The correlation of the Governance Index with returns, firm value, and operating performance could be explained in several ways. Section IV sets out three hypotheses to explain the results. Hypothesis I is that weak shareholder rights caused additional
agency costs. If the market underestimated these additional costs, then a firm's stock returns and operating performance would have been worse than expected, and the firm's value at the beginning of the period would have been too high. Hypothesis II is that managers in the 1980s predicted poor performance in the 1990s, but investors did not. In this case, the managers could have put governance provisions in place to protect their jobs. While the provisions might have real protective power, they would not have caused the poor performance. Hypothesis III is that governance provisions did not cause poor performance (and need not have any protective power) but rather were correlated
with other characteristics that were associated with abnormal returns in the 1990s. While we cannot identify any instrument or natural experiment to cleanly distinguish among these hypotheses, we do assess some supportive evidence for each one in Section
V. For Hypothesis I we find some evidence of higher agency costs in a positive relationship between the index and both capital expenditures and acquisition activity. In support of Hypothesis III we find several observable characteristics that can explain up to one-third of the performance differences. We find no evidence in support of Hypothesis II. Section VI concludes the paper.
The correlation of the Governance Index with returns, firm value, and operating performance could be explained in several ways. Section IV sets out three hypotheses to explain the results. Hypothesis I is that weak shareholder rights caused additionalagency costs. If the market underestimated these additional costs, then a firm's stock returns and operating performance would have been worse than expected, and the firm's value at the beginning of the period would have been too high. Hypothesis II is that managers in the 1980s predicted poor performance in the 1990s, but investors did not. In this case, the managers could have put governance provisions in place to protect their jobs. While the provisions might have real protective power, they would not have caused the poor performance. Hypothesis III is that governance provisions did not cause poor performance (and need not have any protective power) but rather were correlatedwith other characteristics that were associated with abnormal returns in the 1990s. While we cannot identify any instrument or natural experiment to cleanly distinguish among these hypotheses, we do assess some supportive evidence for each one in SectionV. For Hypothesis I we find some evidence of higher agency costs in a positive relationship between the index and both capital expenditures and acquisition activity. In support of Hypothesis III we find several observable characteristics that can explain up to one-third of the performance differences. We find no evidence in support of Hypothesis II. Section VI concludes the paper.
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