Spatial Price Discrimination and Merger: The N-Firm Case

The consequences of merger are analyzed in an N-firm model of spatial price discrimination. The merger occurs with known probability after location decisions have been made. The possibility of merger alters locations, generates inefficiency, and increases the profit of the merging firms. In the case of corner mergers, but never in the case of interior mergers, the possibility of merger may also reduce the profit of the excluded firms.     

A measure of the synergy in mergers under a competitive market for corporate control

Summary and Conclusion This note developed a possible measure of the anticipated synergy in mergers under the assumption that the market for corporate control is competitive. By applying Tobin'sq theory of investment, a measure which is composed of three potentially measurable variables is derived. The three variables are: the acquisition premium paid by he buying firm, the market value, and the replacement costs of the target firm. This measure may be utilized to do empirical studies involving the synergy in mergers regardless of the type of the merger and the source of the synergy. When the market for corporate control is not necessarily competitive, the inequality version of the measure gives the lower bound of the anticipated synergy and upper bound of the premium. In the special case of conglomerate mergers where economies of scope is the only source of synergy, the measure may also be interpreted as the present value of the anticipated economies of scope.     

Abnormal Accruals and Managerial Intent: Evidence from the Timing of Merger Announcements and Completions

We examine acquiring managers' opportunistic reporting behavior around stock‐for‐stock acquisitions. Using the timing of merger announcements and completions to infer managerial intent, we show that acquirers with the most inflated earnings tend to announce mergers on Fridays, and that they manage earnings several quarters before the merger announcement date. Friday announcers exhibit a stronger negative association between pre‐merger announcement abnormal accruals and post‐merger announcement market performance than non‐Friday announcers. This effect is driven mainly by mergers that are completed relatively quickly after they are announced. Overall, the evidence supports the notion that some acquiring managers inflate earnings prior to announcing the mergers, and time the merger announcements to exploit investor inattention.     

The effect of mergers on employment and wages: Evidence from Japan

This study investigates the impact of mergers on employment and employees’ wages in Japan, based on 111 mergers between listed firms observed between 1990 and 2003. Typically, the number of employees decreases by 4.45% three years after a merger, even after changes in sales and other variables are controlled. Firms that experience related mergers, and rescue mergers are more likely to decrease the number of workers. At the same time, wages increase by 5.46% per employee. These results suggest that the main motivation behind mergers is not to divest employees of their wealth.     

不完全信息下跨国兼并模型分析

本文主要通过对不完全信息跨国兼并模型的分析,发现如果没有政府干预,外国企业只要具有成本上的优势,跨国兼并的发生是不可避免的。其中不完全信息并不是市场实现兼并的障碍,而政府在维护、平衡市场兼并效率和社会福利的关系方面中扮演着重要角色。     

Determinants of cross-border merger premia

Firms have a broad range of rationales for engaging in cross-border mergers and other forms of foreign direct investment (FDI); while some companies are in search of the cost advantages provided by foreign resources, other firms are primarily interested in gaining access to new markets. Although a significant amount of research has explored the patterns of FDI, little work has been done to assess what influences the value of cross-border mergers and, in particular, what determines why some cross-border mergers are expected to result in higher synergies when compared to others. This paper explores what characteristics of a merger are expected to increase the synergies that a firm will accrue from a cross-border merger by testing how a variety of factors impact the premia paid to effectuate a cross-border merger. We find that firms are willing to pay a higher premium to obtain greater control over foreign firms, and that this control is even more important in mergers involving firms in emerging markets. We also find that the factors affecting deal premia in cross-border mergers differ based on whether the acquirer has a high or low intangible asset intensity level.     

北京市种业企业并购整合风险识别研究

由于种子产业链长、周期短、技术水平要求高,在并购整合过程中缺乏管理经验,使得在实际并购整合过程中存在着大量的并购整合风险。将并购整合过程分为并购前期、并购期和整合期3个阶段,运用ISM模型(解释结构模型)分阶段研究影响种业企业进行并购的各风险因素间的关系及其层次结构,为北京在种业企业并购战略决策实施中有效控制并购整合风险提供参考,从而降低种业企业并购整合风险,促进北京种业发展。     

Ex-post Analysis of Mobile Telecom Mergers: The Case of Austria and The Netherlands

Recently there has been an increased attention towards the ex-post evaluation of competition policy enforcement decisions and in particular merger decisions. In this paper we study the effects of two mobile telecommunication mergers on prices. We apply a standard difference-in-differences approach which is widely used in the literature on ex-post evaluation of mergers. For the Austrian T-Mobile/tele.ring merger, we conclude that after the acquisition (for which remedies were imposed) prices in Austria did not increase relative to the considered control countries. For the Dutch T-Mobile/Orange merger, we observe an increase in the mobile tariff prices in the Netherlands in the analysed period, relative to the control countries. We cannot firmly establish whether this price increase was exclusively caused by the T-Mobile/Orange merger or in part by possible price effects brought about by the KPN/Telfort merger consummated two years earlier in the Netherlands. However, we believe that such price increase could be linked to the structural changes brought by both KPN/Telfort and T-Mobile/Orange mergers together.     

跨文化组织融合式管理的内涵与机理研究

文章在对跨国并购中企业文化的整合模式评价的基础上提出了融合式管理的概念。融合式管理是在共同的战略目标指导下,本着尊重、学习、开放、合作的原则,并购双方取长补短、互相合作,最后形成较统一的企业文化的过程。并购双方企业独立经营管理,并购方学习被并购方的优秀企业文化,被并购企业学习了解并购方的企业文化,并购双方企业管理以利于企业发展为准则,实行动态管理是融合式管理的内在机理。最后,文章提出了我国企业跨国并购过程中文化融合式管理的策略建议。     

中国企业跨国并购过程中人力资源的整合研究

在世界经济全球化背景下,中国企业跨国并购也呈逐年增长趋势。但是,很多跨国并购的企业最后都以失败告终,究其深层次的原因都与并购过程中人力资源整合不成功有关。文章从企业跨国并购人力资源整合的内涵出发,分析企业在进行跨国并购过程中存在的各种问题,并提出通过对不同国家的企业文化进行融合、核心员工的保留以及重构员工心理契约等有利于企业跨国并购中人力资源整合的对策。     

Did mergers help Japanese mega-banks avoid failure? Analysis of the distance to default of banks

This paper applied the distance to default (DD) measure to five mergers among large Japanese banks during the crisis period. The DD helps us analyze whether mergers that took place in the late 1990s and 2000s made the merged banks financially more robust, as intended. Our findings include: (1) A merged bank fundamentally inherits financial soundness of premerged banks, without incremental value from the merger; and (2) A negative DD was observed following the merger. The findings of this case study are consistent with the view that large Japanese banks’ mergers either failed to implement intended scale economies or were motivated by a belief in the too-big-to-fail policy.     

Art of the Deal: The Merger Settlement Process at the Federal Trade Commission

This paper models the modern merger review process in which an enforcement agency, here the Federal Trade Commission (FTC), interacts with the acquiring firm to determine the outcome of antitrust regulation. Our empirical implementation of a game theoretic analysis tests whether decisions are driven by the costs and benefits of the proposed enforcement initiative as well as whether firms' responses are colored by competitive and institutional considerations. With respect to firms, the results suggest that mergers are driven by the opportunity to capture efficiencies, In contrast, the structural (anticompetitive) characteristics of mergers do not seem to impact firms' litigation decisions. Firms, however, are deterred from fighting the FTC by the potential negative impact on their reputations. In addition, “hostage effects” associated with the size of the noncontroversial portion of acquisitions held up by the FTC's competitive concerns also affect firm decisions.     

Strategic corporate development in the context of mergers and acquisitions (case study of Kursk oblast)

This article illustrates corporate development, mergers, and acquisitions in the market economy in a case study of Kursk oblast. Mergers and acquisitions remains a top issue on the agenda during the global financial crisis, as they are one of the main ways of corporate strategic development and the fastest way to obtain additional industrial and financial funds. Several development strategies are described in the context of mergers and acquisitions. They include horizontal, vertical (generic), conglomerate, strategic, investment and cross-border strategies associated with logistical improvements.     

Exchange rate volatility and first-time entry by multinational firms

The model and related empirical examination in this paper demonstrate one reason why previous studies document both positive and negative correlations between exchange rate volatility and observed levels of foreign direct investment. Using a simple model of cross-border mergers and acquisitions, it argues that the source of the volatility is important in resolving the puzzle. An empirical analysis of mergers and acquisitions by individual firms reveal that first-time foreign direct investment is discouraged by monetary volatility originating from the source-country, but can be encouraged by monetary volatility originating in the host country, especially when compared to domestic investment or expansion by existing multinationals. The regressions also reveal a large and positive “euro effect” on the number of first-time cross-border mergers within the European Monetary Union, even when controlling for domestic merger activity.     

Value creating mergers: British bank consolidation, 1885–1925

The British banking sector had many small banks in the mid-nineteenth century. From around 1885 until the end of World War One there was a process of increasingly larger mergers between banks. By the end of the merger wave the English and Welsh market was highly concentrated, with only five major banks. News of a merger brought a persistent rise in the share prices of both the acquiring and the target bank (roughly 1% and 7%, respectively). Non-merging banks, especially those whose local market concentration rose because of the merger, saw their stock prices rise. Our findings suggest that the process of bank consolidation increased collusive behavior among merged banks, to the likely detriment of the consumer.     

我国企业跨国并购失败的原因分析

跨国并购是国内企业并购的延伸,是国际直接投资的一种方式。近年来,中国企业的跨国并购热潮愈演愈烈。但是,并购效果却不尽如人意。本文从并购战略的部署、企业的财务结构以及并购后的资源整合情况分析了我国企业跨国并购失败的原因。     

中国企业海外并购筹备阶段财务风险分析——以中国平安收购富通集团为例

欧美国家经济持续低迷,中国企业在海外并购方面获得难得的机遇。并购过程中必然要面临诸多不确定因素,财务风险因其特殊性不容忽视。企业并购一般可以分为筹备、执行和整合等三个阶段,每个阶段都存在一定的财务风险。筹备阶段对财务风险规避的成效如何,往往直接影响并购的成败。基于中国平安收购欧洲富通集团失败案例的分析,中国企业在海外并购的筹备阶段面临的目标企业价值评估等多种财务风险,企业应采取有针对性的应对策略。     

我国汽车企业国际并购中的风险关注

我国汽车企业在国际竞争中实施了国际并购战略,以实现技术资源、人才资源和市场资源的有效整合和快速利用。在国际并购中,我国汽车企业面临着法律制度、企业伦理、管理文化、市场区域等多方面的并购风险。为此,对汽车企业国际并购中的并购动因和种类、并购风险的成因和种类进行了分析,提出了我国汽车企业的国际并购中针对风险应对的建议和措施。     

Targets' Tax Shelter Participation and Takeover Premiums

This paper examines the effect of targets' participation in tax shelters on takeover premiums in mergers and acquisitions. Using a novel data set in which targets disclose that they have not participated in tax shelters, we find that targets that make this statement in their merger filings are associated with 4.6 percent higher takeover premiums, on average. These findings suggest that acquirers are concerned about the potential future liabilities when targets have engaged in tax sheltering. Consistent with this interpretation, the results also indicate that the positive association between targets' nonsheltering disclosure and acquisition premiums is stronger for less tax‐aggressive acquirers. This paper demonstrates the importance of targets' aggressive tax positions in the determination of premiums offered to targets' shareholders.     

Did the 1998 Merger of Price Waterhouse and Coopers & Lybrand Increase Audit Quality?

We examine the effects of the 1998 merger of Price Waterhouse (PW) and Coopers & Lybrand (CL) on the audit quality of the merged firm PricewaterhouseCoopers (PwC) at both the firm and office levels, where audit quality is surrogated by the auditor's propensity to issue a going‐concern opinion, clients’ likelihood of meeting or beating analysts’ earnings forecasts, and clients’ accrual quality. At the firm level, we find that the merger increased audit quality for PwC relative to the audit quality of the other Big N firms. At the office level, our findings, albeit mixed, collectively suggest that the improvement in firm‐level audit quality was likely driven by the improvement in audit quality at PwC's overlapping offices, that is, offices in cities where both PW and CL had separate offices prior to the merger. Further, our findings suggest that although the PW/CL merger increased auditor concentration in local audit markets with PwC overlapping offices, the merger improved (rather than hurt) audit quality in those markets. Overall, our study contributes to the extant sparse literature on the effect of Big N mergers on audit quality, and is of potential interest to regulators.