Essays in Corporate Finance

Abstract

This dissertation is comprised of three essays about investment, technology transfer, and corporate governance mandates. The first essay, “Patent Acquisition, Investment, and Contracting”, examines the transfer of intellectual property via the secondary market for patents and asks how patent acquisitions interact with firm investment policy. I find that patent acquirers subsequently invest in more R&D, increase internal patenting, and eventually make new investments in CAPX. Firms with more technological expertise and investment opportunities acquire more patents. Patent sales are the dominant type of contract and maximize investment incentives; patent licenses frequently contain royalties, which induce underinvestment problems. Nevertheless, licensing can be explained in part by financial and strategic considerations. Licensing is more likely when buyers become financially constrained, when revenue can be shifted to low tax sellers, and when the buyer is a competitor acquiring rights to a valuable patent. Overall, these results suggest patent acquisitions are motivated by the pursuit of investment synergies, rather than innovation substitution, commercialization motives, or legal threats. The second essay, “What's your Identification Strategy? Innovation in Corporate Finance Research”, co-authored with Laurent Fresard and Jerome P. Taillard, studies the diffusion of techniques designed to identify causal relationships in corporate finance research. We estimate the diffusion started in the mid-nineties, lags twenty years compared to economics, and is now used in the majority of corporate finance articles. Consistent with recent theories of technology diffusion, the adoption varies across researchers based on individuals' expected net benefits of adoption. Younger scholars, holders of PhDs in economics, and those working at top institutions adopt faster. Adoption is accelerated through networks of colleagues and alumnis and is also facilitated by straddlers who cross-over from economics to finance. Our findings highlight new forces that explain the diffusion of innovation and shape the norms of academic research. The third essay, “Were non-independent boards really captured before SOX?”, exploits the legal implementation of rules used by the major US stock exchanges following Sarbanes-Oxley (SOX) to study the pre-SOX optimality of board structure. The rules allowed firms to change the legal independence of their board without changing personnel by reclassifying a director from non-independent to independent. Many firms required to change their board structure used reclassification in order to minimize the alterations they made to their pre-SOX board structure, and I call these “placebo firms”. This observation makes feasible a DDD test that identifies the effect of the mandate by comparing treatment firms to placebo firms. Consistent with the view that boards are chosen optimally, real outcomes (profitability) are better for placebo firms than treatment firms. The magnitude of the difference, 4.9 percentage points, is economically meaningful, implying that the constraint is a significant impediment to the conduct of firms targeted by the regulations. Increased profitability is accounted for by increased revenue and typically flat expenses, including investment levels.