Doing a deal: Merger and acquisition negotiations and their impact upon target company top management turnover

This research investigates the effects of merger and acquisition negotiations on subsequent target company top management turnover. Three attributes of the companies and seven attributes of the merger and acquisition transactions are examined. The results indicate that the primary impact of negotiations is evident in the fourth year after a settlement date. When a buyer approaches an unrelated company that has been subject to previous takeover interest with a merger proposal, and an agreement is reached, the target'S management team is likely to experience abnormally high turnover 4 years later. Additional research ideas are suggested to help explain the sizeable turnover rates in the 3 years immediately following a merger or acquisition.     

Top management turnover following mergers and acquisitions

Little is known about the effects of a merger or an acquisition on an acquired company's management team. This research follows the employment status of target companies' top managers for 5 years from the date of acquisition. Results indicate that turnover rates in acquired top management teams are significantly higher than ‘normal’ turnover rates, and that visible, very senior executives are likely to turn over sooner than their less-visible colleagues. Variations in top management turnover rates, however, are not accounted for by type of acquisition (i.e. related or unrelated).     

Predicting who stays and leaves after an acquisition: a study of top managers in multinational firms

This study adds to current explanations of executive fate following a merger or acquisition by examining how executives' perceptions of merger events determine whether they stay or leave. Results indicate that executives' perceptions of the merger announcement, interactions with the acquiring firm's top managers following the merger, and long-term effects of the merger significantly influenced their decision to stay or leave. These perceptions could be used to correctly distinguish between stayers and leavers in almost 80 percent of the cases. In addition, perceptions created when the target company was acquired by a foreign multinational made it more likely that the executive would leave. This finding demonstrates that foreignness continues to be an important determinant of executive perceptions in cross-national mergers and acquisitions. Copyright © 2001 John Wiley & Sons, Ltd.     

电力上市公司高管人员薪酬影响因素实证分析

文章以电力上市公司2005年年报为研究基础,考察了电力上市公司的经营绩效与其高级管理层薪酬的关系,讨论了高管人员薪酬与管理绩效、公司规模、国有股比例等因素的相关性,并对上市公司高管的薪酬激励机制进行分析。     

Top Management Support and Initial Strategic Assets: A Dependency Model for Internal Corporate Venture Performance

Internal corporate venturing is frequently used by established companies desiring to innovate and grow. These ventures, however, often fail, and previous research has revealed surprisingly little about the antecedents to performance for this strategically important phenomenon. Using resource dependence theory and the resource‐based view, a model is developed wherein the positive relationship between top management support and the internal corporate venture's (ICV) initial strategic asset endowment is moderated by the amount of the venture's operations autonomy. We then argue how top management support, the venture's initial strategic asset endowment, and parent‐venture product similarity are related to ICV performance. Primary data were collected from 72 firms which furnished data on 145 ICVs. The results suggest that increases in the level of support provided by top management leads to higher levels of initial strategic assets endowed in the corporate venture. This relationship, however, is weakened the more corporate parents give their ICVs operations autonomy. Further, top management's support of the corporate venture, as well as the level of initial strategic assets endowed to the venture, increases the subsequent performance of the ICV. The performance benefit of these initial strategic assets, however, is lower the more there is an overlap between the parent's and the venture's products.     

Bureaucracy,economic regulation,and the incentive limits of the firm

This paper uses a transactions cost perspective to examine the development of organizational tendencies that plague the governance of unregulated subsidiaries by regulated parent companies. By focussing on what Williamson (1985) calls the ‘incentive limits’ of firms, conditions that should exacerbate the problems facing these firms as they diversify are identified. Empirical testing of hypotheses drawn from this discussion is conducted using a sample of nonutility, nonregulated subsidiaries of 54 electric utilities. The analysis, using both linear regression and event history methods, confirms the connection between the characteristics of the regulated parent company and subsidiary performance. The paper concludes with a discussion of how further research might extend the state of knowledge on the topic of the economic losses of bureaucracy.     

Technological powerhouse or diluted competence: Techniques for assessing mergers via patent analysis

On a daily basis, we are bombarded with the news of yet another mega–merger. The business press generally greets these announcements with breathless projections based on extrapolations of combined sales, earnings, and R&D spending, with little emphasis on whether the merged companies will be worth the sum of their parts. In this paper we examine patent analysis techniques for evaluating the technological strength of merger candidates, and explore the notion that the technological quality of the merged company may be diluted rather than enhanced. We will also use patent analysis methods for examining the market value of companies, to determine whether a merger target is over– or under–priced. We will explore all of these techniques within the context of a case study of the proposed merger between Glaxo–Wellcome and SmithKline Beecham, although the techniques can be readily applied to any merger within an R&D intensive industry.     

Technology, entrepreneurship and company performance in textile and clothing SMEs

This article examines the relationship between technology, entrepreneurial human capital and company performance in a sample of textile and clothing SMEs in Great Britain. General conclusions suggest that firms with a computer network are more likely to have a formal management team. Networked firms appear to be larger: smaller companies are making increasing use of computer networks.     

The influence of intellectual capital on organizational performance—Knowledge management as moderator

The main objective of this study is to explain the global performance of firms from an intellectual capital perspective. Samples were selected from a list of the top 1,000 Taiwanese companies using a type of purposive sampling. The selection criteria required sample companies to be located in Taiwan and to compete globally. This study collected 146 valid questionnaires from 146 companies. The results confirm that intellectual capital is positively associated with a firm’s global performance. The results also confirm a moderating effect of knowledge management strategy on the relationship between intellectual capital and global performance. These results imply that a combination of the right type of knowledge management strategy with the right form of intellectual capital will enhance a firm’s performance, although neither the technology-centered nor the people-centered approach should be overused.     

Family ownership and firm performance: Influence of family management,family control,and firm size

This study examines the relationship between family ownership and firm performance by considering the influence of family management, family control, and firm size. Using proxy data of 786 public family firms in Taiwan during 2002–2007, this study found that family ownership is positively associated with firm performance. The positive association is strong particularly when family members serve as CEOs, top managers, chairpersons, or directors of the firms; however, the association becomes weak when family members are not involved in firm management or control. The findings suggest that the potential family-ownership effects are more likely to be realized when family ownership is combined with active family management and control. In addition, the association between family ownership and firm performance is stronger in small- and medium-sized enterprises (SMEs) than in large companies.     

上市公司横向并购资本运营绩效实证研究

为了突破经济发展瓶颈,兼并重组活动如火如荼,其中横向并购活动最为活跃。本文以2011~2015年49 家上市公司为研究对象,采用因子分析法实证分析了上市公司横向并购前后2 年资本运营绩效。结果表明：上市公司横向并购资本运行绩效总体呈现下降趋势,尚未达到预期目的。基于此,提出相关建议：首先,制定正确的并购目标。其次,经营管理者多借助于专业性价值评估机构,避免对被合并方估值过高。再次,不高估企业剩余资产管理能力。最后,调动员工积极性,开拓专属管理资源,做好企业人力资源整合工作。     

制造业上市公司资本结构研究——以安徽省为例

在考查安徽省36家A股制造业上市公司2006～2010年资本结构现状的基础上,实证研究其资本结构的影响因素及与经营绩效的互动关系。研究表明,影响安徽省制造业上市公司资本结构的因素主要有公司规模、盈利能力、经营能力、成长能力、股权集中度;股权资本约束力不足、股权融资偏好以及资本市场结构失衡导致其资本结构与经营绩效之间无显著相关性。为此,提出优化安徽省制造业上市公司资本结构的对策建议。     

Correlates of turnover propensity of software professionals in small high tech companies

Abstract
The intent of this study is to shed some empirical light on the turnover propensity of software professionals in small software companies. Different sized firms were included to examine whether organizational size affected the relationships between the time the employees expected to stay in their present company, and a range of personal and organizational characteristics. A sample of 339 employees completed a questionnaire on their experience of and reactions to working in their current firm. None of the usual demographic indicators, e.g. age or tenure, was related to turnover propensity. The more time spent on programming, debugging or implementation, the shorter the time expected to stay. Satisfaction with both job and senior management was strongly related to expecting to stay longer, although satisfaction with project team or immediate boss showed virtually no relationship at all. The effect of organizational size occurred primarily with different company atmosphere qualities and certain work conditions. A warm atmosphere, fun and enjoyment, and friends in the company were important correlates only for the companies with below 50 people. Autonomy was a critical theme in the companies with 150–250 people, and recognition and advancement were important in the large company with approximately 2,000 employees. This suggests that the critical issues managers are confronted with would be different in organizations of different sizes.     

Leveraging brand equity in business-to-business mergers and acquisitions

Every acquisition provokes a branding decision—should the acquirer absorb the acquired business by renaming it under its own name to convey to the market that ownership and the way of doing business has changed, or should it allow the acquired company to continue trading under its old name so as to avoid damage to its existing customer franchise? This is a complex management decision but one which apparently receives little attention. This paper draws on the B2B branding and M&A literatures to create a model of brand equity transfer. The model assumes that rebranding of an acquired company under the name of the new parent can yield positive benefits if the new parent has higher brand equity than the acquired company. A case study of an acquisition of a national construction materials company by a larger international group provides an illustration of the transfer process.     

The Disappearing Relationship Between Directors' Pay and Corporate Performance

In this paper we investigate the relationship between the remuneration of the highest paid director and the economic performance of approximately 300 large UK companies over the 1980s and early 1990s. The rate of growth of directors' remuneration was very high over this time period (about 20 per cent per year on average) and very weakly linked to corporate performance. Any such link breaks down after 1988, when the very high pay awards received by top directors in the recessionary period up to 1991 appear to be unrelated to the performance of their companies, whether corporate performance is measured using stock market data or using accounting data on earnings per share. Rather, it appears that corporate growth is an important determinant of the change in directors' remuneration. These results strongly call into question the effectiveness of current systems of pay determination for top company directors.     

Strategic orientation and characteristics of upper management

Every organization reflects the background of its most powerful top managers; what the organization does and the way it carries out its functions could be explained, in part at least, by the profile of its upper echelon. The relationship between the strategic orientation of three tobacco companies, the proportion of executives recruited from outside the company and the proportion of executives from different functional backgrounds in the upper echelon of the companies is the focus of this paper.     

公司治理评价、治理指数与公司业绩--来自2003年中国上市公司的证据

本文基于2003年的评价样本，从中国上市公司治理指数（CCGI^NK）及其所涉及的六个维度进行实证研究发现：上市公司治理指数对总资产收益率、每股净资产、加权每股收益、每股经营性现金流量、总资产周转率、总资产年度增长率、财务预警值均有显著的正面影响．这表明拥有良好的公司治理机制有助于提升企业的盈利能力、股本扩张能力、运营效率、成长能力，有助于增强财务弹性和财务安全性。公司治理中所涉及的控股股东治理、董事会治理、经理层治理、信息披露、利益相关者治理、监事会治理机制，在很大程度上决定了上市公司是否能够拥有一套科学的决策制定机制与决策执行机制。而这将对公司业绩和公司价值产生直接而深远的影响。     

Merger simulation using average market share: An application to the Optimus-TMN mobile merger case

This paper develops a new merger simulation methodology based on the analysis of the performance change of a hypothetical firm with average market share. It applies the methodology to the Optimus-TMN mobile telecom merger case in Portugal, within the context of the December 2006 decision by the Portuguese Competition Authority to authorize the merger between their respective parent companies, Sonaecom and Portugal Telecom. The results suggest that the Optimus-TMN merger would have resulted in 3.8% higher prices and 14.9% lower marginal costs, and would have been welfare-enhancing. These findings attest to the importance of the “efficiency defense” hypothesis of mergers. They suggest that competition authorities are warranted in allowing further consolidation in the telecom sector, but that consolidation should be accompanied by strict retail price-cap regulation.     

Board turnover in Taiwan’s public firms: An empirical study

Using a data set of 220 Taiwanese public firms with 2,200 observations over a ten-year period representing Taiwan’s economic takeoff period in the late 1990s, as well as six follow-up interviews conducted with top managers several years hence, this research examines the propensity of an important change variable for firms: the turnover of boards of directors. Specifically, it examines the relationship between board turnover and the organization’s environment, firm performance, and the largest shareholder’s control during a key period of economic transition and growth for Taiwan. The results show that substantial changes in board composition, though still not especially common in Taiwan, do occur, even in closely held companies. Turnover in the board is negatively related to the largest shareholder’s control power as well as firm performance. Board changes however, are not related to the environmental munificence and dynamism. These results are rather consistent with related research on firms in ethnic Chinese communities which suggests that top management and board turnover while not common, does sometimes occur, and more recent institutional and industrial change in Taiwan is likely encouraging further governance reform. This has implications for important facets of firm governance and change, as well as expanding our knowledge about firms domiciled in an ethnic Chinese community, particularly during times of economic transition and growth. Follow-up interviews with four top managers from our sample, along with one consultant and one government official in Taiwan provided additional confirmation and clarification of our results.     

研发投入与企业业绩相关性研究——基于中国制造业上市公司的实证分析

研发投入是企业增强核心竞争力和实现可持续发展的关键因素。我国企业的研发投入主要集中在制造业。本文以制造业71家上市公司为研究对象,通过对样本公司R&D投入与企业业绩及企业价值的相关性分析,揭示企业R&D投入对企业业绩的影响作用及对公司价值提升的促进作用。研究结果表明,我国制造业上市公司的R&D投入强度偏低,R&D投入明显不足,但R&D投入强度在2007~2009年3年中逐年上升。企业当期R&D投入与企业当期营业毛利率有显著的正相关关系,滞后一期R&D投入与企业当期营业毛利率仍然存在较为显著的正相关关系,但滞后两期R&D投入与企业当期营业毛利率不存在显著的正相关关系。表明企业R&D投入对企业业绩有一定的影响,且存在一年的滞后性,滞后期较短。同时,企业的R&D投入与托宾Q值存在显著的正相关关系,说明企业的R&D投入与企业价值相关,R&D投入通过对企业业绩的影响来提升公司价值。