FORM OF CONTROL: A CRITICAL DETERMINANT OF ACQUISITION PERFORMANCE AND CEO REWARDS

Based on two research streams, we investigate whether acquiring firms’ form of control might be associated differently with CEO rewards or excess returns. We theoretically reason that in manager-controlled corporations acquisitions may be detrimental to the interests of shareholders and CEO rewards might be based on nonperformance criteria. In owner-manager-controlled and owner-controlled firms acquisitions may benefit the stockholders. While CEO rewards of owner-controlled firms may be based on performance criteria, however, executive rewards of owner-manager-controlled firms may be based on both performance and nonperformance factors. The findings indicate that for manager-controlled firms acquisition announcements result in negative excess returns to shareholders. For owner-controlled and owner-manager-controlled firms such announcements result in positive excess returns. The findings also suggest that increases in corporate size due to acquisitions are significantly and positively associated with CEO rewards of manager-controlled and owner-manager-controlled firms. For owner-controlled firms, excess returns are significantly and positively associated with CEO rewards. © 1997 by John Wiley & Sons, Ltd.     

Rents and Quasi Rents in the Wage Structure: Evidence from Hostile Takeovers

We test whether industry-related variation in wage premium and slopes of wage profiles reflects payments of rents or quasi rents, taking our cue from the wealth-transfer hypothesis, which argues that hostile takeovers target such rents. If these wage structure characteristics reflect extramarginal payments, then hostile takeover attempts that sought to transfer wealth from workers to shareholders should have targeted firms with the highest wage premia or the steepest wage profiles. We find that the likelihood of being a hostile takeover target between 1979 and 1989 was generally unrelated to these industry-related characteristics of the wage structure.     

With greater power comes greater responsibility? takeover protection and corporate attention to stakeholders

Using takeover protection as an indicator of corporate governance, this study examines how an exogenous shift in power from shareholders to managers affects corporate attention to non‐shareholding stakeholders. Two competing hypotheses are entertained. The shareholder view predicts that stronger takeover protection will lead to a decrease in corporate attention to shareholders and non‐shareholding stakeholders alike, as managers divert resources from shareholders to the pursuit of their private interests. The stakeholder view, in contrast, predicts that stronger takeover protection will increase corporate attention to non‐shareholding stakeholders. Because catering to non‐shareholding stakeholders contributes to the long‐term value of the firm, managers will be more likely to attend to those stakeholders when relieved from short‐termism triggered by the threat of hostile takeovers. Using a sample of 878 U.S. firms from 1991 to 2002, the study finds that an exogenous increase in takeover protection leads to higher corporate attention to community and the natural environment, but has no impact on corporate attention to employees, minorities, and customers. Additional analyses show that firms that increase their attention to stakeholders experience an increase in long‐term shareholder value. These findings provide additional evidence that relief from short‐termism is a likely source of the increase in corporate attention to non‐shareholding stakeholders following the increase in takeover protection. Copyright © 2008 John Wiley & Sons, Ltd.     

Failed takeover attempts,corporate governance and refocusing

Hostile takeover attempts oftentimes signal that a target firm has an over‐diversified and ineffective corporate strategy. What does this signal mean when takeover attempts fail? Drawing from agency theory, we argue that target firms managed by independent directory boards are likely to ignore the takeover attempt and not refocus their firms' strategy. Conversely, target firms managed by nonindependent boards are more likely to view the failed takeover attempt as a ‘wake‐up call’ and will refocus their firms' strategy so as to preserve the firm's survival. These arguments are tested using a sample of 76 firms that were targets of failed hostile takeover attempts. Logistic regression analyses confirm the predictions. This study suggests that in the aftermath of a failed takeover attempt board of director characteristics can help predict changes in corporate strategies. Copyright © 2002 John Wiley & Sons, Ltd.     

The success of mergers in Germany

This paper presents empirical evidence of the success of mergers in the Federal Republic of Germany. In general, the results show that the mergers are not successful. The shareholders of acquiring firms have to accept cumulative abnormal losses of −9.38 per cent. Returns on assets show also significant declines. According to the pattern of diversification it was found that product extending acquiring firms performed best. High cash flow enables to limit losses. Firms that have frequent experience of mergers tend to gain from their mergers.     

Increase in takeover protection and firm knowledge accumulation strategy

Research summary : We argue that the extent to which a firm faces takeover threats affects its knowledge structure. In particular, takeover threats may lead to managers' reluctance to adopt a strategy toward firm‐specific knowledge accumulation because implementing this strategy requires them to acquire specialized skills, which are at risk under takeover threats. Conversely, takeover protection leads to an increase in firm‐specific knowledge. Further, the relationship between takeover protection and firm‐specific knowledge is positively moderated by managerial ownership, which helps align managerial interests with those of shareholders. But the relationship is negatively moderated by managerial tenure, as long‐tenured managers have already committed to their firms. Using a differences‐in‐differences method with Delaware antitakeover rulings in the mid‐1990s as an exogenous shock, we found results supporting these arguments. Managerial summary : We examined how changes in the Delaware antitakeover rulings in mid‐1990s affected the knowledge structure of firms incorporated in Delaware. We reasoned that with a greater level of takeover protection, top managers of those firms incorporated in Delaware felt higher job security, thus providing them stronger incentives to make strategic decisions toward the development of firm‐specific knowledge and to make corresponding human capital investments in specialized skills. Empirically, firms incorporated in Delaware were found to have an increase in the level of firm‐specific knowledge in their knowledge structure after the mid‐1990s. Furthermore, our analysis suggests that the role of takeover protection on top manager incentives is particularly salient when the managers are awarded with more company shares and when the managers have shorter organizational tenure. Copyright © 2015 John Wiley & Sons, Ltd.     

我国上市公司换股并购绩效的实证研究

换股并购作为公司战略并购的支付方式,不仅是上市公司并购采用的支付方式,也是国有独资公司通过并购实现整体上市的有效手段。本文以1998—2007年间沪深两市发生换股并购的上市公司为研究对象,分别采用累积超常收益(CAR)与连续持有超常收益(BHAR)考察了换股并购的短期与长期绩效。结果表明:短期内主并公司股东获得了正的累积超常收益;但长期内大多数主并公司股东遭受了显著的财富损失。最后,作者深入分析了换股并购绩效低的原因并提出了提高绩效的对策。     

TAKEOVER DEFENSES,OWNERSHIP STRUCTURE AND STOCK RETURNS IN THE NETHERLANDS: AN EMPIRICAL ANALYSIS

This study empirically examines the relationships between a firm’s takeover defenses and its ownership structure and stock returns. Analyzing data of Dutch listed companies, we find that multiple antitakeover defenses are increasingly adopted when firms are characterized by relatively lower ownership concentration. The evidence supports the hypothesis that more concentrated ownership of shares provides more effective monitoring of managers. As defense by issuing preferred share has recently been the most widely adopted mechanism in the Netherlands, its impact on shareholders’ wealth is also analyzed. We observe the presence of two opposing effects of this antitakeover measure. © 1997 by John Wiley & Sons, Ltd.     

The Information Content of Method of Payment in Mergers: Evidence from Real Estate Investment Trusts (REITs)

We provide evidence on the information content of the method of payment in mergers by examining shareholder returns in a sample of REIT mergers over the period 1994–1998. When the target firm is publicly held, we find that transactions are always stock-financed, and that acquiring firm shareholders sustain small negative returns around the announcement date. When the target is privately held, cash financing, mixed (stock and cash) financing, and placement of blocks of acquirer stock with target owners are more prevalent. Acquirer returns are positive in stock-financed mergers when the target is private, which is consistent with both the information signaling and monitoring by blockholders hypotheses. Further analysis supports the information signaling hypothesis as the dominant explanation. The effects of other explanatory variables are similar whether the target is public or private. Most significantly, acquiring shareholder returns are negatively related to the acquirer's size, but positively related to the acquirer's use of the UPREIT organizational structure. The positive wealth effects of the UPREIT structure are not fully explained as the capitalization of tax benefits.     

并购失败：管理者利益保护还是经济安全威胁解除？——凯雷收购徐工案例研究

凯雷集团并购徐工机械是国内第一起由国际私人股权基金获得大型国有企业绝对控股权的案例。文章采用事件研究法,以徐工机械控股的上市公司徐工科技为研究对象,分析了此次并购过程中的五个事件：首次签署并购协议,博客门事件,修订并购协议,二次修订并购协议,协议到期。研究表明上市公司股东在前两个事件中获得了显著的正超常收益,而在后两个事件中的超常收益显著为负,至协议到期并购失败后又获得显著为正的超常收益。从并购过程中的市场反应来看,支持经济安全威胁的证据比支持管理者利益保护的证据更强。     

Acquisition announcements and stock market valuations of acquiring firms' rivals: A test of the growth probability hypothesis in China

To examine the impact of acquisition announcements on the stock market returns of rivals of the acquiring firms, we propose a growth probability hypothesis: when an acquisition is announced, it signals the potential for future growth in the acquirer's industry to the market, resulting in positive stock market reactions to rivals of the acquiring firms. We test the growth probability hypothesis with a longitudinal sample of Chinese domestic and cross‐border acquisitions during 1993–2008. The results provide robust support for this hypothesis as a means to explain market reactions to rivals of acquiring firms. We also empirically test and negate alternative theoretical explanations advanced in prior literature to explain positive market reactions to rivals of the target firms. Copyright © 2012 John Wiley & Sons, Ltd.     

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.     

Market value effects of acquisitions involving internet firms: a resource‐based analysis

While most prior research suggests that the average change in market value of acquiring firms varies closely around zero, recent research grounded in the resource‐based view and organizational learning theory identify positive returns to acquirers. We contribute to this literature by focusing on acquisitions of Internet firms and the potential for the transfer of scarce resources. We hypothesize that acquisitions made by offline firms of Internet firms and by Internet firms of other Internet firms lead to positive market valuation for the acquirer. Results of an event study of 798 acquisitions of Internet firms provided support for these predictions. We also find that prior alliances with online firms do not reduce the gains from such acquisitions to offline firms. Copyright © 2006 John Wiley & Sons, Ltd.     

Product recalls,corporate social responsibility,and firm value: Evidence from the Chinese food industry

Product recalls frequently occur in the Chinese food industry, which is closely linked to public health and social security and attracts significant attention from the government, media, and public. We manually collect food recalls from listed firms in China from 2008 to 2016 and use an event study methodology to investigate the economic consequences of product recalls. First, we find that product recalls result in significantly negative abnormal returns for listed firms. Second, the level of corporate social responsibility (CSR) mitigates the negative effect of food recalls on the wealth of shareholders. Our results are robust to different specifications and measures. This study provides timely evidence and important policy implications for the ongoing food safety crisis in China. The government should release appropriate policies to improve firms’ product quality and activities on CSR in the food industry, which in turn helps the firms obtain benefits.     

Sources of value in takeovers: Synergy or restructuring–implications for target and bidder firms

Advocates of the market for corporate control argue that takeover bids should be accepted because unsuccessful targets tend to lose market value. Other researchers argue that takeover bids should be rejected because the combined firms often perform poorly. However, missing in this debate is the influence of the source of takeover gains on the decision to reject or accept takeover bids. This study posits that value from takeovers can be created by synergy or restructuring. The study suggests that only if the synergy component is dominant should the target firm agree to be taken over. The study then tests the dominance of the source of value in takeovers by examining takeovers that were unsuccessful. The study concludes that, first, restructuring, not synergy, motivated the sample studied and target firms can create the same value independently. Second the need for restructuring was industry-wide. However, even if restructuring is the motive behind a takeover, the target firm has to carry out the restructuring, failing which it does not create any value. The study also suggests reasons for the ambiguous findings in the strategic management merger literature.     

Takeover Risk and Dividend Strategy: A Study of UK Firms

We investigate the relationship between a company’s dividend strategy and its risk of takeover. Our results from a large panel of UK quoted companies suggest that higher dividend payments are associated with a significantly lower conditional probability (hazard) of takeover. Moreover, firms which wish to avoid takeover would be better to distribute the marginal £1 of earnings in dividends rather than investing it in the company. We consider two explanations for these findings. We suggest that the presence of an active market for corporate control could encourage firms to raise dividends to maintain shareholder loyalty.     

Principal‐principal conflicts under weak institutions: A study of corporate takeovers in China

The principal‐principal perspective is tested and extended in the context of corporate takeovers of Chinese publicly listed firms from 1998 to 2007. The resistance of a target firm's controlling shareholder toward potential takeovers reflects the conflict between the principal and minority shareholders. It was found that this resistance weakens when target firms are located in regions with more institutional development, where the minority shareholders' interests are better protected. The resistance also decreases for target firms with CEOs who are politically connected, as these CEOs may be more interested in their own political careers than in representing the interests of the controlling shareholders.Copyright © 2012 John Wiley & Sons, Ltd.     

Owners on both sides of the deal: mergers and acquisitions and overlapping institutional ownership

Using a corporate governance lens, this study considers owners with a stake in both the acquiring and the target firms in the context of mergers and acquisitions. A possible agency problem arises with regard to monitoring implications as managers may be able to take advantage of compromised monitoring because overlapping owners may focus on the aggregate value for both the acquiring and the target firms and nonoverlapping owners may be interested only in the acquirer's side of the deal. The results suggest that when more owners overlap in their ownership of both the acquiring and target firms, the acquiring firms are more likely to experience decreased shareholder value through merger and acquisition deals. This effect, however, can be constrained by stronger board control. Copyright © 2010 John Wiley & Sons, Ltd.