Partial Utilitarianism as a suggested ethical framework for evaluating corporate mergers and acquisitions

Prior literature on ethical concerns in mergers and acquisitions (M&As) has often concluded that many stakeholders, such as workers and communities, have unjustly suffered as a result of takeovers and associated defences and that their rights as stakeholders have been violated. However, very few papers provide any guidance on how to evaluate a merger or acquisition from an ethical standpoint. This study looks at how ethical frameworks could be used to assess the ethical impact of a merger or acquisition and gives practical guidance. It is proposed that decision makers should consider the impact on four stakeholder groups: shareholders, employees, customers and directors. We call the proposed method for doing this Partial Utilitarian analysis. We suggest two possible ways of applying the Partial Utilitarian analysis. One approach could rely on the evidence from a sample of recent deals. For this, empirical analysis is conducted on a sample of large M&As in the United Kingdom in the period 1993–2003. Alternatively, a better approach, requiring considerable management time, requires forecasting of the economic impact on the four groups of stakeholders. The paper shows how to do this.     

Merger proposals,managerial discretion,and magnitude of shareholders' wealth gains

Recently, the market for corporate control has attracted much attention. Scholars have attempted to ascertain whether managerial resistance is in the interests of shareholders. This study compares the average actual changes in wealth of accepted merger proposals with those of rejected merger proposals. It also compares the realized changes in shareholder wealth of the rejected proposals with the realizable shareholder wealth changes. In either case, managerial resistance leads to smaller gains in wealth. Based on these results, we cannot reject the view that managerial resistance is detrimental to the interests of shareholders.     

Managerial labor-market discipline and the characteristics of merger and acquisition transactions

This study evaluates how state regulation of noncompetition agreements affects merger and acquisition activity. Noncompetition agreements put restrictions on postemployment activities, thereby reducing management mobility and forcing top managers to bear the long-term consequences of their corporate decisions. In this sense, state regulation of noncompetition agreements functions as a mechanism to align management's interests with those of the shareholders when management makes major corporate decisions. To examine this hypothesis empirically, this study tests whether the legal enforcement of noncompetition agreements across states affects the choice of payment methods, the premium paid for targets, and the acquirers' abnormal returns on their merger or acquisition activity. The results suggest that stricter enforcement of noncompetition agreements significantly reduces the likelihood of using stock in takeovers and the premiums paid for targets. In addition, the study documents that stronger enforcement of noncompetition agreements is related with more favorable market reactions for large acquirers.     

International effects of German unification

The merger of the two German states brings together countries with divergent economic systems, different trade orientations and a rift in terms of wealth. Transforming the East German system into a social market economy raises enormous internal and external adjustment problems in a period in which West Germany already faces the challenges of the EC 1992 project and European Monetary Union. German unification reinforces concentration tendencies and protectionist tendencies that will contribute to imperfect competition processes in Europe and the global economy.     

Restructuring of the Danish pork industry: The role of mergers and takeovers, 1960–2010

This article examines the origins and effects of the evolution of the Danish pork industry characterised by three main merger waves resulting in 43 realised mergers and takeovers. The findings illuminate – in contrast to the traditional strategically motivated rationale – that the majority of the mergers were realised by cooperatives due to the inability to give the pig farmers competitive yearly refunds vis-à-vis local competitors, to financial difficulties or to the lack of investment capability of one of the merging parties. Despite a high-risky strategy, mergers and takeovers became the preferred consolidation mean due to capital constrains and the ‘close’ ownership structure of the cooperatives. Moreover, the study demonstrates that the outcomes of the M&A activities were generally positive.     

Two ethical issues in mergers and acquisitions

With the recent rash of mergers and friendly and unfriendly takeovers, two important issues have not received sufficient attention as questionable ethical practices. One has to do with the rights of employees affected in mergers and acquisitions and the second concerns the responsibilities of shareholders during these activities. Although employees are drastically affected by a merger or an acquisition because in almost every case a number of jobs are shifted or even eliminated, employees at all levels are usually the last to find out about a merger transaction and have no part in the takeover decision. Second, if shareholders are the fiduciary beneficiaries of mergers and acquisitions, then it would appear that they have some responsibilities or obligations attached to these benefits, but little is said about such responsibilities. In this essay I shall analyze these two ethical issues, and at the end of the paper I shall suggest how they are related. Patricia H. Werhane is Professor of Philosophy at Loyola University of Chicago. She is one of the founding members of the Society for Business Ethics. Her publications include Philosophical Issues in Art, Ethical Issues in Business, coedited with Tom Donaldson, Persons, Rights and Corporations, Philosophical Issues in Human Rights, edited with D. Ozar and A. R. Gini.     

A Suggested Ethical Framework for Evaluating Corporate Mergers and Acquisitions

The 1980s witnessed a dramatic increase in hostile takeovers in the United States. Proponents argue that well- planned mergers enhance the value of the firm and the value of the firm to society. Critics typically argue that undesired takeovers ultimately harm society due to external costs not borne by the acquiring firm. To be socially responsible, the manager must consider the effects of the merger/acquisition on all stakeholders. Different traditional ethical frameworks for decision making are proposed and reviewed. A model is proposed.     

Stock Option Repricing: Heads I Win, Tails You Lose

Recent scandals at Enron, WorldCom and Global Crossing have put the ethical spotlight on corporate malfeasance as never before. However, these are the situations in which management knew that they made the wrong choice. As professor Joseph Badaracco of Harvard Business School points out, the real ethical dilemmas arise when people must choose between right and right — where both choices can be justified, yet one must be chosen over the other. Whether or not to reprice stock options represents one such ethical dilemma. Repricing can help exodus of talented employees and motivate them to improve firm performance. However, it alienates shareholders and other workers of the company who are left unprotected from the adverse economic consequences of a stock price decline.In this paper we examine the ethics and the economics of stock option repricing. We find that repricing runs counter to two key tenets of business ethics — distributive justice and ordinary decency. To examine the economics of repricing, we draw upon agency theory to identify situations where repricing has the potential to benefit shareholders. However, a survey of empirical research reveals that these benefits do not translate into reality. Repricing does not improve employee retention or firm performance. In addition, managers benefit by opportunistically timing the repricing. Due to weaknesses in corporate governance such as lack of independence and conflicts of interest, the current repricing practice seems to be at odds with the objective of shareholder wealth maximization, and at a more fundamental level, a violation of board's fiduciary duty to shareholders. We offer suggestions that mitigate the ethically undesirable effects of repricing in the wider context of prevailing corporate governance and regulatory environment. We believe that these suggestions, if properly implemented, can transform repricing from a greed-inspired evil to a valuable compensation tool to retain employees, boost their morale, and enhance stockholder wealth.     

Analysis of a merger from a governance perspective: the case of Abitibi‐Consolidated and Donohue

Adopting a governance perspective, this study analyzes the merger between closely‐held Donohue Inc. and widely‐held Abitibi‐Consolidated Inc. Findings suggest that the absence of a controlling shareholder and weak board governance at Abitibi might explain both (a) its executives' interests in the transaction and (b) its CEO's compensation increase despite underperformance. Second, an intergeneration shift of control at Quebecor (Donohue's parent company) led to a strategic reorientation that (a) transformed Donohue into a target and (b) insured that Donohue's executives had incentives to pursue a deal. Finally, Donohue's noncontrolling shareholders benefited from the transaction while Abitibi shareholders experienced wealth reduction. The merger's aftermath provides some counter evidence regarding blockholders' power in widely‐held firms. Copyright © 2008 ASAC. Published by John Wiley & Sons, Ltd.     

Emerging market sovereign bond spreads and shifts in global market sentiment

The paper studies how the relationship between emerging market sovereign bond spreads, economic fundamentals and global financial market conditions differs across three regimes of global market sentiment. Following the identification of periods characterized by low, medium and high volatility in financial markets, we analyze the behavior of spreads from three different angles. First, we demonstrate that the cross-country correlation of spreads increases in high-volatility regimes, implying that countries cannot fully decouple from developments in other emerging markets during periods of distress. Second, using the interactions of several domestic and global variables with the probabilities of each regime prevailing in a given period as the explanatory variables of spreads, the fixed effects panel estimation shows that while country-specific fundamentals are important determinants of spreads in each regime, the importance of global financial conditions increases in high-volatility periods. Third, we show that countries can benefit from stronger fundamentals in the form of lower exposure of their sovereign spreads to unfavorable regime shifts in global market sentiment.     

股权分置改革财富再分配效应

股权分置改革是流通股东与非流通股东利益重新分配的过程.本文具体讨论股权分置改革的财富创造效应,以及财富在不同主体间的再分配效应.46家试点上市公司的实证结果表明:从总体上看,股权分置改革过程能够创造财富,非流通股东的收益明显高于流通股东的收益,且流通股的超常收益与第一大股东的持股比例负相关,说明在股权分置改革过程中非流通股东,尤其是绝对优势的大股东处于有利地位.     

The motives and performance of cross-border acquirers from emerging economies: Comparison between Chinese and Indian firms

During the recent decade, the world has witnessed the rapid growth of MNEs from emerging economies. Their increasing participation in cross-border mergers and acquisitions has raised great attention in the extant literature. This study evaluates the value creation from these cross-border transactions from two representative emerging countries, namely China and India, and determines factors that result in the different performance of these international acquisition activities. Cross-border acquisitions conducted by these countries’ companies indeed lead to significant shareholder wealth creation. Furthermore, Indian shareholders are more likely to benefit from deals in small cultural distance countries, while Chinese investors gain from the cross-border expansion of manufacturing companies. Location also affects the performance of cross-border acquisitions, with acquisitions into developed countries generating higher returns to shareholders. Our sample consists of 203 Indian and 63 Chinese cross-border deals over the period 2000–2010 and our results hold after controlling for various deal-level and firm-level characteristics.     

控制权转移的市场反应——基于私有收益视角

控制权转移可以引起公司股票价格以及股东财富的变化,国内外学者对此进行了大量研究,但鲜有结合控制权私有收益的分析。本文从私有收益视角出发,从事件期的累积超常收益、超常换手率、内幕交易指标、长期购买持有收益以及国有和民营买家超常收益的比较等方面进行了实证研究,结果表明:上市公司的控制权转移在很大程度上是新控股股东通过内幕交易获取私有收益的行为,并未真正为股东创造价值。     

企业控制机制:控制权争夺的边界和效应

公司兼并和收购市场中企业控制权机机制、控制权争夺的价值、控制权争夺的福利效应、大股东在公司控制权争夺中对公司政策产生影响。外部性排除了负有义务的股东完全取得接管收益的可能性,无论控制权争夺的结果如何,股东财富在控制权争夺其间是增加的。从股东的福利效应方面来说,控制权争夺的失败也就是股东财富的损失。大股东提高了预期利润,并且他们所占股份越多,则提高越大。董事会的失误导致了敌意接管的出现,可由公司控制的外部市场对董事会的疏忽作用进行弥补。     

The entrepreneur’s mode of entry: the effect of social and financial capital

This article uses a French database of firms set up in 1998 to investigate the determinants of takeovers versus startups as a mode of entry. It focuses on two determinants that previous research has not fully analyzed: social capital and financial capital. Our findings suggest social capital affects the mode of entry. They show that entrepreneurs with social capital are more likely to create new firms from scratch than to take over existing firms. We confirm the effect of financial capital on the mode of entry. Bank loans are more often associated with takeovers than with startups and low initial wealth is more often associated with startups than with takeovers. These results show that finance affects the mode of entry.     

Merger drivers and the change of bidder shareholders' wealth

A growing number of merger studies concern the causality of firm performance and merger activity in the last decade, but with mixed results. Assuming semi-strong efficiency, this article argues that firms with good stock performance are more likely to acquire other firms. With 412 US-listed bidders, results from the event study method clearly support our hypothesis by showing a strong upward movement of cumulative abnormal returns across groups in the pre-merger period. Results also suggest that bidders of different characteristics have different preference for payment methods and thus the market reactions to them are different, despite the noise that frequently accompanies merger activity. These empirical outcomes are important to both investors and financial services companies including investment banks when knowledge about the market reactions to their clients in mergers is required.     

Firms' acquisition decisions and Tobin's q ratio

We develop the hypothesis that Tobin's q ratio signals favorable opportunities for a firm to make acquisitions and then undertake an empirical test of this hypothesis within the context of a more general “multicausal” model. The results of this test support our hypothesis. The empirical study is also notable in that our data consists of a representative sample of large manufacturing firms (selection to the sample is not conditional upon merger activity) and the time period covered (1971–1978) postdates the conglomerate merger boom era of the 1960s.     

What Do We Know about Success and Failure of Mergers?

Collecting the most important results of about 80 empirical merger studies, this study condenses the bewildering spectrum of results to 18 stylized facts. Most important, no more than a quarter of the mergers increase consumer welfare; another quarter increase profits at the cost of consumers; half of the mergers reduce the value of the firm. Targets' shareholders win, while bidders' shareholders break even upon the announcement of a merger, but lose significantly in the long run. Seen relatively, horizontal mergers fare best, especially if they are focus-increasing. Cash-financed mergers fare better than stock-financed and strategic mergers fare better than financial ones. Confronting the stylized facts with existing merger theory reveals some major paradoxes; confronting them with existing competition policy reveals the need for a modification and intensification, as mergers increase concentration, and corporate policy strives towards still higher concentration. As a summary ten lessons are extracted on what we may have learnt, and on what is still open.     

Determinants of bribery in international business

Levels of perceived bribe taking in 54 countries in two time periods were analyzed with respect to two independent variables—their level of human development measuring education, wealth, and health (Human Development Index) and the level of economic freedom measuring the extent to which a nation's economy is open to market forces. The results indicate that lower levels of bribe taking are associated with high human development and greater economic freedom. Developed countries that have shown improvements on the two variables over a five‐year period also show a reduction in their perceived levels of bribe taking. © 2004 Wiley Periodicals, Inc.