The Relation Among Targets' R&D Activities, Acquirers' Returns, and In-Process R&D in the US

Abstract:  Using a sample of 129 mergers and acquisitions (M&As) in the US between publicly traded acquirers and targets in research and development (R&D) intensive industries over the period of 1994-2004 and a size- and industry-matched sample, we examine the relation among targets' R&D activities, the probability of acquirers' writing-off in-process R&D (IPRD), and acquirers' returns around the time of M&A announcements. We find that firms acquiring targets with higher R&D investments tend to write off some of the acquired R&D assets upon the completion of the M&As. We also find that the median cumulative abnormal return during the three days around M&A announcements for acquirers with subsequent IPRD write-offs is −2.73% while the return for acquirers without IPRD write-offs is −0.60%. This suggests that acquirers' stock returns around M&A announcements are much lower when investors expect acquirers to expense IPRD. The results are consistent with our conjecture that acquirers tend to write-off IPRD when they acquire overvalued targets. We also find that IPRD write-offs do not increase earnings or stock returns of acquirers after M&As, which is inconsistent with an earnings management hypothesis.     

Market Valuation of Successful versus Non‐successful R&D Efforts in the Pharmaceutical Industry

Abstract:   This paper examines the relationship between a non‐financial measure of successful research and development (R&D) efforts in the pharmaceutical industry and R&D expenditures. I hypothesize that the R&D of successful producers will be valued more by the market than the R&D of non‐successful producers. The regression results support the hypothesis. In the primary model, R&D is not associated with price; however, the coefficient on the interaction between R&D and successful developers is positively related to stock price. This implies that the market values the R&D expenditures of successful developers but not the expenditures of less‐successful developers.     

Penetrating the Book-to-Market Black Box: The R&D Effect

The book-to-market (BM) phenomenon – the positive association between BM and subsequent returns – looms large among capital market enigmas. Economic theory postulates that the difference between market and book values of companies reflects their future abnormal profits. We capture these abnormal profits for a large sample of science-based companies by estimating the value of the off-balance sheet investment generating those profits – the value of R&D capital – and show empirically: (i) Firms' R&D capital is associated with their subsequent stock returns. (ii) For R&D intensive firms, this 'R&D effect' subsumes the 'book-to-market effect.' (iii) The association between R&D and subsequent returns appears to result from an extra-market risk factor inherent in R&D, rather than from stock mispricing. We thus provide an explanation for the book-to-market phenomenon of R&D companies.     

上市公司并购重组支付方式体系存在的问题及对策

上市公司并购重组在促进产业结构调整、优化社会资源配置方面发挥了日益重要的作用,而丰富、灵活的并购重组支付方式是提高并购市场效率的关键之一。本文简要介绍了国内上市公司并购重组支付体系概况,重点分析存在的问题,并结合国内外并购市场案例及实证数据,对并购创新支付工具作了评述,提出完善上市公司并购重组支付体系的政策建议,包括在并购交易中先行推出定向可转债、引入储架发行制度、论证认股权证试点的可行性、支持券商提供并购支付融资工具等。     

Market Valuation of Research and Development Spending under Canadian GAAP*

Section 3450 of the Canadian Institute of Chartered Accountants (CICA) Handbook requires Canadian firms to capitalize development costs that meet certain criteria and to expense those that relate to research. International Accounting Standard (IAS) No. 38 favours a similar approach. In the United States, Statement of Financial Accounting Standard (SFAS) No. 2 recommends the immediate expensing of all research and development (R&D) spending. The only exception is SFAS No. 86, which requires software development costs to be capitalized when a product successfully passes a technological feasibility test. Consequently, the Canadian financial disclosure regime provides a rich setting for testing the market valuation of capitalized R&D. Our primary research question asks whether capitalized R&D provides useful information to market participants investing in Canadian firms. We use price‐level and return models to assess the value relevance of capitalized R&D disclosed in the financial statements under Canadian GAAP. In line with expectations, using a price‐level model, we find that capitalized R&D and R&D expense as disclosed in the financial statements provide information that is value relevant to market participants. However, we find that R&D capitalized during the year helps explain returns while R&D expense does not. Thus we conclude that the application of section 3450 of the CICA Handbook produces value‐relevant information.     

Termination Fees in Mergers and Acquisitions: Protecting Investors or Managers?

Abstract:  Institutional investors closely monitor termination fees in mergers and acquisitions (M&A). We argue that their magnitude reflects either agency problems or efficiency considerations. Focusing on M&A involving Canadian targets between 1997 and 2004, we assess the determinants and market impact of termination fees. Our findings show that the Thomson's SDC Platinum™ Worldwide Mergers & Acquisitions Database underestimates their extent. Results suggest that termination fees are essentially an efficient mechanism as they are relatively higher in M&A with high merger costs, a cash component and expected operating synergies. Stock market returns surrounding the deal announcement do not differ across levels of relative termination fees.     

Impact on Target Firm Risk-Return Characteristics of Domestic and Cross-Border Mergers and Acquisitions in Emerging Markets

Using a large sample of partial cross-border mergers and acquisitions from emerging countries, we show that these acquisitions significantly reduce the risk of the target firms and that the risk reduction is directly related to the changes in the international shareholder base and the strength of the investor right protection of the acquirer. We also find that these acquisitions are value creating because we see improvements in both the short-term and long-term risk-adjusted stock performance in target firms during the postacquisition period.     

上市公司并购重组定价问题研究

上市公司并购重组已经成为我国资本市场的一个主旋律.而上市公司并购重组中的定价问题又成为同一控制下的并购重组的核心与焦点问题,各方面争论较多,现实作法中也确实存在值得研究的问题.本文通过模型分析与模拟计算的方法对上市公司并购重组中的定价方法进行了分析论证,以此推导出上市公司股票定价及所购买资产价值可能存在的误差以及可能的人为操纵偏差.最后给出了并购重组中定价方面相应的机制设计和政策建议.     

私募股权投资并购退出模式及策略分析

私募股权投资并购退出是当前国内逐渐兴起的新趋势,既符合市场经济由自由竞争发展到集中整合阶段的客观需求,又具有优化产业结构的时代使命。但并购退出在国内总体还处于萌芽阶段,进一步的发展空间还受到不少限制,本文尝试探索符合国内并购退出的几种模式,并有针对性地提出了发展并购退出的初步策略与建议。     

Valuation implications of pharmaceutical companies' R&D regulatory approval notifications

This paper examines shareholder wealth effects surrounding applications to, and approvals by, the United States Food and Drug Administration (FDA) for firms listed on the New York (NYSE) and London (LSE) stock exchanges. Applications to the FDA for drug approvals significantly increase shareholder wealth for NYSE firms only. The increase is driven by applications for enhancements to existing drugs, with the market anticipating the application, thus suggesting information leakage. FDA approvals also significantly increase shareholder wealth in both markets. However, there is no evidence of information leakage and the significant post-event abnormal returns support the attention-grabbing hypothesis. Enhanced drug approvals are value-relevant for both markets, which highlights the contribution of real-options to firm value.     

The Effect of Cross-Border Acquisitions on Shareholder Wealth — Evidence from Switzerland

We analyze the wealth effects of 114 domestic and international acquisitions announced by Swiss corporations between 1990 and 2001. We find no difference between national and cross-border mergers. This may indicate that the international capital markets are highly integrated and is in contrast to recent empirical findings on a prevailing segmentation of capital markets within Europe. We also analyze the role of professional advisors in Swiss M&A transactions. Our results indicate that the expenses for professional advice might outweigh the potential benefits.     

Stock Market Valuation of Deferred Tax Assets: Evidence from Internet Firms

Abstract:   We use the provisions of SFAS No. 109 , Accounting for Income Taxes , to examine the extent to which stock prices of Internet firms were associated with expectations of future profitability before versus after the 'market correction' in early 2000. We find that the valuation of deferred tax assets of firms with business models reliant on the level of web site traffic was significantly greater after the market correction. In our view, this evidence is consistent with pre‐correction mispricing.     

Financial market development and the effectiveness of R&D investment: Evidence from developed and emerging countries

Does financial market development enhance the effectiveness of R&D investment in an economy? To address this question, we apply three distinct approaches including (i) ordinary least square method, (ii) cross-country instrumental variable regression approach, and (iii) panel regression method. By using a dataset of both developed and emerging countries, we find that financial market development significantly contributes to the effectiveness of total R&D investment. This finding remains robust across different model specifications and individual estimation methods. Our finding provides an important guidance to policy makers in implementing a sound financial environment that can facilitate the total contribution of R&D investment.     

The Market for Corporate Control and the Agency Paradigm

The paper analyzes the role of agency driven takeover activity. The analysis shows that takeovers can play an important role in reducing agency costs even though the gains from the corporate restructuring that follows the takeovers are zero, which counters existing models of agency driven takeover activity. The model can therefore form the basis for deriving empirical predictions which discriminate between the agency paradigm and the corporate restructuring paradigm of takeover activity. Negative post-merger performance (Agrawal et al., 1992), which is inconsistent with corporate restructuring is consistent with this model, and that takeover targets' investment levels are below or at the average (Servaes 1994), which is inconsistent with the free cash flow theory is also consistent with this model.     

The Transitory Nature of Negative Earnings and the Implications for Earnings Prediction and Stock Valuation

The value-irrelevance of losses largely results from the transitory nature of losses and the diminished relationship between current and future earnings. This study develops a sales-based model of future normal earnings that is useful in analyzing future earnings prospects of loss firms. Results indicate that the developed model is associated with future earnings realizations and current stock price and is shown to be incrementally value-relevant (with book value) in price regressions for loss firms. Investigation of the relative valuation role of the prediction model provides evidence that the model is associated with equity value for loss firms expected to survive.     

The Market for Corporate Control and the Agency Paradigm

The paper analyzes the role of agency driven takeover activity.The analysis shows that takeovers can play an important rolein reducing agency costs even though the gains from the corporaterestructuring that follows the takeovers are zero, which countersexisting models of agency driven takeover activity. The modelcan therefore form the basis for deriving empirical predictionswhich discriminate between the "agency paradigm" and the "corporaterestructuring paradigm" of takeover activity. Negative post-mergerperformance (Agrawal et al., 1992), which is inconsistent withcorporate restructuring is consistent with this model, and thattakeover target's investment levels are below or at the average(Servaes 1994), which is inconsistent with the free cash flowtheory is also consistent with this model. JEL numbers: G14,G31, G32, G34.     

并购对企业R&D投资的挤出效应研究——基于并购前后资产负债率变动的视角

创新是企业内涵式的增长方式,并购是企业外延式的增长方式。在资源有限的情况下,企业如何在这两种战略之间进行权衡?本文以2007-2018年沪深A股上市公司为研究样本,发现如果并购引起企业资产负债率增加,则会对并购后的R&D投资形成"财务侵占",从而对研发产生负面影响;这种抑制作用在主并企业存在融资约束的情况下会更加显著;按企业特征划分,这种抑制作用主要存在于小企业和民营企业。研究结果为基于边界条件的并购如何影响企业创新绩效提供了实证证据,同时也为企业进行相关战略变更和投资决策提供了有益参考。     

R&D, knowledge spillovers and stock volatility

Firms improve their know‐how not only by innovations (producing new knowledge), but also by knowledge spillovers (learning from others). The objective of this study is to test for two major hypotheses developed from a theoretical model explaining the relationship between R&D, knowledge spillovers and stock volatility. Analytically, the model suggests that asymmetric information caused by R&D activities with uncertain future output increases stock volatility, even though dividends and consumptions remain unchanged. However, interfirm knowledge spillovers have a negative impact on stock volatility by reducing the degree of asymmetric information. Both hypotheses are supported by empirical evidence from this study.     

盈余持续性、审计师类型对盈余持续性的影响及资本市场反应

以我国2002~2008年期间A股上市公司为研究对象,延续Sloan的方法,利用mishkin检验来考察公司盈余持续性、审计师类型对盈余持续性的影响及股票市场反应。发现公司盈余中应计成分持续性低于现金流量成分;四大审计客户的盈余持续性要高于非四大审计的客户;与公司盈余中现金流量成分相比,四大审计师更显著提高公司盈余中应计成分的持续性;股票价格中所包含的公司盈余预期不能反映公司盈余中应计成分和现金流量成分持续性的差别;股票价格中包含的盈余预期可以总体上反映四大与非四大审计师对公司盈余持续性影响的差异,但股票价格中包含的盈余预期不能反映四大与非四大审计师对公司盈余中应计成分和现金流量成分持续性影响的不同,市场符合＂幼稚投资者＂假说。     

Financial factors in R&D budget setting: the impact of interfunctional market coordination, strategic alliances, and the nature of competition

Increasingly demanding markets, changes in technology and greater international competition have made the effective management of product R&D together with its associated costs essential. The magnitude of R&D costs are of concern to many companies, potentially inhibiting organizations from investing in new product development. Although rising costs of R&D and the growing dependence of companies on R&D for product leadership increase the need to plan and evaluate R&D activities more effectively, difficulties have been experienced in applying budgetary control systems to R&D. Despite such concerns, the published literature indicates that an emphasis on financial factors in setting the size of R&D budgets is becoming a competitive necessity. A review of the published literature suggests that interfunctional market coordination, the relative use of strategic alliances and the nature of competition in terms of product cost versus product innovation are potentially instrumental in influencing the degree of emphasis on financial factors in R&D budget setting. The results of the present study indicate that these three organizational and environmental variables result in an emphasis on financial factors in setting the size of R&D budgets. Implications drawn from the findings are discussed.