Academic journal article Journal of Economics and Finance

An Empirical Investigation of Going Private Decisions of U.S. Firms

Academic journal article Journal of Economics and Finance

An Empirical Investigation of Going Private Decisions of U.S. Firms

Article excerpt

Abstract

According to many managers, the Sarbanes-Oxley Act of 2002 caused the costs of being public to increase. Subsequently, following the Act, many firms went private rather than incur the costs. We investigate the differences in the financial characteristics of firms that went private between 1998 and 2003 and a control sample of firms which went public and did not go private Our results indicate that there are differences in the two groups, as well as differences in firms that went private prior to and following Sarbanes-Oxley. Taken together, our results are indicative of going private to avoid the higher costs of being public post Sarbanes- Oxley.

(JEL: G 18, G34)

Introduction

Although there were some going private transactions during the 1970s (DeAngelo et al., 1984), going private transactions first became popular during the 1980s. The focus at that time was on the use of going private as a form of corporate governance as well as a type of financing (Lehn and Poulsen, 1989), whether it be through a leveraged buyout or through an employee stock purchase. While these going private decisions were met with positive market responses, new tax legislation in 1986 reduced both the numbers and the profitability of these transactions (Newbould et al., 1992).

More recently, going private transactions have again come to the forefront, but this time the focus is on the cost/benefit tradeoffs of being a publicly traded firm compared to a privately held firm. Some firms have decided that meeting quarterly earnings expectations have limited their ability to expand at the same time that being public did not provide expected liquidity (Grant, 2005). Several banks that went public during the 1990s have also decided to go private by reducing the number of shareholders to less than 300, citing the increased costs of being public (Sisk, 2005).

Since previous studies have found significant positive abnormal returns when firms first announce that they are going private (Lehn and Poulsen, 1989), investors should profit if they can ascertain in advance the characteristics of firms that may choose to go private. This study makes two major contributions. First, we use discriminant analysis to determine the characteristics of firms going private compared to a matched sample of firms that went public at the same time, but which did not go private. . We find that there are significant differences in the financial characteristics of firms that choose to go private versus firms that choose to remain public.

Additionally, since the recently passed Sarbanes-Oxley law places additional costs on publicly held firms, we also test to see if the characteristics of firms going private have changed post Sarbanes-Oxley. Again, using discriminant analysis we find significant differences between firms that went private before the passage versus firms that go private following the new law.

A review of the literature ending with our two formal hypotheses is next. Section III is the Methodology and IV is the Sample and Independent Variables. Tests and Results are in Section V and the Conclusion is in Section VI.

Literature

DeAngelo et al. (1984) examine going private restructuring for the time period 1973-1980. They divide their sample into transactions where management seeks total equity ownership of the corporation and leveraged buyouts. While both will reduce the costs of being public, leverage buyouts also provide additional benefits of stronger monitoring by debt holders. They find that the stock price went up an average of 22% for the two day announcement window with the pure going privates having a 25% abnormal return and leveraged buyouts having only a 17% abnormal return. Slovin et al. (1991) find that industry rivals also benefit when firms make going private announcements. These rivals experience a statistically significant increase of 1.32% over the two day window. Thus, being able to identify potential going private firms should result in significant returns.

The issue of corporate governance is the focus of Lehn and Poulsen (1989) who investigate the sources of stockholder gains from going private transactions for the years 1980 through 1987. They substantiate Jensen's (1986) free cash flow agency problem and find that a significant portion of the going private bids have competing hostile takeover bids. They find a 16% abnormal return for the three day announcement window. In determining the likelihood of going private, Lehn and Poulsen (1989) find that compared to a sample of firms that did not go private, the going private firms have significantly higher cash flows and lower growth rates.

Rao et al. (1995) also examine the financial characteristics of firms that went private from 1981 through 1992. Compared to a control sample of firms that did not go private, they find that the greater the market to book value and the higher the growth rate, the less likely a firm is to go private. Concurrently, they find that the greater the cash flows, the more likely a firm is to go private. They do not find a relationship between firm size and the likelihood of going private. Halpern et al. (1999) focus only on LBOs and argue that there are really two types of leveraged buyouts for firms going private: those in which managers have little ownership and those in which managers have significant equity ownership and thus do not face the prospect of hostile takeovers. They use a temporal matching procedure but do not match on size or industry. We follow Song and Walking (1993), however, to eliminate any industry bias. Their findings do not support the free cash flow hypothesis but their findings do support their heterogeneity hypothesis.

In addition to the free cash flow hypothesis, tax considerations also play a large part in explaining the leveraged buyouts and the going private transactions during the 1980s. Newbould et al. (1992) find that after the Tax Reform Act of 1986, less than 50% of the premium could be attributed to the reduction in taxes. Scholes and Wolfson (1990) also study the impact of tax legislation and they find a reduction in U.S. merger and acquisition activity following the same law.

Rather than going private transactions, the 1990s were marked by a tremendous increase in the number of IPOs. Following the boom and bust of the internet craze, stock prices fell and the perceived benefits did not materialize for many of these newly public firms. Hsu (2004) outlines the costs and benefits of going public. The benefits include a potential source to finance growth, a means for the exit of venture capitalists, prestige, analyst coverage and increased liquidity. Costs of being a publicly traded firm include the direct costs of accounting, auditing, filing of SEC documents etc., also in addition to the indirect costs such as that public disclosure can help competitors in ascertaining their strategic plans. Public firms that are not receiving the expected benefits may decide to go private. Brau and Fawcett (2006) find that the primary reason for going public is to facilitate making acquisitions, while the primary reason for staying private is avoid ownership dilution.

Thus, the more recent going private decisions can best be understood in terms of a cost-benefit analysis of going public. Talley (2003) finds that while truly large firms (market cap of $20 billion to $99 billion) are covered by an average of 19 analysts, firms below $500 million are covered by only 3 analysts, and firms with a market cap below $50 million are not covered at all. Nevertheless, these firms must continue to fill out the same reports for the SEC. Block (2004), in a survey of 110 firms that went private from 2001-2003, finds that the cost of being public was the most frequently cited reason for going private. Additional motives for going private include a lack of liquidity and falling stock prices making existing stock options far underwater.

The passage of Sarbanes-Oxley increased the costs of being public at the same time that the benefits were decreasing. Carney (2006) supplies evidence that going private is a reaction to Sarbanes-Oxley. Carney finds that much of the increased cost is due to the necessity of CEOs and CFOs to certify the accuracy of financial statements resulting in greater internal controls, larger penalties, and increased insurance premiums. Both Rosenthal et al. (2005) and Engel et al. (2004) evaluate the abnormal returns associated with announcements of going private and find significant abnormal returns of approximately 26%.

Therefore, being able to classify firms as potential going private enterprises should result in significant positive returns. It is also clear that the recent going private transactions are being made for different reasons than those in the 1980s. For that reason, our matched sample for the going private concerns is similar sized firms in the same industry that went public during the same year, but which did not go private. We believe that matching firms by industry is important since some studies (Carney, 2006) have found that some industries are represented disproportionately. This leads to our two hypotheses:

Hypothesis 1: Firms that go private are significantly different in predictable ways from firms that went public at the same time and remained public in regards to their financial characteristics.

In particular the belief is that firms that go private are more likely to:

1. Be smaller in size.

2. Have lower growth prospects.

3. Be less profitable.

4. Have less debt.

5. Have less predictable earnings.

6. More likely to be in financial distress.

7. Have higher liquidity.

Hypothesis 2: Going private firms after passage of the Sarbanes-Oxley Act will be significantly different in predictable ways than those going private prior to its passage with regards to their financial characteristics.

Methodology

The question to be resolved is one of classification or prediction and evaluation of the accuracy of that classification. Specifically, can firms be assigned on the basis of selected financial variables to one of two groups: (1) firms known to be going private (FGP), or (2) firms not going private, but rather remaining public (PF). Secondly, we assess whether firms that chose to go private before passage of the Sarbanes-Oxley Act (PRESOX) differ significantly in their financial profile from the firms that went private after passage of that bill (POSTSOX). Multiple Discriminant Analysis (MDA) provides a procedure for assigning firms to predetermined groupings on the basis of variables or attributes whose values may depend on the group to which the firm actually belongs. Since the purpose of this study is not just to analyze firms, but to also establish a model that will predict firms which firms may go private in the future, a multivariate analysis is needed. Altman (1968) first showed that sets of ratios used in multivariate analysis were better descriptions of the companies and had more predictive power than individual ratios used in univariate tests. Further, since accomplishment of the purpose of this study involves testing the two primary hypotheses named above, the model is used twice, albeit with the two different samples explained in the next section.

The use of MDA for the purpose of prediction is well established. It is appropriate when the dependent variables are nominally or ordinally measured; in this case, firms are either going private or they are not. In addition to Altman's study predicting corporate bankruptcy, MDA has been used to predict common stock quality ratings (White, 1975), financially distressed property-liability insurance firms (Treschmann and Pinches, 1973), the failure of small businesses (Edminister, 1982) and growth (Evans, 1987; Payne, 1993).

Since the objective of this study is to determine the discriminating capabilities of the entire set of variables, all the independent variables are entered simultaneously. The predictive power of the entire set of independent variables is thus measured (Hair et al., 1992). The computer program used to perform the analysis is SPSS 12.0 Discriminant Analysis.

Selection of Sample and Independent Variables

We obtain a sample of going private firms over the 1999-2003 period from the Thomson Financial Securities Data Corporation's Global New Issues. We restrict our analysis to going private transactions that are completed and confirm the sample by examining 13E and SC TO-T filings from Edgar. To qualify for the sample, the going-private transactions must have occurred in the period from 1999 until 2003, must have stock price data available in CRSP, and have data available from Compustat. Firms that are forced to go private because of being delisted are not included. We also create a control sample from SDCs Global New Issues database of firms that did initial public offerings within a year of the sample going private firms, but that did not go private subsequently. The control firms are matched to the firms that went private according to 3 digit SIC. We end up with a sample of 221 firms that went private along with their matched sample of 221 firms.

Previous studies using this and other statistical methods have chosen explanatory variables by various methods and logical arguments. A basic tenet of this study is that investors at the margin evaluate the degree of risk in an investment and compare it to the investment's potential rate of return. Investors at the margin "trade off proxies for risk and return in buying and selling securities to establish demand and thus, price or market value. In this study the group of explanatory variables contains standard measures of risk and return. In addition, there is a measure of the size of the firm. The following financial characteristics are used in our MDA:

Size

Since SEC requirements for reporting are the same regardless of the size of the firm, we hypothesize costs may be particularly burdensome for small firms, and hence, that going private firms will be smaller than firms that remain public. Also, information asymmetry is likely to be worse for smaller firms so again, an incentive exists to go private. Lehn and Poulsen (1989) find that going private firms are significantly smaller but Rao et al. (1995) and Block (2004) find that size is not significant. Thus, there remains some question about the characteristic of size. We use the log of Total Assets as our measure of size.

Growth Prospects

We, along with others (Lehn and Poulsen, 1989, Rao et al., 1995, Halpern et al., 1999, Block, 2004), hypothesize that going private firms have lower growth prospects. We use the Price/Book ratio as the market's perception of future positive reinvestment and the lower the P/B, more likely to go private. Poor investment prospects also increases the likelihood of agency problem of excess cash and if stock price has been performing poorly, will have lower P/B and again, more likely to go private.

Profitability

The less profitable a firm, the more likely the firm is to go private. There are two reasons for this: First, the firm will be more likely to suffer from underpricing of its shares during a seasoned equity offering if it is decides to access the capital markets, making it less likely to benefit from this advantage for being public, and secondly, marginally profitable firms are more likely to consider the incrementally higher costs of being public prohibitive.

Debt

We use the ratio of debt to total assets to proxy for financial leverage. Using Jensen's free cash flow hypothesis (1986), we expect that the lower the debt, the more likely agency issues exist due to low levels of creditor monitoring, and therefore, the more likely to go private. Both Rao et al., 1995, and Halpern et al. (1999), expect less debt for going private firms.

Earnings Predictability

We use the variance of quarterly earnings for eight quarters prior to the going private attempt; hence, the higher the earnings volatility, the lower the earnings predictability. The less predictable earnings are, the worse firms will be treated by analysts and the more likely managers will focus on quarterly earnings rather than long term prospects. So, to the extent that earnings are less predictable, the more likely to go private.

Financial Distress

Firms that are closer to bankruptcy are more likely to go private since managers or takeoverfirms can buy the shares of the firm at a low premium relative to comparable firms. The takeover firm or managers can then restructure the firm and realize the cash flow benefits from taking the firm private. Firms closer to bankruptcy also benefit from going private because they avoid the costs of being public (including the costs of reporting and disclosure requirements for publicly traded firms). We use Altman's (1968) Z score for financial distress with the higher the score, the less financial distress.

Balance Sheet Liquidity

Block (2004) found that the absence of liquidity (meaning the ability to raise funds) was the fourth highest reason for going private. We also include liquidity in our analysis, and we interpret liquidity as follows. Firms with high amounts of balance sheet liquidity may be more attractive acquisition targets, because the managers of buyout firm can take the firm private and use cash for restructuring. Furthermore, firms with more cash would have less of a need to access the capital markets, which reduces the benefit of being public. Such firms may have difficulty in raising funds, but given that they are characterized by high levels of balance sheet liquidity, they do not need to access the capital markets. Hence, we anticipate that firms with high liquidity would be more likely to go private. We use cash and equivalents divided by total assets to measure balance sheet liquidity.

In sum, there are seven explanatory variables in the multiple discriminant model.

They are as follows:

Xl -Size

X2 - Price to Book Ratio

X3 - Return on Equity

X4 - Debt

X5 - Earnings Predictability

X6 - Financial Distress

X7 - Liquidity

The explanatory variable profile contains basic measures of common financial variables. They were chosen, as in any experimental design, because of their consistency with theory, adequacy in measurement, the extent to which they have been used in previous studies and their availability from a reputable source.

Tests, Results, and Validation

We perform separate Multiple Discriminant Analysis for both Hypothesis 1 and Hypothesis 2. We present the tests, results, and validation for Hypothesis 1 first, then the results of the same tests for Hypothesis 2. Since both are tested in exactly the same way, for the sake of brevity the explanation of how the model is set up and examined is presented only for the first question. The Conclusions and Implications for both are combined in the last section.

Hypothesis 1: Firms that go private are significantly different from firms that went public at the same time and remained public in regards to their financial characteristics.

Classification of firms is relatively simple. The values of the seven variables for each firm are substituted into equation (2). Thus, each firm in both groups receives a Z score. If a firm's Z score is greater than a critical value, the firm is classified in group one, firms going private (FGP). Conversely, a Z score less than the critical value will place the firm in group two, public firms (PF). Since the two groups are heterogeneous, the expectation is that FGP will fall into one group and the PF firms will fall into the other.

Interpretation of the results of discriminant analysis is usually accomplished by addressing four basic questions:

1. Is there a significant difference between the mean vectors of explanatory variables for the two groups of firms?

2. How well did the discriminant function perform?

3. How well did the independent variables perform?

4. Will this function discriminate as well on any random sample of firms as it did on the original sample?

To answer the first question, SPSS provides a Wilk's Lamda - Chi Square transformation (Cooper and Schindler, 2001). The calculated value of Chi-Square is 19.26. This exceeds the critical value of Chi-Square of 14.07 at the five percent level of significance, with 7 degrees of freedom. The null hypothesis that there is no significant difference between the financial profiles of the FGP and PF groups is therefore rejected, and the first conclusion drawn from the analysis is that the two groups have significantly different financial characteristics. This result was not expected or unexpected. It was simply unknown prior to the analysis.

The discriminant function thus has the power to separate the two groups. However, this does not mean that it will in fact separate them. The ultimate value of a discriminant model depends on the results obtained. That is, what percentage of firms is classified correctly and is that percentage significant?

To answer the second question a test of proportions is needed. Of the 221 firms in the FGP group, 109 were classified correctly. Of the 221 firms in the PF group, 160 were classified correctly. That is, from a total of 443 firms 269, or 61 percent, were classified correctly. The results are shown in Table 1.

The null hypothesis that the percentage classified correctly is not significantly different from what would be classified correctly by chance is rejected. The evidence suggests that the discriminant function performed very well in separating the two groups. Again, given the disparity of the two groups, it is not surprising that the function classified sixty one percent correctly.

The arithmetic signs of the adjusted coefficients in Tables 2 are important to answer question number three. A positive sign indicates that the greater a firm's value for the variable, the more likely it will be in the FGP group. On the other hand, a negative sign for an adjusted coefficient signifies that the greater a firm's value for the variable, the more likely it will be classified in the PF group. Thus, according to Table 2, the greater the values for all the explanatory variables except the measure of the size of the firm, and return to equity have a positive relationship and are characteristic of firms that choose to go private.

The relative contribution of each variable to the total discriminating power of the function may be obtained by standardizing (pooled within group variances) the canonical coefficients of the discriminant function. These coefficients are given in the output of the SPSS 12.0 program. The standardized canonical coefficients are shown in Table 2.

Table 2 reveals that the measure of return on equity made the greatest contribution to the overall discriminating function. It is followed respectively by Altman' s Z, liquidity, me price to book value ratio, the measure of size, financial leverage, and finally, earnings predictability. Some multicollinearity may exist between the variables. For example, as financial leverage increases, Altman's Z should also increase because Altman's Z may be a partial function of greater leverage and thus, risk. Hair et al. (1992) wrote that consideration of multicollinearity becomes critical in stepwise analysis and may be the factor determining whether a variable should be entered into a model. However, when all variables are entered into the model simultaneously, the discriminatory power of the model is a function of the variables evaluated as a set, it becomes less important.

Thus, the null hypothesis that there is no significant difference between the proportion of firms classified correctly in the original test and the proportion classified correctly in the validation test cannot be rejected. Therefore, it can be concluded mat while there may be some bias in the original analysis, it is not significant. The procedure will classify new firms as well as it did in the original analysis.

In addition to the validation procedure, researchers usually address the question of the equality of matrices. One of the assumptions in using MDA is that the variance-covariance matrices of the two groups are equal. The SPSS program tests for equality of matrices by means of Box's M statistic. In this study Box's M transformed to the more familiar F statistic of 15.9 resulted in a .0001 level of significance. Thus, the null hypothesis that the two matrices are equal cannot be rejected, and the midpoint value between the two group means can be defined as the critical Z value.

The signs of the adjusted coefficients also provide insights regarding the characteristics of firms that choose to be FGP or PF. The coefficient of Return on Equity is negative, indicating that more profitable firms remain public. This result is consistent with the hypothesis, namely, that marginally profitable firms may perceive the costs of being public as prohibitively high, and for this reason, go private. The coefficient of distress is positive, indicating that firms that are closer to bankruptcy are more likely to go private. It may be the case that firms in distress are not in favor with the market and may be undervalued. Balance sheet liquidity, measured as cash to total assets, has a positive sign. This is consistent with the notion that firms with higher levels of cash have a reduced the need to access the capital markets to raise funds, hence, do not realize the benefits of being public.

Price to book has a positive coefficient, inconsistent with the hypothesized sign. However, it may be the case that managers or takeover companies may benefit from owning high growth assets privately and accruing all profits to themselves, and hence take the firm private. The coefficient of size is negative, indicating that smaller firms are more likely to go private. This result is consistent with the hypothesized sign. The sign on the coefficient on leverage is positive, indicating that firms with higher leverage are more likely to go private. This result is inconsistent with the hypothesized sign; however, it may benefit managers or buyout specialists to take the firm private and use the relatively low cost debt to restructure the firm. Finally, we observe a positive sign on the coefficient of earnings predictability, consistent with the hypothesized sign. In other words, firms with low predictability (high earnings predictability score) are more likely to go private. Perhaps these firms suffer from excessive stock price volatility and undervaluation in the market, reducing the benefits of being public. Taken together, these results support the conjecture that being public is prohibitively costly for smaller, less profitable, and more levered firms both before and after the Sarbanes-Oxley Act became law.

Hypothesis 2: Going private firms after passage of the Sarbanes-Oxley Act will be significantly different than those going private prior to its passage.

If Sarbanes-Oxley made being public prohibitive for FGP firms, we would expect to see differences in the characteristics of FGP firms prior to and after the Act. Results of this investigation follow.

The classification and statistical tests of that classification were done exactly as before. It was found that there was indeed a significant difference in the financial variable profile between the PRESOX and the POSTSOX companies. As shown in Table 3, the model classified a statistically significant 63.3 percent of the firms correctly. There was no a priori expectation regarding this outcome. As in the previous case, it simply was not known. The table shows the results of the classification for each group of FGP.

The results of the relative contribution of each variable to the total discriminating power of the discriminant function are shown in Table 4. As in the previous case, the measure of return on equity made the greatest contribution to the overall discriminating function. It is followed respectively, in this case, by financial leverage, the price to book value ratio, liquidity, Altman's Z (distress), earnings predictability and finally, the measure of size.

The differences in the analysis of the two hypotheses may be illustrated in a comparison of Tables 2 and 4. The measures of return to equity, and Altman's Z were the most important financial characteristics separating the firms that chose to go private and the firms that remained public. The least important measures were earnings predictability and financial leverage.

The measures of return on equity and financial leverage were the most important financial characteristics separating the firms that went private before passage of the Sarbanes-Oxley act, and those that went private after the law was passed. Earnings predictability and the measure of size were the most insignificant characteristics separating those two groups. We next discuss each coefficient in order of importance.

The coefficient of Return on Equity is positive, indicating that post Sarbanes-Oxley, firms that went private tended to be more profitable than prior to Sarbanes-Oxley. It may be the case that firms that in the post Sarbanes-Oxley period, the higher costs of being public raised the limit of necessary profitability to offset the costs of being public. The sign on leverage was positive as well, indicating that after Sarbanes-Oxley, it became more beneficial for more highly levered (and perhaps lower credit quality) firms to be private.

The sign on price to book is positive, as is Altman's Z (distress). Perhaps post Sarbanes-Oxley, it became undesirably costly to be public for firms with high levels of distress. Earnings predictability had a negative sign, indicating that after Sarbanes-Oxley, firms with lower volatility of earnings (a higher predictability score) were less likely to go private than prior to Sarbanes-Oxley. The coefficient of balance sheet liquidity was positive, consistent with the notion that even firms with higher liquidity found it prohibitive to remain public following the Act. Finally, size has a negative coefficient, indicating that after Sarbanes-Oxley, smaller firms may find that the costs of being public outweigh the benefits. Taken together, these results indicate that going private appears to be a response to the higher reporting and disclosure requirements under Sarbanes-Oxley.

Summary and Conclusion

This paper investigates the financial characteristics of firms that went private between 1998 and 2003 for the purpose of first, determining the financial characteristics of firms that went private in that period, as opposed to a like group of firms that went public at the same time as the sample firms, and remained public. Further, since the recently passed Sarbanes-Oxley law places additional costs on publicly held firms, we also tested to see if the characteristics of firms going private have changed since the enactment of that law.

The conclusions follow the analysis. In the first instance it was found that the firms that choose to go private did indeed have a unique financial profile. They tended to have lower returns to equity shareholders, a greater chance of financial distress, greater growth prospects, higher liquidity, smaller in size, a greater degree of financial leverage, and finally, lower earnings predictability.

Four of the above conclusions were expected, two were mild surprises, and one was simply not known. It was expected that the firms that went private would be characterized by lower returns on equity, have lower earnings predictability, higher balance sheet liquidity, and have a greater chance of financial distress. The findings that those firms had better growth prospects and greater levels of financial leverage were the opposite of what was hypothesized, and mild surprises.

In the second hypothesis regarding firms that went private before the Sarbanes - Oxley Act, it was found that they were smaller in size, and had less earnings predictability than firms that went private after the act. Their growth prospects, liquidity, financial leverage, return to equity ratios, and potential for financial distress were all found to be higher than the firms that went private after the act. The measures of return to equity and earnings predictability changed signs in the results of the two analyses. That is, earnings predictability ceased to be a surprise outcome, and return on equity became one.

The question of why groups of firms have unique characteristics is important, but beyond the scope of this study. A study is needed that will address this and other questions about the nature of firms going private. These results are offered as an empirical explanation of analysis of unbiased data using standard statistical procedures.

This study has resulted in a contribution in the construction of a theory that may identify the nature of firms that choose to go private. A complete theory would have implications for investors, investment counselors, financial managers, and academicians.

[Reference]

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[Author Affiliation]

By Kim Gleason, Bruce Payne, and Joan Wiggenhorn *

[Author Affiliation]

* Kim Gleason, Assistant Professor of Finance, Department of Finance, College of Business, Florida Atlantic University, Boca Raton, FL; kgleason@fau.edu. Bruce Payne, Professor of Finance, Andreas College of Business, Barry University, Miami Shores, FL; bpayne@mail.barry.edu. Joan Wiggenhom, Assistant Professor of Finance, Andreas College of Business, Barry University, Miami Shores, FL; jwiggenhom@mail.barry.edu.

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