The Performance of the European Market for Corporate Control: Evidence from the Fifth Takeover Wave

This paper presents an in‐depth analysis of the performance of large, medium‐sized, and small corporate takeovers involving Continental European and UK firms during the fifth takeover wave. We find that takeovers are expected to create takeover synergies as their announcements trigger statistically significant abnormal returns of 9.13% for the target and of 0.53% for bidding firms. The characteristics of the target and bidding firms and of the bid itself are able to explain a significant part of these returns: (i) deal hostility increases the target's but decreases bidder's returns; (ii) the private status of the target is associated with higher bidder's returns; and (iii) an equity payment leads to a decrease in both bidder's and target's returns. The takeover wealth effect is however not limited to the bid announcement day but is also visible prior and subsequent to the bid. The analysis of pre‐announcement returns reveals that hostile takeovers are largely anticipated and associated with a significant increase in the bidder's and target's share prices. Bidders that accumulate a toehold stake in the target experience higher post‐announcement returns. A comparison of the UK and Continental European M&A markets reveals that: (i) the takeover returns of UK targets substantially exceed those of Continental European firms. (ii) The presence of a large shareholder in the bidding firm has a significantly positive effect on takeover returns in the UK and a negative one in Continental Europe. (iii) Weak investor protection and low disclosure in Continental Europe allow bidding firms to adopt takeover strategies enabling them to act opportunistically towards the target's incumbent shareholders.     

Corporate Disclosure as a Tacit Coordination Mechanism: Evidence from Cartel Enforcement Regulations

We empirically study how collusion in product markets affects firms' financial disclosure strategies. We find that after a rise in cartel enforcement, U.S. firms start sharing more detailed information in their financial disclosure about their customers, contracts, and products. This new information potentially benefits peers by helping to tacitly coordinate actions in product markets. Indeed, changes in disclosure are associated with higher future profitability. Our results highlight the potential conflict between securities and antitrust regulations.     

环境执法监督对企业绿色创新的影响

以环保约谈制度实施为契机,基于合法性理论和遵从理论,考察环境执法监督对企业绿色创新的影响及其机制。研究发现：环境执法监督会有效地促进企业绿色创新,即环保约谈显著地提高了被约谈地区企业的绿色创新水平。拓展性检验与分析后发现,环境执法监督对企业绿色创新的促进作用主要表现在低融资约束企业和低代理成本企业中。影响机制探索后发现,环境执法监督通过提高企业环境成本、环境处罚力度和企业环保投资,进而促进企业绿色创新。     

The Gains from Takeover Deregulation: Evidence from the End of Interstate Banking Restrictions

This paper uses interstate banking deregulation to explore the benefits of takeover deregulation and how these benefits are distributed across different firms. We find large and significant abnormal returns around the Interstate Banking and Branching Efficiency Act of 1994 which imply it created $85 billion of value in the banking industry. Consistent with an active market for corporate control allowing beneficial consolidation and providing needed discipline, there is a strong negative relationship between banks' abnormal returns and their prior performance. Consistent with managerial entrenchment limiting takeover discipline, banks with higher insider ownership, lower outside block ownership, and/or less independent boards have lower abnormal returns.     

法人治理结构的缺陷与我国《公司法》关于恶意收购的规定

公司管理层发起恶意收购的动因是多方面的,而其中很多是与公司财富的增加和股东利益的改善相背离的。因此,如果没有相对完善的法人治理结构有效约束管理者行为,恶意收购将有可能导致公司财富与股东利益的损失。在我国法人治理结构尚不十分健全的情况下,《公司法》与《上市公司收购管理办法》对恶意收购的鼓励可能是不适当的。     

Takeover Activity as a Response to Time-Varying Changes in Investment Opportunity Sets: Evidence from Takeover Sequences

We study takeover sequences that contain at least five acquisitions made over a period greater than 12 months, with no two acquisitions separated by more than 24 months. Acquisitions made within such sequences represent more than a quarter of aggregate takeover activity by U.S. public firms from 1982–1999. Our fi ndings are consistent with a proposition that takeover sequences occur in the context of time-varying changes in an acquirer's growth opportunity set. Takeover sequences begin (end) subsequent to an expansion (contraction) of this opportunity set.     

Investment Decisions and Managerial Discipline: Evidence from the Takeover Market

This article focuses on the relative importance of boards of directors and the hostile takeover market in disciplining managers who make poor acquisition decisions. The evidence shows a weak inverse relationship between acquisition performance and the likelihood of becoming a takeover target, but only after it becomes clear that the internal control mechanism has failed. A forced turnover of a top executive was more likely in the 1990s, the more negative the abnormal return associated with an acquisition announcement. The relationship between forced turnover and negative acquisition returns is stronger when hostile takeover activity is less intense. Hence, it appears that being disciplined for making a poor acquisition is a function more of the internal control mechanism than of the workings of the takeover market.     

Takeover protection and managerial myopia: Evidence from real earnings management

We examine whether takeover protection exacerbates or mitigates real earnings management (i.e., using abnormal real activities to meet near-term earnings targets). Consistent with Stein’s (1988) prediction that takeover pressure induces managerial myopia, we find that less-protected firms are associated with higher levels of real earnings management. We further disentangle the value-destroying and signaling effects of real earnings management by finding that although abnormal real activities in general are associated with lower future performance, abnormal real activities intended to just meet earnings targets are associated with higher future performance, consistent with real earnings management conveying a signal of superior future performance in addition to a general value-destroying effect. Taken together, our evidence suggests that takeover protection reduces managers’ pressure to resort to real earnings management as a costly means of signaling better future performance.     

接管市场与上市公司治理：对我国上市公司兼并收购的实证研究

兼并收购活动在公司 治理中的作用机制分析 一、公司接管市场与收购兼并活动 公司治理的内外部机制都是用于激励、监督管理者，甚至更换不合格的管理者。其中外部接管市场是公司治理的一个重要的外部治理机制，所谓接管市场(takeover market)，又称公司控制权交易市场(market for corporate……     

The Brain Gain of Corporate Boards: Evidence from China

We study the impact of directors with foreign experience on firm performance in emerging markets. Using a unique data set from China, we exploit the introduction of policies to attract talented emigrants and increase the supply of individuals with foreign experience in different provinces at different times. We document that performance increases after firms hire directors with foreign experience and identify the channels through which the emigration of talent may lead to a brain gain. Our findings provide evidence on how directors transmit knowledge about management practices and corporate governance to firms in emerging markets.     

Corporate Fraud and Corporate Bond Costs: Evidence from China

This study investigates the relationship between corporate fraud and four typical components of costs associated with corporate bonds. Based on data from a booming corporate bond market in China, we confirm that fraudulent issuers have higher corporate bond costs. Specifically, they are more likely to push upward price revisions, pay higher issue fees and coupon spreads, and encounter larger underpricing after issuance. Moreover, we demonstrate that severe corporate fraud is also significantly related to the costs of corporate bonds. Furthermore, we find that investors pay more attention to fraud in accounting information and disclosure. These results remain robust to a strand of endogeneity and through the robustness tests. In additional research, we find that bonds issued by fraudulent firms tend to receive lower ratings and show inferior performance after issuance. We also demonstrate that the effects of corporate fraud on bond costs erode as time passes, although the mitigation speed is slow. Finally, we find that hiring reputable financial intermediaries can partially mitigate the negative effects of corporate fraud.     

The Effect of Corporate Social Responsibility on Cost of Corporate Bond: Evidence from China

This article examines the link between corporate social responsibility(CSR) and cost of bond(COB) in China. We find that there exists a negative relationship between CSR and COB. In particular, when the bond issuer is a state-owned enterprise, or when the credit rating of bond is high, the negative association between CSR and COB is strengthened. The findings indicate that CSR plays a significant role in reducing the risk premium of corporate bonds through an insurance-like effect. Moreover, the effect of CSR on COB also depends on contextual factors such as firm ownership and bond credit rating.     

Corporate cash holdings: Evidence from Switzerland

This paper investigates the determinants of cash holdings for a comprehensive sample of Swiss non-financial firms between 1995 and 2004. The median Swiss firm holds almost twice as much cash and cash equivalents as the median US or UK firm. Our results indicate that asset tangibility and firm size are both negatively related to corporate cash holdings, and that there is a non-linear relationship between the leverage ratio and liquidity. Dividend payments and operating cash flows are positively related to cash reserves, but we cannot detect a significant relationship between growth opportunities and cash holdings. Most of these empirical findings, but not all of them, can be explained by the transaction costs motive and/or the precautionary motive. Analyzing the corporate governance structures of Swiss firms, we document a non-linear relationship between managerial ownership and cash holdings, indicating an incentive alignment effect and an opposing effect related to increasing risk aversion. Finally, our results suggest that firms in which the CEO simultaneously serves as the COB hold significantly more cash.

Common Stock Returns in Corporate Takeover Bids: The Case of Brokerage House Acquisitions

This paper examines the common stock returns of three groups of bidders that purchased brokerage houses. Only in the cases of horizontal mergers, one brokerage house purchasing another, are there abnormal returns associated with the purchase. Neither bank holding company bidders nor non-financial bidders gain significantly when purchasing a brokerage house. Bank holding company bidders face considerable regulatory delays, and these economic disturbances may eliminate their gains. Bank holding company expansion into these non-bank activities does not appear, at the time of announcement, to either hurt or benefit them; hence, this expansion does not appear to further the loss exposure of the Federal Deposit Insurance Corporation.     

公司所得税对资本结构的影响——基于中国上市公司的实证分析

国外大量的经验研究表明,税收是影响公司资本结构的重要因素。而我国具有自身特有的制度与经济背景,通过对我国上市公司财务数据进行检验,可以为我国税收是否影响公司资本结构,以及影响程度的大小提供实证方面的证据,并为进一步改善税收经济调节作用提供思路。     

The Economics of Farm Fragmentation: Evidence from Ghana and Rwanda

Farm fragmentation, in which a household operates more thanone separate parcel of land, is a common phenomenon in Sub-SaharanAfrica. Concerned by the perceived costs of fragmented as opposedto consolidated holdings, several countries have implementedland consolidation programs. But these interventions overlookthe benefits that land fragmentation can offer farmers in managingrisk, in overcoming seasonal labor bottlenecks, and in bettermatching soil types with necessary food crops. This articleuses household data from Ghana and Rwanda to discuss the incidenceand causes of fragmentation. It then formally tests the relationbetween fragmentation and land productivity and risk reduction.The conclusion is that consolidation programs are unlikely tolead to significant increases in land productivity and may actuallymake farmers worse off. Policymakers should focus instead onreducing the root causes of fragmentation: inefficiencies inland, labor, credit, and food markets.     

The Corporate Governance Role of the Media: Evidence from Russia

We study the effect of media coverage on corporate governance by focusing on Russia in the period 1999 to 2002. We find that an investment fund's lobbying increases coverage of corporate governance violations in the Anglo-American press. We also find that coverage in the Anglo-American press increases the probability that a corporate governance violation is reversed. This effect is present even when we instrument coverage with an exogenous determinant, the fund's portfolio composition at the beginning of the period. The fund's strategy seems to work in part by impacting Russian companies' reputation abroad and in part by forcing regulators into action.     

US Evidence on Bank Takeover Motives: A Note

Existing studies on bank takeovers have not been able to distinguish among the three competing motives: synergy, agency, and hubris. This paper distinguishes the three competing motives by examining the relations between target gains and total gains and between acquirer gains and target gains. Empirical results show that bank takeovers are primarily motivated by synergy, although there is also strong evidence of hubris. Our results also suggest that hubris may explain the positive target gains and zero or negative acquirer gains found in this and many other bank takeover studies. Lastly, evidence exists to suggest that agency, along with hubris, may explain takeovers with negative total gains (JEL G21, G34).     

我国收购要约立法及国际比较

目前中国证监会出台的《上市公司收购管理办淑征求意见稿》，是我国对收购要约进行系统规范的专门法规，对以往立法有许多突破和创新，同时也有不足之处。……     

Takeover targets and the probability of bid success: Evidence from the Australian market

The excess returns earned by takeover targets raises questions of efficiency in the market for corporate control. Brown and Raymond and Samuelson and Rosenthal explain the target share pricing process as a function of the probability of success of the takeover bid. We highlight weaknesses in this work, propose an alternative model, and apply it to 245 Australian takeovers from 1980 to 1993. We find, for targets of successful bids, considerable non-convergence to the bid price. This is consistent with speculative trading models whereby the reduction in dispersion of traders' beliefs leads to the evaporation of market liquidity.