Incentive Asymmetries in the Mergers and Acquisitions Process*

abstract This paper focuses on the relationship between incentive asymmetries and some potentially undesirable outcomes along the mergers and acquisitions (M&A) process which could potentially destroy the shareholder value of the merged corporate entity. Incentive asymmetries are seen as belonging to the three categories of ‘risk‐antecedent’, ‘information‐antecedent’ and ‘pure self‐interest antecedent’. We propose that incentive asymmetries are responsible for increases in the number of M&A projects and that they might create a ‘lemons problem’ with M&A candidates. Incentive asymmetries are also suggested to lead to prolonged contract‐writing phases, biased financial evaluations and acquisition price escalation, as well as undermined post‐M&A integration plans. If resolutions to these problems are sought, the use of high‐ and low‐powered incentive schemes will need to reflect risk, information and pure self‐interest.     

企业并购财务问题研究

并购是企业的一种发展战略,是企业进行直接投资、扩大经营、增强实力的一种方式。企业的并购是一项十分复杂的系统工程,其中涉及法律、管理、经济、财务、市场、金融等各方面的因素,而在众多因素中,财务始终贯穿并购活动的全过程,因此,能否有效地分析和处理好企业并购中的财务问题是并购能否获得成功的关键。     

企业并购财务问题研究

并购是企业的一种发展战略,是企业进行直接投资、扩大经营、增强实力的一种方式.企业的并购是一项十分复杂的系统工程,其中涉及法律、管理、经济、财务、市场、金融等各方面的因素,而在众多因素中,财务始终贯穿并购活动的全过程,因此,能否有效地分析和处理好企业并购中的财务问题是并购能否获得成功的关键.     

Continuity and Change in Mergers and Acquisitions: A Social Identity Case Study of a German Industrial Merger*

abstract It is crucial from an employee's point of view to perceive some degree of stability even in times of major organizational change. This paper examines the role of a sense of continuity for organizational identification after an organizational merger. We argue that mergers and acquisitions so often end in failures partly because the change is designed in discontinuous ways and employees do not feel they are doing the same job after the merger as before. Such discontinuous change engenders a critical tension between positive and negative effects of identification that has not yet been fully understood. To deepen the understanding of this tension, in‐depth interviews were conducted in a recently merged German industrial company. Based on these qualitative data we demonstrate how features of the post‐merger company structure and the way it was implemented may have eroded organizational identification. Finally, we propose a parsimonious model to be tested by future research, in which the sense of continuity is consisting of both observable as well as projected continuity.     

市场化进程、地区开放度与企业跨国并购

本文在构建市场化进程与地区开放度对企业跨国并购决策影响模型的基础上,以2011年发生跨国并购行为的上市公司为研究对象进行了实证检验.结果表明,市场化进程的提升,企业跨国并购动机的下降,抑制了企业制度跨国并购的决策倾向;地区开放程度的上升,为企业跨国并购的实施创造了条件,从而提升了企业制定跨国并购决策的可能性.     

内部审计质量、关联并购与企业绩效

受经济下行影响,企业经营压力不断增加,如何有效提升经营绩效成为企业发展壮大过程中需要关注的重要问题,对企业绩效影响因素进行分析逐渐成为学术界及企业界研究的主要内容之一。基于此,本文从内部审计质量及关联并购两个角度对企业绩效影响与作用机理进行分析,并利用A股上市企业近年经验数据进行检验。研究发现:关联并购与企业绩效显著负相关;内部审计质量与企业绩效显著正相关;内部审计质量能够削弱关联并购与企业绩效之间的相关性。     

管理层能力、政治关联与跨国并购绩效

本文以沪深两市2001-2016年成功完成跨国并购的中国上市公司为样本,研究中国企业管理层能力、政治关联和跨国并购绩效之间的关系。研究发现,并购方的管理层能力显著影响跨国并购绩效,管理层能力越强,企业跨国并购绩效越高;企业的政治关联则弱化了管理层能力对并购绩效的正向作用。进一步研究发现,国有企业政治关联对该影响的弱化效果尤为明显。因此,就企业而言,培养管理层能力,提高决策有效性,并且减少对政治资源的依赖,是提升跨国并购绩效的有效渠道。     

Synergy Evaluation in Mergers and Acquisitions: An Attention-Based View

A core objective of corporate development relates to scope decisions, which regularly involve mergers and acquisitions (M&A). The dominant idea behind M&A is often captured by the umbrella term ‘synergy’. Yet, while performance is the key variable of most M&A studies, how firms arrive at a particular synergetic value for a target firm is not well understood. In this article, we contribute to this body of research. We argue that understanding the determination of synergies in M&A requires a look at the mechanisms that guide managerial attention towards specific valuation practices and synergy types. Specifically, by drawing on the attention-based view of the firm, we show that the evaluation of synergies cannot be divorced from the underlying attention structure in the M&A context and the various valuation practices that constitute different synergy types. Our analysis suggests that synergies often do not reflect the true potential of acquisitions. We reveal that this is due to an attentional crowding-out effect: The congruence of M&A attention structures with valuation practices for functional synergies crowd out the attention allocation to business models and strategic synergies. We describe the characteristics of this crowding-out effect as well as its implications.     

A Typology for Aligning Organizational Ambidexterity's Conceptualizations, Antecedents, and Outcomes

We take stock of the current body of knowledge and understanding on organizational ambidexterity to further specify the construct and develop a typology to focus this line of research. To that end, we first synthesize the various insights on ambidexterity's conceptualization in extant research. We then develop a parsimonious, yet coherent typology that delineates four archetypes of ambidexterity using two primary dimensions underlying previous conceptualizations of this construct. To help focus and align extant research, we next map these types onto the most salient theories, antecedents, and outcomes that are uniquely germane to each. Finally, we offer several recommendations and promising avenues for future inquiries that follow from our typology and associated discussion.     

Privatization from the Acquirer's Perspective: a Mergers and Acquisitions Based Framework

Privatization, especially in developing countries, presents international firms with opportunities for market entry and growth, but acquirers have to consider the distinct characteristics of a state owned enterprise (SOE) and the influence of the government as seller and policy maker. This study introduces a model, based on mergers and acquisitions literature and microeconomic theory, that explains the critical relationships among characteristics of the SOE, the government, and the acquirer. Public administration research suggests that the critical characteristics of SOEs are their sources of funding and their mode of social control of the organization, and recent work in privatizing countries emphasizes the influence of the government. The theoretical framework for the model suggested here is derived from research within the field of strategic management on mergers and acquisitions. The paper develops propositions regarding the organizational fit between private firms and those heretofore owned by governments and discusses research and managerial implications.     

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.     

Trade Liberalization and Industrial Restructuring: The Role of Cross-Border Mergers and Acquisitions

This paper analyzes industry adjustments to trade liberalization. It introduces cross-border mergers and acquisitions (M&A) as an alternative mode of industrial restructuring to firms' exit. In a two-country Cournot model, we examine the responses of domestic and foreign firms endowed with different technologies for different stages of trade openness. It is found that the less efficient firm loses market shares in its home market at the beginning of trade liberalization. Only for a more advanced level of liberalization, does it take advantage of a larger access to foreign demand. Trade liberalization may therefore harm its profits too strongly, forcing it to leave the market. However, although its incentives decrease with trade liberalization, the high-technology firm may be willing to take it over for low organizational and technological costs of firms' integration. In addition, it may buy it out even if the less efficient firm manages to stay. Then, trade liberalization affects M&A incentives depending on the technological gap. For low and high (medium) gap, there is an inverted U- (W-) shaped relation between trade costs and incentives to merge. Moreover, although technology transfer is assumed to be complete, M&A may lead to a reduction in consumers' welfare. Firms may capture some pro-competitive gains from economic openness. Lastly, an empirical analysis based on a data set of OECD members' multinationals gives some support to these theoretical predictions.     

直线经理的人力资源管理认知、职责与效能:研究回顾与展望

人力资源管理要实现预期功效,很大程度上取决于人力资源管理的落地实施,而直线经理在人力资源管理实施过程中发挥着重要作用.鉴于此,国内外不少学者从直线经理角度对人力资源管理进行了研究探索,并取得了丰富成果.然而,当前研究非常零散,且不同研究之间缺乏有效对话,这不利于后续学者清晰地了解该研究领域的发展脉络与现状,也难以为组织管理者提供切实可行的管理启示.基于61项理论和实证研究,本文对该研究领域进行了系统性的回顾,发现当前研究主要聚焦在直线经理的人力资源管理认知、人力资源管理职责以及人力资源管理效能三个方面.本文具体梳理了这三方面的研究现状,并在此基础上提出了6个可供考察的研究问题.     

The Organization,Operation, and Outcomes of Actually Existing Markets: A Suggested Approach for Empirical Analysis

Public policies have become embedded with market‐based mechanisms to radically transform essential goods and services markets. This article proposes a framework for empirical analysis of these markets. Key theoretical propositions are distilled to 12 distinctive properties of markets. These properties foreshadow a set of questions to interrogate a market's structure, operation, participants, behaviors, rules, and price setting to generate a substantive, realistic picture of outcomes. This “analytical grid” of questions is applied to four Australian essential goods and services markets. The findings unequivocally demonstrate a very different picture of markets from that promulgated by mainstream neoclassical economics and public policies.     

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     

我国风险投资并购退出方式研究

本文通过对国外风险投资退出方式的介绍,在借鉴国外经验和结合我国实际情况的基础上,分析了各种退出方式在我国的适用性,指出了在我国现阶段条件下,并购退出应成为风险投资的主要退出方式,并对推动风险投资并购退出的发展提出了建议和构想。     

Hospital Mergers and Antitrust: Some Economic and Legal Issues

A bstract The article traces the development of the market for hospital services through evolutionary stages to the present emphasis on merger and consolidation. Examination of the traditional principles of antitrust analysis suggests they are sufficiently flexible to warrant their application in evaluating the competitive impact of hospital mergers.