Hostile bank takeover offers : Analysis and implications

A comparison of the financial characteristics of banks involved in hostile takeover bids with a control group of nonhostile bank mergers indicates: (1) hostile targets experience abnormal returns that are significantly greater than for the targets of nonhostile bank mergers; (2) hostile bidders experience negative abnormal returns that are insignificantly different than for bidders involved in nonhostile bank mergers; (3) hostile bank acquisition announcements produce positive net wealth effects which are larger than the wealth effects of nonhostile acquisitions; (4) a Logit regression model using financial ratios, stock price data, and ownership data is able to distinguish between hostile and nonhostile targets.     

Unconditional and conditional exchange rate exposure

We re-examine the relationship between exchange rate movements and firm value. We estimate the exchange rate exposure of U.S. firms to two currency indices. Firms are clustered into eleven industries. The sample includes exporters and non-exporters. Using a panel approach, we uncover statistically significant and sizable unconditional exposure. We also examine the dynamics of exchange rate exposure modeled as a function of business cycle indicators and firm characteristics. We find that exposure varies over time with macroeconomic and financial variables and increases during economic contractions. Deviations from the unconditional measure of exposure driven by the macroeconomic variables are economically meaningful.     

Non-executive directorship importance and takeover hostility: Australian evidence

This study investigates the importance of the target firm directorship to target firm non-executive directors during takeovers. Using Australian data and a size-based measure of directorship importance, we find a positive association between takeover hostility and directorship importance after controlling for takeover premiums and target firm size. Further analysis reveals that directorship importance leads to a greater likelihood of offer price revisions following initial rejection of a takeover bid, but not the likelihood of bid success. Our findings are consistent with target firm non-executive directors exhibiting self-serving behaviour at directorships which they consider more important to their reputation.     

Australian evidence on the determinants and impact of takeover resistance

In the present paper, we examine the determinants and impact of target bid resistance on the wealth of target shareholders and the takeover process in Australia. We find that bid resistance increases target shareholder wealth in the post‐announcement period and that the probability of bid hostility increases with the target's size, decreases with the target's performance and is unrelated to the size of the premium offered by the bidder. We also find that bid hostility decreases the probability of bid success, increases the probability of bid revision and has no effect on the probability of competing bidders entering the market.     

Effects of takeover protection on earnings overstatements: evidence from restating firms

A staggered board can substantially protect a firm’s incumbents from takeover in either a hostile acquisition or a proxy contest. We use the existence of a staggered board as enhanced takeover protection and examine the association between staggered boards and earnings manipulation. Following a rigorous procedure to identify a sample of restating firms that overstated earnings, manually collecting data on several governance characteristics and using a matched-pairs methodology, we find that firms with staggered boards are less likely to overstate earnings. One potential interpretation of our results is that staggered boards lessen takeover threats and thus mitigate managers’ pressure to overstate earnings.     

Unconditional distributions obtained from conditional specification models with applications in risk theory

Bivariate distributions, specified in terms of their conditional distributions, provide a powerful tool to obtain flexible distributions. These distributions play an important role in specifying the conjugate prior in certain multi-parameter Bayesian settings. In this paper, the conditional specification technique is applied to look for more flexible distributions than the traditional ones used in the actuarial literature, as the Poisson, negative binomial and others. The new specification draws inferences about parameters of interest in problems appearing in actuarial statistics. Two unconditional (discrete) distributions obtained are studied and used in the collective risk model to compute the right-tail probability of the aggregate claim size distribution. Comparisons with the compound Poisson and compound negative binomial are made.     

Volatility in stocks subject to takeover bids: Australian evidence using daily data

Using daily price and volume data on 112 of the largest takeover targets in Australia during the period from 1985 to 1993, we find that conditional price volatility declines after the takeover announcement. This decline is greatest for targets of cash bids and smallest for targets of share-exchange bids. We argue that the phenomenon is due to convergence of trader opinion regarding the value of the target stock, and reflects a change in the price formation process that has not hitherto been recognised. Our findings have implications for event studies of takeovers that inappropriately assume a time-invariant risk-return relation, and also for regulatory policies in the market for corporate control.     

Trade liberalization and conditional accounting conservatism: evidence from import competition

Review of Quantitative Finance and Accounting - This study examines the impact of import competition, an underexplored but integral component of trade liberalization, on conditional accounting...     

Evaluating managed fund performance using conditional measures: Australian evidence

Most studies of managed fund performance use measures that are susceptible to bias caused by common time variation in risks and risk premia. We evaluate the performance of Australian managed funds 1983–1995 using lagged public information variables that have been shown to predict stock returns, such as interest rates and dividend yields, to control for the variation. The results indicate an improvement in performance relative to traditional measures and confirm the importance of using conditioning information, especially dividend yield, in performance evaluation. Jensen alphas are higher when estimated with the conditional model and the number of significant timing coefficients is greatly reduced.     

Options and efficiency: Some experimental evidence

This paper examines the information aggregation role of options when agents possess diverse information about possible asset returns. We construct two identical experimental markets: one with and one without options. We find that options speed the information aggregation process. Asset markets that have parallel option markets aggregate traders' diverse information faster than markets where options trading is not available. Implied ranges were calculated from asset and option prices and compared to the actual ranges. These comparisons suggest that options may provide a means for agents to coordinate beliefs about asset values.     

Bidding strategies and takeover premiums: A review

I review recent empirical research documenting offer premiums and bidding strategies in corporate takeovers. The discussion ranges from optimal auction bidding to the choice of deal payment form and premium effects of poison pills. The evidence describes the takeover process at a detailed level, from initial premiums to bid jumps, entry of rival bidders, and toehold strategies. Cross-sectional tests illuminate whether bidders properly adjust for winner's curse, whether target stock price runups force offer price markups, and whether auctions of bankrupt firms result in fire-sale discounts. The evidence is suggestive of rational strategic bidding behavior in specific contexts.     

Conditional and Unconditional Conservatism:Concepts and Modeling

We develop a model that captures the distinct natures of and interactions between conditional and unconditional conservatism. Under unconditional conservatism, the book value of net assets is understated due to predetermined aspects of the accounting process. Under conditional conservatism, book value is written down under sufficiently adverse circumstances, but not up under favorable circumstances. The specification of earnings provided by the model yields hypotheses about how unconditional conservatism and other factors preempt conditional conservatism and so affect the asymmetric response of earnings to positive and negative share returns, both current and lagged, documented by Basu (1995, “Conservatism and the Asymmetric Timeliness of Earnings.” Ph.D. dissertation, University of Rochester’ 1997, “The Conservatism Principle and the Asymmetric Timeliness of Earnings.” Journal of Accounting and Economics 24, 3–37).This revised version was published online in August 2005 with a corrected cover date.     

The impact of the EU takeover directive on takeover performance and empire building

This paper uses the EU takeover directive as a natural experiment to test when legal harmonization creates value, and to examine the impact of increased entrenchment on investment decisions. The EU promulgated the takeover directive in April 2004. The implementation deadline was May 2006. The goal was to encourage value-creating takeovers by harmonizing takeover laws across the EU. However, the takeover directive has received criticism for being vague and discretionary, and for entrenching managers. I hypothesize that because the directive hinders takeovers, it might increase managerial entrenchment and enable managers of EU-companies to make agency-motivated investments (or simply exercise less discipline). I find supportive evidence: after the directive, EU-companies make investments that are less profitable (as proxied by takeover returns) and that take longer to compete. Further, asset growth increased in treated companies following the takeover directive, suggesting that the additional entrenchment facilitates empire building.     

Predicting takeover targets: A methodological and empirical analysis

Several published studies claim that acquisition targets can be accurately predicted by models using public data. This paper points out a number of methodological flaws which bias the results of these studies. A fresh empirical study is carried out after correcting these methodological flaws. The results show that it is difficult to predict targets, indicating that the prediction accuracies reported by the earlier studies are overstated. The methodological issues addressed in this paper are also relevant to other research settings that involve binary state prediction models with skewed distribution of the two states of interest.     

Commodities and Macroeconomic Factors: Unconditional Volatility Measures

Abstract:

This study focuses on the measurement of spillover effects from macroeconomic factors to commodity volatility. It argues that such measurement is sensitive to volatility computation and to causality testing. To this end, I analyze two commodity data sets-gold and the Continuous Commodity Index (1969-2011), and twenty-four Dow Jones futures indexes (1991-2011)-and various macroeconomic indicators. I conclude that the macroeconomic factors that influence volatility generally depend on the commodity under consideration. I also explore whether commodities of the same class experience volatility shifts around the same dates, and find that this is not the case except for energy commodities.     

Media negativity bias and tax compliance: experimental evidence

We study the impact of the media negativity bias on tax compliance. Through a framed laboratory experiment, we assess how the exposure to biased news about government action affects compliance in a repeated taxation game. Subjects treated with positive news are significantly more compliant than the control group. Instead, the exposure to negative news does not prompt any significant reaction compared to the neutral condition, suggesting that participants may perceive the media negativity bias in the selection and tonality of news as the norm rather than the exception. Overall, our results suggest that biased news provision is a constant source of psychological priming and plays a vital role in taxpayers’ compliance decisions.

     

The impact of surprise offer-share adjustments on offer-day returns: evidence from seasoned equity offers

Using a sample of seasoned equity offerings (SEOs), we examine the eleventh-hour information carried by the final offer-share adjustment. We argue that if market participants interpret the final offer-share adjustment as a new information signal regarding the demand for the stocks issued, a greater final offer-share adjustment will affect the offer-day return positively (demand information hypothesis). Alternatively, if investors interpret the final offer-share adjustment as increasing the supply of stocks issued and/or as diluting the value of existing shares, a greater final offer-share adjustment will affect the offer-day returns negatively (price-pressure and dilution hypothesis). We provide empirical evidence that the offer-day returns are positively related to the final offer-share adjustment after controlling for confounding factors, supporting the demand information hypothesis. Our results also remain intact even after controlling for the endogeneity. Overall, our findings suggest that the final offer-share adjustment is another important determinant of offer-day returns, in addition to the final offer-price adjustment that Altinkiliç and Hansen [J Financ Econ 69(2):285–323 (2003)] report.     

Forecasting value-at-risk and expected shortfall using fractionally integrated models of conditional volatility: International evidence

The present study compares the performance of the long memory FIGARCH model, with that of the short memory GARCH specification, in the forecasting of multi-period value-at-risk (VaR) and expected shortfall (ES) across 20 stock indices worldwide. The dataset is composed of daily data covering the period from 1989 to 2009. The research addresses the question of whether or not accounting for long memory in the conditional variance specification improves the accuracy of the VaR and ES forecasts produced, particularly for longer time horizons. Accounting for fractional integration in the conditional variance model does not appear to improve the accuracy of the VaR forecasts for the 1-day-ahead, 10-day-ahead and 20-day-ahead forecasting horizons relative to the short memory GARCH specification. Additionally, the results suggest that underestimation of the true VaR figure becomes less prevalent as the forecasting horizon increases. Furthermore, the GARCH model has a lower quadratic loss between actual returns and ES forecasts, for the majority of the indices considered for the 10-day and 20-day forecasting horizons. Therefore, a long memory volatility model compared to a short memory GARCH model does not appear to improve the VaR and ES forecasting accuracy, even for longer forecasting horizons. Finally, the rolling-sampled estimated FIGARCH parameters change less smoothly over time compared to the GARCH models. Hence, the parameters' time-variant characteristic cannot be entirely due to the news information arrival process of the market; a portion must be due to the FIGARCH modelling process itself.     

Competition and dynamics of takeover contests

This paper investigates the effect of potential competition on takeovers which we model as a bargaining game with alternating offers where calling an auction represents an outside option for each bidder at each stage of the game. The model describes a takeover process that is initiated by an unsolicited bidder, and it aims to answer three main questions: who wins the takeover and how? when? and how much is the takeover premium?Our results explain why the takeover premium resulting from a negotiated deal is not significantly different from that resulting from an auction, and why tender offers are rarely observed in reality. We also show that when the threat of the initial bidder to call a tender offer is not credible, the takeover process might end with a private auction organized by the target. Conversely, when the tender offer threat is credible, the takeover process ends with a deal negotiated bilaterally between the bidder and the target. The takeover premium always depends on the degree of potential competition, while it is affected by the target resistance only for weak initial bidders.Finally, the model allows us to draw conclusions on how other dimensions of the takeover process, such as termination fees, control benefits and tender offer costs, affect its dynamics and outcome.     

Investors' time preferences and takeover performance

We investigate investors' time preferences and takeover outcomes in a cross-disciplinary international study. We use a cultural measure on long-term orientation (LTO) to capture investors' time preferences. Additionally, we study how investor protection and the nature of the deal (cross-border vs domestic) in connection with investors' time preferences come into play in explaining long-term takeover performance. Evaluating data on 38,153 M&A deals from 54 countries, over the period from 2000 to 2015, we offer empirical evidence that investors' future orientation significantly improves post-M&A performance, while short-term oriented behavior deteriorates takeover performance. Our findings further suggest that the positive impact of investors' future orientation on takeover performance is more pronounced in countries with strong investor protection. Moreover, the impact of investors' time preferences is stronger for domestic deals where the confounding impact of cultural differences is almost non-existent.