Raising outside equity capital is one of the major financial decisions at the discretion of top managers. Received theory suggests that managerial discretion in the timing and pricing of equity offerings impacts shareholder value (e.g. Akerlof (1970), and Myers and Majluf (1984)). Myers and Majluf's model rests critically on the assumption that managers act in the interest of existing, or 'old,' shareholders, which invites the question of how managerial incentives affect corporate equity financing policies. To date, empirical tests of the theory have given little consideration to this important issue. We reason that the incentive for managers to maximize the benefit accruing to the ’old’ shareholders from the new equity offer depends on the degree of alignment between the goals of managers and those of existing shareholders. This study examines the link between managerial incentives and the equity issue decision, and develops implications for cross-sectional variation in the market response to seasoned equity offerings (SEOs).
The recent surge in interest in the link between executive compensation and major discretionary managerial decisions, such as corporate investments and dis-investments (see e.g., Datta, Iskandar-Datta, and Raman (2001), and Mehran, Nogler, and Schwartz (1998)) has accentuated the importance of internal control mechanisms in determining the information content of equity offerings. Given these recent evidence linking executive compensation and corporate investment decisions, managerial compensation is expected to have important implications for corporate financing decisions as well.