The Effect of Management Buyouts on Firm–level Technical Inefficiency: Evidence from a Panel of UK Machinery and Equipment Manufacturers

The longer–term technical efficiency effects of management buyouts (MBOs) are evaluated using a stochastic production frontier approach on a panel of UK manufacturing firms. The results, based on the period 1986–1997, indicate that firms with the MBO governance structure: (1) have higher efficiency in the two years before the transaction but not prior to that; (2) have efficiency 7%, 7.5%, 4%, and 7% higher in each of the first four years post–buyout; (3) do not have superior efficiency beyond the fifth year post–buyout. This is consistent with MBOs creating managerial incentives that improve firm–level performance.     

Spinoffs versus buyouts: Profitability of alternate routes for commercializing innovations

This research compares the performance of spinoffs and buyouts divested to commercialize innovations. The authors study 145 spinoffs and 121 buyouts that occurred in the United States between 1996 and 2005. Analysis provides three critical findings. First, spinoffs have higher profits in the two years after divestiture; afterwards, buyouts have higher profits. Second, strategic emphasis (investment in R&D versus marketing) is the mechanism that explains the diverging profitability of spinoffs and buyouts over time. Third, this occurs through two routes: a one‐step mediated effect via strategic emphasis; a two‐step mediated effect via strategic emphasis and radicalness. Copyright © 2013 John Wiley & Sons, Ltd.     

What they know vs. what they do: how acquirers leverage technology acquisitions

Existing research suggests that in acquisitions of small technology‐based firms by large established firms post‐merger integration both enables and hinders acquirers' efforts to leverage the technology of acquired firms. This apparent paradox can be resolved once we account for the qualitatively distinct ways in which acquirers leverage technology acquisitions. Integration helps acquirers use the acquired firm's existing knowledge as an input to their own innovation processes (leveraging what they know), but hinders their reliance on the acquired firm as an independent source of ongoing innovation (leveraging what they do). We also show that experienced acquirers are better able to mitigate the disruptive consequences of the loss of autonomy entailed by integration, though we find no evidence that they achieve greater coordination benefits from integration. Copyright © 2007 John Wiley & Sons, Ltd.     

Management Buyouts and Human Resource Management

This paper reports the findings from a survey of the effects of management buyouts on human resource management (HRM). Buyouts resulted in increased employment, the adoption of new reward systems, and expanded employee involvement. These developments support the resource‐based view that buyouts develop internal assets over agency theory predictions that managers will adopt a cost reduction approach. The type of buyout influences the subsequent development of HRM. Buyouts report more commitment‐orientated employment policies where employees own shares, and where the buyout pursues a ‘buy and build’ corporate strategy and adopts a business strategy of enhancing customer service and developing markets.     

Financial and stock market variables as predictors of management buyouts

This paper investigates whether publicly held firms which change to private ownership through management buyouts (ex-public firms) possess characteristics prior to the change which differentiate them from firms which remain publicly owned. The financial characteristics of ex-public firms for the year immediately prior to going private were analyzed. A multivariate framework was developed to determine which attributes best distinguished firms going private via management buyouts from similar firms not going private. A discriminant function was developed using seven ratios: (1) concentration of ownership, (2) cash flow to net worth, (3) cash flow to total assets, (4) price/earnings ratio, (5) price/book value ratio, (6) book value of depreciable assets in relation to original costs, and (7) dividend yield. The model demonstrated a classification accuracy of 77.8 percent for the original sample and 81.4 percent in a hold-out sample validation. These findings imply that financial characteristics alone provide a means by which firms going private via management buyouts can be separated from others. Therefore one can argue that, regardless of the stated motive for going private, financial characteristics either are explicit decision variables or directly reflect non-financial reasons for management buyouts.     

Mergers,acquisitions and control of telecommunications firms in Europe

New evidence is presented about 12 large acquisitions by telecommunications firms in Europe. The average effect on acquirers’ shareholder value is not significantly different from zero, which confirms a paradox found by previous studies: bidding firms’ shareholders do not benefit from takeovers. There is high dispersion in the results. This suggests that detailed studies may uncover important aspects of the constraints that exist in the corporate control market of telecommunications firms. A case study of the Spanish firm Telefonica suggests that corporate governance problems and political intervention are significant components of these “agency” constraints.     

Red and Blue: the relationship between the institutional context and the performance of leveraged buyout investments

This paper advances the debate concerning the relationship between politics and business conduct by investigating the influence of the institutional context on leveraged buyout investments. We propose that the formal and informal institution context in ‘red’ states (those dominated by the U.S. Republican Party) is more aligned with the principal strategies through which leveraged buyout investors create value than such a context is in ‘blue’ states (those dominated by the Democratic Party). Therefore, according to institutional theory, one would expect, ceteris paribus, a higher likelihood of buyout transactions in red states and vice versa. We analyze a sample of 10,746 U.S. buyout investments in 4,633 distinct target companies made by 2,396 different funds managed by 1,300 private equity firms from 1980 to 2003. The results indicate strong evidence of a positive association between a more aligned institutional context and both the volume of buyout activity and different measures of performance for these buyouts. Copyright © 2011 John Wiley & Sons, Ltd.     

Firm-specific time preferences and postmerger firm performance

This study investigates the role of firm-level discount factors in evaluating the impact of mergers on market outcomes. Discount factors reflect time preferences for future cash flows and are used to determine the present value of investment projects such as mergers. Firm-specific discount factors imply that firms may attach different present values to mergers. We elicit firm-specific time preferences and identify firms’ discount factors using firm-specific production data while building on the existence of learning-by-doing in the semiconductor industry. Our estimation results show that firm-specific discount factors explain firms’ production decisions. We also find that firms’ discount factors and merger acquisition strategies explain heterogeneous merger outcomes. Our results show that acquiring firms characterized by low discount factors (impatient firms) are highly efficient and merge with highly efficient and innovative firms. Impatient acquirers achieve relatively higher efficiency gains in the short run than patient acquirers and adopt acquisition strategies that put more weight on achieving instant efficiency gains. In contrast, patient acquirers are least efficient and merge with firms that are larger than themselves. Patient acquirers place more value on achieving efficiency gains in the more distant future.     

The effects of leveraged buyouts on corporate growth and diversification in large firms

This study investigates the effects of LBOs on corporate growth and diversification in large U.S. firms which underwent leveraged buyouts during the 1980s. Based on the analysis, this study found that revenue and employee growth are significantly lower in LBO firms than in control firms that remained public. Strategically, we find that LBO firms decreased the size of both their periphery and core businesses more than public control firms and that LBO firms divested a significantly higher volume of periphery and core businesses than control firms. These postbuyout differences between LBO and public firms are consistent with the argument that LBO firms provide managers with incentives to downsize and prune lines of business, resulting in reduction in overall firm size and diversifcation.     

Acquisitions of private vs. public firms: Private information,target selection,and acquirer returns

The acquisition of privately held firms is a prevalent phenomenon that has received little attention in mergers and acquisitions research. In this study, we examine three questions: (1) What drives the acquirer's choice between public and private targets? (2) Do acquisitions of private targets elicit a more positive stock market reaction than acquisitions of public targets, which, on average, destroy value for acquirers' shareholders? (3) Do acquirers gain when their selection of a public or private target fits the theory? In this paper, we argue that the lack of information on private targets limits the breadth of the acquirer's search and increases its risk of not evaluating properly the assets of private targets. At the same time, less information on private targets creates more value‐creating opportunities for exploiting private information, whereas the market of corporate control for public targets already serves as an information‐processing and asset valuation mechanism for all potential bidders. Using an event study and survey data, we find that: (1) acquirers favor private targets in familiar industries and turn to public targets to enter new business domains or industries with a high level of intangible assets; (2) acquirers of private targets perform better than acquirers of public targets on merger announcement, after controlling for endogeneity bias; (3) acquirers of private firms perform better than if they had acquired a public firm, and acquirers of public firms perform better than if they had acquired a private firm. These results support the expectation that acquirer returns from their target choice (private/public) are not universal but depend on the acquirer's type of search and on the merging firms' attributes. Copyright © 2007 John Wiley & Sons, Ltd.     

Who does private equity buy? Evidence on the role of private equity from buyouts of divested businesses

Research Summary: We examine the role of nonventure private equity firms in the market for divested businesses, comparing targets bought by such firms to those bought by corporate acquirers. We argue that a combination of vigilant monitoring, high‐powered incentives, patient capital, and business independence makes private equity firms uniquely suited to correcting underinvestment problems in public corporations, and that they will therefore systematically target divested businesses that are outside their parents’ core area, whose rivals invest more in long‐term strategic assets than their parents, and whose parents have weak managerial incentives both overall and at the divisional level. Results from a sample of 1,711 divestments confirm these predictions. Our study contributes to our understanding of private equity ownership, highlighting its advantage as an alternate governance form. Managerial Summary: Private equity firms are often portrayed as destroyers of corporate value, raiding established companies in pursuit of short‐term gain. In contrast, we argue that private equity investors help to revitalize businesses by enabling investments in long‐term strategic resources and capabilities that they are better able to evaluate, monitor, and support than public market investors. Consistent with these arguments, we find that when acquiring businesses divested by public corporations, private equity firms are more likely to buy units outside the parent's core area, those whose peers invest more in R&D than their parents, and those whose parents have weak managerial incentives, especially at the divisional level. Thus, private equity firms systematically target those businesses that may fail to realize their full potential under public ownership.     

The decline of science in corporate R&D

Research summary: In this article, we document a shift away from science by large corporations between 1980 and 2006. We find that publications by company scientists have declined over time in a range of industries. We also find that the value attributable to scientific research has dropped, whereas the value attributable to technical knowledge (as measured by patents) has remained stable. These trends are unlikely to be driven principally by changes in publication practices. Furthermore, science continues to be useful as an input into innovation. Our evidence points to a reduction of the private benefits of internal research. Large firms still value the golden eggs of science (as reflected in patents), but seem to be increasingly unwilling to invest in the golden goose itself (the internal scientific capabilities). Managerial summary: There is a widespread belief among commentators that large American corporations are withdrawing from research. Large corporations may still collaborate with universities and acquire promising science‐based start‐ups, but their labs increasingly focus on developing existing knowledge and commercializing it, rather than creating new knowledge. In this article, we combine firm‐level financial information with a large and comprehensive data set on firm publications, patents and acquisitions to quantify the withdrawal from science by large American corporations between 1980 and 2006. This withdrawal is associated with a decline in the private value of research activities, even though scientific knowledge itself remains important for corporate invention. We discuss the managerial and policy implications of our findings.     

An empirical examination of transaction‐ and firm‐level influences on the vertical boundaries of the firm

A large literature has successfully employed transaction cost economic theory to describe how exchange conditions affect the optimal form of organization. However, this approach has historically not accounted for the influence of firm‐specific attributes on the governance decision. This paper develops a model based on insights from transaction cost economics, the resource‐based view, and real options theory to examine how transaction‐level characteristics, firm‐specific capabilities, and product‐market scope influence the governance of production. Empirical evidence derived from analysis of 469 make‐or‐buy decisions involving 117 semiconductor firms indicates that decisions regarding the governance of production activities are strongly influenced by both transaction‐ and firm‐level effects. Copyright © 2003 John Wiley & Sons, Ltd.     

Research notes and communications corporate restructuring and strategic change: The effect on diversification strategy and R & D intensity

In the 1980s a number of large corporations restructured their diversified businesses through divestitures. It is hypothesized that restructuring activity focused on firms at intermediate levels of diversification (e.g., related-linked) which have a mixture of related and unrelated business units. Results confirm this hypothesis which explains that such mixed corporate strategies create organizational and control inefficiencies in managing both related and unrelated types of business units. Restructured firms were also found to move towards two types of different internal capital markets (related and unrelated). Most restructuring firms moved toward lower levels of diversification (e.g., related-constrained), although some moved toward higher levels of diversification (e.g., unrelated business). Also, this study finds restructuring firms that changed their corporate strategy by reducing diversified scope increased their R&D intensity. Firms that restructured and increased their diversified scope decreased R&D intensity. This result suggested a partial substitution between diversification and R&D activity.     

Does ownership matter in private equity? The sources of variance in buyouts' performance

We study the impact of ownership on firm performance in an unexplored governance context: private equity (PE) firms and the buyouts in which they invest. We employ a multiple‐membership, cross‐classified, multilevel model on a unique database of 6,950 buyouts realized by 255 PE firms between 1973 and 2008 in 77 countries. The results document a significant PE firm effect (4.6%), the importance of which grows as time passes. We then study three contingencies that increase the importance of the PE firm effect: (1) value addition vs. selection strategies; (2) developed vs. emerging economies; and (3) economic downturns. Our findings shed new light on the sources of variance in buyouts' performance. Copyright © 2014 John Wiley & Sons, Ltd.     

Choosing the right target: Relative preferences for resource similarity and complementarity in acquisition choice

Research summary : Corporate acquisition is a popular strategic option for firms seeking new resources. However, little research exists on the question of why one firm is chosen over another. We develop a model relating characteristics of similarity and complementarity between acquirers' and target firms' key resources, including their products and R&D pipelines, to the likelihood of the acquirers choosing a particular firm. We construct measures of similarity and complementarity between and across products and R&D pipelines, and test their effects using a novel application of the choice model. Findings reveal that acquirers view similarity and complementarity differently, based on the resource they are comparing. When making comparisons to their own R&D pipelines, acquirers prefer similarity over complementarity whereas when making comparisons to their product portfolios, they prefer complementarity over similarity. Managerial summary : Corporate acquisition is a popular way for firms to grow and obtain innovative resources. However, we know little about why acquirers choose one firm over another. We capture the influence of similarity and complementarity between acquirers' and target firms' products (current innovative value) and R&D pipelines (future innovative value) on whether a particular target firm is acquired. Insights from the pharmaceutical industry reveal that acquirers value similarity and complementarity in target firms differently, based on whether the comparison being made is with respect to their products or their R&D pipelines. Regarding their R&D pipelines, acquirers prefer that the target firm has similar, rather than complementary, resources. However, the opposite is true concerning their own products: acquirers prefer that the target firm has complementary, versus similar, resources. Copyright © 2015 John Wiley & Sons, Ltd.     

Geographic overlap and acquisition pairing

Research Summary: This study examines the role of geographic factors in explaining acquisition pairing using a novel conditional logic methodology. Drawing from information asymmetry arguments regarding acquisition decisions, we theorize that geographic overlap between the acquirer and potential targets’ businesses and operations enables the acquirer to collect more information about the potential target through its multiple business operations that are geographically proximate. We also demonstrate moderating boundary conditions. In particular, we examine acquiring firm characteristics, acquiring firm size and geographic dispersion, which both weaken the relationship between geographic overlap and acquisition pairing. Likewise, we examine two dyadic distance moderators, geographic distance and product dissimilarity, both of which increase information asymmetry between the acquirer and potential targets, which increases the effect of geographic overlap in facilitating acquisition pairing. Managerial Summary: Firms pursuing acquisition activities face severe information asymmetry when evaluating potential targets. This study investigates how acquiring firms leverage geographic conditions to overcome information asymmetry and choose targets that they can better evaluate. We find that acquirers are more likely to choose targets that have subsidiaries or business operations overlapping in the same states as the acquirers themselves. This is particularly true for small acquirers, which lack resources and capabilities to seek external assistance, and acquirers that have business operations in more concentrated locations. We also find that acquiring targets with geographically overlapped business operations is especially salient when the target's headquarters is distantly located from the acquirer or when the target offers dissimilar products from the acquirer.     

Payment choice of M&As: Financial crisis and social innovation

The payment choice of mergers and acquisitions (M&As) influences firm performance and facilitates wealth transfer to shareholders and realises synergy through stakeholders' implicit contract. This study examines the choice of payment methods and firm-level characteristics of UK M&As during the financial crisis referring to the business-to-business (B2B) market in a broader sense. Further, conceptualising social innovation as a process-outcome-value construct, this study evaluates the choice of payment methods and firm-level characteristics of M&As through the lens of corporate social responsibility (CSR). The findings suggest that a stock payment method is favoured well over a cash payment method by the acquirers of M&A firms and firms that are pursuing social innovation through CSR activities. The results further document that a volatile market affected by the financial crisis reacts to the financing choice of M&As, making a sizable impact on firms' capital structure, ownership concentration, and asymmetric information. Acquiring firms that opt for stock payment methods register a significant increase in their firm-level characteristics, such as market-to-book-value, deal value, growth, and CARs compared to the cash payment method deals.     

Cross‐border mergers and acquisitions: The role of private equity firms

Research summary: We show that private equity ownership (“PE backing”) of the acquirer is a signal of deal quality in cross‐border takeovers. As such, PE‐backed acquirers experience higher announcement returns in cross‐border takeovers, but only if targets are in poor information environments. We show that PE backing is a positive market signal because of PE firms' experience and networks that result from prior deals in target countries. We document that the market correctly anticipates that operating performance of PE‐backed acquirers increases as a result of cross‐border mergers and acquisitions (M&A). Managerial summary: We study cross‐border acquisitions by acquirers that are partially owned by private equity firms (“PE backing”). Cross‐border acquisitions are challenging as acquirers often have little information about targets. We document that investors react positively to cross‐border deals of PE‐backed acquirers—their stock prices increase upon deal announcements. However, this is only the case if targets are in countries with poor information environments. This is because PE backing allows acquirers to access PE firms' deal experience and networks. This makes it easier to identify and evaluate good targets, making it more (less) likely that a deal eventually creates (destroys) value. Consistent with this, we find that earnings of PE‐backed acquirers increase after buying targets in poor information environments. Copyright © 2016 John Wiley & Sons, Ltd.