuity in the distribution of domestic employees around 2,000. If firms stay below the threshold to avoid PER, we would expect to see a disproportionally high number of firms just below the threshold and a low number thereafter. The results are presented in Figures 2. Not surprisingly, the number of firm-years slightly declines as domestic employees and thus firm size increases. We find, however, no indication of any discontinuity around 2,000 domestic employees. A kernel density estimate (green line) also provides no indication. Thus, we argue that it is very unlikely that firms strategically stay below this threshold to avoid PER. — Figure 2 about here — A second potential concern is related to timing issues. If a firm grows above 2,000 domestic employees, it may take some time before its supervisory board is newly constituted to comply with PER. The same applies if a firm shrinks below the threshold. To investigate this, we analyze how many percent of all firms have PER dependent on the number of domestic employees. The results is shown in figure 3. As expected, there is a small number of firm-years with less than 2,000 domestic employees but PER. Similarly, we find some observations above the threshold without PER. However, for the vast majority of firms the composition of the supervisory board complies with the law on codetermination. To investigate if these rare deviations bias our findings, we re-run our regressions and exclude those cases where a firm with more than 2,000 domestic employees has no PER (36 observations) or a firm without 2,000 domestic employees has PER (14 observations). The result is shown in Table 3, model I. As before, we find strong evidence that PER leads to higher leverage. The coefficient for PER is even higher as before (0.20 vs. 0.15). Thus, we conclude that timing issues are unlikely to bias our results. — Figure 3 about here — The third potential concerns is that our prior results capture a size effect due to an increase in the number of (domestic) employees. Although we consider this as unlikely as we include various controls for the number of domestic employees, we also perform a placebo test. If prior results were not related to PER, but to a general effect due to an increase in the number of domestic employees, we would 10 expect to find similar outcomes around other thresholds which have nothing to do with PER as well. We start with 1,500 and 2,500 domestic employees as such alternative thresholds for the placebo test in model II of Table 3 and restrict the sample to firm-years with threshold +/- 1,000 domestic employees. We find no indication that leverage changes around these two thresholds. We also perform a placebo test with a threshold of 2,000 total employees. As explained before, the German law on codetermination focuses only on the number of domestic, not total employees. Consequently, we find no evidence that leverage changes around this threshold. Thus, this placebo test provides further evidence that our prior result is indeed related to PER which is triggered by the threshold of 2,000 domestic employees. — Table 3 about here — 4.3. Robustness tests The choice of 1,000 and 3,000 as lower and upper bounds for our main sample is to some extent arbitrary. To reduce concerns that their specification biases or drives our results, we also present the outcome for different thresholds. Results are shown in Table 4. We first consider firms with between 1,700 and 2,300 domestic employees. After that, we extend the bounds to 1,400 and 2,600. In the third model, we use an asymmetric range of 1,400 to 3,000 to account for the fact the number of firms decreases with domestic employees. In the last model, we impose no specific restrictions and include all sample observations. Overall, the results for all windows confirm our prior findings. The coefficient is similar as before and ranges from 0.11 to 0.19; the statistical significance is 1% for all windows. Thus, we argue that the choice of specific thresholds does not drive our findings. — Table 4 about here — As more general robustness test, we first adjust the way how we control for industry effects. In particular, we include industry-year fixed effects instead of industry and year fixed effects; after that, we apply the more fine grained Fama/French 38 industries classification (instead of 17 industries). Results in model III of Table Appendix B show that neither of these two variations has a significant impact on the outcome. We also restrict the sample to listed firms in model IV. As can be seen, the PER effect also exists in this sub-sample. We thus argue that our approach to consider also private firms, which are less frequently investigated in empirical research, does not bias our results. Lastly, we investigate whether our results depend on the database which we use to construct our leverage measure and the control variables. As explained in 11 Section 3.2, we mainly rely on data from the Hoppenstedt database, which provides data on balance sheets and profit and loss statements of public and private German firms. Both coverage and quality of the data are guaranteed as Hoppenstedt relies on several sources, e.g., direct contact with the companies and the electronic Federal Gazette where firms have to file their annual reports (§325 HGB). Nevertheless, this database is not common in empirical research. Thus, we perform several tests to ensure that our results are not biased by using this database. In particular, we first investigate whether the control variables are similar as in other studies; after that, we replace Hoppenstedt data with data from Worldscope. In all models, we focus on listed firms as this is more common in empirical capital structure research. Results are shown in Table Appendix C. In model I, we include all firm-years, independent of the number of domestic employees, to see whether the control variables are in line with prior literature. We find positive and significant effects for size and tangibility; the opposite is true for profitability and Tobin’s Q. All these findings are in line with Frank and Goyal (2009). Next, we use data from the Worldscope database which only includes information on public firms to measure leverage (model IIa) or to construct all variables (IIb). The magnitude and significance of PER is very similar as if we use Hoppenstedt data for public firms (model II, Table Appendix B). As last variation, we analyze market leverage based on Worldscope data in model III. Again, we find similar results for parity codetermination. Overall, we conclude that our results are not biased by using the Hoppenstedt database. 5. Interest alignment We hypothesize that our results can be explained by an interest alignment effect between debt providers and firms with higher employee power. To shed light on this, we now analyze how bank ownership affects the impact of PER on leverage. After that, we investigate whether parity codetermination has an impact on firms’ interest rates, loan characteristics, and financial constraints. As before, we use a regression discontinuity design around the threshold of 2,000 domestic employees. 5.1. Bank ownership If our results can be explained by an interest alignment effect we expect that PER is mainly important in firms in which banks have no direct voice. If banks have other channels to directly influence firm policy, PER should be of minor importance. One such channel, which is not uncommon in the German environment, is bank ownership (Gorton and Schmid, 2000).11 Equity stakes enable banks to affect firm 11 Another channel which banks may use to exercise power during annual shareholder meetings is proxy voting. Germany has a long-lasting tradition that small individual investors transfer their 12 policy more effectively than being just debt provider, e.g., via a seat as firm owner in the supervisory board. Consequently, we hypothesize that the effect of PER is reduced if a bank holds equity of the firm. The empirical challenge, however, is that bank ownership is likely endogenously determined. Thus, simply analyzing actual bank ownership may lead to biased results. Our main empirical strategy to circumvent this problem is based on an exogenous event which reduced bank ownership in Germany: the capital gain tax reform in 2000. 5.1.1. Capital gain tax reform The first announcement of plans for a capital gain tax reform took place shortly before Christmas 1999. The basic idea was to abolish the capital gain taxes if corporates sell their equity stakes of other other corporates. In Germany, banks and also insurance firms frequently held equity stakes in industrial firms. The origin of these holdings often went back to the time after World War II (Edwards et al., 2004). The announcement of plans to reduce capital gain taxes led to a massive increase in stock prices of financial service companies. For instance, Edwards et al. report that stock prices climbed 18% for Munich Re, 13.6% for Deutsche Bank, and 12.9% for Allianz. The reduction of equity holdings of banks and insurance companies, which were commonly regarded as the centerpiece of cross-links between German cooperation (also called “Deutschland AG”) was one of the aims of the tax reform.12 The law came into force on January 1, 2001; the capital gain tax, however, was not abolished before January 1, 2002. After this date, German banks and insurance companies could sell their equity stakes without paying taxes. As capital gain taxes could be close to 50% of the value of the equity holding before the reform, this represented a fundamental change and led to a huge wave of equity divestitures (Von Beschwitz and Foos, 2013). We exploit this event as an exogenous voting rights to the banks in which their shares are deposited. This channel, however, is less relevant in our setting. First, our sample covers private and small to medium size public firms with rather low free float (on average, the free float in our sample is below 20%). Proxy voting is mainly relevant for large listed firms with high free float and no blockholders. Second, corporate governance reforms before our sample period (e.g., the KonTraG in 1998) imposed restrictions for proxy voting and made this less attractive and more costly for banks. In fact, many banks even stopped offering this service to their customers (Winkler, 2006, p. 179). Third, the law requires banks to vote in the best interest of stock owners. Fourth, it is not clear whether banks use proxy voting to enforce their interest in practice. Gorton and Schmid (2000) find “no evidence that banks use proxy voting to further their own private interests or, indeed, that proxy voting is used at all” (p. 70). They also provide a more detailed overview on proxy voting in Germany. 12 From February until May 2000, the German Parliament discussed the draft law. Although the opposition was against the draft, the majority of the governing parties led to an acceptance. Before coming into force, the German constitution requires that not only the Parliament, but also the Federal Council has to approve the law. Due to the fact that the Federal Council was dominated by the opposition parties, the law was rejected in June 2000. After several adjustments, the Federal Council finally approved the law on July 14, 2000. 13 shock on ownership of German banks in industrial firms. 5.1.2. Data Because the event took place on January 1, 2002, we cannot use our main sample which starts in 2005. Rather, we construct a second sample which covers 1996 to 1998 as pre-event period and 2002 to 2004 as post-event period. We do not consider years between 1999 and 2001 as the tax reform was discussed but not yet in force in this period. As data availability and quality for private firms in this period is very poor, we consider only firms which were stock market listed. In particular, our sample consists of firms which have been in the CDAX (the broadest German stock index) for at least three years during our sample period. We then exclude financial service companies and firms focusing on news publishing. For the remaining firms, we retrieve ownership information from the yearly versions of the Hoppenstedt Aktienfürer (either on CD-ROM or as book) and accounting data from Worldscope. Unfortunately, there is no data item for the number of domestic employees. Thus, we collect data on domestic employees and employee representation manually from the firms’ annual reports (which are obtained from the firms’ websites and the filings database of ThomsonReuters). Overall, we find information on the number of domestic employees and employee representation for 565 firm-years from 125 firms. 5.1.3. Results Our empirical strategy exploits that equity holdings of German banks decreased after the capital gains tax reform. We find that the mean ownership of German banks13 dropped significantly from about 3.5% to only 2% between the pre- and post-event period (see Figure 4). To analyze the interplay between codetermination and bank ownership, we interact PER (as of before the reform) with an indicator variable for the post-event period. If PER and bank ownership were substitutes, we expect that the influence of PER increases after the tax reform. — Figure 4 about here — Empirical results are presented in Table 5. We focus again on firms with between 1,000 and 3,000 domestic employees. We start with a OLS regression in model Ia. As in our main models, we include the centered number of domestic employees up to polynomial four on both sides of the threshold as controls. As expected, we find that the impact of PER increased after the tax reform. As an alternative specification, we also perform a firm-fixed effects regression in model Ib. In contrast to our main 13 We only consider German banks as foreign banks were not affected by the tax reform. 14 models, in which per is rather constant over time, we are now able to exploit timeseries variation due to the tax reform. Please note that PER is omitted in this model because is measures before the reform and thus time constant. The results are similar as for the OLS model. As further variation, we also interact the post event indicator variable with the controls for the number of domestic employees in model Ic. Again, the results point in the same direction. Thus, all specifications clearly show that the impact of PER increased after the tax reform. In a second step, we also take pre-event bank ownership into account. The increased importance of PER after the reform should be especially pronounced for firms which had a bank as owner in the pre-event period. Thus, we include a triple interaction term between a dummy indicating if the firm had a bank as owner before the reform, PER, and a post-event indicator variable. As the number of firms which have bank ownership is limited, we consider all sample firms for this test, i.e., also firms for which we do not know the number of domestic employees. Consequently, we cannot control for the number of domestic employees in these models. We start with a pooled OLS regression in model IIa and find that the impact of PER increased especially for those firms that had bank ownership before the reform. Alternatively, we again apply a firm-fixed effects design in model IIb in which all time-constant variables are omitted; the results, however, are similar as for the OLS model. Overall, interest alignment due to PER seems to be of reduced importance whenever banks have a direct voice within the firm through their equity stakes. This provides evidence for a substitution effect between bank ownership and PER with regard to interest alignment. — Table 5 about here — 5.2. Interest rate If there is an interest alignment between banks and firms with higher employee power, we further expect more favorable financing conditions for those firms. Thus we analyze firms’ cost of debt and expect lower loan spreads for codetermined firms. As empirical proxy for the cost of debt we use data on syndicated loans from Dealscan.14 Unfortunately, the number of firms from our main sample for which we find loan spreads is rather low. Thus, we do not impose any restrictions on the number of domestic employees for this test. This results in about 253 loans from 61 different firms. Additionally to the variables in the leverage models, we include controls for leverage and default risk. The latter is approximated by the Z-score. All firm-specific independent variables are lagged one year (i.e., they refer to the 14 For this, we manually match the sample firms to Dealscan by firm name. For cost of debt we focus on the all-in-drawn spread (spread). 15 last available annual report before the loan). Furthermore, we also control for deal purpose and amount. Results are presented in Table 6. Due to the rather small number of observations, we first control for industry and year effects by including the industry-year mean spread instead of using industry and year fixed effects. In the further models, we include year-fixed effects, industry-fixed effects, and then both. All models provide strong and consistent evidence that employee representation reduces cost of debt. The magnitude of cost of debt reduction is around 1.5%. Thus, the impact of PER on cost of debt is not only statistically significant, but also economically relevant. — Table 6 about here — 5.3. Loan characteristics Besides the spread, we also investigate other loan-level information from Dealscan. We focus on debt maturity, the number of lenders in a syndicate, and covenants. In all regressions, we control for the deal purpose and amount. Based on the interest alignment hypothesis, we first expect that PER increases debt maturity. Results are shown in Table 7 support this view. With regard to the number of lenders, we expect that risk sharing is less important if agency conflicts are lower. Indeed we find that syndicates are on average smaller for firms with PER. With regard to covenants, we find that the number of covenants is on average lower for firms with parity employee representation. Overall, all these findings indicate that firms with PER have more favorable financing conditions and provide support for the view that higher employee power increases interest alignment between borrowing firms and banks. — Table 7 about here — 5.4. Cash flow sensitivity of cash Based on the interest alignment hypothesis, we expect less financial constraints for firms with PER. As empirical proxy for financial constraints we apply firms’ cash flow sensitivity of cash (Almeida et al., 2004). We expect a more pronounced sensitivity for financially constraint firms. Thus, parity employee representation should reduce firms’ cash flow sensitivity of cash. Empirical results are reported in Table 8. We start with sub-sample regressions for firms with (model Ia) and without (Ib) codetermination. We use the simple model of Almeida et al., i.e., we control only for firm size and growth opportunities. As we can not use market-based measures for the latter, we use the actual sales growth between years t-1 and t+1 as proxy for growth opportunities. In line with our expectation, we find that changes in cash holdings are not related to cash flow for firms with PER. For other firms, we 16 find a strong positive correlation. If we combine both sub-samples in model IIa, this outcome is confirmed. The positive impact of cash flow on changes in cash holdings drops to about zero for firms with strong employee rights. The results are even more pronounced if we exclude observations with negative cash flow in model IIb. Similar to the extended model of Almeida et al., we add ∆ short term debt, ∆ net working capital, capex, and a dummy for M&A deals as further controls in model IIIa. Lastly, we additionally include interactions between our controls for domestic employees and cash flow. Overall, we find consistent evidence that PER reduces firms’ cash flow sensitivity of cash. — Table 8 about here — 6. Channels In this section we investigate firm risk as possible channel for the interest alignment between banks and firms with PER. Risk averse employees may have strong incentives to reduce firm risk due to their firm-specific human capital (Gorton and Schmid, 2000). If stronger employee power reduces firm risk, this would provide an intuitive explanation for lower agency conflicts between these firms and banks. 6.1. Investments In general, M&A can increase or decrease firm-value. Debt providers, however, may dislike M&A deals as they often increase firm complexity and managers’ and owners’ possibilities for self-utility maximizing behavior (e.g., empire building). Furthermore, M&A deals can increase firm risk and reduce stability as the long-term success of such transactions is often highly insecure. We collect data on M&A deals for each sample year from SDC Platinum and match this information to our sample firms (based on firm names).15 Results are presented in Table 9. We include the same control variables as for leverage plus leverage itself. All independent variables are lagged one year (i.e., they are based on the last available annual report before the deal). We start by applying a dummy variable which indicates whether a firm conducted any M&A deal in a specific year. After that, we investigate the annual number of deals a firm conducts. For both models, we find strong evidence that PER leads to significantly less M&A activity. Thus, firms with stronger employee power tend to conduct fewer M&A deals. 15 In particular, we match the deals to the sample years based on their announcement dates and consider all announced deals. We only consider years for which data for the whole year is available, i.e., the time period from 2005 to 2013. 17 The next question we focus on is whether these firms select their M&A targets more carefully. If employee representatives are effective monitors which reduce managerial agency cost, they may force managers to focus on value-increasing deals and avoid those which are related to their utility maximization. For this purpose, we analyze capital market reactions to the announcements of M&A deals. In terms of methodology, we calculate cumulative abnormal returns (CAR) around the announcement dates. As event windows, we apply three days and use five days as robustness tests. Normal returns are estimated during the 200 trading days ending two months before the event (Cai and Sevilir, 2012). As market index, we use the CDAX. Alternatively, cumulative excess returns (CER), i.e., the returns of the firm which announces the deal above the market return, are applied. We control for the same variables as in the main leverage regressions except for listing and accounting standard (as listed firms have to apply international standards by law). Furthermore, we use the firm-specific TobQ as proxy for growth options. We also add free float and market value as proxies for liquidity as well as controls whether the deal is diversifying and international. Results are reported in Table 9. We find strong evidence that the capital markets reacts more positively to M&A announcements of firms with PER. This is in line with the view that these firms tend to conduct value increasing deals and avoid transactions that are related to utility maximization of managers. Lastly, we analyze firms capital expenditures and find evidence for lower investments in firms which have parity codetermination. — Table 9 about here — 6.2. Cash flow and profit stability We next investigate the stability of firms’ cash flows and profits. If employee power leads to more stable business decisions, we expect less profit and cash flow fluctuations in firms with PER. We measure the standard deviation of cash flows and profitability over windows of three, four, and five years and use the same control variables as for our leverage regressions plus our proxy for firm growth (as growth may be a primary determinant of stability) and leverage itself. For the explanatory variables, we always use the value as of the beginning of the respective window. As changes of employee representation may bias the outcome, we exclude such firms. Results in Table 10 for cash flow (model I) and profitability (II) provide evidence for more stability in firms with stronger employee power. The economic impact of this effect is also substantial: the standard deviation of cash flow and profitability is about 50% smaller in firms with codetermination. Thus, these findings indicate that lower firm risk is a possible channel for the interest alignment between firms with PER and banks. 18 — Table 10 about here — 6.3. Idiosyncratic risk Besides the volatility of cash flows and profits, we also investigate idiosyncratic firm risk. If firms with PER implement more stable investment policies, we expect that these firms also have less idiosyncratic risk. To calculate idiosyncratic risk, we follow Panousi and Papanikolaou (2012). In particular, we calculate σidio. for each firm year based on weekly residuals of equity returns. The residuals are obtained from regressing the firm’s equity returns on thesCDAX as market return. σidio for i,t firm i in year t is then calculated as σidio = 52 P 2i,τ , where i,τ is the residual τ =1 from the first regression in week τ . More details can be found in Appendix A. We control for the same variables as in the main leverage regressions except for listing and accounting standard (as listed firms have to apply international standards by law). Furthermore, we use the firm-specific TobQ as proxy for growth options. We also add free float and market value as proxies for liquidity. Results can be found in Table 11. We find evidence that parity codetermination reduces idiosyncratic risk. This is also true if we apply the log of σidio . Alternatively, we also investigate the total volatility of firms’ equity returns and find similar results. This further adds evidence that lower firm risk is a channel for the interest alignment effect between firms with PER and banks. — Table 11 about here — 7. Conclusion In this paper, we analyze how employee codetermination affects financial leverage. We focus on employee representatives in the supervisory boards of German firms. The supervisory board is comparable to the board of directors and has, among others, the duty to monitor the executive managers. By law, the supervisory board of German firms has to consist of an equal number of employee and owner representatives if the firm has more than 2,000 domestic employees (parity employee representation, PER). Our identification strategy is based on a regression discontinuity design around this threshold. Thus, we exploit that the appointment of employee representatives is not a voluntary choice by the firms’ managers or owners, but regulated by law. We find strong evidence that PER increases leverage. Prior literature on employee power and financial leverage focuses mainly on industry-level measures and explains higher leverage in more unionized industries by collective bargaining. This explanation is, however, unlikely in our setting. Employee representatives who possess insider knowledge about the firm are more likely 19 to monitor managers tightly and less likely to re-elect them if debt levels are high. Thus, maintaining high debt ratios as bargaining tool is unattractive for executive managers if employee representatives are directly involved in the firm’s management. We explain our finding by a supply side effect of debt capital, i.e., interest alignment between banks and firms with PER. Employee representatives who aim to protect the interests of the firm’s employees may (unintentionally) also help to protect the interests of banks as both stakeholders are interested in the long-term survival and stability of the firm. In line with this explanation, we find that bank ownership and PER act as substitutes. As bank ownership per se is likely endogenous, we exploit the capital gain tax reform of 2000 as exogenous shock on equity holdings of German banks. Further analyses also reveal that firms with PER enjoy more favorable financing conditions, i.e., lower cost of debt. They also exhibit longer debt maturities, smaller loan syndicates, and fewer covenants. Based on cash flow sensitivity of cash, these firms have less financial constraints. Lastly, we identify lower firm risk due to codetermination as possible channel for this interest alignment effect. In particular, firms with strong employee power conduct less and better M&A deals, have lower capital expenditures, more stable cash flows and profits, and lower idiosyncratic risk. These findings indicate that employee power can be a powerful mechanism to reduce agency conflicts between debt providers and firms’ owners and managers. 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The x-axis displays the number or domestic employees, measured in bins of 50 or 100 employees around 2,000. The y-axis shows the mean leverage in the respective bin. Observations with more than 2,000 domestic employees but no parity employee representation or less than 2,000 domestic employees but parity employee representation are excluded. 24 Figure 2: Histogram of domestic employees Figure 3: Employee representation and domestic employees 25 Figure 4: Bank ownership pre/post tax reform 26 Table 1: Descriptive statistics Variable PER DE Leverage Listing Size (mio Eur) Tangibility ROA TobQind Acc. Std. N Mean SD p25 p50 p75 min max 768 797 797 791 797 797 797 797 797 0.25 1785.27 0.53 0.40 740.25 0.30 0.08 1.30 0.53 0.44 518.38 0.19 0.49 1042.76 0.17 0.08 0.30 0.50 0 1394 0.4 0 272 0.19 0.04 1.11 0 0 1662 0.56 0 452 0.27 0.08 1.24 1 1 2127 0.65 1 765 0.38 0.12 1.43 1 0 1000 0.04 0 43.2 0.02 -0.5 0.93 0 1 2998 1 1 8794 0.94 0.62 3.94 1 This table presents the number of observations (N), mean, standard deviation (SD), 25% percentile, median, 50% percentile, minimum, and maximum value for the most relevant variables. Firm-years with ≥ 1,000 and ≤ 3,000 domestic employees are considered. A detailed description of all variables can be found in Appendix A. 27 Table 2: Leverage Model I II III IV V PER 0.068** (2.16) 0.12*** (3.09) 0.11*** (2.91) 0.14*** (3.20) 0.15*** (3.22) Size -0.0038 (-0.17) -0.11 (-0.96) -1.05*** (-6.27) -0.023 (-0.80) 0.028 (0.67) -0.092** (-2.21) -0.0015 (-0.067) -0.094 (-0.85) -1.05*** (-6.21) -0.014 (-0.55) 0.033 (0.79) -0.096** (-2.33) -0.0022 (-0.098) -0.082 (-0.73) -1.06*** (-6.27) -0.019 (-0.69) 0.035 (0.85) -0.10** (-2.46) -0.0034 (-0.15) -0.073 (-0.67) -1.05*** (-6.24) -0.012 (-0.43) 0.033 (0.81) -0.098** (-2.40) -0.0030 (-0.13) -0.071 (-0.65) -1.04*** (-6.17) -0.015 (-0.49) 0.031 (0.73) -0.096** (-2.31) 725 158 0.33 yes yes no no 725 158 0.34 yes yes one no 725 158 0.34 yes yes two no 725 158 0.35 yes yes two yes 725 158 0.36 yes yes four yes Tangibility ROA TobQind Listing Acc. Std. Observations Firms R2 Industry FE Year FE Polynomial / either side The dependent variable is leverage. All models are pooled OLS regressions. Independent variables except accounting standard and listing are lagged one period. Firm-years with between 1,000 and 3,000 domestic employees are included. per stands for parity employee representation in the firm’s supervisory board. Polynomial indicates how we control for the centered number of domestic employees. Either side means that the polynomials interacted with a dummy for 2,000 DE are included. T-statistics based on Huber/White robust standard errors clustered by firms are presented in parentheses. ***, ** and * indicate significance on the 1%-, 5%and 10%-levels, respectively. A detailed description of all variables can be found in Appendix A. 28 Table 3: Identification threats Model I law deviations PER 0.20** (2.09) DE1,500 IIa IIb placebo test -0.0036 (-0.093) DE2,500 0.037 (0.71) TE2,000 Size Tangibility ROA TobQind Listing Acc. Std. Observations Firms R2 Industry FE Year FE Polynomial / either side III -0.051 (-1.03) -0.011 (-0.47) 0.0018 (0.017) -1.11*** (-6.53) 0.024 (0.74) 0.032 (0.76) -0.097** (-2.30) -0.0011 (-0.055) -0.20* (-1.94) -0.88*** (-7.16) 0.027 (0.75) -0.013 (-0.34) -0.099** (-2.57) 0.013 (0.51) -0.15 (-1.15) -0.89*** (-5.30) -0.092** (-2.32) 0.029 (0.75) -0.090** (-2.21) -0.0020 (-0.078) 0.034 (0.32) -0.88*** (-6.14) 0.036 (0.68) -0.035 (-0.98) -0.044 (-1.17) 679 152 0.36 yes yes four yes 934 187 0.32 yes yes four no 557 142 0.32 yes yes four no 653 155 0.33 yes yes four no The dependent variable is leverage. DE1,500(2,500) indicates whether the number of domestic employees is above 1,500 (2,500). TE2000 equals one if the firm has more than 2,000 total employees. All models are pooled OLS regressions. Independent variables except accounting standard and listing are lagged one period. Firmyears with between 1,000 and 3,000 domestic employees are included if not stated otherwise. In model I, observations with less (more) than 2,000 domestic employees but (no) parity employee representation are excluded. A placebo test with different randomly chosen thresholds for domestic employees is shown in model II. This model includes firm-years with +/- 1,000 domestic employees. In model III, we use a threshold of 2,000 total employees as placebo test. Tstatistics based on Huber/White robust standard errors clustered by firms are presented in parentheses. ***, ** and * indicate significance on the 1%-, 5%- and 10%-levels, respectively. A detailed description of all variables can be found in Appendix A. 29 Table 4: Alternative windows Lower bound Upper bound 1700 2300 1400 2600 1400 3000 full sample PER 0.16*** (4.12) 0.19*** (3.75) 0.15*** (3.16) 0.11*** (2.85) Size -0.0085 (-0.23) -0.57*** (-3.53) -0.96*** (-4.45) 0.033 (0.47) -0.059 (-0.73) -0.12 (-1.49) -0.021 (-0.71) -0.17 (-1.25) -1.00*** (-4.63) 0.0058 (0.17) -0.021 (-0.39) -0.078 (-1.45) -0.0098 (-0.37) -0.10 (-0.81) -1.00*** (-4.89) -0.040 (-1.27) 0.022 (0.49) -0.097** (-2.14) 0.00013 (0.011) -0.026 (-0.40) -0.62*** (-6.45) 0.031 (1.27) 0.0012 (0.049) -0.072** (-2.53) 193 69 0.49 yes yes four yes 439 113 0.34 yes yes four yes 519 131 0.32 yes yes four yes 2,102 378 0.21 yes yes four yes Tangibility ROA TobQind Listing Acc. Std. Observations Firms R2 Industry FE Year FE Polynomial / either side The dependent variable is leverage. All models are pooled OLS regressions. Independent variables except accounting standard and listing are lagged one period. Upper and lower bounds indicate the thresholds for the number of domestic employees. T-statistics based on Huber/White robust standard errors clustered by firms are presented in parentheses. ***, ** and * indicate significance on the 1%-, 5%- and 10%-levels, respectively. A detailed description of all variables can be found in Appendix A. 30 Table 5: Bank ownership: tax reform Model Ia PERpre 0.11 (1.00) 0.17* (1.84) PERpre x post Ib 0.18** (2.44) Ic 0.35*** (4.40) Bankpre PER x bankpre Post x bankpre PERpre x post x bankpre Size Tangibility ROA TobQ Acc. std. Observations Firms R2 Industry FE Year FE Firm FE Polynomial / either side Polynomial x post IIa IIb -0.088* (-1.94) 0.041 (1.00) 0.13* (1.72) -0.089 (-0.99) -0.18** (-2.38) 0.21** (2.39) -0.12* (-1.76) 0.20** (2.44) 0.0044 (0.12) 0.033 (0.70) -0.011 (-0.055) -0.56* (-1.94) -0.097* (-1.74) -0.029 (-0.42) -0.066 (-0.66) 0.033 (0.079) 0.014 (0.080) 0.0027 (0.076) 0.032 (0.57) -0.11 (-1.51) 0.22 (0.92) 0.23* (1.69) -0.014 (-0.43) 0.042 (0.91) 0.032*** (3.34) 0.28*** (3.63) -0.13 (-1.27) -0.073*** (-5.24) 0.0071 (0.24) 0.072*** (2.74) 0.37*** (3.54) -0.21*** (-3.43) 0.0039 (0.20) 0.010 (0.37) 160 57 0.32 yes yes no four yes no 160 57 0.21 yes yes yes four yes no 160 57 0.51 yes yes yes four yes yes 1,103 264 0.23 yes yes no no no no 1,103 264 0.13 yes yes yes no no no The event is a tax reform which made it more attractive for German banks to sell equity stakes. The dependent variable is leverage. Models are pooled OLS regressions of firm-fixed effects regressions. Only listed sample firms are considered. Firm-years with between 1,000 and 3,000 DE are included in model I; all firm-years are considered in model II. The time-constant variables bankpre and bankpre x perpre are omitted in the FE models. Independent variables except accounting standard are lagged one period. The sample period is 1996 to 1998 (pre-event) and 2002 to 2004 (post-event); years between 1999 and 2001 are excluded. post is one after 2001 as the tax reform became effective on January 1st, 2002. PERpre is the value of per in 1998. Bankpre indicates if a firm had a bank as owner before the reform (i.e., between 1996 and 1998). T-statistics based on Huber/White robust standard errors clustered by firms are presented in parentheses. ***, ** and * indicate significance on the 1%-, 5%- and 10%-levels, respectively. A detailed description of all variables can be found in Appendix A. 31 Table 6: Interest rate Model I IIa IIb III PER -0.017*** (-5.67) -0.013*** (-3.09) -0.011* (-1.82) -0.018*** (-3.89) -0.0023 (-0.49) -0.0019** (-2.21) 0.015** (2.18) -0.026* (-1.87) -0.0013 (-0.55) 0.0026 (1.64) -0.0017 (-1.08) 0.010*** (9.35) 0.0051 (1.07) -0.0053*** (-4.61) 0.00043 (0.078) -0.018* (-1.86) 0.00075 (0.31) -0.00032 (-0.18) -0.0012 (-0.72) 0.019** (2.50) -0.0028* (-1.97) 0.0038 (0.40) -0.0071 (-0.29) -0.020*** (-2.97) 0.00089 (0.35) -0.0033 (-1.20) 0.0099* (1.73) -0.0029** (-2.58) 0.036*** (3.00) -0.050** (-2.54) 0.0066 (1.38) 0.0027 (1.29) -0.0031* (-1.71) 253 61 0.64 no no four yes 253 61 0.63 no yes four yes 253 61 0.53 yes no four yes 253 61 0.68 yes yes four yes Leverage Size Tangibility ROA TobQind Listing Z-score class Ind/year mean Observations Firms R2 Industry FE Year FE Polynomial / either side The dependent variable is spread of syndicated loans. All models are pooled OLS regressions. Independent variables are lagged one period. All firm-years are considered. Deal controls include purpose and amount. T-statistics based on Huber/White robust standard errors clustered by firms are presented in parentheses. ***, ** and * indicate significance on the 1%-, 5%- and 10%-levels, respectively. A detailed description of all variables can be found in Appendix A. 32 Table 7: Loan characteristics maturity lenders covenants PER 0.22** (2.60) 0.20** (2.46) -0.34* (-1.84) -3.10** (-2.15) Leverage 0.077 (0.43) 0.071* (1.80) 0.28* (1.75) 0.90** (2.01) -0.0061 (-0.048) -0.10* (-1.94) -0.041 (-0.81) -0.046 (-0.29) 0.070** (2.12) 0.18 (1.29) 0.74* (1.89) 0.057 (0.43) -0.097** (-2.14) -0.026 (-0.57) 0.73*** (2.75) 0.028 (0.30) -0.52 (-1.08) 0.51 (0.65) 0.61*** (2.75) -0.075 (-0.61) 0.22 (1.64) 1.15 (0.35) 0.17 (0.28) 5.32 (1.57) 4.18 (0.62) -1.36 (-0.60) 3.09*** (2.77) -2.11*** (-2.64) 735 133 yes yes four yes OLS 735 133 yes yes four yes Poisson 763 134 yes yes four yes Poisson 763 134 yes yes four yes Poisson Listing Size Tangibility ROA TobQind Z-score class Observations Firms Industry FE Year FE Polynomial / either side Model The dependent variables for maturity are ln maturity and maturity. For lenders, the dependent variable is number of lenders and for covenants the number of covenants. All firmyears are considered. The first model is a pooled OLS regression; all other models are Poisson regressions. Independent variables are lagged one period. Deal controls include purpose and amount. T-statistics based on Huber/White robust standard errors clustered by firms are presented in parentheses. ***, ** and * indicate significance on the 1%-, 5%- and 10%-levels, respectively. A detailed description of all variables can be found in Appendix A. 33 Table 8: Cash flow sensitivity of cash Model Sample Ia PER Ib no PER IIa all IIb CF≥0 IIa -0.023 (-0.30) 0.098*** (2.88) 0.015 (1.33) 0.10*** (2.91) -0.12* (-1.83) 0.024** (2.27) 0.12*** (4.40) -0.19*** (-2.85) 0.019* (1.90) 0.064* (1.91) -0.13** (-2.11) 0.027** (2.37) 0.21 (1.46) -0.24** (-2.08) 0.0021 (0.44) 0.0023 (0.13) 0.0010 (0.38) 0.0034 (0.24) 0.0013 (0.62) 0.0040 (0.39) -0.00048 (-0.25) 0.0011 (0.11) 0.0015 (0.64) 0.015* (1.74) -0.17* (-1.82) 0.17*** (4.74) -0.0015 (-0.048) -0.00066 (-0.12) 0.0015 (0.60) 0.014 (1.59) -0.16* (-1.88) 0.17*** (4.74) -0.0072 (-0.25) -0.00044 (-0.079) 154 44 0.11 yes yes four yes no 436 106 0.084 yes yes four yes no 590 146 0.057 yes yes four yes no 567 144 0.056 yes yes four yes no 590 146 0.17 yes yes four yes no 590 146 0.19 yes yes four yes yes PER Cash flow PER x cash flow Size Growth−1y,+1y ∆ Short debt ∆ NWC Capex M&A deal Observations Firms R2 Industry FE Year FE Polynomial / either side Poly. x cash flow IIb all The dependent variable is ∆ cash. All models are pooled OLS regressions. Firm-years with between 1,000 and 3,000 domestic employees are included. In model Ia (b), only firmyears with (without) PER are considered. PER is lagged one period. T-statistics based on Huber/White robust standard errors clustered by firms are presented in parentheses. ***, ** and * indicate significance on the 1%-, 5%- and 10%-levels, respectively. A detailed description of all variables can be found in Appendix A. 34 Table 9: Investments PER Leverage Size Tangibility ROA TobQind Listing Capex # deals -0.78*** (-3.00) -0.84*** (-2.58) 4.16** (2.45) 4.99*** (3.01) 3.98** (2.54) -0.059** (-1.98) -0.18 (-0.46) 0.56*** (4.76) -0.37 (-0.65) 0.98 (0.90) 0.22 (0.52) 0.42** (2.40) -0.0023 (-0.0044) 0.79*** (6.42) -1.12 (-1.48) 0.24 (0.17) 0.19 (0.31) 0.85*** (3.17) 2.93 (0.81) -1.18 (-0.91) -4.46 (-1.53) -34.9** (-2.59) 5.43 (1.47) -2.07 (-1.41) -4.78 (-1.53) -32.4** (-2.51) 0.60 (0.12) -2.39* (-2.04) -4.05* (-1.76) -33.4 (-1.65) 0.026 (0.79) 0.026*** (2.90) -0.0088 (-0.21) 0.23** (2.17) 0.012 (0.57) 0.021* (1.67) 0.85 (0.60) -0.84 (-0.95) -0.048*** (-3.19) -1.21** (-2.15) 1.50* (1.70) 0.95 (0.70) -0.22 (-0.21) -0.046*** (-4.02) -1.33** (-2.22) 1.53* (1.93) 0.82 (0.38) 0.10 (0.11) -0.015 (-0.86) -0.83 (-0.86) 1.69 (1.30) 182 30 0.42 yes yes four yes OLS 182 30 0.41 yes yes four yes OLS 182 30 0.38 yes yes four yes OLS TobQ Market cap. Free float Diversifying deal International deal Observations Firms R2 Industry FE Year FE Polynomial / either side Model M&A deals CAR−1,+1 CER−1,+1 dummy 688 157 0.24 yes yes four yes Probit 692 158 yes yes four yes Poisson CAR−2,+2 782 158 0.21 yes yes four yes OLS The dependent variables are indicated in each column. Independent variables are lagged one period for M&A analyses. The models includes firm-years with more than 1,000 and less than 3,000 domestic employees. T-statistics based on Huber/White robust standard errors clustered by firms are presented in parentheses. ***, ** and * indicate significance on the 1%-, 5%- and 10%-levels, respectively. A detailed description of all variables can be found in Appendix A. 35 Table 10: Stability Model Variable Period Ic IIa 3y Ib SD(cash flow) 4y 5y PER -0.030** (-2.06) -0.028* (-1.96) Leverage -0.013 (-0.76) 0.0073** (1.99) 0.029* (1.67) -0.018 (-0.41) -0.0043 (-0.32) 0.032 (0.97) -0.013* (-1.88) 0.014* (1.79) 344 97 0.40 yes yes four yes Size Tangibility ROA TobQind Growth−1y,+1y Listing Acc. Std. Observations Firms R2 Industry FE Year FE Polynomial / either side Ia IIc 3y IIb SD(ROA) 4y -0.038** (-2.26) -0.031 (-1.57) -0.032* (-1.85) -0.048* (-1.91) -0.021 (-1.02) 0.0066 (1.65) 0.053** (2.10) -0.022 (-0.29) 0.0060 (0.29) 0.037 (1.10) -0.013 (-1.45) 0.015 (1.59) -0.018 (-0.84) 0.0083 (1.65) 0.052 (1.44) 0.052 (0.58) 0.0025 (0.11) 0.026 (1.06) -0.011 (-1.06) 0.011 (1.00) -0.013 (-0.76) 0.013*** (2.69) 0.030 (1.23) -0.077 (-0.88) -0.0031 (-0.20) 0.019 (0.68) -0.0070 (-0.67) 0.012 (1.19) -0.021 (-1.01) 0.013** (2.32) 0.044 (1.46) -0.051 (-0.58) 0.00012 (0.0056) 0.031 (1.02) -0.0073 (-0.55) 0.012 (1.04) -0.017 (-0.66) 0.016** (2.14) 0.062 (1.33) 0.023 (0.22) 0.0030 (0.12) 0.022 (0.83) 0.0014 (0.088) 0.0014 (0.11) 256 90 0.44 yes yes four yes 170 63 0.57 yes yes four yes 347 98 0.41 yes yes four yes 258 91 0.45 yes yes four yes 171 64 0.54 yes yes four yes 5y The dependent variables are sd(cash flow) and sd(roa). Firms for which per changes during the sample period are not considered. All models are pooled OLS regressions. Independent variables are as at the beginning of the measurement period. T-statistics based on Huber/White robust standard errors clustered by firms are presented in parentheses. ***, ** and * indicate significance on the 1%-, 5%- and 10%-levels, respectively. A detailed description of all variables can be found in Appendix A. 36 Table 11: Idiosyncratic risk Model Variable I σidio II log(σidio ) III σtotal PER -6.94** (-2.47) -0.15** (-2.01) -0.88** (-2.11) Leverage 6.57 (0.98) 7.08** (2.18) 0.74 (0.099) -57.1*** (-2.98) 8.25*** (4.71) -6.79*** (-2.84) 0.014 (0.50) 0.13 (0.86) 0.18** (2.18) 0.011 (0.050) -1.03*** (-3.25) 0.17*** (3.27) -0.18*** (-3.00) 3.4e-06 (0.0042) 0.93 (0.91) 1.32** (2.46) -0.014 (-0.011) -9.93*** (-3.11) 1.73*** (5.47) -1.11*** (-2.79) 0.0097* (1.87) 258 58 0.66 yes yes four yes 258 58 0.64 yes yes four yes 258 58 0.70 yes yes four yes Size Tangibility ROA TobQ Market cap. Free float Observations Firms R2 Industry FE Year FE Polynomial / either side The dependent variables indicated in each column. σidio is a yearly measure for idiosyncratic risk based on equity returns (Panousi and Papanikolaou, 2012). σtotal captures total firm risk. All models are pooled OLS regressions. Independent variables are as at the beginning of the measurement period. T-statistics based on Huber/White robust standard errors clustered by firms are presented in parentheses. ***, ** and * indicate significance on the 1%-, 5%- and 10%-levels, respectively. A detailed description of all variables can be found in Appendix A. 37 Appendix Appendix A: Definition of variables Variable Description Main variables PER DE Leverage Dummy which equals one if the firm has parity employee representation. Source: hand-collected. Number of domestic employees. Source: Hoppenstedt and hand-collected. Total debt divided by total debt plus book value of equity. Total debt includes current and long-term liabilities and excludes provisions and accruals. Source: Hoppenstedt (HS). Control variables Listing Size Tangibility ROA TobQ TobQind Acc. Std. Z-Score Z-Score class Dummy that equals one if preferred or voting shares of the firm are listed on any EU-regulated or exchange-regulated market in Germany. Source: hand-collected. Natural logarithm of total assets in Mio e . Source: HS. Long-term tangible assets scaled by total assets. Source: HS. Earnings before interest and taxes, scaled by total assets. Source: HS. Market value of equity plus total liabilities divided by the sum of book ). Source: WC. value of equity and total liabilities ( wc08001+wc03351 wc03501+wc03351 Mean of TobQ in an industry (based on the 17 industries classification) and year. Source: Own calculation. Dummy which equals one if a firm applies international accounting standards. Source: HS. Z-Score is calculated as 0.717*x1 + 0.847*x2 + 3.107*x3 + 0.420*x4 + earnings liabilities ; x2 = retained ; 0.998*x5 with x1 = short-term assets−short-term total assets total assets total equity EBIT sales x3 = total assets ; x4 = total liabilities ; x5 = total assets ; Source: own calculation based on HS. Equals minus one if Z-Score is above 2.9, one if Z-Score is below 1.22, and zero if Z-Score is between 1.22 and 2.9. Source: own calculation. Dealscan variables (source: Dealscan) Spread Maturity Lenders Covenants Amount Purpose Spread all-in-drawn. Ln of deal maturity in months. Ln of number of lenders. If Dealscan reports no information on lender shares, we assume that only one lender exists. Number of covenants for the deal. If no information on covenants is availabe, we set the variable to zero. Ln of the facility amount. Dummy which equals one if primary purpose is “corporate purpose”. Tax event Post ERpre−ref Bankpre−ref Dummy for post tax reform period. Equals one for years 2002 to 2004. ER as of 1998. Source: hand-collected. Dummy which equals one if a German bank owns voting rights in any year between 1996 and 1998. Source: HS. 38 Definition of variables - continued Variable Description M&A deals (source: SDC Platinum) M&A deal # deals CAR CER Diversifying deal International deal Dummy which equals one if a firm conducts a M&A deal. Number of M&A deals. Cumulative abnormal return around the announcement of a M&A deal. Normal returns are estimated with a market model; the CDAX is used as market index. The estimation period is 200 trading days ending two months before the announcement date (Cai and Sevilir, 2012). Events for which we have less 150 observations during the estimation period are not considered. The CAR is measured during a symmetric three or five day window around the event. Cumulative excess return. Excess return is defined as return above the market index, i.e., the CDAX. Dummy which equals one if the firm acquires a target outside its main business segment (as indicted by the SDC macro industry). Dummy which equals one if the target is located outside Germany. Stability & risk SD(cash flow) SD(ROA) σidio σtotal Standard deviation of cash flow over the specific time period. Source: HS. Standard deviation of ROA over the specified time period. Source: HS. Yearly measure for idiosyncratic risk (Panousi and Papanikolaou, 2012). Calculated as volatility of weekly residuals. Residuals are obtained from a regression of firm’s equity returns on the market return (CDAX). σidio for pP 2 i,t firm i in year t is then calculated as σidio i,τ ; with i,τ being the = residual from the first regression in week τ . Equity returns are calculated based changes of the Datastream item RI (return index) between week t-1 and t. Some adjustments are made for equity returns (i.e., deletion of all observations with unadjusted price below one and observations where the same price is reported for at least three consecutive weeks) Yearly standard deviation of weekly equity returns. The same adjustments as above are conducted. Worldscope database Leverage Market leverage Size Tangibility ROA Total debt [wc03255] / (total debt + book value of equity [wc03501]). Total debt [wc03255] / (total debt + market value of equity [wc08001]). Ln of total assets [wc02999] in thousand e . Property, plant, and equipment [wc02501] / total assets. EBIT [wc18191] / total assets. Other variables Cash flow Cash Growth−1y,+1y ∆ Delta short debt Sales minus total expenses plus depreciation divided by total assets. Source: HS. Cash and liquid assets divided by total assets. Source: HS. salest+1 Sales growth between year t+1 and year t-1. Calculated as salest−1 − 1. Source: HS. Difference in trade liabilities between t-1 and t, divided by total assets. Source: HS. 39 Definition of variables - continued Variable Description Capex Additions to fixed assets in year t divided by total assets at the end of year t-1. Source: HS. Difference in working capital, scaled by total assets. Source: HS. Fraction of shares in free float. Source: DS. Natural logarithm of one plus market capitalization in Mio e . Source: DS. ∆ NWC Free float Market cap. HS stands for Hoppenstedt, DS for Dealscan, and WC for Worldscope. 40 Appendix B: General robustness tests Model Ia ind-year FE Ib 38 ind. II listed PER 0.17*** (3.19) 0.17*** (4.15) 0.12** (2.44) Size -0.0032 (-0.13) -0.056 (-0.48) -1.05*** (-5.72) -0.053 (-0.83) 0.028 (0.61) -0.093** (-2.09) -0.013 (-0.58) -0.17 (-1.44) -0.92*** (-5.94) 0.0063 (0.19) 0.036 (0.94) -0.096** (-2.40) 0.030 (1.29) 0.050 (0.38) -0.88*** (-4.51) Tangibility ROA TobQind Listing Acc. Std. TobQ Observations Firms R2 Industry FE Year FE Polynomial / either side -0.014 (-0.44) 725 158 0.42 yes yes four yes 725 158 0.41 yes yes four yes 279 60 0.49 yes yes four yes The dependent variable is leverage. All models are pooled OLS regressions. Independent variables except accounting standard and listing are lagged one period. In model I, we include firm-year fixed effects or apply the 38 industries classification (instead of 17 industries). For model II, we restrict the sample to listed firms. T-statistics based on Huber/White robust standard errors clustered by firms are presented in parentheses. ***, ** and * indicate significance on the 1%-, 5%- and 10%-levels, respectively. A detailed description of all variables can be found in Appendix A. 41 Appendix C: Robustness: database Model I IIa IIb IIIa IIIb 0.11** (2.10) 0.12** (2.08) 0.10* (1.82) 0.100* (1.79) 0.038*** (6.89) 0.14* (1.75) -0.35*** (-2.80) -0.033** (-2.22) 0.062** (2.17) 0.28* (1.73) -1.01*** (-5.05) -0.035 (-1.18) 0.058* (1.97) 0.27 (1.66) -0.98*** (-4.41) -0.031 (-0.98) 0.043* (1.67) 0.40** (2.02) -0.98*** (-6.79) -0.064** (-2.29) 0.039 (1.45) 0.37* (1.93) -0.97*** (-6.63) -0.058** (-2.06) 1,094 184 0.34 yes yes no no 279 60 0.53 yes yes four yes 280 60 0.52 yes yes four yes 282 60 0.60 yes yes four yes 283 60 0.58 yes yes four yes PER Size Tangibility ROA TobQ Observations Firms R2 Industry FE Year FE Polynomial / either side The dependent variable is leverage in models I and II and market leverage in model III. Leverage in models II an III is based on Worldscope data. In model IIb and IIIb, control variables are also calculated with data from Worldscope (instead of Hoppenstedt). All models are pooled OLS regressions. Independent variables are lagged one period. Only listed firms are considered. Firm-years with between 1,000 and 3,000 domestic employees are included in models II and III. In model, I all firm-years independent of the number of domestic employees are included. T-statistics based on Huber/White robust standard errors clustered by firms are presented in parentheses. ***, ** and * indicate significance on the 1%-, 5%- and 10%-levels, respectively. A detailed description of all variables can be found in Appendix A. 42
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