Successful antitakeover defenses,top management turnover and stock prices

Previous studies have not addressed the question of whether successful targets of hostile bids adopt specific defenses, or whether a relation exists between the type of defense and subsequent management turnover. This study finds that sale or buyback of stock is the most common-and probably the most successful-form of defense employed by targets to defeat hostile bidders, and that stock buyback leads to management retrenchment in the post-defeat period. The management turnover announcement has no impact on the target stock price and appears to convey no new information to the market.     

The role of executives in hostile takeover attempts

This paper proposes a two-stage game theoretic model where the discretionary power of executives acts as an implicit defense against hostile takeovers. Following managerial enterprise models, this paper analyzes the effects of discretionary power of target’s executives over R&D and advertising expenditures in defeating hostile takeover attempts. It is shown that in vertically differentiated industries, in equilibrium, target’s executives keep low level of R&D and advertising expenditures to make their firm an unattractive target for hostile takeovers. The model reveals that executives are influenced by their self-interest of monetary and non-monetary benefits and this self-interest makes the industry more differentiated.     

The effect of takeover defenses on the dividend decision

Many firms have sought protection from hostile takeovers by passing defensive amendments to their corporate charter and/or lobbying their state legislatures for statutory protection. Agency theory would suggest that any such takeover defenses alter the principal-agent relationship. A consequence of such a change may be a change in corporate decision making. The objective of this research is to test the effect that passage of antitakeover amendments has on a firm's dividend policy. We use six alternate measures of dividend activity: total dividends paid, dividends per share and dividends relative to earnings, cash flow, market value, and book value. Our results indicate that firms that adopt antitakeover amendments, when compared to an industry control sample, tend to have a slower rate of growth in dividend payout as measured by the proxy variables. These results suggest that entrenchment is not a likely outcome of such amendments.     

The theory of corporate takeover bids: A subgame perfect approach

In this paper I re-examine Grossman & Hart's (1980a) earlier work on corporate takeovers and address three main shortcomings of their theory. First, their theory implies that in the ‘Nash equilibrium’ either all shareholders will decide to tender their shares or all will refuse the raider's tender offer. Hence, they look only at the pure strategy equilibria. Second, there does not exist any free-rider problem in the extreme cases of pure strategy equilbria because everyone sells his or her share and the raider does not have to deal with any minority shareholder in the equilibrium. On the other hand, if the raid fails and no one sells, then there is no question of dilution either. I show some mixed-strategy equilibria using assumptions of Grossman and Hart. Third, Grossman and Hart claim that their theory rules out the possibilities of takeovers by the inefficient raider in which the shareholders who tender their shares are worse off than they would have been otherwise with the incumbent management. It appears from the model that their argument is based on rather arbitrary assumptions.     

Institutional investors,corporate governance and the performance of the corporate sector

Proportions of equity held by institutional investors—pension funds, insurance companies and mutual funds—are rising across all OECD countries. Meanwhile institutions are becoming more influential in corporate governance, even in bank-dominated countries, inter alia due to international investment, pension reform and EMU. We provide two forms of evidence on the effects of institutional corporate governance on corporate performance. First we offer a literature survey on micro evidence, the outcome of which is mixed, but on balance suggesting a positive effect on equity returns. We contend that these micro studies face a difficulty that they cannot capture effects of governance initiatives whose effects go wider than “target firms”. Accordingly, we present results for the reduced form empirical relationship between institutional share holding and corporate sector performance at an economy-wide level. These are consistent with significant effects which differ between “Anglo-Saxon” and “relationship banking” countries. For example, institutions appear to accompany lower investment and higher dividends in the former.     

Institutional investors and firm performance: Evidence from IPOs

We investigate the post-IPO evolution of institutional investor holdings and the manner in which operating performance is related to these holdings. During the first year after the IPO, average institutional holdings increase from 24% to 36% of shares outstanding and stabilize at about 42% by the end of the second year. We document that post-IPO operating performance is positively related to institutional holdings, but this relation subsides in the third year after the IPO. Overall, our findings indicate that institutional ownership is a valid indicator of the firm’s operating performance in its initial years as a public company.     

Institutional investors and industrial relations data: an empirical survey

Financial institutions play a major role in investing funds in the shares of individual companies. To what extent do investment managers and analysts take account of industrial relations information when making their decisions?     

Takeover threats,antitakeover amendments and stock price reaction

We examine the influence of takeover threats on the stock price of firms proposing antitakeover amendments. Stock prices of the majority of firms, which are not takeover targets during the four years surrounding the amendments, are unaffected, while prices of firms that become takeover targets within two years increase significantly. We document weak evidence of wealth losses only for a sample of prior targets. Our findings suggest that shareholders of the average firm are not harmed by antitakeover amendments because they provide either a better bargaining position or an information signal to the market.     

ESOPs, takeover protection, and corporate decision-making

ESOPs have the potential to align the interests of employees and owners and may increase firm value. However, employee ownership may also strengthen the position of entrenched management. The literature predicts that firms newly protected from takeover threat will tend to (1) increase long-term investment and (2) require additional external monitoring, and/or (3) may use leverage as part of an overall antitakeover strategy. We examined firms that have adopted ESOPs and find that firms raise the level of capital expenditures, research and development expenditures, and dividends. (JEF G320)     

Common ownership,institutional investors,and welfare

This study evaluates the effects of institutional investors' common ownership of firms competing in the same market. Overall, common ownership has two opposing effects: (a) it serves as a device for weakening market competition, and (b) it induces diversification, thereby reducing portfolio risk. We conduct a detailed welfare analysis within which the competition‐softening effects of an increased degree of common ownership is weighted against the associated diversification benefits.     

The impact of anti‐takeover charter amendments on expectations of future earnings and takeover activity

In this study, additional evidence of the impact of anti‐takeover amendments on firm earnings and subsequent takeover activity is presented. It is found that analysts’ projections of financial performance measures do not appear to be altered by the adoption of anti‐takeover amendments. Additionally, it is found that the anti‐takeover charter amendments do not impact either takeover activity or takeover premiums following their adoption. Thus, anti‐takeover amendments appear to have few, if any, consequences to shareholders. Copyright © 1999 John Wiley & Sons, Ltd.     

制度条件、机构投资者与上市公司市场价值

上市公司市场价值是投资者获得投资收益的主要来源,公司市场价值的提升是投资者保护的重要体现。本文在制度分析的基础上,通过面板数据模型,实证分析中国机构投资者提升上市公司市场价值的制度条件。结果发现,机构投资者提升上市公司市场价值的作用受到机构持股数量和上市公司所有权性质的影响。较高的持股比例是机构投资者提升上市公司市场价值的重要条件;而上市公司的国有控制特征降低了机构投资者的上市公司价值提升作用,并且国有控制的这种限制作用主要来自地方控制的上市公司。上述研究发现,对理解发展机构投资者的经济后果具有重要意义,有助于更加深入地理解机构投资者提升上市公司市场价值的制度条件,也为投资者保护研究提供了一个有益的视角。     

Executive compensation,method of payment and abnormal returns to bidding firms at takeover announcements

This study investigates the association between method of payment, long-term performance plans, managerial stockholdings and abnormal returns to bidding firms at takeover announcements, using a cross-sectional regression methodology. Previous studies have examined each of these factors separately. The results indicate that firms with long-term performance plans and high managerial stockholdings in cash offers experience significantly higher abnormal returns at the announcement of mergers prior to 1980. The study provides additional evidence in explaining the previous conflicting results (Jensen and Ruback, 1985), examining the stock market reaction of bidding firms at merger announcements.     

Institutional quality, governance, and financial development

Using banking sector and stock market development indicators, we examine the effect of institutional quality on financial development in developed and developing countries. Empirical results are based on dynamic system generalized method of moments estimations and demonstrate that a high-quality institutional environment is important in explaining financial development, specifically for the banking sector. However, the stock market development-institution relationship is contingent one, characterized by a non-monotonic pattern. The results are robust to two measurements of institutions and governance indicators, as well as estimation methods.     

Foreign investors and stock price efficiency: Thresholds,underlying channels and investor heterogeneity

This paper examines the relationship between foreign shareholding and stock price efficiency for Malaysian public listed firms over the 2002–2009 sample period. We use stock price delay as an inverse measure of price efficiency, and consider the speed of adjustment to local and global common factor information. The results show that foreign investors accelerate the incorporation of both types of common information into the prices of Malaysian stocks, mainly due to their superior skills in processing systematic market-wide factors. However, we find evidence of optimality in foreign shareholding, suggesting that the efficiency benefit disappears after foreign ownership exceeds a certain threshold level. Further analyses shed lights on the channels and moderating variables driving this non-monotonic relationship. Our disaggregate analysis on foreign investor heterogeneity shows that foreign investors who trade through nominee accounts are elite processors of public market-wide and firm-specific news in the Malaysian stock market.     

People,Actors, and the Humanizing of Institutional Theory

In much contemporary institutional scholarship, the term ‘actor’ is used as a shorthand for any entity imbued with agency. Talking about actors in institutions thus serves the necessity of allocating agency before returning to the analysis of institutional structures and processes. We find this approach to actorhood limiting, conceptually and normatively. Grounded in the perspective of pragmatist phenomenology, we assert the need for distinguishing between persons and actors, and the value of integrating the person into institutional analysis. We conceive of persons as humans with a reflective capacity and sense of self, who engage with multiple institutions through the performance of institutional roles. People may acquire actorhood by temporarily aligning their self with what is expected from a particular actor-role in an institutional order. Conversely, institutions enter people’s lifeworld as they are personified in people’s social performances. We outline this perspective and examine conceptual and normative implications that arise from the integration of human experience in institutional analysis.     

投资者法律保护与公司融资的配置效率

各国对投资者的法律保护,经历了一个从无到有的逐步完善的过程。投资者的法律保护通过提高企业的价值改进公司的融资效率,通过促进资本市场的发展为公司融资提供环境支持。加强我国投资者法律保护应从法律内容的完善和法律执行质量的提高两个方面来展开。     

政治关联、制度环境与金字塔结构

通过利用2004～2008年共202家民营上市制造业公司数据,文章研究了政治关联、制度环境与金字塔结构之间的关系。发现,政治关联与制度环境变量与金字塔结构层级和复杂度均呈显著的负相关关系,表明政治关联和良好的市场制度环境都为民营企业发展提供了较好的获取资源优势和配置机会。但在同时考虑两者对金字塔结构影响的情况下,不同的政治关联指标在不同的市场制度环境下,存在不同的替代和互补作用。政治关联总人数与政治关联为曾任政府官员指标与市场制度环境对金字塔结构的影响存在着替代作用;而董事长或总经理为政治关联和政治关联为现任政府官员指标与市场制度环境对金字塔结构的影响呈明显的互补效应。     

浅谈实行工程量清单招标的问题及对策

文章分析了实行工程量清单招标存在的一些问题,并从行政主管部门、招投标方以及招标代理机构的不同角度出发,提出了解决这些问题的对策。