Are there waves in merger activity after all?

This paper investigates the merger wave hypothesis for the US and the UK employing a Markov regime-switching model. Using quarterly data covering the last 30 years, for the US, we identify the beginning of a merger wave in the mid 1990s but not the much-discussed 1980s merger wave. We argue that the latter finding can be ascribed to the refined methods of inference offered by the Gibbs sampling approach. As opposed to the US, mergers in the UK exhibit multiple waves, with activity surging in the early 1970s and the late 1980s.     

The determinants of aggregate-merger activity—Before and after Celler-Kefauver

Regression analysis was used to determine the significant determinants of aggregate merger activity before and after 1950. This study found that stock prices were positively related to merger activity both before and after 1950. However, interest rates were positively related to merger activity prior to 1950, and negatively related to merger activity after 1950. This may have been the result of the Treasury Accord of 1951, which stopped pegging of interest rates. The unemployment rate was negatively related to mergers before 1950, but insignificantly related to mergers after 1950. The decreased significance of the unemployment rate could be the result of the passage of the Celler-Kefauver amendment to the Clayton Act. Tightened regulation may have caused businesses to take a longer run view of merger activity and decreased the business cycle effect. In conclusion, changes in both the regulatory environment and monetary policy have influenced the level of merger activity since 1950.     

The Direction of Union Mergers in the United States: The Rise of Conglomerate Unionism

Trade union mergers have become common throughout the industrial world. In the United States, since the late 1970s, these have become increasingly multi-jurisdictional. Beginning in the 1990s, the trend has been dominated by five 'conglomerate' unions, who have embraced this as a strategy for growth and increased effectiveness. This article will examine the roots of this 'conglomerate' direction and quantitatively assess the claims for greater effectiveness in finances, organizing, and collective bargaining. The tentative conclusion is that while resources and policy matter, the conglomerate merger strategy of these unions has not improved any of these functions either over time or in comparison to other unions that have put less emphasis on multi-jurisdictional mergers.     

Threshold tests for the control of mergers: The Australian experience

Merger policy in Australia has been formulated for a small open economy. Tight merger control has been avoided in order not to impede rationalisation and improved international competitiveness. From 1977 to early 1993 a merger or acquisition was only prohibited if it would lead to a firm gaining a dominant position in a substantial market. As a result, few mergers were stopped and some which would probably have substantially lessened competition were allowed to proceed without detailed investigation. Since January 1993 a threshold test of substantial lessening of competition has applied — a reversion to the test included in the original 1974 Trade Practices Act. This is likely to mean that more proposed mergers will come under scrutiny and the trade-offs between efficiency gains and anti-competitive detriments will need to be evaluated in a greater number of individual cases. New draft merger guidelines released in November 1992 generally reflect contemporary thinking in industrial economics.     

Mergers — What the “Grimm” data tell us

The aggregate level of U.S. merger activity may be influenced by expectations concerning future economic growth (as proxied by stock prices), current economic conditions, and/or interest rates. This paper applies regression analysis to the W. T. Grimm annual merger data from 1963–1986 to determine which of these determinants are significant. It also examines whether the government's antitrust stance influences merger activity. The results indicate that current economic conditions are a significant determinant, while interest rates and the government's antitrust stance appear to have no effect on mergers. The result concerning stock prices was inconclusive and will require more analysis.The author would like to thank an anonymous referee for many helpful comments. As always, the author accepts sole responsibility for any errors or omissions.     

Bagging bundle benefits in broadband and media mergers: Lessons from Sky/Vodafone for antitrust analysis

The historic precedents in telecommunications antitrust findings have tended towards finding harm to competition when network operators integrate downstream and bundle the provision of applications and services. The reason for this is that market power in network provision is thought to be extended into the applications market(s). More recently however, proposed mergers have been between telecommunications and media distribution firms, both of whom have some degree of market power, already sell their own services in bundles, and who may or may not have been offering combined bundles already via contractual agreements. Examples include Sky/Vodafone in New Zealand, and Time Warner/AT&T in the United States as well as Vodafone/Unitymedia in Germany and Media Capital/Altice in Portugal. These complex proposed arrangements pose challenges to competition authorities, whose legal and procedural rules and precedents, especially those defining the relevant markets affected by the merger or vertical integration activity, have been developed from the analysis of simpler cases. These precedents may not be sufficient to analyse current cases, characterized by multiple products catering to heterogeneous consumer preferences, and consumers are not constrained to buying only one variant of the products in each of the upstream and downstream markets.We illustrate the challenges by way of a case study of the proposed merger between Sky and Vodafone, declined by the New Zealand Commerce Commission in February 2017. Limitations in existing market definition processes and the evaluation of market power where bundling already occurs risk overlooking complex demand-side interactions that influence the profitability and efficiency of various structural and contractual strategic choices. We propose that classic merger and antitrust analysis based on econometric cost-benefit analysis can be augmented by using simulation and numerical analysis of a range of bundle offers expected to be relevant in decision-making. We develop a simple model and use it to illustrate how it may be used to inform broadband and content mergers, and other complex antitrust cases, such the assessment of the effects of two-sided markets and firm pricing decisions.     

Efficiency and competition: The reagan administration's legacy in merger policy

The full effects of the latest merger wave will not be evident for a number of years. Further, many forces other than the Reagan administration's permissive policy contributed to the surge in asset redeployment that characterized the 1980s. Nevertheless, the rationale for this policy should be evaluated as promptly as possible, since antitrust remains the nation's primary policy instrument for dealing with untoward effects of merger. Both empirical evidence and underlying theory contradict beliefs in the efficiency-enhancing character of most mergers and of the market for control. Several emerging and potential harmful effects are noted.     

Conglomerate mergers and subsequent industry effects

The focus of most studies of conglomerate mergers has been on the effects on companies involved. Of more direct relevance to antitrust policy is the question of industry effects of this type of merger. This article looks at eleven cases of “large firm/leading firm” conglomerate mergers completed between 1958 and 1970 and examines census data to see if structure or performance of the acquired “leading firm's” market was altered due to the merger. The results suggest that industry structure is not significantly affected, but that there may be adverse performance effects when the acquired firm is a leader in an unconcentrated market with substantial entry barriers.     

The effects of mergers in markets for differentiated products

Several authors have studied conditions in which price-increasing forces associated with mergers in ahomogenous oligopoly might be offset by price-decreasing forces associated with rationalization of production. Analogously, in the case of mergers between producers ofdifferentiated products, economies of scope are a possible price-decreasing force. The interrelationship of demands can be another one. Edgeworth showed the possible strength of this latter force in demonstrating that the imposition of taxes on substitute products can cause the prices of all of them to fall. That paradoxical result is directly relevant since effects of mergers are shown to be equivalent to those of properly chosen taxes. Nevertheless, it is shown that the Edgeworth phenomenon does not carry over to mergers i.e., demand forces on their own are not sufficient for mergers to lead to reductions in all prices — although some price reductions are possible. The paper also develops conditions for all prices to rise after a merger. General conjectural variation models in both price and quantity are considered. Finally, it is shown that mergers cannot increase welfare in linear models with Bertrand or Cournot competition. The implications of the results for merger policy are briefly discussed.     

Predicting who stays and leaves after an acquisition: a study of top managers in multinational firms

This study adds to current explanations of executive fate following a merger or acquisition by examining how executives' perceptions of merger events determine whether they stay or leave. Results indicate that executives' perceptions of the merger announcement, interactions with the acquiring firm's top managers following the merger, and long-term effects of the merger significantly influenced their decision to stay or leave. These perceptions could be used to correctly distinguish between stayers and leavers in almost 80 percent of the cases. In addition, perceptions created when the target company was acquired by a foreign multinational made it more likely that the executive would leave. This finding demonstrates that foreignness continues to be an important determinant of executive perceptions in cross-national mergers and acquisitions. Copyright © 2001 John Wiley & Sons, Ltd.     

Who's acquiring whom? — Experimental evidence of firm size effect on B2B mergers and marketing/sales tasks

A recent study has revealed a marked growth in global mergers and acquisitions between firms from developed and developing countries. Unlike previous merger waves, however, companies in emerging markets are playing an increasingly important role. This highlights the need for greater scrutiny of more, and diverse, aspects of mergers. In particular, the size difference between firms involved in mergers and its impact on merger outcomes are of interest. This paper examines whether the involvement of differing numbers of employees (either from the acquiring firm or from the acquired firm) may influence merger success. Drawing on previous work in understanding organizational culture and merger dynamics, we conduct a laboratory experiment that not only confirms the presence of learning and conflict in organizational cultures in mergers but also presents new findings in relation to the relative size of the firms involved.     

Industry Change and Union Mergers in British Retail Finance

This paper investigates the reasons for and implications of the recent merger between three of the largest unions in the retail finance sector, creating UNIFI. Recent union mergers have been explained by environmental changes adversely affecting membership and finances. These prompt leaders to consider merger as an appropriate organizational solution. Mergers are successfully concluded when leaders are able to overcome internal resistance and develop acceptable outcomes. We examine whether these factors are sufficient to explain how the merger between the national banking union and two large company‐based staff unions was concluded, given longstanding institutional rivalry.     

Preemptive mergers under spatial competition

Mergers for market power generally benefit outsider firms more than participating firms. Hence, outsiders should welcome such mergers between their competitors but, frequently, this is not the case. Under spatial competition some outsiders gain more than the participating firms but others might benefit less. Thus, if the number of admissible mergers is limited, firms may decide to merge to preempt rival mergers. This paper studies the incentives for preemptive merger by firms engaged in spatial competition.     

EFFICIENCY GAINS AND STRUCTURAL REMEDIES IN MERGER CONTROL*

This paper studies the role of structural remedies in merger control in a Cournot setting where (endogenous) mergers are motivated by prospective efficiency gains and must be submitted to an Antitrust Authority (AA) which might require partial divestiture for approval. From a merger policy perspective, this paper's main contribution is two‐fold. First, it shows that if mergers do not involve all firms in the industry, then merger remedies help the AA to increase consumer surplus only if assets are divested to competitors already in the market. Second, it presents a model which clarifies that there can only exist social costs to ‘over‐fixing’ the anticompetitive effects of a merger if merger review policy treats mergers as one‐time events. When a more dynamic view is taken of sequential merger review, then there can never be an ‘over‐fixing’ problem. In this case, however, remedies are shown to be needed to make myopic merger review optimal.     

Analytical Screens for Electricity Mergers

Electricity mergers pose distinct challenges for competition policy. Electricity demand is highly inelastic in the short run, storage is limited, and transmission constraints limit the ability to substitute generation at other locations. As a result, a merger can affect prices in many different markets and even generators with small market shares may be able to exercise market power. The U.S. Federal Energy Regulatory Commission’s approach for screening horizontal mergers, based on the concentration thresholds in the Department of Justice/Federal Trade Commission Horizontal Merger Guidelines, can fail to identify mergers that lessen competition, and mergers that fail the FERC screen may have no significant anticompetitive effect. We propose competitive residual demand (CRD) analysis, which examines the supply curves of the markets affected by a merger and considers the ability and incentive of firms to raise prices before and after a proposed merger. CRD analysis is a relatively easy way to address the incentives for generators to exercise market power and relies on data that are often available. Vertical (convergent) mergers between electricity and gas raise additional concerns, and we propose a methodology to screen vertical mergers.     

Hold-up of anti-competitive mergers

We construct a model of endogenous mergers and study some issues of whether and how to control mergers, taking into account firms equilibrium response to policy. Anti-competitive mergers benefit competitors more than the merging firms. We show how such free-riding reduces firms incentives to merge (holdup). Firms delay merger proposals, hoping other firms will merge instead. The final result, however, is an overly concentrated market. Merger control may thus preserve competitive markets. In the presence of holdup, even reasonable policies such as requiring divestiture or using cost-benefit analysis, may be worse than not controlling mergers at all.     

SCREENING AND MERGER ACTIVITY*

In our paper, the target of a proposed merger, by setting a reserve price, is able to screen prospective acquirers according to their (expected) ability to generate merger‐specific synergies. Both empirical evidence and many merger models suggest that the difference between high and low‐synergy mergers becomes smaller during booms. Thus, a target's opportunity cost for sorting out relatively less fitting acquirers increases and, hence, targets screen less tightly during booms, which leads to a hike in merger activity. Our screening mechanism not only predicts that merger activity is intense during booms and subdued during recessions but is also consistent with other stylized facts about takeovers and generates novel testable predictions.     

A New Perspective on Entry in Horizontal Merger Analysis

I analyze horizontal mergers in procurement settings in which sellers incur costs to participate. Considering existing sellers’ contest-level entry differs from antitrust authorities’ typical emphasis on new sellers’ market-level entry to counteract a merger’s anticompetitive harm. I show that profitable mergers can increase consumer and total surplus by inducing more and stronger contest-level entry by the merged seller, which echoes common claims from merging parties that their merger is beneficial because it creates a stronger competitor. This finding suggests caution by antitrust authorities: when contest-level entry costs matter, standard models that ignore those costs prescribe blocking procompetitive mergers.

     

The Australian merger guidelines: A comparison with the U.S. merger guidelines

Modern Australian antitrust had not begun when the first U.S. merger guidelines appeared in 1968. Even now, twenty five years later, no similarly detailed, formal administrative guidelines have been developed in Australia. This paper reviews the way in which the AustralianTrade Practices Act 1974 handles mergers and market definition, and considers how the Courts and the Trade Practices Commission, Australia's sole antitrust enforcement agency, have handled market definition and evaluated mergers. The key role played by the Trade Practices Tribunal, a quasi-judicial body, in influencing the Australian approach to mergers and market definition is highlighted. Contrasts are made with the 1992 American guidelines, and reasons for the different approaches are suggested.     

Short and long run movements in U.S. merger activity

This paper uses the NPV approach to merger decisions to select variables which are expected to explain changes in the aggregate number of mergers of US manufacturing and mining firms over time. We test for and estimate a cointegrating relationship between such variables. We find that in the long run the number of mergers and acquisitions is positively related both to the level of manufacturing production and to the level of the nominal bond yield. A short run dynamic model is also presented. Annual changes in merger and acquisition activity were found to be positively related to current changes in Tobin's Q and changes in Q lagged one, two and four years; positively related to changes in the current bond yield but negatively related to changes in the yield in the previous year; and finally that changes in merger activity were related to the degree to which the number of mergers differed from the long run or equilibrium value in the previous year.