并购中的业绩承诺条款与股价崩盘风险

本文以2008—2016年有业绩承诺的A股上市公司为样本,研究了并购中业绩补偿承诺条款的设置与兑现对并购业绩的影响,以及并购业绩未达预期产生的经济后果。研究发现,设定高增长率的业绩目标对并购业绩完成具有负面作用,采用股份补偿、非累计补偿、减值测试补偿以及双向业绩对赌对并购业绩实现具有积极作用。在承诺兑现过程中,承诺后期业绩目标压力更大,业绩完成率更低。在业绩承诺完成的经济后果方面,本文发现,未完成业绩承诺的并购相对于完成承诺的并购具有更高的股价崩盘风险,进行盈余管理的并购相对于未进行盈余管理的并购具有更高的股价崩盘风险。     

Price Discrimination under Customer Recognition and Mergers

This paper studies the interaction between horizontal mergers and price discrimination by endogenizing the merger formation process in the context of a repeated purchase model with two periods and three firms wherein firms may engage in behavior‐based price discrimination (BBPD). From a merger policy perspective, this paper's main contribution is twofold. First, it shows that when firms are allowed to price discriminate, the (unique) equilibrium merger gives rise to significant increases in profits for the merging firms (the ones with information to price discriminate), but has no ex‐post effect on the outsider firm's profitability, thereby eliminating the so‐called (static) “free‐riding problem.” Second, this equilibrium merger is shown to increase industry profits at the expense of consumers' surplus, leaving total welfare unaffected. This then suggests that competition authorities should scrutinize with greater zeal mergers in industries where firms are expected to engage in BBPD.     

中国上市企业并购的财务协同效应研究——聚焦于放大和紧缩

企业的并购是影响企业价值的重要经济活动,尤其是上市企业更是如此.研究以2006年发生的80起并购案例作为考察对象,首先通过计算差量来获取并购前一年、并购当年、并购后三年共计五年的财务时间序列数据;并采用差值分析方法分别对同业并购和混业并购所获得的财务协同效应进行比较,在通过有效性检验和主成分分析对财务协同效应的影响因素的基础上构建了主成分综合模型.研究得到的结论是:短期来看,我国上市企业并购的的财务协同存在着一种放大效应,但长期则显现出了财务协同的紧缩效应;长期看来同业并购资本使用效率上的放大效应更加能明显地持续下去;在偿债能力的放大效应上,短期内混业并购要优于同业并购,但在后期同业并购仍然要好于混业并购.所以我国企业在采取并购时,应该充分考虑自己的战略和并购目标,如果公司期望通过并购来提高自身的资本使用效率,采取混业并购战略更能达到这个目的;如果希望通过并购来进行业务的整合和扩张,那么企业应该采用同业并购的战略.     

Competition in the brewing industry: Does further concentration imply collusion?

Earlier papers reach conflicting conclusions about the effect of concentration in the US brewing industry. This paper argues that stock market data on a more recent set of events, the intense merger activity of 1981–2, can help to resolve these differences. The results indicate that mergers between brewers, excluding the two industry leaders (Anheuser-Busch and Miller Brewing), enhance industry performance by enabling smaller brewers to exploit the scale economies enjoyed by the large ones.     

A cross-cultural analysis of the demographics of membership in nonprofit organisations

This paper is concerned with the identification of demographic characteristics of members of nonprofit organisations across a large number of countries. It is found that there are significant differences in the demographic characteristics within countries for different types of non-profit organisations and across countries for the same nonprofit type organisation. Understanding these patterns can lead to increased efficiencies in communication by nonprofit organisations within and across national boundaries.     

Business cycle and aggregate industry mergers

This paper tests the relationship between industry-level mergers and business cycle using panel tests that allow us to control for macro-economic and industry-level determinants of merger activity. We find robust evidence that both related and unrelated industry-level mergers are pro-cyclical. However, the evidence is asymmetric between related and unrelated mergers. We also find strong evidence in support of two major theories of merger activity that have been proposed and tested in the existing literature, namely, neoclassical theory and behavioral theory. The proxies of both neoclassical and behavioral theories explain merger activity in general; however, the pro-cyclicality of mergers is not fully captured by any of these proxies, individually or collectively.     

Union Mergers; Some Questions Raised by a “Disorderly Breakup”

This essay discusses the 2004 merger between UNITE, a clothing workers’ union, and HERE, the hotel and restaurant workers union. Many labor scholars and union proponents believed that this merger would revive a dormant US labor movement and lead to great success in union organizing. Although much was expected, there was very little accomplished by this merger. While union mergers can either be amalgamations or absorptions, the UNITE-HERE merger took the former form. Although successful amalgamations usually occur when the two unions share a common jurisdiction, additional problems occur when the unions are dissimilar in size and type of members. The UNITE-HERE merger displayed none of these three above-mentioned characteristics. This essay also discusses issues of the centralization/decentralization of union mergers, the negotiation and promotion of such combinations, local union and national union mergers while concluding with a discussion of whether union mergers are an appropriate strategy for dealing with a struggling US labor movement early in the twenty-first century.     

A brand new world for nonprofits

Brands provide a number of benefits that can make them a powerful tool for the nonprofit sector. Among other things, they make it possible for organisations to convey a consistent overall positioning while tailoring offerings for multiple publics. They also facilitate the development of trust between the nonprofit and its constituencies, provide insulation from competitive pressures and raise the organisation's profile. Brands are not appropriate for all nonprofit organisations, however, and the decision to adopt a branding strategy is one that requires careful consideration. This paper explores the pros and cons of nonprofit branding, and describes the balancing act that managers face when deciding whether and how to adopt abrand. Copyright © 1999 Henry Stewart Publications     

Merger Failures

This paper proposes an explanation as to why some mergers fail, based on the interaction between the pre‐ and post‐merger processes. We argue that failure may stem from informational asymmetries arising from the pre‐merger period, and problems of cooperation and coordination within recently merged firms. We show that a partner may optimally agree to merge and abstain from putting forth any post‐merger effort, counting on the other partner to make the necessary efforts. If both follow the same course of action, the merger goes ahead but fails. Our unique equilibrium allows us to make predictions on which mergers are more likely to fail.     

Merger Cycles: A Frequency Domain Approach*

Using frequency domain techniques, a cycle of 6‐year duration at the aggregate level and coherent sectoral cycles of average 5‐year duration are found in UK merger activity between 1969 and 2005. It is shown that business and capital market cycles jointly are causal for the merger cycle but the capital market cycle alone is not, suggesting that merger cycles may reflect disequilibria and/or market mis‐valuation. Although the possibility of disequilibrium or strong behavioural influences will complicate social evaluation, no reason is found to advise against the current UK policy stance upon mergers.     

银行并购动因的理论研究综述

西方学者长期以来一直试图去解释银行合并和收购行为的动因,并形成了许多有价值的理论。文章通过对西方学者可以用来解释银行并购动因的协同效应假说、信息假说、低效率管理理论假说、管理自利原则假说以及过度自信假说的相关研究进行系统地梳理,可以发现不同的并购活动背后的动机常常无法用单一的理论来解释。     

Gender segregation in the making of a merger

Although recent literature on mergers and acquisitions (M&A) has looked exhaustively at a variety of issues embracing organizational systems, practices and people, it has ignored the gendered nature of merging. The aim in this article is twofold. First, to demonstrate how segregation according to gender is determined in the merger process by the organizational histories of the two merger partners. Second, to specify how gender operates in connection with certain integrative mechanisms developed by top management to coordinate and control the merger as it unfolds. A longitudinal, in-depth analysis of the making of the Merita Bank in Finland suggests that mergers represent a particularly well-defined arena for the reproduction of gender segregation, due to a complicated weave of intended and unintended consequences of managerial actions during its formulation and implementation. It is suggested that the gendered career implications of mergers represent a particularly timely theme for further research.     

Stock market perceptions of the motives for mergers in cases reviewed by the UK competition authorities: an empirical analysis

A number of studies have considered the motivation of managers to follow a merger strategy. However, as far as we are aware none has looked at the influence of competition regulation on merger motives using stock market data and event study techniques. Data drawn from 63 merger cases in the UK between 1989 and 2003 are examined for the stock market's perceptions of what motivated managers to pursue their initial merger bid. The findings suggest that the Synergy and Hubris dominate as motivations for mergers and that, unintentionally, competition policy may help to reduce the number of mergers motivated by Managerialism. Copyright © 2008 John Wiley & Sons, Ltd.     

Role-bound actors in corporate combinations: a sociopolitical perspective on post-merger change processes

Real-life experiences of corporate mergers often tell of disappointment in terms of the synergistic benefits that fail to appear, or the severe organisational problems that arise. Although many studies have provided empirical material on internal divisions among actors coming from the previously separate organisations, we still know little about the sociopolitical forces at work in the upper echelons of corporate hierarchies. It is suggested in this paper that an examination of the emergent role identities in the upper echelons of a new corporate hierarchy can help us to understand the nature of these sociopolitical forces. The empirical analysis concentrates on a revealing merger case where Finnish Ovako and Swedish SKF Steel first joined forces, but where their organisational marriage broke down five years later. This analysis illustrates how behaviour consistent with the enacted role identities can create contradictory sociopolitical forces, and how this can lead to increasing tension and severe open conflict. The analysis suggests that a favourable turn in the business cycle is a condition that can easily hide such divisions with dramatic consequences later on.     

The effect of mergers on firms’ costs: evidence from the HMO industry

We examine the effect of mergers on firms’ costs, using a national data set that contains information on both pre- and post-merger costs for firms in the Health Maintenance Organization (HMO) industry. By utilizing data on all HMOs that operated in the United States from 1985 to 1997, we observe enough mergers to obtain estimates of both short-run and relatively permanent merger effects. On average, we do not find evidence that mergers allowed HMOs to realize greater economies of scale or that mergers improved efficiency by shifting the cost function. On the other hand, mergers between HMOs that produce Medicare and other products are likely to create dis-economies of scope that increase costs.     

The Transition from Strategic Technology Alliances to Mergers and Acquisitions: An Exploratory Study

This paper studies a number of research topics derived from the basic question: do interfirm alliances change into mergers and acquisitions as companies that were previously co-operating become integrated? The analysis is limited to the group of strategic technology alliances, i.e. those interfirm agreements for which joint technology development or technology sharing is part of the agreement. The paper first explores the literature that refers to the possible transition from strategic technology alliances to mergers and acquisitions. Based on this we formulate a number of hypotheses regarding the change in modes of governance and several dimensions of this process related to the international distribution of transformed alliances, their industry specificity, the size of firms, and the distribution of contractual and equity agreements. The major finding of our research is that the transformation from strategic technology alliance to merger and acquisition hardly ever takes place. This suggests that alliances and mergers and acquisitions are not part of a rather smooth continuum but they are first of all different modes of governance where one mode certainly does not lead to the other     

The long-term success of M&;A in the automotive supply industry: determinants of capital market performance

In the recent past, the automotive supply industry has been facing increasing merger activity. This paper examines the short- and long-term wealth effects of horizontal mergers and acquisitions on acquirers in the automotive supply industry. Based on a sample of 230 takeover announcements between 1981 and 2007, significant positive announcement returns to acquiring companies were determined. While these positive short-term returns to acquirers represent an outstanding attribute of this industry in terms of perceived synergy potential, this study also finds that acquirers are unable to sustain this exceptional position beyond a short-term horizon. A combination of the Fama-French-3-Factor model in calendar time and the control firm approach in event time consistently reveals significant value destruction of about 20% over 3years. In addition, the study determines a significant impact of internationalization, transaction volume, product diversification, and acquirer’s bidding experience on the long-term post-acquisition performance.     

Bertrand competition with capacity constraints: mergers among parking lots

To analyze the effects of mergers among firms facing capacity constraints, we develop a numerical model of price-setting behavior among multi-product firms differentiated by location and capacity. We perform a number of computational experiments designed to inform merger policy, with specific reference to the Central Parking–Allright merger of 1999. The experiments show that capacity constraints on merging firms attenuate merger effects by much more than capacity constraints on non-merging firms amplify them. The experiments also highlight the dependence of merger welfare effects on parking demand. In preparation for further industry consolidation, we propose estimators of parking demand to more precisely estimate the costs and benefits of future mergers.     

Merging with a buyer group member

We examine a merger between a national retailer and a local retailer who is a member of a buyer group. While the traditional literature on mergers assumes an oligopolistic industry (where the merger takes place) supplied by a perfectly competitive one, we assume here that retailers obtain their input from a supplier that can offer quantity discounts. In this setting, a merger can be profitable for insiders (solving the merger paradox) and can also be more profitable for insiders than for outsiders (solving the free‐riding problem). This result holds even if the merged firm ends‐up with a small share of the market. However, welfare decreases post‐merger. Copyright © 2009 John Wiley & Sons, Ltd.     

Management strategy and HR in international mergers: choice,constraint and pragmatism

The article combines consideration of the range of contextual factors that impact on management strategy and HR in the post‐merger period (such as corporate structures and cultures, pressures from shareholders and regulatory and legal environments at national and international level) with an examination of the interests and power of various groups of actors within the firm. Specifically, we apply a framework which integrates the insights of market‐based, institutionalist and micro‐political approaches. We locate our analysis within the relevant international HRM literature, most notably recent debates concerning multinational corporation (MNC) merger dynamics. International mergers and acquisitions provide particularly useful scenarios through which to explore the interdependence between choice and constraint, illustrated here by processes of negotiation, compromise and balance across a range of issues in several case study organisations. The key areas highlighted concern: (1) the integration of HR strategies, and (2) processes of post‐merger rationalisation.