Equity or Debt Financing: Does Good Corporate Governance Matter?

ABSTRACT Manuscript Type: Empirical Research Question/Issue: We examine whether corporate governance plays a role in influencing a firm's choice of financing, i.e., equity versus debt. We hypothesize that the likelihood of equity financing increases with governance because of a reduction in agency costs between investors and managers in these firms. While the reduction in agency costs occurs for both equity and debt financing, we argue that there is a more significant effect on equity financing. Research Findings/Insights: Using a sample of over 2,000 US equity and debt issuances over the period 1998 to 2006, we find that our measures of corporate governance effectiveness have a positive impact on the likelihood of choosing equity compared to debt. This association is more pronounced in small firms where information asymmetry is higher between managers and investors. Theoretical/Academic Implications: Our findings refine and extend the pecking order hypothesis, which suggests that firms will issue equity as their last resort because of the high information asymmetry associated with equity financing. We provide some of the first evidence that the pecking order hypothesis can be mitigated by corporate governance. Specifically, we find that the likelihood of issuing equity increases as governance increases. Further, we find that where agency costs due to information asymmetry are greater, the positive impact of governance on the likelihood of equity financing is also greater. That is, in support of agency cost theory, we find that firms facing high agency costs benefit the most from investing in corporate governance mechanisms that lower the agency costs. We are not aware of any prior study, published or unpublished, that has documented this result. Practitioner/Policy Implications: From a practical perspective, our study suggests that firms wishing to access equity capital markets should pay attention to their corporate governance. Specifically, by investing in corporate governance systems, firms facing high agency costs may be able to obtain easier access to not just debt but also equity markets. From a practice standpoint, in the years prior to securing financing, firms should consider making improvements to their governance (e.g., changes to board structure and/or auditor), carefully weighing the costs of making these improvements against the benefits of securing better and cheaper access to equity markets.