Capturing the real value in high-tech acquisitions

Eager to stay ahead of fast-changing markets, more and more high-tech companies are going outside for competitive advantage. Last year in the United States alone, there were 5,000 high-tech acquisitions, but many of them yielded disappointing results. The reason, the authors contend, is that most managers have a shortsighted view of strategic acquisitions--they focus on the specific products or market share. That focus might make sense in some industries, where those assets can confer substantial advantages, but in high tech, full-fledged technological capabilities--tied to skilled people--are the key to long-term success. Instead of simply following the "buzz," successful acquires systematically assess their own capability needs. They create product road maps to identify holes in their product line. While the business group determines if it can do the work in-house, the business development office scouts for opportunities to buy it. Once business development locates a candidate, it conducts an expanded due diligence, which goes beyond strategic, financial, and legal checks. Successful acquires are focused on long-term capabilities, so they make sure that the target's products reflect a real expertise. They also look to see if key people would be comfortable in the new environment and if they have incentives to stay on board. The final stage of a successful acquisition focuses on retaining the new people--making sure their transition goes smoothly and their energies stay focused. Acquisitions can cause great uncertainty, and skilled people can always go elsewhere. In short, the authors argue, high-tech acquisitions need a new orientation around people, not products.     

创业者怎样面对创业板

对于创业者们来说,重要的是做好自己的公司,让它发展、长大,让公司的股票升值,让自己、股东、员工、社会都从中受益,这才是真正的创业者风险投资要寻求退出是天经地义的,他们是拿钱做生意,不是做慈善。投资过的企业尽快上市,是VC最大的目标。这样VC手里持有的股份,就可以在证券市场公开交易了,股份就实现了所谓的"流动性",变现就变得容易多了。如果公司上不了市,VC要套现手里的股份,还是有很大难度的。     

出口企业如何应对人民币升值

自2005年7月21日起,我国开始实行以市场供求为基础、参考一篮子货币进行调节、有管理的浮动汇率制度,美元对人民币交易价格调整为1美元兑8.11元人民币.截至8月31日,1美元兑7.56元人民币,人民币升值达6.78%.人民币升值意味着人民币与美元相比更值钱了,反过来讲美元相对于人民币在贬值.     

"走出去"企业如何应对国家风险

企业"走出去"须对国家风险有清醒认识 尽管我们的企业在"走出去"后取得了一些成绩,但并不代表没有问题.商务部魏建国副部长在首届国家风险管理论坛报告会演讲时明确指出:我国企业"走出去",还存在一些比较突出的矛盾和问题,还面临着许多外部的风险.当前国际形势总体上是和平稳定,但恐怖主义、局部动荡、宗教和民族的冲突,各类突发事件不断发生.近年来,随着我国综合国力的提高,各种中国威胁论的论调不绝于耳,对中国存在着防范、猜忌等复杂的心理,对我国企业"走出去"形成了阻力.因此推动企业"走出去",在当前要处理好3个方面关系.     

Earnouts: The real value of disagreement in mergers and acquisitions

Earnout agreements link part of the payment for an acquired company to its future performance. Despite their option-like features, they cannot be valued using vanilla option-pricing methods. Two peculiar sources of risk affect these contracts: Bidder default before the earnout expiration (default risk) and potential litigation associated with earnouts (litigation risk). We developed an option-pricing model that encompasses these sources of risk, showing that counterparty and litigation risk can have a remarkable impact on earnout values. Our model's relevance is further enhanced by recent accounting standards that require contingent payments to be valued at fair value.     

Hostility and deal completion likelihood in international acquisitions: The moderating effect of information leakage

Examining a comprehensive sample of international acquisitions over the 1997–2013 period, we document that deal hostility negatively impacts the likelihood of deal completion, reinforcing previous research on domestic merger and acquisition activity in the United States. The negative relationship, however, is stronger in the presence of substantial information leakage about the deal. Substantial information leakage about the impending deal imposes an additional tangible obstacle that impedes the negotiations in hostile deals. Our results highlight information leakage prevention as being crucial in ensuring merger negotiation success.     

How to deal with real estate booms: Lessons from country experiences

The financial crisis showed, once again, that neglecting real estate booms can have disastrous consequences. In this paper, we spell out the circumstances under which a more active policy agenda on this front would be justified. Then, we offer insights on the pros and cons as well as implementation challenges of various policy tools that can be used to contain the damage to the financial system and the economy from real estate boom–bust episodes. These insights derive from econometric analysis, when possible, and case studies of country experiences. Broadly, booms financed through credit and involving leverage are more likely to warrant a policy response. In that context, macroprudential measures can be targeted more precisely to specific sources of risk, but they may prove ineffective because of circumvention. In that case, monetary policy may have to be used to lean against the wind.     

The value of control: Evidence from full and partial acquisitions in the real estate industry

We investigate the differential wealth effects of (1) full and partial control acquisitions, (2) nonreal estate, real estate and REIT participants, and (3) single- and multiple-bidder events. We find that target firms earn positive excess returns at the announcement of partial and full acquisitions, but acquisitions that result in control earn larger excess returns than noncontrol acquisitions. An examination of industry differences shows that real estate firms or REITs do not earn higher returns relative to nonreal estate firms. Our analysis of market structure finds that bidders that are not involved in an acquisition program earn greater announcement period returns than prior acquirers. For target firms, we find that those with a single offer earn higher returns than those with subsequent offers. A cross-sectional regression analysis shows that while market structure is important in explaining returns, the main determining factor for target firms is the degree of control sought.     

The moon–mars initiative: Making the vision real

During the Apollo period, NASA functioned as a destination driven agency, with its efforts focused on reaching the Moon. Since 1973, however, NASA has had no overriding goal, instead functioning as a constituency-driven bureaucracy doling out dollars for an assortment of random programs that do not fit together and do not lead anywhere. As a result, despite NASA budgets over the past two decades fully comparable to the average prevalent during the Apollo period, the space agency's level of accomplishment has been orders of magnitude less. This article discusses the difference between NASA's Apollo era and Shuttle era modes of operation, making clear why NASA needs a goal and why that goal must be humans to Mars.     

Optimal leverage strategy: Capital structure in real estate investments

This article examines the optimal leverage strategy for real estate investors who are investing in income-producing properties. Within a discounted cash-flow context, the investment objective for the equity investor is to maximize the contribution to net present value of using mortgage financing. Utilizing more debt decreases the required equity investment and increases the size of the tax shelter. On the other hand, as the loan-to-value ratio increases, the interest rate charged by the lender increases, which indicates a higher cost of debt. This article goes beyond the simple conventional wisdom that debt financing should be used when financial leverage is positive by developing an equation that allows one to determine the optimal level of debt financing to use when positive leverage is possible. The optimal loan-to-value ratio is found to be a function of the investor's characteristics. Several hypotheses about the relationships between such an optimal loan-to-value ratio and the investor's characteristics are derived.     

More than imagination: Making social and critical accounting real

We offer a critical consideration of the roles of cognitive dissonance, imagination, and critical thinking in accounting education, suggesting that all three are important elements of critical and emancipatory accounting education, but that they must be set within a context that is rooted in the “real lives” of students and teachers alike, seeking to both understand the world and to challenge it.     

Making imaginary worlds real: The case of expensing employee stock options

West [West, B. (2003). Professionalism and accounting rules. London: Routledge] and Chambers [Chambers, R. J. (1966). Accounting evaluation and economic behavior. Houston: Scholars Book Company] have provocatively argued that financial reporting has reached a state of near-total incoherence. In this paper, we argue that a source of this incoherence is the transformation of the US accounting academy into a sub-discipline of financial economics, a transformation in which accounting became a servant of the imaginary world of neoclassical economics. After noting the unusually prominent role of rules within the accounting profession, we describe the displacement of accounting’s centuries-old root metaphor of accountability by the metaphor of information usefulness, and situate that displacement within neoliberalism, a broader political movement that arose after World War II. Finally, we use SFAS 123R, the recently issued stock option standard, as a case study of the incoherence that West and Chambers assert. Through various issues – such as reflexivity, theory paradox, and unexplained questions of responsibility – we demonstrate the logical inconsistencies involved in SFAS 123F. The incoherence of stock option reporting rules raises serious questions about the information metaphor as a foundation for either individual rules or the standard setting process. The Financial Accounting Standards Board’s (FASB) attempts to make the imaginary world of neoclassical economics real have resulted in rules which are not defensible.     

Are TIPS the “real” deal?: A conditional assessment of their role in a nominal portfolio

This paper documents predictable time-variation in the real return beta of US Treasury Inflation Protected Securities (TIPS) and in the Sharpe ratios of both indexed and conventional bonds. The conditional mean and volatility of both bonds and their conditional correlation first are estimated from predetermined variables. These estimates then are used to compute conditional real return betas and Sharpe ratios. The time-variation in real return betas and the correlation between TIPS and nominal bonds coincides with major developments in the fixed-income market. One implication of this predictability is that portfolio managers can assess more efficiently the risk of investing in TIPS versus conventional bonds. Conditional Sharpe ratios indicate that over the sample period, TIPS had superior volatility-adjusted returns relative to nominal bonds. This finding is striking in view of the absence of a major inflation scare during the sample period from February 1997 through August 2001, but is loosely consistent with the possibility that TIPS elevated rather than reduced Treasury borrowing costs. On the other hand, mean–variance spanning tests indicate that TIPS did not enhance the mean–variance efficiency of diversified portfolios.     

Capital markets research and real world complexity: The emerging challenge of chaos theory

The theories of chaos and complexity are presented as a wide-ranging new vision of the relationship between order and disorder, a new vision that is challenging many of the fundamental presuppositions of the older Newtonian world view of science. The implications of the new vision are explored in terms of their challenges to the methodological views widely espoused by capital market researchers in accounting, most notably with respect to the assumptions of linearity and predictability. Mandelbrot's early studies of economics and financial time series data, which provided many of the insights for his conception of fractals, are reviewed in terms of their challenges to the conceptual framework of the traditonal capital markets research paradigm and its extension to financial reporting issues. Contemporary studies which are reviving Mandelbrot's challenges are also reviewed, with the conclusion that they are weakening the intellectual hold of the tradtional capital markets paradigm and making it more susceptible to overthrow by a competing paradigm. Finally, an emerging new research program associated with the Santa Fe Institute (SFI) is reviewed. SFI researchers are studying financial markets as complex adaptive systems. Their preliminary findings are incompatible with the widely presumed theoretical linkage between financial reporting systems and economic efficiency, and they tend to undermine the traditonal rationale relating earnings to stock prices.     

Physician practice acquisitions: preparing for the transaction

Hospitals embarking on acquisitions of physician practices should lay the groundwork for these transactions by: Building a framework for consistency. Preparing for possible exceptions to the framework. Broadly assessing the practice before advancing to the thorough valuation of the practice. Being alert for red flags and potential deal breakers and ready to address them.     

The New Basel Capital Accord: Making it Effective with Stronger Market Discipline

In January 2001 the Basel Committee on Banking Supervision proposed a new capital adequacy framework to respond to deficiencies in the 1988 Capital Accord on credit risk. The main elements or 'pillars' of the proposal are capital requirements based on the internal risk-ratings of individual banks, expanded and active supervision, and information disclosure requirements to enhance market discipline. We discuss the incentive effects of the proposed regulation. In particular, we argue that it provides incentives for banks to develop new ways to evade the intended consequences of the proposed regulation. Supervision alone cannot prevent banks from 'gaming and manipulation' of risk-weights based on internal ratings. Furthermore, the proposed third pillar to enhance market discipline of banks' risk-taking is too weak to achieve its objective. Market discipline can be strengthened by a requirement that banks issue subordinated debt. We propose a first phase for introducing a requirement for large banks to issue subordinated debt as part of the capital requirement.     

Project Appraisal and Capital Investment Decision Making in the Scottish Water Industry

Restructuring the Scottish water industry has changed the way in which both project appraisal and capital investment decisions are performed. This article examines the project appraisal and subsequent capital investment decision in the case of a reed bed sewage treatment scheme which is compared with a more traditional scheme. Although the capital profiles of the schemes are similar there are major differences in the revenue costs. In addition, there are potential public benefits to the reed bed scheme. A comparison is made of management mechanisms in the pre-1996 water industry with that of restructured water authorities. In the pre-1996 water industry, local authorities had a broad remit which encouraged them to value these factors, in effect an implicit social account. The creation of water authorities with narrow remits and specific performance measures, constructed a framework that does not support the integration of social accounts into the decision making process. The paper demonstrates that investment appraisal is a product of the institutional framework in which the decisions are made. As that framework changes, mechanisms and measures of accountability shift in parallel.     

Capital and credit market integration and real economic contagion during the global financial crisis

This study investigates the role of financial integration in the spread of global financial crisis. In particular, this study shows how the effect of the crisis on real business cycle co-movement varied for capital and credit market integration, using a sample of 58 countries in 2001–2013. During the global financial crisis, the United States – the epicenter of the crisis – experienced a severe downturn in the real economy, and other countries followed suit. We find that during the global financial crisis, the business cycle co-movements between the United States and the rest of the world were stronger when the level of capital market integration between them was higher. However, the co-movements were weaker when the level of credit market integration was higher. These findings are robust even when including investment channels, local fundamental factors, endogenous policy responses across countries, and alternative measures for financial integration and business cycle co-movements.     

金融堵塞与资金逆配置:我国利率市场化的障碍

麦金农和肖提出的利率自由化对经济促进的传导机制存在着三个隐含的前提，即储蓄对实际存款利率富有弹性、储蓄能够畅通地转化为投资以及利率市场化能够改善投资质量，这三个前提存在与否直接关系到利率市场化改革的成效。本文根据我国实际情况，从居民、银行、企业三个角度对上述三个前提进行了检验，得出金融堵塞和资金逆配置现象是阻碍我国利率市场化传导机制的制约因素。并在麦金农金融深化与经济增长模型的基础上，对我国在金融堵塞与资金逆配置条件下利率市场化的效果进行了模拟分析。     

Learning from repetitive acquisitions: Evidence from the time between deals

Knowledge gleaned from previous acquisitions may confer valuation expertise and other benefits. But numerous acquisitions also entail costs, due to problems of incorporating diverse units into an ever larger firm. Such benefits and costs are not directly observable from outside the firm. This article proposes a simple model to infer their relative importance, using the time between successive deals. The data requirements are minimal and allow the use of all mergers and acquisitions during 1992–2009 (more than 300,000 deals). The results provide evidence of learning gains through repetitive acquisitions, especially under CEO continuity and when successive deals are more similar.