Subsidiary divestiture and acquisition in a financial crisis: Operational focus, financial constraints, and ownership

We exploit parent- and subsidiary-level data for publicly listed firms in Thailand before, during, and after the 1997 Asian Financial Crisis to investigate the extent to which firms with different types of ownership restructure their business portfolios, in terms of divestitures and acquisitions. We compare restructuring choices made by firms mostly owned by (a) domestic individuals with block shares (family firms), (b) domestic firms and/or institutions (DI firms), and (c) foreign investors (foreign firms). We show that following the crisis (1) foreign firms' restructuring behavior is the least affected; (2) domestic firms owned by families and domestic institutions (DI) behave similarly to one another; (3) domestic firms do not increase divestiture in their peripheral segments to improve operational focus or to obtain cash in a credit crunch; they actually reduce divestiture in core segments; and (4) domestic firms also significantly reduce the acquisition of new subsidiaries. Our results challenge traditional explanations for divestiture such as corporate governance, operational refocus, and financial constraints. They indicate that in the great uncertainty of a crisis, domestic firms are able to hold onto their core assets to avoid fire-sale. In essence, they act more conservatively in churning their business portfolios.     

Comparing acquisitions and divestitures

We study the acquisition and divestiture activity of a sample of 1305 firms from 59 industries during the 1990–1999 period. Consistent with the importance of restructuring activity during the 1990s, we find that half of the sample firms are acquired or engage in a major divestiture. Consistent with the notion that economic change is a source of the observed restructuring activity, we find significant industry clustering in both acquisitions and divestitures. We also study the announcement effects of the two forms of restructuring and find that both acquisitions and divestitures in the 1990s increase shareholder wealth. Moreover, the wealth effects for both acquisitions and divestitures are directly related to the relative size of the event. The symmetric, positive wealth effects for acquisitions and divestitures are consistent with a synergistic explanation for both forms of restructuring and are inconsistent with nonsynergistic models based on entrenchment, empire building and hubris.     

内地企业负担社会保障费用比较研究——以重庆市为例

企业负担职工养老、医疗、住房等社会保障费用是计划经济体制的产物,其结果导致企业包袱沉重,经济效益低下,在市场经济中根本就无法与私营企业、外资企业等其他经济主体进行竞争。为此,改革开放以来,对国有企业进行了较大规模的改制,剥离了企业办教育、医疗等职能,使企业真正成为以经济利益为核心的市场主体。但是,这并不意味着企业现在可以对职工撒手不管。企业在实现自身利益的同时,也应当对职工的医疗、养老承担国家法律和政策赋予的义务。目前的情形是我国企业承担医疗、养老等＂五险一金＂的费用与西方发达国家和不少发展中国家相比较而言,我国企业在这一方面的费用较高,导致企业在经济全球化时代与他们竞争处于不利地位。重庆作为内陆地区城乡统筹的先行试验区,完全可以先行改革,为企业发展创造更加有利的环境。     

关于商业银行公司金融业务发展战略的若干问题探讨（下）

调整经济结构已成为我国宏观经济运行的主旋律,在银行间接融资占主导的背景下,产业结构调整又与银行信贷结构调整密不可分。本文讨论了经济结构、产业结构以及由此引起的信贷结构调整,既是商业银行公司金融业务发展的重大机遇,也构成了前所未有的挑战。我国商业银行必须依托经营环境的变化,制定切合实际、满足可持续发展要求的公司金融业务战略。     

关于商业银行公司金融业务发展战略的若干问题探讨（上）

调整经济结构已成为我国宏观经济运行的主旋律,在银行间接融资占主导的背景下,产业结构调整又与银行信贷结构调整密不可分。本文讨论了经济结构、产业结构以及由此引起的信贷结构调整,既是商业银行公司金融业务发展的重大机遇,也构成了前所未有的挑战。我国商业银行必须依托经营环境的变化,制定切合实际、满足可持续发展要求的公司金融业务战略。     

ADDING VALUE FOR SHAREHOLDERS IN SOUTH AFRICA: AN ANALYSIS OF THE REMBRANDT RESTRUCTURING

Thanks to a restructuring movement known as "unbundling," which involves the selling or otherwise splitting off of unrelated businesses, the South African corporate landscape has changed materially from the system dominated by family controlled groups of companies that the author described in this journal six years ago. Holding companies like Anglo-American, the largest and best known of all the groups, have become more both more focused and more international (in those lines of business they have chosen to retain). At the same time, they have relinquished a good deal of control to outside shareholders.
But if unbundling has succeeded in adding value in some cases, it is by no means a panacea for shareholders. Value is likely to be added for shareholders only when such restructurings are expected to (1) increase the efficiency of existing operations; (2) discontinue value-destroying investments; or (3) encourage new investment only in projects that are expected to return more than their cost of capital. For this reason, a restructuring like the one recently completed by the Rembrandt group—one that simply divided the company into two major parts while retaining the old managerial control structure—does not hold out much promise for shareholders.
Besides challenging the basic premise of the Rembrandt structuring, the author also questions a common practice among financial analysts: the tendency to view a company that trades at a "discount" to its net asset value as an obvious candidate for unbundling. As currently calculated, the relationship between a holding company's market value and the net asset values of its listed (and unlisted) subsidiaries provides an unreliable indication both of the extent to which management has succeeded in delivering value in the past, and whether an unbundling is likely to increase shareholder value in the future.     

Public or private gatekeepers in non-consensual debt restructurings in emerging jurisdictions

In advanced jurisdictions, the choice of a non-consensual debt restructuring is between a public or a private gatekeeper model where either the court or the licensed insolvency professional respectively approves a restructuring plan that binds dissenting creditors. In the United States, the only gateway is found in Chapter 11 of the Bankruptcy Code 1978, which requires court approval and gives the debtor a significant say in the outcome. In contrast, in the United Kingdom, there exist four gateways, only two of which require court approval (scheme of arrangement and restructuring plan), while the remaining two (administration and company voluntary arrangement) give significant powers to the insolvency practitioner to decide on the outcome. In emerging jurisdictions such as Mainland China and India, due to path dependency and lack of institutional capacity, the court-supervised model is chosen as the only or primary gateway to legitimise non-consensual restructurings though the insolvency practitioner has an important statutory role. Using the two jurisdictions as case studies, this article argues that such a choice has several initial benefits but also leads to several problems, including delays in the restructuring, does not necessarily improve substantive outcomes and does not adequately address the shareholder–creditor and creditor–creditor agency costs. This article proposes that for debt restructuring that involves the sale of the business as a going concern, the private gatekeeper should be able to decide on the sale and the distributions following pre-bankruptcy entitlements. Recourse to the court as a public gatekeeper should only be used for reorganisation proceedings.     

2011年我国保险市场发展的研判——基于宏观经济与保险形势

2010年我国保险市场继续保持了较快的发展.保费收入大幅增长,保险在新领域内亦稳步推进,市场竞争结构有所改善,资金运用收益增加,行业资产总额实现"十一五"规划目标.2011年,积极稳健、审慎灵活将成为我国宏观经济政策的基本取向,加快转变经济发展方式是主线,进一步扩大国内需求特别是消费需求,扎实推动产业结构调整等将成为经...     

How to make regulators and shareholders happy under Basel III

In addition to the Basel II capital ratio, Basel III requires banks to respect additional ratios, such as leverage ratio, liquidity coverage ratio and net stable funding ratio. Banks are required to be compliant with all four constraints simultaneously. Our article provides a framework for banks to help their search for an optimal transition from Basel II to Basel III. Recognizing that banks’ return and the four constraints are of linear type, this search can be formulated as a linear program and solved by standard software. Incorporating uncertainty on future defaults, risk weights and withdrawals and formulating the problem as a Chance constrained model does not only yield optimal transition strategies but also determines the internal thresholds for the Basel III-ratios. Our approach needs two standard inputs from controlling: profit margins per product and non-financial adjustment costs to expand or cut back business. The adjustment cost can be used to calibrate the model to the current business mix. This calibration can be done by bank outsiders and allows the model to be used in impact studies to replace ad hoc strategies. To highlight its practicality, we apply our model to a typical German bank with a business mix that complies with Basel II, but not with the Basel III-, capital-, leverage- and net stable funding-ratio. Assuming that its business model is optimal under Basel II, we find that this bank would achieve compliance restructuring its funding side by replacing interbank funding by capital and retail deposits. Additional uncertainty would amplify the magnitude of the changes, but would still affect the same positions. These findings are robust against alternative margin definitions and adjustment cost levels.     

Diversification,Refocusing and Firm Value

At any point in time a firm faces three restructuring choices: diversify, refocus, or do nothing. This study analyses the causes and the consequences of these actions in a unified framework using the appropriate methodologies. Various factors, such as firm's characteristics and multinational nature, its industry's characteristics, its exchange and index inclusion, and divested (or acquired) segment(s)' industry conditions, are considered as the determinants of the diversifying and the refocusing decisions. The estimation results from the corresponding multinomial logit model suggest that refocusing occurs generally due to firm‐specific reasons, and diversification due to outside factors, such as industry and economic conditions. Added or dropped segment's industry profitability, its relationship to the core business of the firm, and its relatedness to the businesses of the conglomerate's other segments have a nontrivial effect on either decision. In a related analysis, the paper explicitly models and estimates the valuation consequences that are sustained by the firm after it undertakes a refocusing or a diversification action. To isolate the changes in firm's value that are due to these decisions only, a 2SLS estimation is used to control for endogeneity that arises because the factors that affect a firm's value are likely to have also induced the firm to make the corresponding decision. The novelty of my approach is in its inclusion of variables measuring the consequences due to both actions, the diversification and the refocusing, in the same valuation equation. Contrary to some earlier findings, I find no evidence of ‘diversification discount’ or ‘refocusing premium.’ The choice of this paper to analyse all corporate restructuring decisions in a unified framework yields valuable business insights into the reasons for undertaking such corporate events.     

我国保险产品结构的合理性分析

近年来,我国保险市场存在着产品结构不合理的现实问题,虽然强调"转方式、调结构",但主要是针对寿险业务结构的调整,并未注意到寿险业务与非寿险业务比例结构的合理性,财产保险市场发展薄弱.本文首先从产品保障功能的角度对产品结构合理性的衡量问题进行了讨论,引入了"非寿险业务占比"指标作为衡量保险业发展健康程度的指标.通过对国际...     

Divestitures and Divisional Investment Policies

We study a sample of diversified firms that alter their organizational structure by divesting a business segment. These firms experience a reduction in the diversification discount after the divestiture. We show that the efficiency of segment investment increases substantially following the divestiture and that this improvement is associated with a decrease in the diversification discount. Our results support the corporate focus and financing hypotheses for corporate divestitures. We demonstrate that inefficient investment is partly responsible for the diversification discount and show that asset sales lead to an improvement in the efficiency of investment for remaining divisions.     

On Corporate Divestiture

This paper investigates why firms choose to divest their units/segments, and how firms choose among the three divestiture mechanisms (equity carveout, spinoff, and asset selloff). A direct comparison is conducted on firms viable choices on a comprehensive sample of corporate divestiture transactions in the period of 1985-1998. Our multinomial logit analysis provides a complete picture on corporate divestitures. We find that, in support for the focusing hypothesis, highly diversified firms are more likely to divest units when suffering from low operating efficiency. Our results are also consistent with the proposition that firms are divesting to relax their credit constraint, as firms with higher leverage ratios and low cash income are more likely to engage in carveouts or selloffs. We find limited evidence of information asymmetry as the major determinant of divestitures. We provide new findings on firms choice among the three divestiture options. We report that, conditioned on the decision to divest, firms mainly use asset selloffs in divesting smaller units operating in the same industry. Firms with larger divested units are more likely to use spinoff or carveout transactions. Parent firms having high revenue growth, high book-to-market ratio, and divesting unit when market sentiment is high are less likely to use spinoffs. Firms having high dividend yield, less information asymmetry, and divesting units operating in different industries are more likely to use carveout as an exit mechanism. Alternative specification of an ordered logit analysis generates consistent findings.JEL Classification: G34     

Restructuring Using Operating Asset Exchanges: Issues and Evidence

This study examines restructuring in which a firm divests an operating asset in exchange for another operating asset. Since liquidity, capital structure, and distributional issues are not immediately associated with tax‐free asset‐for‐asset exchanges, they are well suited for examining the competing hypotheses related to divestitures. We find that the abnormal returns associated with asset exchanges are generally smaller than those associated with other divestiture restructurings except when indications of value are provided. Our analysis identifies positive valuation effects for firms undertaking focus‐enhancing exchanges, but a dominating consideration is whether the value of the units traded is indicated.     

HARVESTING VALUE FROM ENTREPRENEURIAL SUCCESS

This article discusses ways for entrepreneurs to gain liquidity from their businesses, either with or without a sale of the business. In today's financial arena there is a wide variety of methods and financing vehicles that can enable private companies to harvest liquidity to meet their own needs for growth, the consumption requirements of their founders, or the challenges of tax and estate planning. For companies with limited growth opportunities but fairly stable cash flows, the alternatives range from orderly liquidation to highly leveraged transfers of ownership such as those accomplished by leveraged buyouts, ESOPs, and mezzanine finance. For companies with abundant growth opportunities, value is typically maximized through sale to a strategic buyer or an initial public offering of equity (although a new hybrid called the "private IPO" has recently emerged that looks more like an LBO than an IPO).
In order to achieve its full potential, a company should be financed in such a way that enables it to continue through its natural business lifecycle, regardless of whether that matches the human lifecycle of its founder. So long as leadership succession can be arranged, the business lifecycle can determine the course of the company. Indeed, selling the business is the value-maximizing solution only if there is a strategic buyer willing to pay a premium above the business's stand-alone value, or if the founder wants to withdraw from the business and has no preferred successor.
Moreover, for the vast majority of companies, going public is not the recommended means for "cashing out." An IPO is likely to be a value-maximizing (and emotionally satisfying) experience only for (1) companies with valuable growth prospects that require funding for investment and (2) owner-entrepreneurs who are willing to subject themselves to the scrutiny and fluctuations of the market.     

Maidum's challenge,legal and governance issues in dealing with cross-border business enterprise group insolvencies

Maidum was an early Egyptian pyramid, the first attempt to build a true pyramid; but it suffered a spectacular collapse. In many jurisdictions, corporate structures are pyramidal in shape, with related enterprises conducting business in multiple jurisdictions. Where such structures financially collapse, creditors of different entities within a business enterprise group compete for limited assets that may or may not be located in the entity in which they have advanced credit and thus have claims. This article discusses the challenges posed by cross-border business enterprise group insolvency and the range of procedural mechanisms that may be available to protect creditors' claims, articulating broad principles that should be considered in such cases. The choice of cooperation and coordination mechanism is driven in part by whether the particular jurisdiction emphasizes liquidation or restructuring as the objective of the insolvency proceeding. Copyright © 2008 John Wiley & Sons, Ltd.     

Corporate Restructurings: A Comparison of Equity Carve-outs and Spin-offs

In this paper we examine divisive corporate restructurings in which a firm takes a subsidiary public. Using a sample of 64 spin-off and 76 carve-out firms during 1991–1997, we find firms carve-out subsidiaries with higher market demand. These subsidiaries are more frequently in related industries than spin-offs. The carve-out firms are also more likely to be cash constrained and have lower marginal tax rates, but are not likely to be considering financial reporting synergies when structuring the divestiture. These results provide evidence that factors impacting the divestiture choice related to Master Limited partnerships, as studied previously, differ when divesting a corporate subsidiary.     

中小企业集合债券融资机制的完善

中小企业集合债券是我国独有的一种新型融资方式,但其因发行主体复杂、集合企业筛选不规范、担保难等问题,暂时未能广泛推行。本文在对中小企业集合债券现状调研的基础上,通过分析当前集合债券融资机制存在的不足,提出加快制定相关政策法规、推动担保行业结构调整、降低准入门槛和优化发债企业的组合设计等措施,以完善中小企业集合债券的融资机制。     

Why Hang on to Losers? Divestitures and Takeovers

We study the divestiture decisions of managers who care about their reputations. Managers' divestiture and investment decisions are publicly observable, but managers privately observe signals with respect to the future payoff distribution of investments they have initiated. We establish that in equilibrium there is too little divestiture. These inefficiencies create the opportunity for wealth-enhancing divestiture-motivated takeovers. A key result is that only managers of targets with “middle of the road” asset specificity should consider the takeover threat credible. These findings suggest that uniqueness of assets is an important determinant of both agency costs and takeover activity. Our analysis leads to several empirical predictions.     

Restructuring and Firm Value: The Effects of Profitability and Restructuring Purpose

This study extends prior research on the information content of restructuring charges. We find that the relationship between restructuring activities and returns during the restructuring charge year is different for loss firms than for profit firms. Restructurings that are primarily intended to either eliminate personnel or exit a line of business are positively associated with returns of the loss firms, suggesting that investors view these activities as value-increasing. In contrast, common stock returns of profit firms exhibit a nonpositive association with restructuring charges. Overall, our results point to the role of the context and the content of the restructuring announcement in the market's assessment of the value relevance of restructuring charges reported in the financial statements.