Multiple directorships and the performance of mergers & acquisitions

The question of whether an outside director with multiple board seats creates value for a firm is a subject of continued debate in the corporate governance literature. Dozens of studies have investigated this linkage over the past decades. Unfortunately, the findings generated to date are inconclusive and contradictory. This study reconciles conflicting perspectives by synthesizing the existing insights and knowledge, and develops a new three-stage S-shaped curve proposition. We target firms’ merger and acquisition (M&A) activities to test this argument. The results show a consistent horizontal S-shaped relation between the number of directorships held per director and the wealth creation from corporate M&A investments before the enactment of the Sarbanes–Oxley Act of 2002. However, the negative relation at the highest directorship level turns insignificant in the post-SOX period, suggesting that the mandatory changes by SOX may mitigate the negative impact of overboarded directors. This study contributes to the on-going debate on the performance effect of multiple directorships by providing a more complete assessment of the full range of the advantages and disadvantages across different levels of directorships. The different association patterns found in the pre-/post-SOX periods further highlight the importance of factoring in regulative environmental change when making an inference about the effect of multiple directorships.     

Government intervention in European mergers and acquisitions

The increasing globalization of economies has leveraged protectionist attitudes in different countries during the last decades. In the context of cross-border mergers and acquisitions (M&A), national governments have intervened to “protect” big domestic firms and their industries from foreign bidders. Despite the potential for severe implications of these actions on the internationalization of firms and development of markets, the research in this area is relatively scarce, and we still know very little about the real causes and consequences of government intervention. In this paper, we study government opposition to cross-border European M&A during the period 1997–2017, an era of important changes in Europe. Using an event study methodology, we examine abnormal returns for targets and their rivals in the time period prior to actual intervention to gauge if investors perceive intervened deals as harmful events for the industry, which could justify government intervention. We use a hand collected sample of 1,574 EU15 rival firms for 48 mergers, of which 18 experience government intervention. Entropy balanced regression models show that rivals of intervened targets earn significantly lower returns relative to rivals of non-intervened targets on deal announcement. Nevertheless, rivals’ abnormal returns are not negative, suggesting that intervened deals are not perceived ex ante as harmful for industry competitiveness. The results are more consistent with investors’ ability to identify likely blocked deals, which puts downward pressure on abnormal returns to both the target companies and their rivals. These findings indicate that government interventions against foreign bidders seem to have an economic cost in the sector that is anticipated by the investors.     

Determinants of the method of payment in mergers and acquisitions

We empirically investigate the determinants of the payment form in mergers and acquisitions and introduce new variables on the target and acquirer investment characteristics to evaluate whether the concerns of target and acquirer shareholders are taken into account. Our sample encompasses mergers between publicly listed US companies from 1985 to 2004. Similarly we also consider the determinants of announcement returns using the same set of variables. We establish the relevance of a previously unreported variable for the determination of the payment form, the correlation of returns between target and acquirer, besides the more established determinants hostile takeovers, and defence mechanisms; weak evidence is found for the significance of budget constraints and no evidence for asymmetric information or tax considerations being a relevant factor. We do not find that announcement returns are explained by the variables considered.     

The role of HR managers in international mergers and acquisitions: a multiple case study

The article departs from the existing research treatment of expatriation as an individual-level phenomenon, and looks at the expatriation of work teams. We examine the performance management of expatriate teams brought in from 17 independent organizations to work on a new-product development project. We find that the teams faced diverse stakeholder expectations and that these stakeholders' expectations were a source of tension for the teams. The teams responded by adopting performance management strategies that tended to prioritize their respective home organizations' expectations. We discuss the vulnerability of contextual performance and the relative insignificance of national cultural differences in this expatriation context. We propose practical considerations and an agenda for further international human resource management (IHRM) research on expatriate teams.     

Valuing technological synergies in mergers

Technological synergy in mergers and acquisitions (M&As) is achieved when there is an increase in value generated by combining the stock of complementary technologies of acquirers and targets, as well as utilizing target’s patents to initiate or defend lawsuits against competitors. Using U.S. patent data, we provide quantitative measures of these two sources of technological synergy. We find that these measures of technological synergy are important considerations of acquiring firms and capital market in valuing target firms’ innovative assets, as the measures are positive determinants of merger premium and total synergy gain. The expected total gains of acquirers’ and targets’ shareholders from technological synergy decrease with the difficulties of post-merger integration as proxied by geographical distance between acquirer and target. Our technological synergy measures are also good predictors of post-merger realized synergy, i.e., increase in patent outputs in the overlapped technology classes and market share.     

论我国企业并购风险的防范

目前我国的并购市场不成熟,并购的法律体系也不尽完善,在企业并购的实践中往往因此产生诸多风险,企业需要通过审慎调查、法律调研、合理安排并购协议、合理的财务安排等方式对并购中可能产生的风险进行防范,以实现并购的成功。     

Compatibility and unlearning in knowledge transfer in mergers and acquisitions

Despite wide recognition of the central role of knowledge and its transfer, extant research has focused much on some important aspects of knowledge transfer and paid little attention to others. We focus on two underexplored issues in the knowledge transfer literature, namely: (a) compatibility of new knowledge with recipients’ needs, interpretations of its past experiences and its existing norms, and (b) organizational unlearning, which moderates the relationship between compatibility and extent of successful knowledge transfer. We examine different types and dimensions of knowledge compatibility and organizational unlearning within our proposed knowledge transfer process framework. We situate our discussion primarily within knowledge transfer in cross-border mergers and acquisitions. Based on the proposed model, we also offer propositions future research can test.     

The role of human resource management in cross-border mergers and acquisitions

Cross-border mergers and acquisitions (M&As) have become the dominant mode of growth for firms seeking competitive advantage in an increasingly complex and global business economy. Although human resource management (HRM) can play a value-adding role in the merger process, existing research and evidence does not clearly demonstrate how it can do so. This paper addresses the neglected human side of M&As by providing a strategic fit framework to assess the link between M&A strategy and HRM strategy. Because cross-border M&As are of an order of magnitude more complex than domestic mergers, we examine contingencies in national contexts that influence outcomes in the merger process. We draw on recent empirical evidence to highlight HRM roles in terms of resources, processes and values that reflect the influence of both strategic fit and national context in the integration stage of cross-border M&A.     

The role of leadership in successful international mergers and acquisitions: Why Renault‐Nissan succeeded and DaimlerChrysler‐Mitsubishi failed

This article compares and contrasts the Renault‐Nissan and DaimlerChrysler‐Mitsubishi mergers to consider the relative and combined effects of national and organizational culture on the performance of Nissan and Mitsubishi. It also examines the reasons why the Renault‐Nissan merger was successful and the DaimlerChrysler‐Mitsubishi merger failed. It finds that Japanese national culture influenced organizational culture and HRM practices, which created organizations that had no sense of urgency, profit orientation, or accountability and led to poor market and financial performance. It also finds that leadership was a major factor impacting on the success of the turnaround efforts of these two organizations. These findings have implications for leaders and human resource management practitioners engaged in international business and are of particular relevance to Western organizations working with organizations in high‐context countries with a collectivist rather than individualist orientation. © 2012 Wiley Periodicals, Inc.     

International mergers and acquisitions in the UK 1985-94: a comparison of national HRM practices

The paper investigates HRM practices adopted by companies from the USA, Japan, Germany and France in UK companies that they have acquired. UK/UK acquisitions are used as a control. The research is based on a survey instrument applied to 201 companies and interviews with forty. It notes that there is some convergence of HRM practices, in that, for example, all countries researched employ performance-related pay and increase the amount of training in their new subsidiaries. It finds, however, that there is a distinct difference in the HRM practices employed by companies from each of the countries, influenced by the characteristic HR practices common to companies in the country of origin of the parent.     

行业视阈下企业“并购或联盟”的选择偏好研究

企业并购和联盟的行为并不仅仅是特定的企业层面的问题,很多行业内都出现了大规模并购或联盟的风潮,这已成为了一种显著的行业性现象。在一个既定的行业中,大部分的企业都面临着相似的技术要求和市场态势。行业对于企业选择其外部成长战略的偏好有着重要的影响。在本文中,作者将提出三个行业层面的影响维度,通过两分法,将行业分为八种情景,分别讨论在不同行业情景下企业对兼并收购或战略联盟的选择偏好。     

基于COBIT的企业并购中信息系统整合风险分析

信息系统整合是企业并购中的重要内容,分析与控制企业并购中信息系统整合存在的风险是当今研究的一个新课题。COBIT体系目前已成为国际上公认的IT管理与控制标准,它可以指导企业有效地利用信息资源,有效地管理、控制与信息相关的风险。文章将信息系统整合活动映射到COBIT体系下,给出企业并购中信息系统整合风险模型,并利用该模型对企业并购中信息系统整合风险进行了识别与分析。     

A qualitative study of high-reputation plant managers: Political skill and successful outcomes

There has been little systematic study of what plant managers actually do on a day-to-day basis that accounts for their success in achieving organizational outcomes. In our field interviews and observations of high-reputation plant managers from 11 manufacturing plants, we found that effective political skill enabled them to influence subordinates in ways that contributed positively to organizational outcomes. Political skill is an interpersonal style that combines social astuteness with the ability to relate well, and otherwise demonstrate situationally appropriate behavior in an engaging way that inspires confidence, trust, and genuiness [Ferris, G.R., Perrewé, P.L., Anthony, W.P., Gilmore, D.C., 2000. Political skill at work. Organizational Dynamics 28 (4), 25–37]. We observed that effective plant managers possessed a configuration of dispositional traits (self-motivation, sense of humility, and affability), systematically employed interpersonal behaviors (creating accountability, leading by example, and developing trust), and focused on managerial processes (stretch goals, influencing and learning from below, and empowering direct reports). By juxtaposing the political skill and power literatures, we propose a theory of plant manager effectiveness as a combination of political skill and the use of unobtrusive and systemic power to achieve both affective and substantive outcomes.     

The effect of mergers and acquisitions on environmental,social and governance performance and market value: Evidence from EU acquirers

This study explores the effect of environmental, social, and governance (ESG) performance on market value and performance in the context of mergers and acquisitions. We examine whether acquisition of targets with better ESG performance can help acquirers to increase their own ESG performance and whether the market values the increased ESG performance positively. Moreover, we explore whether the acquisition of targets with better ESG performance affects the market value of acquirers. For this study, we utilize a sample of 100 European mergers and acquisitions between 2003 and 2017, for which matching data on the ESG performance of both the target and acquiring firms are available. Our results show that the postmerger ESG performance of the acquirer increases following the acquisition of a target that has higher ESG performance than that of the acquirer in the premerger stage, whereas the postmerger market value of the acquirer increases following an increase in the acquirer's postmerger ESG performance in relation to its premerger ESG performance. Finally, we provide partial evidence of a positive relationship between the postmerger market value of the acquirer and the acquisition of a target with higher ESG performance than itself in the premerger stage.     

The applicability of the Tampa Scale of Kinesiophobia for patients with sub-acute neck pain: a qualitative study

The purpose of this study was to qualitatively evaluate patients understanding and interpretation of the wording used in test items of the Tampa Scale of Kinesiophobia (TSK). The TSK was developed to measure fear of movement in patients suffering from low back pain. The TSK is being increasingly used for other pain conditions. Patients with sub-acute neck pain experience problems while completing this questionnaire. The aim of this study was to elicit these problems. The study was conducted within the framework of a randomised controlled trial. The Three-Step Test Interview (TSTI) was used to collect data on the thoughts or considerations of respondents while completing the TSK. In the analysis, each transcribed interview was divided into three segments. The thoughts and considerations were then analysed and categorised per item. During the TSTI two problems were identified. One concerned the meaning of specific words used, like “dangerous” and “injury”. The other problem was that several implicit assumptions within some items make it difficult for respondents to answer these items. It was concluded that in the development and validation of questionnaires like the TSK, not only quantitative psychometric properties are important, but also qualitative research has an important contribution to enhance applicability.     

Temporal Dynamics in Acquisition Behavior: The Effects of Activity Load on Strategic Momentum

Momentum theory suggests that acquisition experience leads to acquisition momentum in the form of a higher likelihood of subsequent acquisitions of the same type. However, this argument has been challenged theoretically and empirically. We reconcile conflicting predictions and findings of prior research and extend momentum theory by incorporating activity load as a novel causal mechanism to both replicate the base finding and explain deviations from it. We find that a high activity load due to increased acquisition activity acts as a counterforce to momentum, decreasing the likelihood of subsequent acquisitions of the same type. Moreover, we also find that the interplay of routines, cognitive frames, and activity load causes companies to alternate between different types of acquisitions – from small to large and from large to small – as management engages in attention modulation to preserve momentum. Taken together, our arguments and findings contribute to an improved understanding of temporal patterns of acquisition behaviour.     

Performance Management in Universities: Effects of the Transition to More Quantitative Measurement Systems

The measurement of research and teaching performance is increasingly common within universities, driven probably by the rise of New Public Management (NPM). Although changing over time and varying from country to country, NPM involves the use of private sector methods in the public sector. Traditionally, performance measurement in universities has had a developmental role – helping individuals to improve their (future) performance. However, the new systems seem more judgemental – i.e. seeking to quantitatively evaluate (past) performance. We study performance measurement in two Accounting and Finance groups – one in the Netherlands and one in the UK. In both we see an increasing use of judgemental forms of performance evaluation and, in particular, the use of more quantitative performance measures. The use of these more judgemental quantitative systems is seen to have various effects. Although these systems emphasise objective quantitative measures, they relocate subjectivities (usually at a greater distance from the subject), rather than remove them. This creates uncertainty and anxiety about how the systems are used. There is a danger that the new systems could inhibit creativity in teaching and limit contributions to the world outside the university. Furthermore, they could damage creativity and innovation in accounting research – as researchers play safe in getting the publications they need. As we are both researchers and practitioners in this area, we should be challenging these trends and pointing to the dangers for research (and teaching) in our field.     

Cultural influences and the mediating role of socio-cultural integration processes on the performance of cross-border mergers and acquisitions

This paper reports findings from a longitudinal case study (2005–2011) of a merger between an Austrian and a German energy provider. I develop a model of socio-cultural integration processes based on an analysis of critical incidents expressed in 71 problem-centred interviews and observations with acquired and acquiring employees at four different points of time: immediately before the takeover and during the first negotiation talks, and one, three and six years after the takeover. The findings suggest that the relationship between national and organizational cultural differences and M&A outcomes is mediated by socio-cultural integration processes defined in terms of the formation of interpersonal relationships, trust and shared identity. Based on these findings I formulate specific propositions and build an evidence-based model of M&A socio-cultural integration processes that guides future research and practice.