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.     

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.     

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.     

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.     

Integration or disintegration? Human resource implications of a common corporate language decision in a cross-border merger

The primary purpose of introducing a common corporate language in cross-border mergers is to integrate two previously separate organizations and facilitate communication. However, the present case study of a cross-border merger between two Nordic banks shows that the common corporate language decision may have disintegrating effects, particularly at organizational levels below top management. We identify such effects on performance appraisal, language training and management development, career paths, promotion and key personnel. Our findings show that top management needs to work through the consequences of the language decision upon those who are expected to make such a decision work.     

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.     

管理者过度自信对企业跨行业并购的影响

管理者作为企业的最高决策层,是制定企业发展战略、实施投融资决策、进行企业日常经营活动以及执行企业日常经营管理的主体,其在决策过程中的过度自信心理对企业的发展至关重要.而跨行业并购交易作为公司市值管理的重要手段之一,研究管理者的过度自信与企业跨行业并购对公司价值最大化的影响十分重要.     

Determinants of the method of payment in mergers and acquisitions

We empirically investigate the determinants of the payment form in mergers and acquisitions and introduce new variables on the target and acquirer investment characteristics to evaluate whether the concerns of target and acquirer shareholders are taken into account. Our sample encompasses mergers between publicly listed US companies from 1985 to 2004. Similarly we also consider the determinants of announcement returns using the same set of variables. We establish the relevance of a previously unreported variable for the determination of the payment form, the correlation of returns between target and acquirer, besides the more established determinants hostile takeovers, and defence mechanisms; weak evidence is found for the significance of budget constraints and no evidence for asymmetric information or tax considerations being a relevant factor. We do not find that announcement returns are explained by the variables considered.     

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.     

Compatibility and unlearning in knowledge transfer in mergers and acquisitions

Despite wide recognition of the central role of knowledge and its transfer, extant research has focused much on some important aspects of knowledge transfer and paid little attention to others. We focus on two underexplored issues in the knowledge transfer literature, namely: (a) compatibility of new knowledge with recipients’ needs, interpretations of its past experiences and its existing norms, and (b) organizational unlearning, which moderates the relationship between compatibility and extent of successful knowledge transfer. We examine different types and dimensions of knowledge compatibility and organizational unlearning within our proposed knowledge transfer process framework. We situate our discussion primarily within knowledge transfer in cross-border mergers and acquisitions. Based on the proposed model, we also offer propositions future research can test.     

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。     

基于COBIT的企业并购中信息系统整合风险分析

信息系统整合是企业并购中的重要内容,分析与控制企业并购中信息系统整合存在的风险是当今研究的一个新课题。COBIT体系目前已成为国际上公认的IT管理与控制标准,它可以指导企业有效地利用信息资源,有效地管理、控制与信息相关的风险。文章将信息系统整合活动映射到COBIT体系下,给出企业并购中信息系统整合风险模型,并利用该模型对企业并购中信息系统整合风险进行了识别与分析。     

Do managerial behaviors trigger firm exit? The case of hyperactive bidders

This paper investigates the effects of managerial mergers- and acquisitions-related investment strategies on the exit risk of firms. Using a sample of hyperactive bidders, I show that managerial excessive acquisitiveness can precipitate firm exit. Overbidding is associated with weak corporate governance and lower disclosure quality within firms. I find that hyperactive bidders take more risk compared to conservative bidders. Such bidders also misallocate firms’ resources and dent firms’ reputational capital. Eventually, the external corporate control market is more effective compared to mechanisms such as bankruptcy reorganization, forced liquidation, leveraged buy-out, and expulsion from stock exchanges in disciplining hyperactive bidders by turning them into targets of takeover. These results suggest that a hyper acquisition-induced growth strategy is, on average, detrimental to the long-term survivability of firms and that the internal and external corporate-control mechanisms may not be effective enough to forestall falling value of an excessively acquisitive firm.     

The blind power: Power-led CEO overconfidence and M&A decision making

The behavioral finance literature attributes failed M&As to CEO overconfidence. We investigate the source of CEO overconfidence that leads to failed M&As. Among various determinants of CEO overconfidence, we propose that power-led CEO overconfidence delivers undesirable consequences in corporate investments. Using CEO-level data, we find that CEO power increases the probability of a CEO being overconfident. We also show that power-led overconfident CEOs tend to complete more deals regardless of economic circumstances, do stock acquisitions, and make diversifying acquisitions, relative to non-overconfident CEOs. The results suggest that the findings of previous studies on M&As by overconfident CEOs could be driven by power-led overconfident CEOs.     

行业视阈下企业“并购或联盟”的选择偏好研究

企业并购和联盟的行为并不仅仅是特定的企业层面的问题,很多行业内都出现了大规模并购或联盟的风潮,这已成为了一种显著的行业性现象。在一个既定的行业中,大部分的企业都面临着相似的技术要求和市场态势。行业对于企业选择其外部成长战略的偏好有着重要的影响。在本文中,作者将提出三个行业层面的影响维度,通过两分法,将行业分为八种情景,分别讨论在不同行业情景下企业对兼并收购或战略联盟的选择偏好。     

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.     

Performance Management in Universities: Effects of the Transition to More Quantitative Measurement Systems

The measurement of research and teaching performance is increasingly common within universities, driven probably by the rise of New Public Management (NPM). Although changing over time and varying from country to country, NPM involves the use of private sector methods in the public sector. Traditionally, performance measurement in universities has had a developmental role – helping individuals to improve their (future) performance. However, the new systems seem more judgemental – i.e. seeking to quantitatively evaluate (past) performance. We study performance measurement in two Accounting and Finance groups – one in the Netherlands and one in the UK. In both we see an increasing use of judgemental forms of performance evaluation and, in particular, the use of more quantitative performance measures. The use of these more judgemental quantitative systems is seen to have various effects. Although these systems emphasise objective quantitative measures, they relocate subjectivities (usually at a greater distance from the subject), rather than remove them. This creates uncertainty and anxiety about how the systems are used. There is a danger that the new systems could inhibit creativity in teaching and limit contributions to the world outside the university. Furthermore, they could damage creativity and innovation in accounting research – as researchers play safe in getting the publications they need. As we are both researchers and practitioners in this area, we should be challenging these trends and pointing to the dangers for research (and teaching) in our field.     

浅论信息化对制造业技术创新力影响的研究中存在的问题与对策

技术创新是企业生存的关键,而信息化对企业的技术创新能力有着重要的影响。本文从研究内容、角度、层次和实证等方面分析了信息化对制造业企业技术创新能力影响研究的问题,并提出了相关对策。     

International mergers and acquisitions in the UK 1985-94: a comparison of national HRM practices

The paper investigates HRM practices adopted by companies from the USA, Japan, Germany and France in UK companies that they have acquired. UK/UK acquisitions are used as a control. The research is based on a survey instrument applied to 201 companies and interviews with forty. It notes that there is some convergence of HRM practices, in that, for example, all countries researched employ performance-related pay and increase the amount of training in their new subsidiaries. It finds, however, that there is a distinct difference in the HRM practices employed by companies from each of the countries, influenced by the characteristic HR practices common to companies in the country of origin of the parent.