Relaxed managerial fiduciary duties and corporate payout policy
研究美国九个州的企业机会豁免法对企业支付政策的影响，发现该法导致支付显著下降，且下降在经理与股东利益冲突更严重、依赖外部融资的企业中更明显，支持资源转移和信号激励减弱两种假说。
Abstract We examine the effect of corporate opportunity waiver (COW) laws on corporate payout policies across nine U.S. states. Using a difference-in-differences approach, we document a significant decline in payouts following the adoption of COW laws. This reduction is more pronounced in firms where managers face greater conflicts of interest with shareholders and in firms reliant on external financing, particularly equity. Our results align with two non-mutually exclusive hypotheses: (1) the resource diversion hypothesis, where COW laws incentivize self-dealing managers to cut payouts and reallocate resources to alternative uses, and (2) the reduced signaling incentive hypothesis, where COW laws diminish managers’ motivation to use payouts as a tool to mitigate free-cash-flow agency problems. Further supporting the resource diversion channel, we find that affected firms experience deteriorating corporate performance and higher equity financing costs. These results suggest that managerial opportunism plays a dominant role in explaining the payout decline.