Value creating mergers: British bank consolidation, 1885–1925

The British banking sector had many small banks in the mid-nineteenth century. From around 1885 until the end of World War One there was a process of increasingly larger mergers between banks. By the end of the merger wave the English and Welsh market was highly concentrated, with only five major banks. News of a merger brought a persistent rise in the share prices of both the acquiring and the target bank (roughly 1% and 7%, respectively). Non-merging banks, especially those whose local market concentration rose because of the merger, saw their stock prices rise. Our findings suggest that the process of bank consolidation increased collusive behavior among merged banks, to the likely detriment of the consumer.     

Spatial Price Discrimination and Merger: The N-Firm Case

The consequences of merger are analyzed in an N-firm model of spatial price discrimination. The merger occurs with known probability after location decisions have been made. The possibility of merger alters locations, generates inefficiency, and increases the profit of the merging firms. In the case of corner mergers, but never in the case of interior mergers, the possibility of merger may also reduce the profit of the excluded firms.     

Did mergers help Japanese mega-banks avoid failure? Analysis of the distance to default of banks

This paper applied the distance to default (DD) measure to five mergers among large Japanese banks during the crisis period. The DD helps us analyze whether mergers that took place in the late 1990s and 2000s made the merged banks financially more robust, as intended. Our findings include: (1) A merged bank fundamentally inherits financial soundness of premerged banks, without incremental value from the merger; and (2) A negative DD was observed following the merger. The findings of this case study are consistent with the view that large Japanese banks’ mergers either failed to implement intended scale economies or were motivated by a belief in the too-big-to-fail policy.     

事务所合并对审计质量影响——基于中国第三次事务所合并浪潮的实证研究

中国第三次事务所合并的浪潮仍然继续,事务所合并是否影响其审计质量值得关注.文章采用2005—2008年合并事务所的样本,考察了合并事务所合并前后的审计质量差异,发现事务所合并影响合并事务所的审计质量,总体的研究结果表明事务所合并后审计质量没有提高.分组检验发现:规模小、以新设合并方式合并以及审计的上市公司盈余管理为正的合并事务所,合并后较合并前审计质量变低;规模大、以吸收合并方式合并以及审计的上市公司盈余管理为负的合并事务所,合并前后审计质量没有显著差异.     

Determinants of cross-border merger premia

Firms have a broad range of rationales for engaging in cross-border mergers and other forms of foreign direct investment (FDI); while some companies are in search of the cost advantages provided by foreign resources, other firms are primarily interested in gaining access to new markets. Although a significant amount of research has explored the patterns of FDI, little work has been done to assess what influences the value of cross-border mergers and, in particular, what determines why some cross-border mergers are expected to result in higher synergies when compared to others. This paper explores what characteristics of a merger are expected to increase the synergies that a firm will accrue from a cross-border merger by testing how a variety of factors impact the premia paid to effectuate a cross-border merger. We find that firms are willing to pay a higher premium to obtain greater control over foreign firms, and that this control is even more important in mergers involving firms in emerging markets. We also find that the factors affecting deal premia in cross-border mergers differ based on whether the acquirer has a high or low intangible asset intensity level.     

Did the 1998 Merger of Price Waterhouse and Coopers & Lybrand Increase Audit Quality?

We examine the effects of the 1998 merger of Price Waterhouse (PW) and Coopers & Lybrand (CL) on the audit quality of the merged firm PricewaterhouseCoopers (PwC) at both the firm and office levels, where audit quality is surrogated by the auditor's propensity to issue a going‐concern opinion, clients’ likelihood of meeting or beating analysts’ earnings forecasts, and clients’ accrual quality. At the firm level, we find that the merger increased audit quality for PwC relative to the audit quality of the other Big N firms. At the office level, our findings, albeit mixed, collectively suggest that the improvement in firm‐level audit quality was likely driven by the improvement in audit quality at PwC's overlapping offices, that is, offices in cities where both PW and CL had separate offices prior to the merger. Further, our findings suggest that although the PW/CL merger increased auditor concentration in local audit markets with PwC overlapping offices, the merger improved (rather than hurt) audit quality in those markets. Overall, our study contributes to the extant sparse literature on the effect of Big N mergers on audit quality, and is of potential interest to regulators.     

The long-term impact of mergers and the emergence of a merger wave in pre-World-War I Germany

Using annual data on mergers for 35 leading German companies from 1870 to 1913, my study tries to explain the first merger wave that emerged 1898. My panel probit model that accounted for economies of scale, macroeconomic conditions, success of former mergers, and market structure revealed that previous mergers made subsequent mergers more likely. The propensity to merge was higher for larger companies that increased their market power. In the banking industry, managers imitated mergers, although these mergers were not successful, and hence followed the minimax regret principle. Rational information-based herding caused the serial dependency of mergers in other industries.     

产品范围选择、替代关系调整与兼并效应分析

文章考察了横向兼并所形成的新企业进行产品范围选择以及替代关系调整时,兼并行为所产生的效应问题：通过一个3企业的两阶段博弈研究了兼并行为对行业内各企业的净利润以及对社会福利所产生的影响。结果表明企业普遍存在兼并动机;兼并所形成的新企业选择保留原有产品范围时,如果替代系数降低的幅度比较大,整个社会的福利将会增加。     

Abnormal Accruals and Managerial Intent: Evidence from the Timing of Merger Announcements and Completions

We examine acquiring managers' opportunistic reporting behavior around stock‐for‐stock acquisitions. Using the timing of merger announcements and completions to infer managerial intent, we show that acquirers with the most inflated earnings tend to announce mergers on Fridays, and that they manage earnings several quarters before the merger announcement date. Friday announcers exhibit a stronger negative association between pre‐merger announcement abnormal accruals and post‐merger announcement market performance than non‐Friday announcers. This effect is driven mainly by mergers that are completed relatively quickly after they are announced. Overall, the evidence supports the notion that some acquiring managers inflate earnings prior to announcing the mergers, and time the merger announcements to exploit investor inattention.     

The effect of mergers on employment and wages: Evidence from Japan

This study investigates the impact of mergers on employment and employees’ wages in Japan, based on 111 mergers between listed firms observed between 1990 and 2003. Typically, the number of employees decreases by 4.45% three years after a merger, even after changes in sales and other variables are controlled. Firms that experience related mergers, and rescue mergers are more likely to decrease the number of workers. At the same time, wages increase by 5.46% per employee. These results suggest that the main motivation behind mergers is not to divest employees of their wealth.     

跨国并购和国内并购对企业市场价值的影响及差异:来自中国企业的证据

文章利用2004~2015年BVD(Zephyr)的并购事件研究了中国企业跨国并购和国内并购对企业市场价值影响的差异。事件研究得到以下结论:第一,在公告日窗口两类并购都获得了非负异常收益率,且国内并购的异常收益率不低于跨国并购。第二,分跨国并购目标国来看,如果并购发达国家企业,则获得了非负异常收益率,且两类并购对企业市场价值的影响无显著差异;如果并购发展中国家企业,则没有显著异常收益率,且不高于国内并购。第三,从细分行业来看,高新技术行业的跨国并购没有获得显著异常收益率,且不高于国内并购;无论是传统制造业还是非制造业,国内并购都获得了非负异常收益率,且不低于跨国并购。在此基础上文章利用倾向得分匹配法和倍差法检验了跨国并购与国内并购对企业异常收益率影响的差异,研究发现国内并购创造的市场价值明显高于跨国并购。因此,市场对中国企业的国内并购做出了更加积极的评价。     

不完全信息下跨国兼并模型分析

本文主要通过对不完全信息跨国兼并模型的分析,发现如果没有政府干预,外国企业只要具有成本上的优势,跨国兼并的发生是不可避免的。其中不完全信息并不是市场实现兼并的障碍,而政府在维护、平衡市场兼并效率和社会福利的关系方面中扮演着重要角色。     

跨文化组织融合式管理的内涵与机理研究

文章在对跨国并购中企业文化的整合模式评价的基础上提出了融合式管理的概念。融合式管理是在共同的战略目标指导下,本着尊重、学习、开放、合作的原则,并购双方取长补短、互相合作,最后形成较统一的企业文化的过程。并购双方企业独立经营管理,并购方学习被并购方的优秀企业文化,被并购企业学习了解并购方的企业文化,并购双方企业管理以利于企业发展为准则,实行动态管理是融合式管理的内在机理。最后,文章提出了我国企业跨国并购过程中文化融合式管理的策略建议。     

THE GLOBAL BANK MERGER WAVE: IMPLICATIONS FOR DEVELOPING COUNTRIES

This paper reconsiders causes and implications of the global bank merger wave, especially for developing economies. Previous studies of the global bank mergers—that is, mergers between banks from different nations—had assumed that these combinations are efficiency‐driven, and that the U.S. case defines the paradigm for all other nations' banking systems. This paper argues that the U.S. experience is unique, not paradigmatic, and that bank mergers are not efficiency‐driven; instead, this merger wave has arisen because of macrostructural circumstances and because of shifts over time in banks' strategic motives. This paper argues that large, offshore banks often engage in cross‐border mergers because they want to provide financial services to households and firms that have reached minimal threshold wealth levels. For developing economies, this suggests that cross‐border acquisitions of local banks by offshore banks will have mixed effects; and it cannot be assumed that the net social impact is positive.     

Simulating the Effects of Railroad Mergers

The purpose of this paper is to add to the empirical literature regarding merger simulation analysis by examining the effect of railroad mergers on railroad market power. This is done by measuring railroad profits and revenue/variable cost ratios corresponding to different degrees of intrarailroad competition for movements of Kansas export wheat to Houston, Texas. Two models are developed to achieve the objectives of the study. A network model of the wheat logistics system is used to identify the least cost transportation routes from the Kansas study area to the market at Houston. A profit improvement algorithm, which identifies Nash equilibrium prices, is developed to measure the amount by which railroads can profitably raise their prices above variable cost. The results of the study have implications for U.S. railroad merger policy. The paper indicates that railroad mergers do not necessarily increase railroad market power or make railroad shippers worse off. Instead, the study demonstrates that the impact of railroad mergers on shippers and railroads depends on factors that vary geographically, such as the degree of intrarailroad and intermodal competition in the area.     

成本节约的不确定性、效率抗辩与并购评估审查

横向并购可能给参与并购的企业带来成本节约而产生效率效应,同时也可能产生反竞争效应。在横向并购反垄断审查的效率抗辩中,并购企业只要能够证实成本节约的效率效应能够抵消反竞争效应进而增进社会总福利水平,就可以获得反垄断当局的批准。然而,成本节约及其实现程度具有不确定性,成本节约的不确定性不仅会影响消费者剩余和社会总福利水平,而且将对效率抗辩和反垄断当局并购审查的判定规则产生影响。本文以Cournot模型为基础,系统分析了成本节约的不确定性对于横向并购反垄断评估审查中效率抗辩、判定规则和预期消费者福利的影响,为反垄断当局在并购评估审查中如何考虑效率因素提供决策参考。     

Endogenous Efficiency Gains from Mergers

This article analyzes endogenous efficiency gains from mergers. It considers oligopolistic homogeneous good markets and duopolistic and triopolistic markets under product differentiation (PD) (quantity and price competition). In a two‐stage game, firms invest in cost‐reducing innovation (with and without mergers) and then compete in output/prices. It is found that in homogeneous good markets, all possible mergers generate efficiency gains, and that these are most significant when R&D spillovers are very low or very high. Efficiency gains increase with the number of insiders and generally decrease with the number of outsiders. With PD, in most cases, the merger generates efficiency gains when spillovers and/or PD are sufficiently high. With PD, efficiency gains increase with spillovers, but may increase or decrease with the level of PD. The implications of the results for the relationship between competition and innovation outputs and for merger policy are discussed.     

Let’s Not Stick Together: Anticipation of Cartel and Merger Control in The Netherlands

Does enforcement action by the Netherlands Competition Authority (NMa) in the case of cartels and mergers produce an anticipatory effect? We use surveys among firms and their advisers to test whether merger plans that may fail to gain clearance from the NMa are not notified and whether the possibility of detection helps to reduce the number of cartels. Our results indicate that enforcement action by the NMa has a preventive effect. Surveys among companies show that 5 % of the notified mergers were modified before notification to forestall possible objections from the NMa. Moreover, for every 100 notifications of mergers there are 13 proposed mergers that are later on abandoned due to merger control. Companies also take account of the Competition Act when drafting contracts, conducting negotiations and holding meetings. Our survey among lawyers and other advisers shows that for every sanction decision taken by the NMa there are almost 5 cases in which, unbeknown to the NMa, a prohibited act has been terminated or modified in response to advice on competition law.     

上市公司兼并的方式及其利益流动研究

随着我国资本市场的兴起和发展,作为资本市场重要组成部分的兼并行为越来越活跃,呈现出来的方式也多种多样。兼并过程通常伴随着相关各方之间的利益流动,但是,这种利益流动并不平衡,流通股股东和债权人的利益不能得到保护,兼并机制存在诸多问题。本文试图在对兼并收益进行深入分析的基础之上,对兼并的方式进行分类,并通过案例揭示各种兼并方式的特点,并阐释我国目前兼并过程中的利益流动的问题。然后针对兼并中存在的问题,试图提出一些有益的措施。     

Does Foreign Direct Investment Induce Domestic Mergers?

This paper examines the impact of foreign firm entry on the industry consolidation process in a host country that operates through mergers and exits of incumbent firms. Using a three-stage oligopolistic model, the paper shows that foreign direct investment (FDI) may trigger consolidation via a merger since the approval of a domestic merger by the antitrust authority is more likely in the case a foreign firm enters via FDI and a firm’s incentive for a domestic merger is greater and that, in turn, the possibility to merge and become more efficient modifies the outcome of the game by making FDI compared to exports less likely.