Who is more visionary in mergers: Commercial vs. investment banks

Early papers concerning bankers on board usually focus on the rationale of bank entry and such effects on company performance. Recently, Güner, Malmendier, and Tate (2008) started to look at the different effects of the bankers with different expertise on the investment strategy and post-entry performance of the firms on which they have board seats. This study extends this line of research to further examine the relationship between the change of different types of financial professionals’ equity holdings of acquiring firms prior to merger completion dates and these acquirers’ post-merger performance. Using 381 U.S. listed acquirers during 2000–2005, we find that the changes of the ownership of commercial banks and insurance companies are positively related to the acquirers’ short-term performance. However, only the changes of the ownership of investment bankers are negatively related to the bidders’ long-term performance, implying that, due to conflict of interests, investment bankers probably aim at the increase of the short-run post-merger performance of the acquiring companies of which they have relatively larger equity holdings.     

The effect of mergers and acquisitions on environmental,social and governance performance and market value: Evidence from EU acquirers

This study explores the effect of environmental, social, and governance (ESG) performance on market value and performance in the context of mergers and acquisitions. We examine whether acquisition of targets with better ESG performance can help acquirers to increase their own ESG performance and whether the market values the increased ESG performance positively. Moreover, we explore whether the acquisition of targets with better ESG performance affects the market value of acquirers. For this study, we utilize a sample of 100 European mergers and acquisitions between 2003 and 2017, for which matching data on the ESG performance of both the target and acquiring firms are available. Our results show that the postmerger ESG performance of the acquirer increases following the acquisition of a target that has higher ESG performance than that of the acquirer in the premerger stage, whereas the postmerger market value of the acquirer increases following an increase in the acquirer's postmerger ESG performance in relation to its premerger ESG performance. Finally, we provide partial evidence of a positive relationship between the postmerger market value of the acquirer and the acquisition of a target with higher ESG performance than itself in the premerger stage.     

Consolidation in the financial services industry: Are there industry gains for acquisitions of security firms?

We examine the revaluation of target security firms, their respective acquirers, both banks and non-banks, and their corresponding rivals before and after the major consolidation wave of 1994 to 1997. We find that target security firms as well as their respective acquirers are favorably revalued at the time of their acquisitions. The valuation effects are more favorable for non-bank acquirers and for acquirers with more growth potential and a lower degree of financial leverage. This suggests that investors expect greater synergies for mergers by better capitalized, faster growing, non-bank acquirers. In contrast to previous merger studies that generally find negative wealth effects for acquiring firms, cumulative abnormal returns (CARs) are on average positive for acquirers, targets, and portfolios of competing security firms, with the highest positive CARs for targets.     

融资约束与企业并购——来自中国上市公司的经验证据

利用2010—2018年中国沪深A股上市公司的并购数据，采用Logistic回归和双重差分估计法研究融资约束对企业并购的事前选择效应及并购对目标方融资约束的事后处理效应。研究结果表明：（1）在融资能力方面具有优势的企业更有可能成为潜在的收购方，且其更偏好于收购融资约束程度与自身存在差异（高于自身）的中等规模企业；（2）并购后，目标方的融资约束程度总体上显著降低，但不同成长能力和所有权性质的企业存在异质性，对于非国有企业和成长能力较高的企业，并购带来的融资约束缓解效应更显著。研究结论表明，通过缓解目标方融资约束获得协同效应是企业并购的重要驱动力。     

Investment banks advising takeover targets

Should takeover target firms hire top-tier investment bank advisors? For a sample of mergers and acquisitions between publicly traded U.S. acquirers and targets, in deals in which targets hire top-tier banks, targets earn higher premiums and abnormal returns; the probability of stock payment is lower, especially when bidder stock is potentially overvalued; acquirers, however, do not necessarily earn lower abnormal returns, and combined returns are higher. Controlling for self-selection does not erode, but, in some cases even strengthens the results. The evidence suggests that top-tier investment banks advising targets benefit shareholders of client firms by making better deals, instead of simply bargaining against the acquirers. The findings shed light on the role of advisor incentives when linking advisor quality and shareholder wealth.     

The Roles of Chinese CEOs in Managing Individualistic Cultures in Cross-border Mergers and Acquisitions

The individualism-collectivism culture represents an important and well-researched distinction across cultures. Yet research is less clear about how the different levels of individualistic cultures in host countries affect the success of an increasingly important firm strategy – cross-border mergers and acquisitions (CBMAs). This study addresses this key research question in the context of Chinese firms’ CBMAs, as Chinese firms are increasingly acquiring targets outside of China in the New Normal global business landscape. This study further theorizes and tests how the Chinese acquirer CEOs’ characteristics moderate the wealth creation relationship. In an analysis of 404 Chinese firms’ CBMAs, we found that an individualistic culture in the host country is negatively associated with Chinese acquirers’ CBMA wealth creation. We also demonstrate that Chinese CEOs’ exposure to foreign culture and female gender weaken that negative relationship, while CEO duality strengthens this negative relationship. Our research thus suggests that culture in host countries can negatively affect acquirers’ CBMA performance, but CEOs may be able to manage the effects of the culture to increase their CBMA performance.     

Flow Signals: Evidence from Patent and Alliance Portfolios in the US Biopharmaceutical Industry

Integrating signalling theory and the portfolio diversity literature, we theorize that diversity in a firm's patent and alliance portfolios sends contrasting flow signals impacting its market value in a nuanced way. Diversity in an alliance portfolio mediates the patent portfolio diversity – market value relationship by suppressing the negative effect of patent portfolio diversity creating an overall positive effect. We test our mediation model on a longitudinal set of 225 US biopharmaceutical firms that were awarded 17,078 patents and participated in 37,744 alliances between 1990 and 2006. Our theory and findings contribute three novel insights. First, we demonstrate the value of a temporal lens in explaining why diversity in a firm's patent and alliance portfolios send flow signals that establish expectations among market observers and have performance implications. Second, establishing that patent and alliance portfolio diversity are temporally sequenced provides compelling evidence for the value of studying multiple types of portfolios, their temporal relationships and effects on firm outcomes. Third, since diversity in a firm's portfolios can send contrasting flow signals conditioned on the cognitive demands and proximity involved in interpreting the signals, firms that do not maintain a ‘signalling fit’ with market observers increase the probability of unintentional negative signalling effects.     

共享审计可以提高并购绩效吗？——来自中国A股上市公司的经验证据

以2004—2016年我国A股上市公司的并购事件为样本，研究并购双方共享审计师对并购绩效的影响，并考察了信息不对称程度对两者之间关系的调节作用。结果表明并购双方共享审计师能显著提高并购方及目标方的并购绩效；对于信息不对称程度更大的跨行业、跨地域并购事件，共享审计对并购绩效的正向影响更为显著。进一步检验发现共享审计可以显著降低并购双方之间的信息不对称程度，进而导致较低的并购溢价。     

What do bank acquirers value in non-public bank mergers and acquisitions?

This study investigates what target, market, and acquirer characteristics influence book value multiples in 288 non-public bank acquisitions from 2001 Q3 to 2005 Q4. Multiples rise with acquirer size and capital ratios. Targets with high proportions of industry-adjusted core and large deposits have higher multiples. When using target variables relative to acquirers, multiples rise with higher proportions of core and large deposits, larger average bank size in the market, and relative growth in assets, loans, and deposits as well as market growth. In contrast to prior findings for public targets, acquirers do not pay premiums for target accounting performance.     

Managerial Motives in Mergers: Propensity Score Matching Approach

Recent research finds that managers of public firms overpay for acquisitions relative to private equity acquirers and that the public acquirer ulterior motives explain the apparent overpayment. I find that, in sharp contrast to the existing literature, the difference in what public firm managers are willing to pay for their targets can be attributed to efficiency motives (using the propensity score matching to remove a significant amount of bias from the sample allows for cleaner comparisons). Additional support for these results is found by examining transactions in which both public and private equity firms are bidding on the same target. Copyright © 2012 John Wiley & Sons, Ltd.     

Effects of Firm R&D Investment and Environment on Acquisition Likelihood*

abstract R&D investments contribute to the development of firm technology resources, and the possession of such resources often increases a firm's attractiveness as a potential acquisition target. However, the value ascribed to a firm's technology resources by would‐be acquirers may be moderated by its industry's environmental characteristics. Using data from 2886 firms, we find that investments in R&D predict acquisition likelihood and that R&D investments are most strongly associated with acquisition of firms under conditions of high environmental munificence and dynamism. Theoretical and managerial implications are discussed.     

PATENTS,R&D,AND TECHNOLOGICAL SPILLOVERS AT THE FIRM LEVEL: SOME EVIDENCE FROM ECONOMETRIC COUNT MODELS FOR PANEL DATA

This paper analyses the relationship between the main determinants of technological activity and patent applications. To this end, an original panel of 181 international manufacturing firms investing substantial amounts in R&D during the late 1980s has been constructed. The number of patent applications by firms is explained by current and lagged levels of R&D expenditures and technological spillovers. Technological and geographical opportunities are also taken into account as additional determinants. In order to examine this relationship, several econometric models for count panel data are estimated. These models deal with the discrete nature of patents and firm specific unobservables arising from the panel data context. The main findings of the paper are first, a high sensitivity of results to the specification of patent distribution. Second, the estimates of the preferred GMM panel data method suggest decreasing returns to scale in technological activity and finally a positive impact of technological spillovers on firm's own innovation. © 1997 John Wiley & Sons, Ltd.     

专利无效宣告的市场反应研究

既有文献忽视了作为行政保护手段的专利无效宣告。通过专利无效宣告事件识别无效宣告方和专利被无效宣告方,采用事件研究法探讨投资者对专利无效宣告的市场反应。基于2014—2020年无效宣告数据的经验证据表明：投资者对发起专利无效宣告公司有显著正向市场反应,而对专利被无效宣告公司有显著负向市场反应;无效宣告的专利质量越高,投资者的市场反应越大,说明专利质量强化了投资者对专利无效宣告双方公司的市场反应;投资者对专利无效宣告双方公司的市场反应主要体现在专利数量较多组、行业收入占比较高组以及高科技公司组中,说明行业专利竞赛策略、势态以及激烈程度影响投资者对专利无效宣告公司的市场反应。研究有助于丰富专利竞赛和市场反应方面的文献,同时对于加强专利竞赛行为的监管具有借鉴意义。     

Modelling generalized firms’ restructuring using inverse DEA

The key consideration for firms’ restructuring is improving their operational efficiencies. Market conditions often offer opportunities or generate threats that can be handled by restructuring scenarios through consolidation, to create synergy, or through split, to create reverse synergy. A generalized restructuring refers to a move in a business market where a homogeneous set of firms, a set of pre-restructuring decision making units (DMUs), proceed with a restructuring to produce a new set of post-restructuring entities in the same market to realize efficiency targets. This paper aims to develop a novel inverse Data Envelopment Analysis based methodology, called GInvDEA (Generalized Inverse DEA), for modeling the generalized restructuring. Moreover, the paper suggests a linear programming model that allows determining the lowest performance levels, measured by efficiency that can be achieved through a given generalized restructuring. An application in banking operations illustrates the theory developed in the paper.     

Financial constraints and synergy gains from mergers and acquisitions

This paper examines mergers and acquisitions motivated by financial constraints. Synergy gain is measured as the cumulative abnormal return of a value‐weighted portfolio of the acquirer and the target around the acquisition announcement. By constructing a financial constraint difference between the target and the acquirer, we find a positive relationship between the financial constraint difference and synergy gains generated from the acquisition. The positive effect of the financial constraint difference is only significant for high growth targets and severely constrained targets. The acquirer's corporate governance also enhances the synergy gains created from the financial constraint difference. Additional evidence shows that both acquirer's and target's shareholders benefit from the financial constraint difference. Our results are robust for different measures of financial constraint.     

Real Earnings Management and Information Asymmetry in the Equity Market

The literature suggests that real earnings management (REM) activities can increase adverse selection risk in capital markets. Due to their opacity and the difficulties in understanding their implications, REM strategies may increase the level of information asymmetry among investors. This paper examines the association between earnings management through real activities manipulation and information asymmetry in the equity market. To estimate the level of adverse selection risk we use a comprehensive index of information asymmetry measures proposed by the market microstructure literature. For a sample of Spanish listed firms, we find that firms’ strategies of increasing earnings through REM are associated with higher information asymmetry in those firms that meet last year’s earnings. Our findings are consistent with the hypothesis that earnings management through real activities manipulation garbles the market, enhances private information production, and exacerbates information asymmetry in the stock market.     

Premium,merger fees and the choice of investment banks: A simultaneous analysis

We analyze 635 US M&A transactions from 1985 to 2004. In contrast with prior research, we distinguish between the target and acquirer fees, and examine their independent effects on the level of the merger premium. The study provides evidence of a positive (negative) association between target (acquirer) fees and the level of the premium. It indicates that the reputation of investment banks affects the level of merger fees, but does not affect the level of the premium. The findings confirm the conflict of interests between target and acquirer firms where the investment banks’ efforts are positively related to shareholders’ interest. The study also finds that when acquirers pay higher fees than target firms, they pay lower premiums. The findings also imply that for the small proportion of mergers (13%) resulting in relatively large value gains for buying firms, an acquirer might be willing to pay large advisory fees even though this may result in a higher premium.     

Real options game models of R&D competition between asymmetric firms with spillovers

Using real options game models, we consider the characterization of strategic equilibria associated with an asymmetric Research and Development (R&D) race between an incumbent firm and an entrant firm in the development of a new innovative product under market and technological uncertainties. The random arrival time of the discovery of the patent protected innovative product is modeled as a Poisson process. Input spillovers on the R&D effort are modeled by the change in the leader’s hazard rate of success of innovation upon the follower’s entry into the R&D race. Asymmetry between the two competing firms include sunk costs of investment, stochastic revenue flow rates generated from the product, and hazard rates of arrival of success of R&D efforts of the two firms. Under asymmetric duopoly, we obtain the complete characterization of the three types of Markov perfect equilibria (sequential leader–follower, preemption and simultaneous entry) of the firms’ optimal R&D entry decisions with respect to various sets of model parameters. Our model shows that under positive input spillover, preemptive equilibrium does not occur in the R&D race due to the presence of dominant second mover advantage. The two firms choose optimally to enter simultaneously if the sunk cost asymmetry is relatively small; otherwise, sequential equilibrium would occur. When the initial hazard rate is low relative to the level of input spillover, simultaneous entry would occur as an optimal decision, signifying another scenario of dominant second mover advantage. On the other hand, when the initial hazard rate is sufficiently high so that the first mover advantage becomes more significant, simultaneous equilibrium does not occur even under high level of positive input spillover.     

Location,Proximity, and M&A Transactions

In this paper, we examine how the geographic location of firms affects acquisition decisions and value creation for acquirers in takeover transactions. We find that firms located in an urban area are more likely to receive a takeover bid and complete a takeover transaction as a target than firms located in rural areas, and takeover deals involving an urban target are associated with higher acquirer announcement returns, after controlling for the proximity between the target and the acquirer. In addition, a target's urban location significantly attenuates the negative effect of a long distance between the target and the acquirer on acquirer returns, a fact that is documented in the existing literature. Our findings reveal a previously underexplored force—firm location—that can affect takeover transactions, in addition to proximity. Our paper suggests that a firm's location plays an important role in facilitating the dissemination of soft information and enhancing information‐based synergies.     

Market share and firms’ patent exploitation

As the current patent policy encourages the early stage of innovation but imposes hardly any regulations on how patent holders use their patents, an understanding of how firms use their patents is largely lacking. In this study, we seek to determine whether differences exist in firms’ strategies for utilizing patents depending on their market share. Using a discrete choice model, the repeated multinomial logit model, we analyzed Korean firms’ choices of patent use. Market share is found to positively influence three patent exploitation modes: own use, simultaneous exploitation of own use and licensing, and blocking. And the blocking use of patents is the most significant mode that is positively associated with market share. Our results provide a basis for understanding the effects of patent policy from the industrial perspective, such as industrial organization or competition policy. We discussed the implications for various actors related to patent systems, including researchers, policy-makers, and practitioners.