LA BRUSLERIE Hubert de

The purpose of the paper is to propose an original proprietary proxy of a firm's litigation risk. We extend the scope of litigation risk outside of the conflicts with shareholders and the domain of security litigation. We demonstrate that the source of the risk of litigation can be found in the firm's policies and in its management's operational or strategic decisions, even if a sector conditioning effect exists. Based on a sample of 465 US M&A transactions between 2000 and 2014, we provide evidence that the level of litigation risk, at the acquirer's level, has a positive and significant impact on the takeover premium. We also provide evidence that a significant relationship exists between the acquirer's litigation risk and the means of payment. An extension of the sample to international transactions is used as a robustness check. it confirms the previous results.

This doctoral work studies the "feedback" effect of financial information related to stock prices on managers' decisions. Specifically, I study whether and how managers actually learn new information from stock prices to guide their corporate decisions. My dissertation consists of three essays, each addressing a different aspect of this same topic. The first essay studies the link between the informational efficiency of the stock market and the level of real economic efficiency of the firm. In the first essay, I find that when stock prices aggregate a greater amount of useful information, managers' decisions about firms should be even more optimally efficient. The second essay studies whether managers seek to learn the information used by short sellers. Is studying stock prices in the presence of short sellers useful for firm decisions? In the second essay, I overcome empirical difficulties by exploiting a unique institutional feature in the Hong Kong stock market. I find that managers of "non-shortable" firms can take advantage of short sellers' information about industry economic conditions through the stock prices of other "shortable" firms in the same industry and use it in their corporate decisions. The third essay studies the actual effects of long option trading. In the third essay, I find that the introduction of a specific class of long-term options stimulates the production of long-term private information and thus leads to an increase in the informativeness of prices on the long-term fundamentals of firms. As a result, managers can extract more information from the stock price to guide their long-term investment decisions.

This paper aims at focusing on the avenues of research related to the process of information integration by taking explicitly into account investors’ sentiment, investors’ attention, and the buzz hypothesis. New social media introduce change in the way information is processes in the market. Qualitative concepts such as rumor, opinion, sentiment, are often put in the frontstage. Moreover the formal dimensions of information become more important compared to the content of information. This leads to new avenues of research aside the standard information value hypothesis.

Compared to the literature on domestic M&As, the literature on cross-border Mergers & Acquisitions (CBM&A) is relatively recent. In particular, we still have very few studies on M&A between firms in developed and emerging countries. This thesis considers three questions that have been rarely addressed so far. 1) Can industrial diversification explain M&As between European and emerging market firms? 2) Does the market value industrial diversification actions more in these deals? 3) What are the preferred payment terms in such deals? At the same time, we compared these M&A transactions to those taking place in France and within the European Union. Based on 2,406 M&A deals in France, 7,628 in the European Union and 1,857 between European companies and emerging markets over the period 1992(1998)-2012, our results are the following. First, in line with what is observed in M&As between firms in developed countries but contrary to what the theoretical literature on investment in emerging markets suggests, M&As between European and emerging market firms are rather industrial specialization deals. We also find that the relationship between international diversification and industrial diversification is negative. Second, the announcement effects of CBM&A between EU countries and emerging markets result in an increase in the wealth of the shareholders of the acquiring European firms. However, compared to mergers and acquisitions made entirely within the European Union and in France, the announcement effects are much less positive. Third, financial markets undervalue European firms in mergers and acquisitions with firms from emerging countries. Our results show that acquiring firms pay less in cash in M&As with emerging market firms than with other European firms. In contrast, the premiums paid are not significantly different. Our results also suggest that managers of European firms do not play market timing when making payment decisions. This thesis has important implications for future acquirers of companies in emerging countries. Given the results over the end of our analysis period, it reveals that industry diversification in mergers and acquisitions of industrialized country firms with emerging market firms has increased in recent years, and that it has a positive impact. We believe that the results can be attributed either to the financial crisis or to a better integration of emerging markets into the global economy. It also highlights that there are clear conflicts of interest between investors and management in mergers and acquisitions between European and emerging market companies.

Debt is not frequently analyzed in relation to the conflict between controlling and outside shareholders. At the same time, debt leverage stands as a key variable in the design of a control contract as it has a strong disciplinary role. A simple option valuation model is used to show that debt is also a governance variable because it can moderate or enhance private benefits. It is argued that an asymmetrical self-regulation mechanism may develop in the case of control by a dominant shareholder. The joint questions of control, private benefits, and debt levels are linked within an inside corporate governance framework. At low levels of leverage, debt is relatively less disciplinary compared with a non-private benefits case. When leverage exceeds a threshold point, it becomes strongly disciplinary. We show that under given conditions, a self-regulation mechanism develops where the controlling shareholder is incentivized to hold less debt when he/she wants to increase his/her private appropriation rate.

This thesis consists of four essays that examine the effects of financing constraints on the use of trade credit (TC) and other alternative sources of firm financing. In the first essay, we study the effects of constraints on bank borrowing (BL) on the use of CT by Vietnamese firms. Specifically, we study the effect of size on the choice between the two types of financing. We find that large firms when rationed on BL rely more on CT than small and medium-sized enterprises (SMEs). In particular, we find that large firms that have been denied credit use more CT while SMEs in the same situation use less. In the second essay, we study the effects of BL constraints on CT use as a function of firm size, age, and institutional development across countries. Our results suggest that CT and BL tend to be substitutes for larger, older firms and those located in developed countries (stronger institutional development). In contrast, CT and BL are complementary for younger, smaller firms and those located in developing countries (weak institutional development). This result is particularly clear in the case of credit denial. In our third essay, we study the effects of BL constraints on the use of six alternative sources of financing by SMEs worldwide. The forms of financing studied are: CT, leasing, credit cards, informal finance, funds from family and friends, and equity. Our results generally suggest that bank-rationed SMEs tend to rely more on funds from family and friends and loans from loan sharks. We also find that they use alternative financing methods more to finance working capital than to finance new investments. In the final test, using a sample of non-financial firms in the S&P 500, we examine the interaction between the use of commercial paper (CP), bank lines of credit (CL), and CT over the period 2003 to 2014. Our results suggest that firms with the highest refinancing risk borrow more in the form of CLs and TCs than in the form of CP. This effect is stronger for CLs. We also find that the higher the level of information asymmetry, the more firms use CL and TC relative to CP. On the other hand, the more severe the moral hazard problems, the more firms favor CP over CL and TC.

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Many empirical and behavioral studies identify a decreasing slope in the term structure of subjective discount rates. Using an experimental methodology based on “free-time” relative comparisons, this paper aims to identify in individual behaviors whether agents see their psychological value of time as decreasing or not. We elicit the negative shape of the subjective discount rates. They can be parameterized using two variables, one specifying the instantaneous time preference and the other characterizing the slope of the term structure. A trade-off law is identified between these two parameters. We show that the term structure of psychological rates depends strongly on gender, but appears not to be linked with life expectancy. We also question the cross-relationship between risk aversion and time preference. From a theoretical point of view, these two variables stand as two different and independent dimensions. However, empirically, the time preference attitude seems to be directly influenced by the risk attitude.

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This paper addresses the relationship between mandatory and voluntary information. The introduction of IFRS in 2005 modified mandatory information requirements and influenced the content and level of the discretionary information disclosed by firms. This background allows us to test whether the complementary or substitution hypothesis dominates. A French firm data panel is used to empirically analyze the consequence of IFRS introduction. Referring to the 2003–2008 period gives a long-term perspective and allows us to identify discretionary communication policies by building a proprietary voluntary disclosure score. We find that voluntary disclosure policies experienced an upward swing with the introduction of IFRS, giving support to the complementary hypothesis. We also demonstrate a dynamic relationship between disclosure and the dispersion of analysts' earnings forecasts. The practical implication of the paper is to show that firms' discretionary communication policies follow both a long-term and a short-term component to meet analysts' demands for information. Our contribution is to refer to a long-term sample in one country where the environment and regulation context is homogenous. Our disclosure score index seems to be a good measure to outline that idiosyncratic communication policies are complex and strategic.

This article develops the idea that shareholder capitalism must recover some of its historical roots. This subject is approached through the legal analysis of the economy. The capital company, the legal instrument of capitalism, introduces a liability of shareholders limited to their contributions. This has the paradoxical consequence of encouraging a certain irresponsibility. The development of shareholder control groups is not a deviation but a fact of modern capitalism. We must take advantage of this to reorganize the system of responsibility by broadening it and by recognizing, for example, corporate social responsibility (CSR). Logically, it is proposed that a specific remuneration accompany the new responsibilities and risks assumed by some shareholders but not by all.

Are mergers and acquisitions significant events which develop informativeness seen as the disclosure of private and specific information after a transaction? Is the informativeness process the same between countries? To answer to these questions we use the concept of informativeness, as first developed by Roll (1988). We consider a sample of mergers and acquisitions in the US and in Europe over the 2000-2011 period. We show that the disclosure process is not linked with acquirer’s abnormal returns at the announcement date. Informativeness improves over time. We show that the acquisition premium and the means of payment are particularly important in the disclosure process.

Share repurchases are transactions which are supposed to cause a market reaction through a signaling approach. However looking only at cumulated abnormal returns (CARs)is insufficient and the results are sometimes contradictory. We introduce the concept of informativeness to assess if repurchases improve the private information content of stock prices. Our empirical test comprises American and European buybacks in the period 1990 – 2011. We use the synchronicity measure introduced by Roll (1988) to follow the change in informativeness before and after the announcement of a transaction. The determinants of informativeness and CARs are also investigated. Our results are negative : Informativeness does not systematically improve, but may sometimes if a change of dividend policy jointly occurs.

Having been introduced in the European Union and in many other countries, the equal opportunity rule is seen as protecting investors in the event of a transfer of control. This rule should be analyzed in a context of appropriation of private benefits between the new controlling shareholders and the outside investors. Both parties need to design a new implicit contract to share the firm's ownership. Using a signaling model, we show that the new controlling shareholder issues signals to outside shareholders to deliver private information on a firm's future economic return and her private rate of appropriation. The ownership stake of the controlling shareholder and the premium embedded in the acquisition price are key parameters. In a controlling ownership system, the equal opportunity rule modifies the relative behavior of controlling and outside shareholders. The quality of information deteriorates but the discipline on appropriation may become stronger.

The analyses of the tender offer premiums and of the means of payment should not be performed separately. In the empirical literature, these two variables are often considered independently, although they may have an endogenous relationship in a contractual setting. Using a sample of European M&As over the 2000-2010 decade, we show that these two variables are jointly set in a contractual empirical approach. The relationship between the percentage of cash and the offer premium is positive: higher premiums yield payments with more cash. We highlight that the payment choice is not a continuum between full cash and full share payments. Two different regimes of payment in M&A transactions are empirically characterized. We analyze the major determinants of M&A terms when the offer premium and the means of payment are jointly set. The underlying rationale of an asymmetry of information and a risk-sharing calculus is found to be significant in the setting of the agreement.

Debt is not frequently analyzed in relation to the conflict between controlling and outside shareholders. At the same time, debt helps to manage the type II corporate agency conflicts because it is easier for controlling shareholders to modify the leverage ratio than to modify their share of capital. A simple model is used to show that debt appears to be a key governance variable because it can moderate private benefits or, conversely, may aid diversion. It is argued in this paper that a self-regulation mechanism may develop even in the situation of control by a dominant shareholder. The joint questions of ownership, private benefits, and debt levels are linked. At low levels of debt, debt is relatively less disciplinary compared with a no private benefit case. When debt exceeds a certain threshold point, it becomes strongly disciplinary. Thus, a self-regulation mechanism develops where the controlling shareholder is incentivized to hold a larger equity stake when he/she wants to increase his/her private appropriation rate.

The implementation of an event study is confronted with more or less arbitrary methodological choices concerning the period of the study and the sample selected. However, these methodological choices condition the results obtained, leading to significant divergences in the conclusions. A simulation approach, carried out on real data from the Tunis Stock Exchange, allowed us to judge the validity of the different methods to be used and the different tests to be implemented, and then to determine which ones are recommended according to the characteristics of the event to be studied. Our results are specifically adapted to emerging markets, suffering from a lack of liquidity, a lack of transparency ... In application of the results of the recommended methodology, we sought to analyze the impact on the Tunisian stock market, first microstructural and then environmental changes of institutional nature. At the microstructural level, organizational choices have been divided into three distinct categories: market structure, transparency and control of price variation. At the institutional level, we focused our analysis on the legal infrastructure by considering four components: protection for investors outside the firm, securities laws, insider trading, and the accounting framework.

The objective of this study is to investigate the impact of internal governance mechanisms on two aspects of accounting policy: production and diffusion. More precisely, we seek to verify whether the characteristics related to the board of directors, the ownership structure and finally whether employee shareholding (notably through its representation on the board of directors) have an impact on the quality of the information produced and disseminated by the firm. The results obtained from a sample of all industrial and commercial companies in the SBF 120 index between 2002 and 2007 seem to indicate that the effectiveness of the board of directors in improving the quality of the information produced by the company is linked to the increased size of this body as well as to the creation of an audit committee within it. The quality of financial communication has been improved by the creation of a nomination committee within the board. Concerning the ownership structure, the hypothesis of the expropriation of minority shareholders by the controlling shareholders is not corroborated. The presence of institutional investors in the capital of French companies improves the quality of communication. Nevertheless, this presence increases the practice of managing accounting data. In addition, the control exercised by French institutional investors is more effective. Finally, the presence of employees on the board of directors contributes to the effectiveness of the control exercised by this body in the production of accounting information.

IFRS are the accounting standards to which all companies listed on a European market must adhere as of January 1, 2005 for the presentation of their consolidated accounts. The purpose of this research is to study the impact of the transition to IFRS on the communication and financial information of SBF 120 companies. Thus, we constructed a voluntary disclosure score and studied the evolution of the financial communication of SBF 120 companies in the pre/post IFRS period. The results show an increase in the amount of voluntary disclosure by companies. The second part of the thesis is devoted to the analysis of the quality of this financial communication. The results of the test thus conducted reveal a decrease in the asymmetry of information at the end of the transition to IFRS and thus confirm the qualitative nature of the voluntary disclosure score previously calculated.

Expectations from the yield curve are the starting point of this research. The objective of this thesis is to answer the following question: to what extent can the term premium be anticipated by consumption? Following an extensive literature review, we propose a first modeling framework that places the term premium at the heart of a consumption-based asset pricing model. The term premium appears as a function of the variation in expected consumption growth. However, the model does not seem to give realistic values of risk aversion. A second model linking interest rates to consumption patterns appears more convincing. The link established between interest rates and consumption offers us new perspectives for an international test. We then show that consumption is related to the term premium and foreign currency investments.

The present research is built around the question of the relevance of stock options in terms of incentives for their beneficiaries. First of all, the objective of this work was to improve knowledge of the characteristics of stock option plans implemented within listed companies in France. Thus, an overview of these plans has been drawn up. An advantageous and developed remuneration practice has been highlighted. Then, interest is focused on the impact of stock option grants to managers and employees on accounting and stock market performance. The empirical study shows that the use of stock market performance indicators validates the incentive hypothesis, whereas the use of accounting measures shows insignificant results. Finally, the impact of the use of stock options on. R the direction of investment decisions has been analyzed. We show that stock option grants lead to a decrease in the level of investment and that part of the influence of these grants on stock market performance is linked to investment decisions.

This thesis focuses on the study, in the French context, of the debt behavior of firms dominated by controlling shareholders. First, we tried to analyze how the ownership of controlling shareholders affects the level of debt. Second, we tried to understand the impact of the conflict of interest between controlling and external shareholders on the level of debt of firms. Finally, we focused on family firms and sought to explore whether family-dominated firms are more or less indebted than other firms. The empirical results obtained in this thesis shed new light on a topic that has not yet been widely discussed in France. First, our empirical study shows that the relationship between debt and the percentage of capital held by controlling shareholders is of the inverted U form. As a result, leverage increases and then decreases with the capital ownership of controlling shareholders. Second, our results reveal that the more opportunistic the controlling shareholders are, the more they favor debt financing. Moreover, the hypothesis proposed by Jensen (1986) that firms with excess cash have a greater recourse to debt is rejected. Thus, the disciplinary role of debt is abandoned. On the other hand, debt is used by controlling shareholders as a tool to promote their opportunism at the expense of external shareholders. Finally, the study of the capital structure of family firms indicates that debt financing is rather prudent on the part of family controlling shareholders. Family firms are, in fact, less indebted than non-family firms. Nevertheless, the involvement of family shareholders in the management of the family firm modifies their attitude towards debt. We found that family firms run by a family member have more recourse to debt than other firms.

For a long time, the protection of minority shareholders has been a research topic mainly present in the legal literature. It was not until the development of corporate governance that this subject reappeared in the theoretical and empirical literature of finance. First, the question of the legitimacy of shareholder protection is raised. The empirical study carried out on the French market shows that minority shareholders are often expropriated by the coalition of shareholders that controls the company. In a second step, the concept of shareholder activism is analyzed. It was then observed that recourse to the judge is the most effective mode of action for activism. Finally, an in-depth analysis of a public offer mechanism specific to French law shows that the intervention of the legislator, in terms of shareholder protection, can have counter-productive effects.

From the threat of an international financial crisis, the possibility of a generalized banking crash, the threat of repudiation of international debts, demands for a moratorium. The international debt crisis seems to seriously threaten the whole system: the Euromarkets are stagnating and banks are readjusting their credit lines and retracting, and the dollar is soaring. It is in this context that France, following its political changeover, chose and implemented a debt policy designed at the outset as an emergency and transitory adjustment instrument. But little by little this instrument asserts itself as an element of economic policy according to a well-developed system. During the period under study, the problem of France's external debt was not a constant feature. The years of massive recourse to foreign capital make the debt a public problem posed according to a logic of staggered flows that favors the balance of these flows in the framework of the balance of payments. From the discovery of the harmful effects on France's external financial relations, there followed a phase of economic rigor completed by the liberalization of the economy and by a movement of debt reduction initiated by the state itself. From then on, companies regained their freedom of action. This is the phase where a real management strategy is implemented following a micro logic and based on the criteria of financial optimization and dynamic choice with definition of the horizons, reasoning in terms of costs by integrating the time factor by a discount rate.

In order to restore their profitability, the U.S. Congress removed some of the remaining restrictions on the activities of commercial banks. This deregulation in the 1980s changed the structure of banks' balance sheets in terms of deposit taking and product and service offerings. This new financial environment allowed well-managed institutions to adapt and improve their performance. Banks that did not implement consistent strategies failed in large numbers, while others were absorbed by competitors, marking the beginning of a gradual consolidation of the U.S. commercial banking industry in particular and the financial services industry in general. During the decade under review, there was an overall decline in the performance of commercial banks regardless of their size or location. The U.S. financial services industry is slowly transforming and the full impact of deregulation on commercial bank performance has yet to be seen.

The purpose of this research is twofold: the first, theoretical part, first establishes the necessity of obtaining quality social information in order to evaluate the risk-return balance of the firm. The problems posed by the external analysis of this information are also developed. These problems result in particular from the incompleteness of the theoretical models that link human resources and performance. These models are presented, as well as the insights provided by the numerous empirical studies devoted to the subject. The second part, which is empirical, tests the informational contribution of the social balance sheet from an external financial diagnostic perspective. This statistical work is based on social and financial data panels covering the period 1982-1989. These data make it possible to identify simultaneous and delayed associations between social variables and performance. Within the limits of the sample tested, the results show that the social balance sheet provides the investor with interesting elements, likely to shed light on the necessary control of the social management of managers.

The first part is devoted to the principle of portfolio diversification in an international context and to the integration of international financial markets. In chapter 1, it is shown that the variance of a portfolio can be substantially reduced by a diversification strategy, which makes it possible to reduce the non-systematic portion of the risk. The reduction of the variance is all the more important as the correlation coefficients between the selected securities are low. In the second chapter, it is empirically proven that international diversification is more efficient than domestic diversification, because of the low degree of correlation between markets. However, it involves an additional risk related to the variations of the exchange rates of the countries where the investments are made. The impact of currency risk on the risk of an international portfolio is measured in Chapter 3. The possibilities of eliminating currency risk, by hedging or by splitting, are also discussed, and the concept of global risk (market risk plus currency risk) is introduced. We conclude that the reduction of global risk by international portfolio diversification cannot be quantified, because of the difficulty in defining international systemic risk. International systemic risk can only be defined in an integrated market. It is therefore necessary to prove that the markets are integrated in order to measure the reduction of the non-systemic risk of an international portfolio.

This paper provides material for reflection on the practice and experience of Islamic banks. It deals with the Islamic banking system, which is based, in principle, on the prohibition of the practice of interest by Islamic law (Shari'a). In this thesis, we have tried to show how the "interest" system rejected by the Shari'a can be replaced by another system based on madaraba, musharaka (profit and loss sharing financing) and others that do not contradict Islamic law. We then tried to highlight the organization and functioning of the Islamic bank through an in-depth analysis of its activities and operating modes. Thus, we have been able to observe an adaptation of Islamic banks to all the banking requirements of the contemporary customer. Finally, the analysis of the performance and strategies of Islamic banks has allowed us to identify some problems and constraints they are facing. We have not missed the opportunity to bring solutions to these problems as well as to others that we think are useful for the development of Islamic banks.

The market of "Euro-notes" appears to be independent in its form and to be improving in its techniques and products. It reflects the characteristics of the new international finance. Our thesis attempts to highlight its functioning and its structure by analyzing its actors and its different methods of investment on the secondary market. It also attempts to assess the different risks of this market and the quality of issuers through rating. Finally, it proposes a strategy of profitability arbitrage based on the residual differences of the specific risk of a security from the market model.

Any investment exposes subscribers to an investment risk that is composed of several different types of default risk, which can be assessed by the market or by rating agencies. The compensating indemnity offered in return for the issuer's default risk is the default risk premium, which when added to the comparable risk-free rate of return (same coupon and maturity), gives the rate of return of the security. The first part of the research focuses on the default premium, which is the first tool that informs the financial community about the default risk of bonds. To answer this question, we proceeded as follows: in a first step, we searched for the parameters that have an influence on the default risk and the corresponding premium from the abundant existing financial literature. Then, in a second step, we proceeded to an empirical study in order to highlight the financial variables (through the ratios) that have an impact on the issuer's default premium The second part focuses on the evaluation of the default risk by the rating agencies, the best known of which are based in the United States because of their experience and credibility. S. A. . These include Moody's and Standard & Poor's. After a descriptive presentation of the rating agencies in France and in the world, we have tried, from an empirical study, to find the variables which are predictive of default, and therefore those which are used by the rating agencies, during the classification of bond securities. Finally, we compared the explanatory variables of default risk taking with those considered during the rating procedure (from the results obtained from the two empirical works) in order to see if the market and the rating agencies have or not the same criteria of evaluation of default risk.

During the last decade, the variability of interest rates has increased, putting life insurance companies at greater financial risk. To maintain their profitability and solvency, companies must manage this risk as well as possible. The thesis proposes to define an optimal policy of exposure to interest rate risk. It insists on the theoretical justifications for the existence of such a policy. The second part presents the methods available to obtain and maintain an optimal degree of risk exposure. The central tool used is duration, the theory, scope and effectiveness of which are discussed in detail. The third part empirically tests the effectiveness of the solutions implemented by insurance companies. The solutions are both legal and financial. The former provide a favorable environment for a good management of interest rate risk, the latter allow to reach the objectives designed by the first part: the optimal exposure to interest rate risk and the stability over time of the chosen level of exposure.