Templates for financial control? Management and employees under the private equity business model

The term ‘private equity business model’ (PEBM) refers to private equity investors that delist publicly quoted firms, managing them as private equity‐controlled portfolio firms. But how and in what form do these investors diffuse a preferred template for the PEBM in portfolio firms? Is diffusion codified, institutionalised or merely tacit? What is the difference between these forms of diffusion? As a method of financial control, how is diffusion evident for managers and workers? Theoretically, while ‘financialisation’ is a contemporary pressure on the British economy, there is a ‘disconnection’ between competitive pressures for financialisation and the diffusion of practices to manage these pressures in portfolio firms. Forty‐two interviews in eight portfolio firms and five associated private equity firms concludes that potentially transformative and decisive restructuring for managers and workers is more evident than a defined template.     

The influence of private equity and venture capital on the post-IPO performance of newly-public acquirers

This paper examines the influence of private equity (PE) and venture capital (VC) ownership on the post-initial public offering (IPO) performance of newly-public acquirers. Our results show that acquirers with PE- or VC-backing at the time of the IPO perform better long-term than acquirers without such backing. More importantly, while acquirers without financial backing experience negative long-run returns from first-year acquisitions, acquirers with continued PE- and VC-backing perform significantly better when making acquisitions within the first year after going public. However, acquiring firms and investors should be aware that for mergers in the second and third year post-IPO, continued VC ownership has a detrimental long-term impact. In contrast, higher levels of continued PE ownership tend to have a positive relationship with long-run performance.     

Acquisitions and Real Options: The Greenfield Alternative

Although acquisitions are a popular way to enter new markets, empirical evidence tends to indicate few benefits accrue to acquiring firms. This might be the case because firms use acquisitions when they should be employing an alternative mode of expansion. Applying real options theory to this issue, we suggest that greenfield start‐up ventures provide a real option alternative to acquisitions for firms establishing new international subsidiary units. To test this notion we examine a sample of Western European firms entering the emerging economies of Eastern Europe. The evidence suggests that acquisitions are a good choice only when firms enter markets containing low demand uncertainty and when these firms possess acquisition‐based strategic flexibility. Overall, our analysis indicates that greenfield ventures appear to provide firms with a real option when making the acquisition decision.     

Effects of Industry‐ and Region‐Specific Acquisition Experience on Value Creation in Cross‐Border Acquisitions: The Moderating Role of Cultural Similarity

Based on a sample of 222 cross‐border acquisitions by US firms in the service sector, our study examines the effects of acquiring firms' prior cross‐border acquisition experience in the same industry and geographic region as the acquired firm on shareholder value creation. Using the BHAR (buy‐and‐hold abnormal returns) methodology, we find that higher levels of industry‐specific and region‐specific acquisition experience translate into greater shareholder value creation for acquiring firms in subsequent acquisitions. In addition, our results indicate that the effects of industry‐specific acquisition experience on acquisition performance are contingent on the level of cultural similarity between the acquiring and acquired firm countries, with the benefits of prior experience being greater in acquisitions undertaken in culturally similar countries. We also find that the moderating effects of cultural similarity on the relationship between industry‐specific acquisition experience and value creation are contingent on the level of prior region‐specific acquisition experience possessed by the acquiring firm.     

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.     

Private equity and HRM in the British business system

Who owns the firm? Do changes in owner matter? Will change affect the operational and strategic role of the HR function? For some, the answer will be no precisely because mergers and acquisitions, takeovers, buyouts and privatisations are central activities for a British‐based business where short‐term value for shareholders and financial engineering are key management objectives that structure and inform the work of HR professionals. For other readers, the answer may well be yes; ownership and owner strategies do matter, particularly if a firm is acquired by a relatively new actor in the market for corporate control – the private equity firm.     

The private equity business model and associated strategies for HRM: evidence and implications?

Are private equity firms significant actors in the UK market for corporate control? Do they represent a new organizational form befitting a new business model? What are the direct and indirect pressures on management that flow from the diffusion of this business model and its associated organizational form? In terms of human resource management does acquisition by private equity have a significant or negligible effect? This paper looks at the development and diffusion of private equity and the ‘take private’ private equity business model (PEBM) and the effects of these on the management of HR. In addition to this the paper evaluates the PEBM within comparative institutional approaches to international business and HRM.     

Exploring the effects of mergers and acquisitions on acquirers' sustainability orientation: Embedding,adding, or losing sustainability

Mergers and acquisitions (M&A) have been primarily investigated from a shareholder-centric perspective of economic value maximization. However, this type of strategic initiatives also carries relevant implications for companies' capacity to respond to increasing social and environmental concerns among their stakeholders. In this study, we explore the processes related to, and nonfinancial consequences of, acquisitions involving sustainability-oriented firms. Leveraging interviews with business decision makers and secondary data covering the pre- and post-acquisition phases, we find three main paths leading the acquiring firms to embed, add, or lose sustainability. Therefore, three possible post-acquisition outcomes emerge, associated with differences in acquirers' focus on sustainability infusing the deal rationale, their due diligence activity, and practices of stakeholder management and integration in the post-acquisition phase.     

The effect of CEO incentives on deviations from institutional norms in foreign market expansion decisions: Behavioral agency and cross-border acquisitions

CEO incentives have been the subject of great interest for human resource scholars. We explore the institutional context within which the CEO makes sense of their incentives. Our theory suggests that CEO equity incentives interact with institutional norms to influence foreign market entry choices. Specifically, we argue that CEOs will weigh the risk bearing created by equity incentives, along with the consequences of legitimacy loss, when deciding whether to deviate from institutional norms when internationalizing. In doing so, we advance human resource literature by demonstrating that CEO responses to incentives are influenced by institutional norms and that CEOs' decisions to deviate from institutional norms are shaped by their incentives. We find support for our framework in the analysis of the stake taken by acquirers in 4,184 cross-border acquisitions.     

Private equity, ‘union recognition’ and value extraction at the Automobile Association: The GMB as an emergency service?

This article evaluates union recognition and ‘value extraction’ in a private equity buy‐out. The article reviews private equity, investor value and ownership interests, details union recognition at the Automobile Association (AA) before and after its acquisition by private equity, and reviews the GMB's wider campaign of opposition to private equity ownership.     

Acquirer Characteristics and Method of Payment: Evidence from Chinese Mergers and Acquisitions

This study examines the effects of acquirer characteristics on method of payment of Chinese acquirers on the basis of a sample of 1370 mergers and acquisitions that occurred between 1998 and 2008. Using both buy and hold abnormal returns and calendar time abnormal returns approaches, we find that Chinese acquirers experience pre‐acquisition abnormal returns ranging from 14.29% to 121% over the period of 12–36 months prior to the acquisition relative to three different portfolio benchmarks. In the pre‐bid period, acquisitions financed by shares outperform acquisitions financed by cash. However, in the post‐acquisition period, we document no significant difference between cash‐financed and equity‐financed acquisitions. The study also finds that acquirer market value, Tobin's Q, state ownership and leverage have significant effects on the method of payment. Copyright © 2013 John Wiley & Sons, Ltd.     

政治联系、市场化进程与权益资本成本——来自中国民营上市公司的经验证据

以中国民营上市公司为样本,文章实证检验不同市场环境下政治联系对企业权益资本成本的影响,研究发现:政治联系对权益资本成本的影响在不同地区是有差异的;在市场化程度较低地区,由于政府干预导致企业经营业绩有较高的不确定性,有政治联系企业承担着较高的权益资本成本;在市场化程度较高地区,政府干预相对较少,政治联系更多地体现为一种荣誉或良好的政商关系,此时有政治联系企业享有较低的权益资本成本;当上市公司存在控股股东利益输送时,投资者预期到无法共享政治联系为企业带来的利益,此时有政治联系企业要承担较高的权益资本成本。本研究为厘清政治联系对企业和投资者的利弊影响提供了一个有益的视角。     

Initial Financial Conditions,Unobserved Heterogeneity and the Survival of Nascent Canadian Manufacturing Firms

The firm dynamics literature has stressed productivity, size, and age effects in firm duration. Understanding the implications of financial state has largely been unexplored because of the lack of quality data on private entrant firms. This paper investigates the role of start‐up financial conditions (debt‐to‐asset ratio) on the duration of entrant manufacturing firms using a unique administrative firm‐level database called T2LEAP. The debt‐to‐asset ratio has an economically and statistically significant effect on firm hazard after controlling for usual covariates and unobserved heterogeneity. Further, a non‐monotonic relationship between firm hazard and leverage appears. Firm hazard varies positively with leverage for firms in the top two leverage quintiles, whereas hazard rates fall with leverage in the lower quintiles. Copyright © 2011 John Wiley & Sons, Ltd.     

Climate Change and Mandatory Carbon Reporting: Impacts on Business Process and Performance

As part of their annual directors' report, UK‐listed companies are now required to disclose their greenhouse gas emissions and account publicly for their contributions to climate change. This paper uses this mandatory carbon reporting to explore wider debates about corporate social responsibility and the purpose, practice, and impacts of such non‐financial reporting. Empirically, it combines documentary analysis of the carbon reporting practices of 176 large firms listed in the FTSE100 and/or subject to the UK government's adaptation reporting power with 60 interviews with stakeholders involved in carbon reporting. Firms disclose their emissions in response to financial incentives, social pressure and/or regulatory compulsion. In turn, rationales shape whether and how carbon reporting influences internal business processes and performance. The importance of reporting to the bottom line varies by sector depending on two variables – energy intensity and economic regulator status – yet there is limited evidence that carbon reporting is driving substantial reductions in emissions. Findings suggest reasons for caution about hopes for ‘nudging’ firms to improve their environmental performance and social responsibility through disclosure requirements.     

ACQUISITION AND DIVESTITURE AS A RESPONSE TO COMPETITIVE POSITION AND MARKET STRUCTURE

One theory of acquisition motivation holds that some acquisition activity is a defensive reaction to weak or deteriorating industry conditions and competitive position. Designated the ‘defensive diversification hypothesis’, this motive has not been tested directly by relating firms' competitive circumstances to their subsequent acquisitive behaviour. This study does so. Results show that a firm's prior circumstances are related to the intensity of both its acquisitions and divestitures, as well as the type of firms acquired.     

Long-run underperformance following private equity placements: The role of growth opportunities

Our results show that the post-offering performance of private equity issuers is related to growth opportunities. We find significant long-run underperformance in stock returns following private placements only for firms with high Tobin's q. High-q firms experience not only poor stock price performance but also poor operating performance. Low-q firms, in contrast, do not display significant stock price or operating underperformance. We further examine three potential explanations for this relation: over-investment in assets by managers, investor skewness preference, and over-optimism about earnings prospects. Our results are consistent with the view that investors are overly optimistic about the prospects of high growth firms.     

Disentangling acquisition experience: A multilevel analysis and future research agenda

Research interest in firms repeatedly involved in acquisitions has increased over the past decade. However, this increase has remained unmatched by efforts to integrate what is known, leaving the acquisition experience research field scattered, in turn hampering further theoretical and empirical progress. Taking a broad approach to experience, we review 106 empirical studies published in leading journals that focus on the effects of past acquisitions on subsequent ones. We discover three distinct but complementary ways in which research has dealt with experience. Moreover, research on acquisition experience has drawn conclusions on three important but insufficiently integrated levels of analysis. Our review delineates and systematises the current theoretical and empirical progress in acquisition experience research and outlines a future research agenda.     

Transformational Strategies and Productivity Growth: A Transformational-Activities Perspective on Stagnation in the New-Normal Business Landscape

Declines in productivity growth substantially explain new-normal business stagnation; yet in order to address situations of slack productivity growth, firms can choose from six generic transformational strategies: retirement, renewal, retrenchment, replication, redeployment, and recombination. While the extant literature focuses on specific transformational strategies that particular firms, or industries, take in responding to productivity threats, questions regarding which transformational strategies are commonly employed and commonly successful have been neglected. Answering these broader questions allows factoring how firms might respond to new-normal conditions; and yields normative implications regarding the transformational strategies – and policies – that enhance productivity growth and reverse new-normal stagnation. Using cross-industry panel data, we identify the transformational strategies that are both commonly employed and commonly successful. Our empirical results indicate that firms react to productivity threats via a variety of strategic responses; yet, engaging in renewal and recombination uniquely address such threats.     

The Transition from Strategic Technology Alliances to Mergers and Acquisitions: An Exploratory Study

This paper studies a number of research topics derived from the basic question: do interfirm alliances change into mergers and acquisitions as companies that were previously co-operating become integrated? The analysis is limited to the group of strategic technology alliances, i.e. those interfirm agreements for which joint technology development or technology sharing is part of the agreement. The paper first explores the literature that refers to the possible transition from strategic technology alliances to mergers and acquisitions. Based on this we formulate a number of hypotheses regarding the change in modes of governance and several dimensions of this process related to the international distribution of transformed alliances, their industry specificity, the size of firms, and the distribution of contractual and equity agreements. The major finding of our research is that the transformation from strategic technology alliance to merger and acquisition hardly ever takes place. This suggests that alliances and mergers and acquisitions are not part of a rather smooth continuum but they are first of all different modes of governance where one mode certainly does not lead to the other     

Financial characteristics of acquiring firms and their relation to the wealth effects of acquisition announcements

This paper examines the sources of value to acquiring firms to expand the understanding of mergers and acquisitions. The firmspecific rationale that motivate firms to acquire other firms are examined, along with how these rationale impact the shareholder wealth of acquiring firms when the acquisitions are announced. A logit regression model is utilized to compare financial characteristics of acquiring firms to those of non-acquiring firms. The relation of these characteristics to the shareholder wealth effects experienced by acquiring firms when they announce acquisitions is also examined. The results support hypotheses that firm size and cash-flow payout impact the decision to acquire. Capital structure, management performance, and cash-flow payout are related to the wealth effects of acquisition announcements. Better fitting models result when industry effects are controlled by measuring firm characteristics as relative deviations from industry values.