THE CHOICE BETWEEN MERGERS/ACQUISITIONS AND JOINT VENTURES: THE CASE OF JAPANESE INVESTORS IN THE UNITED STATES

This paper investigates the determinants of the choice between two alternative methods of pooling similar and complementary assets: the merger/acquisition and the greenfield equity joint venture. Two theories of the determinants of that choice are tested on a sample of Japanese investments in the United States. The results show that equity joint ventures are preferred over acquisitions when the desired assets are linked to nondesired assets because the U.S. firm owning them is large and not divisionalized, when the Japanese investor has little previous experience of the American market and hence seeks to avoid postmerger integration problems, when the Japanese investor and the U.S. partner manufacture the same product, and when the industry entered is growing neither very rapidly nor very slowly. © 1997 by John Wiley & Sons, Ltd.     

Leveraging foreign institutional logic in the adoption of stock option pay among Japanese firms

Research summary : We investigate why Japanese firms have adopted executive stock option pay, which was developed with shareholder‐oriented institutional logic that was inconsistent with Japanese stakeholder‐oriented institutional logic. We argue that Japanese managers have self‐serving incentives to leverage stock ownership of foreign investors and their associated institutional logic to legitimize the adoption of stock option pay. Our empirical analyses with a large sample of Japanese firms between 1997 and 2007 show that when managers have elite education, high pay inequality with ordinary employees, and when firms experience poor sales growth, foreign ownership is more likely associated with the adoption of stock option pay. The study shows the active role of managers in facilitating the diffusion of a new governance practice embodying new institutional logic. Managerial summary : Why have Japanese firms adopted stock option pay for executives? Inconsistent with Japanese stakeholder‐oriented tradition in corporate governance, such pay has been believed to prioritize managerial attention to the interests of shareholders over those of other stakeholders. However, to the extent that shareholders' interests are legitimate in the Japanese context, executives who have self‐serving incentives to adopt such pay can leverage the need to look after shareholders' interest in their firms to legitimize their decisions. In a large sample of Japanese firms, we find that foreign ownership (representing shareholders' interests) is more likely to be associated with the adoption of stock option pay when managers are motivated to receive such pay, such as when they have elite education, high pay inequality with ordinary employees, or poor sales growth. Copyright © 2015 John Wiley & Sons, Ltd.     

The Value of Liquidity

In this study, we examine the relationship between the liquidity of equity and its market value. We find that creating liquid equity claims on relatively illiquid property assets increases value by 12–22%. However, the fixed costs associated with creating these claims offset these liquidity gains for pools of assets below $100 million. We also estimate that the liquidity of individual properties adds 16% to their value relative to a notional nontradable property asset. Managers can enhance the liquidity of equity and, therefore, the benefits of securitization by increasing size, focus, and institutional ownership.     

How does firm experience and institutional distance impact ownership choice in high‐technology acquisitions?

One of the critical reasons for a firm to acquire other firms is to access new technology. This study seeks to understand what ownership position a firm should take in foreign markets if the target is in a high‐technology industry. Specifically, it looks at how firm‐level experience and institutional distance could impact this ownership. Using logistic regression models on a sample of 1,091 cross‐border acquisitions undertaken by firms from 36 countries over an 8‐year time period (2001–2008), we find that when firms acquire targets in a high‐technology industry, they resort to partial acquisitions. Our analysis further suggests that when firms seek targets in high‐technology industries but have experience with acquisitions or face higher institutional distance, the likelihood of full acquisitions over partial ones increases. Study findings contribute to our understanding of the interactive relationship among technology, experience, and institutional distance in determining appropriate ownership choices.     

Ownership structure and economic performance in the largest european companies

The paper examines the impact of ownership structure on company economic performance in 435 of the largest European companies. Controlling for industry, capital structure and nation effects we find a positive effect of ownership concentration on shareholder value (market‐to‐book value of equity) and profitability (asset returns), but the effect levels off for high ownership shares. Furthermore we propose and support the hypothesis that the identity of large owners—family, bank, institutional investor, government, and other companies—has important implications for corporate strategy and performance. For example, compared to other owner identities, financial investor ownership is found to be associated with higher shareholder value and profitability, but lower sales growth. The effect of ownership concentration is also found to depend on owner identity. Copyright © 2000 John Wiley & Sons, Ltd.     

Whole vs. shared ownership of foreign affiliates

This paper studies why multinational firms often share ownership of a foreign affiliate with a local partner even in the absence of government restrictions on ownership. We show that shared ownership may arise, if (i) the partner owns assets that are potentially important for the investment project, and (ii) the value of these assets is private information. In this context shared ownership acts as a screening device. Our model predicts that the multinational's ownership share is increasing in its productivity, with the most productive multinationals choosing not to rely on a foreign partner at all. This prediction is shown to be consistent with data on the ownership choices of Japanese multinationals.     

Rent appropriation of knowledge‐based assets and firm performance when institutions are weak: A study of Chinese publicly listed firms

Research summary : A firm's strategic investments in knowledge‐based assets through research and development (R&D) can generate economic rents for the firm, and thus are expected to affect positively a firm's financial performance. However, weak protection of minority shareholders, weak property rights, and ineffective law enforcement can allow those rents to be appropriated disproportionately by a firm's powerful insiders such as large owners and top managers. Recent data on Chinese publicly listed firms during 2007–2012 were used to demonstrate that the expected positive relationship between knowledge assets and performance is weaker in transition economies when a firm's ownership is highly concentrated and its managers have wide discretion. Moreover, rent appropriation by insiders was shown to vary with the levels of institutional development in which a firm operates. Managerial summary : Investing in knowledge‐based intangible assets (e.g., R&D) is an important value‐creation activity for the firm. Such value creation process can be facilitated by large shareholders and powerful managers, who can then take an advantageous position with critical insider information on these valuable intangible assets and therefore enjoy more opportunities to appropriate more value from them, leaving less value for other minority shareholders. The value distribution becomes increasingly skewed against minority shareholders when the institutional protection for them is weak. Indeed, in a large sample of Chinese publicly listed firms, we found that R&D investment becomes less positively associated with firm financial performance with the presence of large shareholders, high managerial equity, or CEO/Chairman duality, especially in Chinese provinces with weak institutional development. Copyright © 2016 John Wiley & Sons, Ltd.     

R&D capabilities,intellectual property strength and choice of equity ownership in cross-border acquisitions: evidence from BRICS acquirers in Europe

The aim of the study is to investigate two relatively underexplored factors, namely, the R&D (research and development) capabilities of target firms and the strength of intellectual property (IP) institutions in target economies, that influences the choice of equity ownership in cross border acquisitions (CBAs) undertaken by multinational enterprises (MNEs) from BRICS (Brazil, Russia, India, China and South Africa) economies. They developed the key hypothesis on foreign market entry through CBAs by incorporating insights from transaction costs economics, the resource-based view and institutional theory to investigate the determinants of full versus partial equity ownership. Using logistic regression estimation methods to a sample of 111 CBA deals of BRICS MNEs in 22 European countries, it was found that BRICS MNEs were likely to pursue full rather than partial acquisition mode when target firms have high R&D capabilities. However, the greater the degree of strength of IP institutions in target economies and higher the target firms’ R&D capabilities, the more likely it is for BRICS MNEs to undertake partial, rather than, full acquisition mode. They provided interesting theoretical insights and managerial implications that might underlie some of the key findings on CBAs by emerging market MNEs.     

The Impact of Global Capital Market Exposure and Stable Ownership on Investor Relations Practices and Performance of Japanese Firms

This paper examines whether greater exposure to global capital markets, stable share ownership, and group affiliation of Japanese firms have any impact on the quality of their investor relations practices (IR) and market-value added (MVA). The results indicate that foreign ownership and foreign listings are positively associated with IR. Foreign listings are also positively associated with MVA. However, stable ownership and group affiliation do not seem to have any impact on IR. These findings suggest that Japanese firms that are more exposed to global capital markets are more likely to adopt shareholder-oriented policies rather than stakeholder-oriented policies.     

The impact of earnings expectations on corporate downsizing

Research Summary: We propose that due to financial market pressures, managers are forward‐looking in their search and decision processes and focus on meeting performance targets set by the financial community. Using panel data on S&P 100 companies, we find that pressure felt by management to meet the analyst consensus earnings estimate influences the extent of corporate downsizing. Moreover, our results show that high levels of institutional investor stock ownership and CEO power attenuate managers’ sensitivity to financial market pressures, while high levels of analyst coverage increase their sensitivity. Managerial Summary: In this study we examine how financial market pressures influence managers’ downsizing decisions. We argue that investment analysts’ earnings estimates represent important performance targets to which managers aspire. If firms fail to meet analysts’ expectations, the stock price will suffer. This study shows that managers utilize corporate downsizing to address the potential shortfall between a firm's future performance and the analyst consensus earnings estimate. In addition, we find that managers’ concerns over meeting analysts’ earnings estimates are influenced by various contextual factors such as institutional investor stock ownership, CEO power, and high levels of analyst coverage.     

On the Relationship between Japanese Manufacturing Firms and their Domestic Subsidiaries

Much past research on ownership policy has dealt with foreign subsidiaries. In this paper, we study the ownership relationship between Japanese firms and their publicly-traded domestic subsidiaries. Using a transaction cost framework, we find that benefiting from high subsidiary profitability is not the sole motivation behind parent firms' decisions regarding equity control of their subsidiaries. Our results indicate that different policies are adopted by Japanese firms with respect to domestic and foreign subsidiaries.     

Housing,Wealth, Income and Consumption: China and Homeownership Heterogeneity

Impacts on consumer spending in urban China associated with housing value, housing equity, financial assets and household income are evaluated using longitudinal data from the China Family Panel Studies (CFPS) survey. Findings suggest that the housing wealth effect on household consumption in China is much larger than has been shown for developed economies. The larger impact is prospectively related to structural limits on investing which favor real estate ownership, along with the dominant position of housing in total household wealth. We also find that a household's consumption varies across housing tenure. Homeowners having joint ownership of property on average have the highest consumption propensity, while those having sole ownership of property consume the most in response to appreciation in housing wealth.     

Entry mode and equity level: A multilevel examination of foreign direct investment ownership structure

Over the last two decades, strategy researchers have sought to understand the ownership structure of firms' foreign direct investments (FDI) as reflected in entry mode and equity level. However, prior FDI research has ignored the interrelated nature of these key FDI decisions. In addition, prior research does not fully account for the fact that individual ownership structure decisions occur within the context of a firm's broader FDI portfolio, and thus reflect a wide and frequently unobserved range of parent firm and host nation effects. Our research seeks to address both of these limitations. Using a rich dataset of 4,459 subsidiaries established by 858 Japanese firms across 38 countries over a 9‐year period, we specify a conditional bivariate, cross‐classified multilevel model of FDI ownership structure. Our model enables the joint estimation of entry mode and equity level, accounts for the portfolio nature of FDI, and compares the relative predictive power of transaction cost‐ and experience‐based explanatory variables across both facets of ownership structure. Copyright © 2007 John Wiley & Sons, Ltd.     

Frequency and directional reversal of equity ownership change in international joint ventures

Changes in equity ownership between international joint venture (IJV) partners over an IJV life-course represent an important behavioral manifestation of relational dynamics. We examine each occurrence of equity ownership change for two salient temporal properties: frequency (how often ownership change occurs) and directional reversal (when a partner buys and then sells, or vice versa, equity shares from another partner). Building on social exchange theory, we propose that initial partner equity imbalance and partners’ country’s individualism-collectivist culture has an imprinting effect on the likelihood of ownership change for both temporal properties. We developed a data set consisting of all equity changes in 200 Japanese automotive suppliers’ IJVs and found support for our hypotheses while controlling for transaction cost explanations. Our findings contribute to IJV research by shedding light on temporal aspects of equity ownership change over an IJV’s life course as well as the underlying exchange dynamics and the stability of IJV equity ownership distribution among partners.     

Strategic investments in Japanese corporations: do foreign portfolio owners foster underinvestment or appropriate investment?

This paper investigates the effect of foreign ownership on strategic investments in Japanese corporations. Foreign owners are typically portfolio investors who frequently buy and sell shares and hold diversified portfolios of small stakes in many firms. Prior research has presented two conflicting perspectives on the role of such investors: (a) their frequent trading leads to pressure for short‐term returns that fosters underinvestment; (b) their active trading fosters appropriate investments. We investigated the relationship between foreign ownership and strategic investments using dynamic panel data analysis of a sample of 146 Japanese manufacturing firms from 1991 to 1997. We found that foreign ownership enhances strategic investments (in R&D and capital intensity) to a greater extent when firms have growth opportunities than when they lack such opportunities. We conclude that foreign ownership fosters appropriate investment. Copyright © 2006 John Wiley & Sons, Ltd.     

THE FORMATION OF JAPANESE AND U.S. EQUITY JOINT VENTURES IN CHINA

This study examines the characteristics of Japanese and U.S. equity joint ventures (EJVs) in China over a 15-year period. These EJVs were announced between 1979 and the end of 1993. Substantial differences are found with respect to six key characteristics. They are: selection of the Chinese partner, selection of the second foreign partner (when more than one foreign partner is involved), foreign equity ownership, foreign capital contribution, EJV business scope, and the EJV location. Tentative explanations for these differences are offered from the perspectives of risk orientation, cultural similarities, and the impact of political events in China. © 1997 by John Wiley & Sons, Ltd.     

Host Country’s Intellectual Property Rights and Firm’s Equity Participation

There has been an important debate on whether the degree of intellectual property rights (IPR) protection in a host country affects the choice of ownership structure of a transnational firm (TNF) for its affiliate. It is argued that a TNF’s equity participation in its affiliate is used to exert control and to protect its assets. Firms with greater equity ownership can control better the extent of the technology spillover, and thus compensate for weaker IPR protection in the host country, than can firms that do not have as large an equity participation in their affiliates. Using a unique data set of a newly developed country’s (South Korea) TNFs, this paper shows that there is a negative relationship between a host country’s standards of IPR protection and a TNF’s equity participation.      

Inside Ownership, Risk Sharing and Tobin's q-Ratios: Evidence from REITs

We investigate relations among inside ownership, managerial expenses, risk sharing and equity valuations. Our engine of analysis—Real Estate Investment Trusts (REITs)—provides a unique and rich framework for analysis since we can calculate extremely accurate measures of asset replacement costs, and hence relative valuation (Tobin's q ). Further, the nature of the financial statements allows us to examine the impact of insider ownership on agency costs since we can accurately measure the costs of the entire management team. Our results show that firms with greater insider holdings tend to invest in assets with lower systematic risk and use less debt in their capital structure. At the same time, managerial expenses are lower as inside ownership increases. Finally, higher levels of insider ownership are associated with higher relative valuation as measured by both higher premiums to net asset value and higher multiples of cash flows. The results have implications for the design of optimal management contracts for both REITs and firms in general.     

How do international joint ventures create shareholder value?

This study attempts to identify conditions under which announcements of international joint venture (JV) formation lead to increases in shareholder value of participating U.S. firms. It does so by combining the singular theoretical foci of previous work on the topic and specifying previously unconsidered, but conceptually important, influences on firms' expected JV performance. The study's findings indicate support for the hypothesized effect of variables in partners' task‐related, competitive, and structural context(s), but not those in these firms' partner‐related and institutional context(s). Specifically, partner–venture business relatedness, the pursuit of R&D‐oriented activity, greater equity ownership, and large firm size, all are found to have a positive impact on firms' JV‐based value creation. Although this study finds support for the performance impact of firm‐level competition, the direction of this impact is contrary to that hypothesized. No support is found for hypothesized effect of partner–partner business relatedness, previous JV experience, partners' relative firm size, (national) cultural relatedness, and JV host country political risk. Copyright © 2000 John Wiley & Sons, Ltd.     

Governance,ownership structure,and performance of IPO firms: the impact of different types of private equity investors and institutional environments

This paper examines performance effects of ownership concentration and two types of private equity investors (venture capitalists and business angels) in firms that have recently undergone an initial public offering (IPO) in the United Kingdom and France. We expand and contextualize nascent understanding of multiple agency theory by examining heterogeneity of private equity investors and by suggesting that multiple agency relationships are affected by different institutional contexts. We employ a unique, hand‐collected dataset of 224 matched IPOs (112 in each country). Controlling for the endogeneity of private equity investors' retained share ownership, we find support for the agency theory argument that concentrated ownership improves IPOs' performance. The research also shows that the two types of private equity investors have a differential impact on performance, and the legal institutions in a given country moderate this impact. Copyright © 2009 John Wiley & Sons, Ltd.