Cross-border mergers and acquisitions with heterogeneous firms: Technology vs. market motives

The most common form of foreign direct investment (FDI) is cross-border mergers and acquisitions (M&A). A common explanation for M&A activity identified in the industrial organization literature is that firms seek technological expertise. However, this has not been examined in the FDI literature. In this paper, I develop and estimate a model of cross-border M&A and focus on the technology seeking explanation. In particular, I develop a general equilibrium model of exporting, greenfield FDI, technology-seeking cross-border M&A, and market-seeking cross-border M&A with heterogeneous firms. The model predicts that firms from a larger country are more likely to acquire in a smaller country when M&A activity is driven by a technology-seeking motive, but the opposite is true when it is driven by a market-seeking motive. Using detailed data on worldwide M&A activity from 1985 to 2007, I find empirical evidence that cross-border M&A activity exhibits behavior consistent with this prediction.     

The role of HR managers in international mergers and acquisitions: a multiple case study

The article departs from the existing research treatment of expatriation as an individual-level phenomenon, and looks at the expatriation of work teams. We examine the performance management of expatriate teams brought in from 17 independent organizations to work on a new-product development project. We find that the teams faced diverse stakeholder expectations and that these stakeholders' expectations were a source of tension for the teams. The teams responded by adopting performance management strategies that tended to prioritize their respective home organizations' expectations. We discuss the vulnerability of contextual performance and the relative insignificance of national cultural differences in this expatriation context. We propose practical considerations and an agenda for further international human resource management (IHRM) research on expatriate teams.     

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.     

论我国企业并购风险的防范

目前我国的并购市场不成熟,并购的法律体系也不尽完善,在企业并购的实践中往往因此产生诸多风险,企业需要通过审慎调查、法律调研、合理安排并购协议、合理的财务安排等方式对并购中可能产生的风险进行防范,以实现并购的成功。     

The role of human resource management in cross-border mergers and acquisitions

Cross-border mergers and acquisitions (M&As) have become the dominant mode of growth for firms seeking competitive advantage in an increasingly complex and global business economy. Although human resource management (HRM) can play a value-adding role in the merger process, existing research and evidence does not clearly demonstrate how it can do so. This paper addresses the neglected human side of M&As by providing a strategic fit framework to assess the link between M&A strategy and HRM strategy. Because cross-border M&As are of an order of magnitude more complex than domestic mergers, we examine contingencies in national contexts that influence outcomes in the merger process. We draw on recent empirical evidence to highlight HRM roles in terms of resources, processes and values that reflect the influence of both strategic fit and national context in the integration stage of cross-border M&A.     

Government intervention in European mergers and acquisitions

The increasing globalization of economies has leveraged protectionist attitudes in different countries during the last decades. In the context of cross-border mergers and acquisitions (M&A), national governments have intervened to “protect” big domestic firms and their industries from foreign bidders. Despite the potential for severe implications of these actions on the internationalization of firms and development of markets, the research in this area is relatively scarce, and we still know very little about the real causes and consequences of government intervention. In this paper, we study government opposition to cross-border European M&A during the period 1997–2017, an era of important changes in Europe. Using an event study methodology, we examine abnormal returns for targets and their rivals in the time period prior to actual intervention to gauge if investors perceive intervened deals as harmful events for the industry, which could justify government intervention. We use a hand collected sample of 1,574 EU15 rival firms for 48 mergers, of which 18 experience government intervention. Entropy balanced regression models show that rivals of intervened targets earn significantly lower returns relative to rivals of non-intervened targets on deal announcement. Nevertheless, rivals’ abnormal returns are not negative, suggesting that intervened deals are not perceived ex ante as harmful for industry competitiveness. The results are more consistent with investors’ ability to identify likely blocked deals, which puts downward pressure on abnormal returns to both the target companies and their rivals. These findings indicate that government interventions against foreign bidders seem to have an economic cost in the sector that is anticipated by the investors.     

The role of leadership in successful international mergers and acquisitions: Why Renault‐Nissan succeeded and DaimlerChrysler‐Mitsubishi failed

This article compares and contrasts the Renault‐Nissan and DaimlerChrysler‐Mitsubishi mergers to consider the relative and combined effects of national and organizational culture on the performance of Nissan and Mitsubishi. It also examines the reasons why the Renault‐Nissan merger was successful and the DaimlerChrysler‐Mitsubishi merger failed. It finds that Japanese national culture influenced organizational culture and HRM practices, which created organizations that had no sense of urgency, profit orientation, or accountability and led to poor market and financial performance. It also finds that leadership was a major factor impacting on the success of the turnaround efforts of these two organizations. These findings have implications for leaders and human resource management practitioners engaged in international business and are of particular relevance to Western organizations working with organizations in high‐context countries with a collectivist rather than individualist orientation. © 2012 Wiley Periodicals, Inc.     

跨国并购后中国企业人力资源整合风险与对策

跨国并购整合的全过程,是人力资源全面驱动的过程,发现企业在跨国并购后人力资源整合风险是避免并购失败最重要的环节。本文从这一角度对人力资源整合风险进行理论探讨,在此基础上分析中国企业跨国并购中面临的具体的人力资源整合风险,并针对这些风险提出了相应的控制策略。     

Multiple directorships and the performance of mergers & acquisitions

The question of whether an outside director with multiple board seats creates value for a firm is a subject of continued debate in the corporate governance literature. Dozens of studies have investigated this linkage over the past decades. Unfortunately, the findings generated to date are inconclusive and contradictory. This study reconciles conflicting perspectives by synthesizing the existing insights and knowledge, and develops a new three-stage S-shaped curve proposition. We target firms’ merger and acquisition (M&A) activities to test this argument. The results show a consistent horizontal S-shaped relation between the number of directorships held per director and the wealth creation from corporate M&A investments before the enactment of the Sarbanes–Oxley Act of 2002. However, the negative relation at the highest directorship level turns insignificant in the post-SOX period, suggesting that the mandatory changes by SOX may mitigate the negative impact of overboarded directors. This study contributes to the on-going debate on the performance effect of multiple directorships by providing a more complete assessment of the full range of the advantages and disadvantages across different levels of directorships. The different association patterns found in the pre-/post-SOX periods further highlight the importance of factoring in regulative environmental change when making an inference about the effect of multiple directorships.     

Knowledge transfer in acquisitions: Fear of exploitation and contamination

Knowledge transfer plays an important role in the creation of synergies in acquisitions. Acquisitions provide opportunities for learning and are often justified on the basis of the new knowledge made available or created by them. Nevertheless, we do not know enough about the factors that influence knowledge transfer in the context of acquisitions. This paper focuses on the motivation on part of individuals in the acquiring and target companies to share their knowledge and make use of the knowledge of their partner. More specifically, it is hypothesised that the fear of being exploited or contaminated by the other party will have a profound negative effect on the transfer of knowledge in acquisitions. These hypotheses are tested on a sample of acquisitions by Finnish companies in 2001–2004 and they are largely supported by the empirical analyses.     

Theorizing in the qualitative study of mergers & acquisitions

This paper focuses on theorizing in the study of mergers and acquisitions (M&As), a globally significant inter-organizational phenomenon. We analyze 76 qualitative papers on M&As published in leading management journals between 1966–2016. We identify five modes of theorizing in the study of M&As. We find that M&A scholars make theoretical contributions using different theoretical positioning and research design strategies. The majority of the papers offer a contribution to middle-range theorizing (i.e., the literature on M&As), while a third of the papers also contribute to higher-order, or grand theories in management. In closing, this leads us to call for a rejuvenation of middle-range theorizing in management research.     

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.     

企业并购中的财务风险控制研究

企业要想提升自身价值,提高综合竞争能力,企业并购是很好的一种方式。在我国市场经济发展中,企业并购有很多风险,但是企业并购的成本最终会影响财务风险。因此,我们来分析研究企业并购财务风险,找到合适的解决办法,对我国企业并购将有很大的帮助。     

浅析半导体行业内企业并购动因

国内外半导体公司在本世纪展开了并购重组潮,希望通过并购带来的规模和领导力在半导体市场上获胜。本文从经济学中关于企业并购的不同角度分析,对半导体行业内的企业并购行为受规模经济,协同效应,产业集群效应等的影响进行大概的分析。     

The dark side of knowledge transfer: Exploring knowledge leakage in joint R&D projects

Knowledge leakage refers to loss of technological knowledge intended to stay within a firm׳s boundaries and may cause a “weakened state” in which a focal firm loses its competitive advantage and industry position. Based on multiple case studies of knowledge leakage in joint research and development (R&D) projects in large firms in Sweden, this paper makes two contributions. First, in contrast to the uni-dimensional dyadic leakage process assumed in the literature, we find that the knowledge leakage process is multi-dimensional and exists in three varieties: i) a process whereby an external party assimilates knowledge from a focal firm, ii) a process whereby an external party assimilates knowledge from another external party, and iii) a process whereby the focal firm uses knowledge already shared with an external party in such a way that it becomes sensitive. Second, where the prior literature suggests that core knowledge must be protected from leakage, we find that some core knowledge can leak without negative effects, whereas some knowledge, being non-core to a focal firm, can have severe negative effects. These insights provide novel theoretical implications and new insights into how firms can manage knowledge leakage in practice.     

循证管理在跨国并购中的应用

在经济全球化的背景下,企业之间的并购重组成为突破企业发展瓶颈、提高企业经营能力的一种行之有效的方式。现阶段,我国并没有非常完善的并购理论,而并购中情况的复杂性也使依靠经验的传统管理方式很难发挥作用。为实现并购的有效进行,论文将循证管理的理念引入跨国并购理论中,分析并购中可能产生的风险,并以循证管理的角度给出解决方法,为并购理论提供新的完善思路。     

The role of HRM and social capital configuration for knowledge sharing in post-M&A integration: a framework for future empirical investigation

The literature on human resource management (HRM) indicates that HRM plays an important role in merger and acquisition (M&A) integration success, but pays little attention to the mechanisms for knowledge sharing in post-M&A integration. Limited work has been carried out to provide understanding on how social capital and HRM practices influence intra-organizational knowledge sharing in M&A integration. This paper primarily focuses on the phenomenon of social capital and HRM practices – one of the primary means by which knowledge sharing can occur within firms. The main aim of this paper is to provide an alternative framework that introduces the literature on HRM and social capital to discuss how HRM practices and the various dimensions of social capital may enhance knowledge sharing in post-M&A integration. Drawing on the literature on social capital and HRM, we offer an alternative view on the issue of knowledge sharing in M&A integration by explaining how specific HRM practices that have an impact on employees’ knowledge, skills and abilities for participating in knowledge sharing activities may depend on relational, cognitive and structural social capital. We isolate a number of HRM practices and social capital variables that may enhance knowledge sharing in post-M&A integration, and develop a research model and propositions for future empirical investigation.     

企业并购中的财务风险与应对措施

随着经济形势成熟化的发展,中国的并购市场也得到了发展与壮大.但是,根据相关数据显示,我国企业并购的成功率与欧美等发达国家相比较,仍然还有一定的差距.伴随经济全球化发展,各大企业面临着越来越大挑战.一个企业如果想仅仅依靠自己的力量去开拓新领域,在新领域发展变得越来越困难.这时,企业并购给了这些企业希望,企业并购成为企业开...     

Valuing technological synergies in mergers

Technological synergy in mergers and acquisitions (M&As) is achieved when there is an increase in value generated by combining the stock of complementary technologies of acquirers and targets, as well as utilizing target’s patents to initiate or defend lawsuits against competitors. Using U.S. patent data, we provide quantitative measures of these two sources of technological synergy. We find that these measures of technological synergy are important considerations of acquiring firms and capital market in valuing target firms’ innovative assets, as the measures are positive determinants of merger premium and total synergy gain. The expected total gains of acquirers’ and targets’ shareholders from technological synergy decrease with the difficulties of post-merger integration as proxied by geographical distance between acquirer and target. Our technological synergy measures are also good predictors of post-merger realized synergy, i.e., increase in patent outputs in the overlapped technology classes and market share.     

跨国并购执行阶段财务风险研究

改革开放以来,中国经济持续高速增长,国内市场逐步开放,国家对“一带一路”的推进也使越来越多的企业试图通过海外并购的方式扩大其国际市场份额,以此提高企业竞争力。但即便有国家政策的支持,想要完成海外并购依旧是困难重重,因此,系统分析所存在的财务风险并加以控制变成重中之重。论文对跨国并购现状进行概述,随后重点分析在执行阶段所存在的几点财务风险,并提出相应的防范建议。