The Long Run Abnormal Performance of UK Acquirers and the Free Cash Flow Hypothesis

Abstract:   Evidence from recent US and UK studies reveals a pattern of poor long run post acquisition performance by acquiring firms. One explanation, due to Jensen (1986) is that acquirers with an excess of free cash flow (FCF) will have a propensity to squander this on wasteful investments, including take‐overs. In this paper, using a dataset of UK take‐overs and proxies for free cash flow similar to those used by Lang, Stulz and Walking (1991) , we find no support for the FCF hypothesis and show that this conclusion is robust to the model of long run returns employed. Contrary to the free cash flow hypothesis there is evidence that acquirers with high free cash flow perform better than acquirers with low free cash flow. Although not consistent with the Jensen hypothesis, this evidence is compatible with the emerging UK evidence that shows cash flow‐to‐price measures are associated with market returns.     

The Impact on UK Acquirers of Domestic, Cross‐border, Public and Private Acquisitions

Abstract:   We examine the announcement and post‐acquisition share returns of UK acquirers in over 4,000 acquisitions of domestic, cross‐border, public and private targets. Domestic public acquisitions result in negative announcement and post‐acquisition returns, whilst cross‐border public acquisitions result in zero announcement returns and negative post‐acquisition returns. In contrast, both domestic and cross‐border private acquisitions result in positive announcement returns and zero post‐acquisition returns. The main differences between private and public acquisitions are that glamour acquirers underperform in public acquisitions but not in private acquisitions, and that acquirers using noncash methods of payment underperform in domestic public acquisitions but not in domestic private acquisitions. Overall, cross‐border acquisitions result in lower announcement and long run returns than domestic acquisitions. In cross‐border acquisitions, those involving high‐tech firms perform relatively well, as do those with low national cultural differences.     

An Examination of the Long Run Performance of UK Acquiring Firms

This study examines a comprehensive data set of large domestic takeovers by UK listed companies between 1984 and 1992. The contribution of this paper is to show, by using a series of models of abnormal returns, together with the Ibbotson (1975) 'Returns Across Time Series' model and a simple cross-sectional model of returns across all listed UK companies, that the average abnormal return for up to two years post-acquisition is unambiguously and significantly negative. In particular, acquirers financing a takeover through equity, and single (as opposed to regular) acquirers exhibit significant negative performance. There is also some evidence to suggest that diversifying acquirers perform worse than non-diversifying acquirers and that recommended bids are associated with poorer subsequent under-performance by acquirers than are hostile bids.     

董事会结构、股权结构与中小企业绩效

以中小企业板2004～2009年数据为基础,分析了中小上市企业董事会结构、股权结构与绩效之间的关系。实证结果表明,中小上市企业的董事会结构、股权结构与绩效之间的内生性特征不显著。董事会规模对Tobin’Q具有负向影响,对总资产收益率无显著影响。CEO双重性对Tobin’Q和总资产收益率分别具有负向影响和正向影响。董事会独立性对总资产收益率具有负向影响,对Tobin’Q无显著影响,表明独立董事在中小上市企业中并未起到有效的监督作用。Tobin’Q和股权集中度之间呈现显著的倒W形关系,但总资产收益率和股权集中度之间无显著相关性。Tobin’Q和总资产收益率与管理层持股之间均呈现显著的N形关系。     

Board Independence,Ownership Structure and Performance: Evidence from Real Estate Investment Trusts

For Real Estate Investment Trusts (REITs), mandatory distribution of income limits free cash flow. But, restrictions on source of income and asset structure result in widely dispersed stock ownership, which makes external monitoring through the takeover market less likely. As such, alternative monitoring mechanisms, including external directors, must be in place to discourage deviant managerial behavior. Using a simultaneous equation system, we conclude that while independent directors enhance REIT performance, the effect is weak. Higher CEO stock ownership and control through tenure and chairmanship of the board reduce the representation by outside directors, and adversely affect REIT performance. Institutional ownership or blockownership fails to serve as alternate disciplining mechanism to (inadequate) monitoring by outside board members, although their presence seems to enhance performance.     

The Interrelationship Between Managerial Ownership and Board Structure

Abstract:  The paper tests the hypothesis that high managerial ownership entrenches managers by allowing the CEO to create a board that is unlikely to monitor. The results show a strong negative relationship between the level of managerial ownership and corporate governance factors, such as, the split of the roles of the CEO and the Chairman, the proportion of non-executive directors, and the appointment of a non-executive director as a Chairman. I also find that companies with low managerial ownership are more likely to change their board structure to comply with the Cadbury (1992) recommendations. The results suggest that managers, through their high ownership, choose a board that is unlikely to monitor. Overall, the findings cast doubt on the effectiveness of the board as an internal corporate governance mechanism when managerial ownership is high.     

基于动态内生性的董事会结构与公司绩效间的跨时期相互作用

在董事会结构与公司绩效间关系的研究中,动态内生性问题通常被忽略。本文以2002-2011年410家上市公司为样本,在动态内生性的框架下,运用动态面板的System GMM估计方法,研究了董事会结构与公司综合绩效间的关系。结果表明：董事会结构与公司绩效间存在动态内生性问题,当期董事会结构与公司绩效没有显著的相关性,前期的董事会结构与公司绩效间存在显著的正相关关系,且前期公司绩效对当期董事会规模产生了显著的正向的反馈效应,但前期公司绩效并未对当期董事会的独立性产生显著影响。     

Shareholder Wealth Effects of European Domestic and Cross‐border Takeover Bids

This paper analyses the short‐term wealth effects of large intra‐European takeover bids. We find announcement effects of 9% for the target firms compared to a statistically significant announcement effect of only 0.7% for the bidders. The type of takeover bid has a large impact on the short‐term wealth effects with hostile takeovers triggering substantially larger price reactions than friendly operations. When a UK firm is involved, the abnormal returns are higher than those of bids involving both a Continental European target and bidder. There is strong evidence that the means of payment in an offer has an impact on the share price. A high market‐to‐book ratio of the target leads to a higher bid premium, but triggers a negative price reaction for the bidding firm. We also investigate whether the predominant reason for takeovers is synergies, agency problems or managerial hubris. Our results suggest that synergies are the prime motivation for bids and that targets and bidders share the wealth gains.     

Re‐assessing the long‐term underperformance of UK Initial Public Offerings

Previous work has identified that IPOs underperform a market index, and the purpose of this paper is to examine the robustness of this finding. We re‐examine the evidence on the long‐term returns of IPOs in the UK using a new data set of firms over the period 1985–92, in which we compare abnormal performance based on a number of alternative methods including a calendar‐time approach. We find that, using an event‐time framework, there are substantial negative abnormal returns to an IPO after the first 3 years irrespective of the benchmark used. However, over the 5 years after an IPO, abnormal returns exhibit less dramatic underperformance, and the conclusion on negative abnormal returns depends on the benchmark applied. Further if these returns are measured in calendar time, we find that the (statistical) significance of underperformance is even less marked.     

Signalling and the Long‐run Performance of Spanish Initial Public Offerings (IPOs)

Abstract:   Academic research into firms that have gone public has focused on the study of two anomalies: initial underpricing and long‐run underperformance. We analyse Spanish Initial Public Offerings to provide additional evidence on the long‐run performance of IPOs and its relationship with initial underpricing. Results reveal the existence of negative long‐run abnormal stock returns, in line with the international literature. Long‐run performance presents a positive relationship with underpricing and the volume of funds obtained in seasoned offerings, in consonance with the predictions of Allen and Faulhaber (1989) , Welch (1989) and Grinblatt and Hwang (1989) .     

The Level and Stability of Institutional Ownership and Firm Performance: Evidence from Taiwan

The purpose of this paper is to investigate the influence of shareholding stability of institutional investors on firm performance. We analyze 647 sample companies listed in the Taiwan Stock Exchange from 2005 to 2009 using the coefficient of variance of institutional holding proportion as the measure for ownership stability. The empirical results show that increasing stability of institutional holdings is related to better firm performance. The low-risk and younger firms with higher CEO incentive compensation, larger insider holdings, and higher growth usually have better performance. Furthermore, when the long-term institutional shareholdings, particularly of foreign institutions, are higher, the firm performance is better.     

Performance and Policy of Foundation‐owned Firms in Germany

This paper compares performance and policy of foundation‐owned firms and of listed corporations in Germany. Foundations have no owners so that there exist no individuals with financial ownership claims on firms which are wholly owned by foundations. This suggests weaker outside control of foundation‐owned firms implying lower profitability. The empirical findings show a slightly better performance of foundation‐owned firms compared to corporations. Foundation‐owned firms display higher labour intensity, lower labour productivity, and lower salary levels. This policy promotes job security without endangering the viability of foundation‐owned firms.     

Governance Mechanisms and Ownership in an Emerging Market: The Case of Turkish Banks

This study investigates the relations of board structure, ownership concentration, and ownership type with the performance of banks operating in Turkey from an agency theory and resource-dependency perspective. We use financial ratios and established measures of board characteristics and ownership structure. Our results indicate that board size and duality do not significantly influence the returns on assets of Turkish banks. On the other hand, the tenure of board members is negatively related to performance. Our analysis of board composition reveals a curvilinear relationship with banks' performance, implying that boards composed of a majority of either insiders or outsiders enjoy high performance. Also, ownership concentration and ownership type do not influence firm performance. The results of the financial variables are robust in all models.     

Decomposing and Testing Long‐term Returns: an Application on Danish IPOs

An improved method for measuring and testing long‐run returns is proposed. The method adjusts for the right‐skewed distribution of long‐run buy‐and‐hold by decomposing average cross‐sectional buy‐and‐hold returns into mean components and volatility components. The method is applied to initial public offerings in Denmark. The mean‐component under performance of initial public offering stocks compared to the market is 30% and significant after 5 years. Compared to matching firms the under performance of IPO stocks is 13% after 5 years but insignificant.     

基金管理公司股权结构与基金绩效研究

本研究采用2004～2010年期间的开放式股票型基金为样本,应用Carhart的四因子模型作为衡量基金投资质量与绩效的评价指标,以基金管理公司的股权结构为切入点,研究基金管理公司组织与股权结构对旗下基金绩效的影响。在控制了基金特征和基金经理特征后,我们发现国有控股和中外合资基金管理公司旗下的基金绩效较好。表明我国基金行业存在国有资本的帮助之手效应;此外,外资参股有利于提高基金业绩。     

Ownership Structure and IPO Underpricing

Abstract:   Stoughton and Zechner (1998) and Brennan and Franks (1997) argue that underpricing can be employed to determine post IPO ownership structure, and thereby to influence monitoring and/or control of the company post issue. This paper employs unique data relating to shareholdings of firms listing on the London Stock Exchange, and provides compelling evidence that IPO underpricing does not arise from efforts to determine the ownership structure of the post IPO firm. It is suggested that research is directed elsewhere to find an answer to the underpricing phenomenon, and for means other than IPO underpricing to affect post IPO ownership structure.     

上市公司股权结构与经营绩效的实证分析

股权结构与公司经营绩效之间的关系一直是国内外学者在理论和实践上争论的问题。股权结构是决定公司治理结构的基础,而公司治理效率的高低最终表现在公司经营绩效上。从股权所有制构成和股权集中度两个方面对我国上市公司的股权结构与经营绩效的实证分析表明,股权结构与经营绩效之间存在非常密切的内在联系。