The impact of bank merger growth on CEO compensation

We examine the impact of bank mergers on chief executive officer (CEO) compensation during the period 1992–2014, a period characterised by significant banking consolidation. We show that CEO compensation is positively related to both merger growth and non‐merger internal growth, with the former relationship being higher in magnitude. While CEO pay–risk sensitivity is not significantly related to merger growth, CEO pay–performance sensitivity is negatively and significantly related to merger growth. Collectively, our results suggest that, through bank mergers, CEOs can earn higher compensation and decouple personal wealth from bank performance. Furthermore, we document a more severe agency problem in CEO compensation as a consequence of bank mergers relative to mergers in industrial firms. Finally, we find that the post‐financial crisis regulatory reform of executive compensation in banks has limited effectiveness in curbing the merger–pay links.     

Post‐merger strategy and performance: evidence from the US and European banking industries

The banking industry has one of the most active markets for mergers and acquisitions. However, little is known about the type of operational strategies adopted by banking firms in the years following a deal. For a sample of bidding banks in the USA and Europe, this study compares the design and performance implications of different post‐merger strategies in both geographical regions. Using accounting data, we show that European banks pursue a cost‐cutting strategy by increasing efficiency levels vis‐à‐vis non‐merging banks and by cutting back on both labour costs and lending activities. US banks, on the other hand, raise both interest and non‐interest income in the post‐merger period.     

The effect of large audit firm mergers on audit pricing in the UK

This paper examines the effects on UK audit market concentration and pricing of mergers between the large audit firms and the demise of Andersen. Based on data over the period 1985–2002, it appears that mergers contributed to a rise in concentration ratios to levels that suggest concern about the potential for monopoly pricing. The high concentration ratios have not improved the level of price competition in the UK audit market. Our pooled models suggest that concentration ratios are associated with higher audit fees. The evidence suggests that the effects of mergers between big firms on brand name fee premium and on price competition vary depending on the particular circumstances. The brand name premium is strongest for the largest quartile of companies prior to the mergers. After the Big Six mergers, the premium increases for average‐sized companies but falls for the smallest and largest companies. Following the PricewaterhouseCoopers merger, the premium increases for below median‐sized clients but decreases for above‐median sized clients. For the Deloitte‐Andersen transaction, the premium falls for the smallest and largest companies but increases for those in the second quartile. Our results provide evidence that auditees are likely to pay higher fees if their auditor merges with a larger counterpart. We attribute merger‐related fee hikes to product differentiation, rather than anti‐competitive pricing.     

Post‐Merger Performance of Bank Holding Companies, 1987–1998

This paper examines the results of material mergers between bank holding companies (BHCs). Merged BHCs experience post‐merger profitability below the industry average. The market reaction to the merger announcements is significantly negative. The most important causes of the poor post‐merger performance are credit quality and the inadequate generation of fee income. Asset mix and capitalization also play a major part. The controllability of these items demonstrates the management challenge associated with a material merger.     

Stock price firm‐specific information on the choice of stock payment in mergers and acquisitions

Previous studies on the choice of stock payment in M&A mainly focus on managerial private information. This study shows that managers also learn new firm‐specific information from financial markets in making this decision. The acquirer's stock price firm‐specific information increases the stock‐payment‐to‐Q sensitivity. The target's stock price firm‐specific information decreases the stock payment probability. Further analyses on deal and firm characteristics as well as shareholder wealth in stock mergers support the managerial learning argument. Overall, this study highlights a new set of information that affects the form of merger payment in mergers and acquisitions.     

INTERSTATE BANKING DEREGULATION AND THE CHANGING NATURE OF BANK MERGERS

We examine a sample of 443 bank mergers between publicly traded banks announced during the 1990s to investigate empirically the role of full interstate banking deregulation. The pre‐deregulation 1990s are characterized by value creation, with mergers involving a high degree of branch overlap experiencing significant announcement gains. Bank mergers in the post‐deregulation 1990s, however, fail to create value, and mergers with a high degree of branch overlap actually experience significant losses. Consistent with prior research, these valuation consequences are magnified for large bank mergers in the 1990s. Overall, our results are consistent with the broader literature on corporate control, suggesting that an economic shock can materially alter industry structure and the economic rationale for the efficient reallocation of assets through merger activity.     

The accuracy of hospital merger screening methods

This article analyzes the accuracy of various prospective hospital merger screening methods used by antitrust agencies and the courts. The predictions of the screening methods calculated with pre‐merger data are compared with the actual post‐merger price changes of 28 hospital mergers measured relative to controls. The evaluated screening methods include traditional structural measures (e.g., Herfindahl‐Hirschman Index), measures derived from hospital competition models (e.g., diversion ratios, willingness‐to‐pay, and upward pricing pressure), and hospital merger simulation. Willingness‐to‐pay and upward pricing pressure are found to be more accurate at flagging potentially anticompetitive mergers for further investigation than traditional methods.     

Merger Announcements and Insider Trading Activity: An Empirical Investigation

This paper provides evidence of excess returns earned by investors in acquired firms prior to the first public announcement of planned mergers. The study is distinguished from earlier merger studies in its use of daily holding period returns for the 194 firms sampled. The results confirm statistically what most traders already know. Impending merger announcements are poorly held secrets, and trading on this nonpublic information abounds. Specifically, leakage of inside information is a pervasive problem occurring at a significant level up to 12 trading days prior to the first public announcement of a proposed merger.     

Examining the process of performance measurement system design and implementation in two Italian public service organizations

In the last two decades, the adoption of new public management (NPM) practices in the public sector has increased as public sector organizations seek to improve efficiency, effectiveness and public accountability. We present case study findings of a NPM initiative to implement balanced scorecard (BSC) performance measurement systems in two Italian public sector organizations. This study considers the question of whether the BSC development process can be effectively translated into the public sector context. Our findings highlight the importance of aligning the development of performance management systems with a greater understanding of the internal and external environment of public sector organizations. Our results further emphasize the significant role of emergent stakeholders and management culture for the success of NPM performance management initiatives.     

United We Stand: A Strategic Analysis of Mergers in Higher Education

A great deal has been written about mergers in industry, but those in the public sector have received much less attention. This article sets out to redress the balance, analysing 30 recent merger examples in the higher education (HE) sector. It draws parallels with the wider literature, and includes recommendations for practitioners.     

Education

A great deal has been written about mergers in industry, but those in the public sector have received much less attention. This article sets out to redress the balance, analysing 30 recent merger examples in the higher education (HE) sector. It draws parallels with the wider literature, and includes recommendations for practitioners.     

The Impact of IFRS Adoption on Public Sector Financial Statements

Following a sector neutral approach to standard setting for about a decade, New Zealand adopted International Financial Reporting Standards (IFRS) for profit‐oriented entities and all other sectors including the public sector, from 2007 with the option to adopt early in 2005. Some studies have examined the impact of IFRS adoption on the accounts of profit‐oriented entities and found that this change had a significant impact on assets, liabilities and equity. This study examines the impact of adoption of IFRS on New Zealand public sector entities’ financial statements. We analyse and compare the reconciliation notes of IFRS and pre‐IFRS New Zealand Generally Accepted Accounting Principles (NZ GAAP) reported in the first IFRS annual reports of all New Zealand public sector entities. The results indicate that there have been some significant increases in assets and liabilities, and significant decreases to overall equity in some sub‐sectors of the public sector. The primary causes of such changes were recognition of employee entitlements (IAS 19) and recognition of derivative financial instruments (IAS 39) for many public sector entities, as well as remeasurement of deferred taxation for public sector commercial enterprises (IAS 12). In addition, public sector entities made many reclassifications between current and non‐current financial statement elements that did not impact on the aggregate balances of the entities’ balance sheets. In general, the findings of this study are similar to findings of studies that examined the impact of IFRS on private enterprises. The findings of this study contribute to the understanding of the implication of IFRS adoption and might be useful to policy makers and regulators who are currently reviewing the applicability of IFRS to public sectors in Australia and New Zealand and other countries.     

How Much Is Too Much: Are Merger Premiums Too High?

Is it too much to pay target firm shareholders a 50% premium on top of market price? Or is it too much to pay a 100% premium when pursuing mergers and acquisitions? How much is too much? In this paper, we examine how the extent of merger premiums paid impacts both the long‐run and announcement period stock returns of acquiring firms. We find no evidence that acquirers paying high premiums underperform those paying relatively low premiums in three years following mergers, and the result is robust after controlling for a variety of firm and deal characteristics. Short term cumulative abnormal returns are moreover positively correlated to the level of the premium paid by acquirers. Our evidence therefore suggests that high merger premiums paid are unlikely to be responsible for acquirers' long‐run post merger underperformance.     

Who Writes the News? Corporate Press Releases during Merger Negotiations

Firms have an incentive to manage media coverage to influence their stock prices during important corporate events. Using comprehensive data on media coverage and merger negotiations, we find that bidders in stock mergers originate substantially more news stories after the start of merger negotiations, but before the public announcement. This strategy generates a short‐lived run‐up in bidders' stock prices during the period when the stock exchange ratio is determined, which substantially impacts the takeover price. Our results demonstrate that the timing and content of financial media coverage may be biased by firms seeking to manipulate their stock price.     

The impacts of stricter merger legislation on bank mergers and acquisitions: Too-Big-To-Fail and competition

The effect of regulations on the banking sector is a key question for financial intermediation. This paper provides evidence that merger control regulation, although not directly targeted at the banking sector, has substantial economic effects on bank mergers. Based on an extensive sample of European countries, we show that target announcement premia increased by up to 16 percentage points for mergers involving control shifts after changes in merger legislation, consistent with a market expectation of increased profitability. These effects go hand-in-hand with a reduction in the propensity for mergers to create banks that are too-big-to-fail in their country.     

How Much Did Banks Pay to Become Too-Big-To-Fail and to Become Systemically Important?

This paper estimates the value of the too-big-to-fail (TBTF) subsidy. Using data from the merger boom of 1991–2004, we find that banking organizations were willing to pay an added premium for mergers that would put them over the asset sizes that are commonly viewed as the thresholds for being TBTF. We estimate at least $15 billion in added premiums for the eight merger deals that brought the organizations to over $100 billion in assets. In addition, we find that both the stock and bond markets reacted positively to these TBTF merger deals. Our estimated TBTF subsidy is large enough to create serious concern, particularly since the recently assisted mergers have effectively allowed for TBTF banking organizations to become even bigger and for nonbanks to become part of TBTF banking organizations, thus extending the TBTF subsidy beyond banking.     

Deal Size,Bid Premium,and Gains in Bank Mergers: The Impact of Managerial Motivations

Do mergers with greater target relative to acquirer size create more value than mergers with smaller relative sized targets? Do larger bid amounts represent wealth transfers from acquirers or do they signal greater expected merger gains? We hypothesize that the relations among aggregate merger gains, relative size, and bid premiums are asymmetric across mergers made by value‐enhancing versus value‐reducing managers. We use a large sample of bank mergers to test these predictions and find that the value response to different explanatory variables is asymmetric. Our findings provide new insights into how the market values merger bids.     

LABOR MARKET CONSEQUENCES FOR BUSY DIRECTORS: EVIDENCE FROM INTERNATIONAL MERGERS AND ACQUISITIONS

Using 13,233 acquisitions from 57 countries, we examine merger and acquisition (M&A) decisions made by busy boards. We find that few busy acquirers originate from emerging markets and that they tend to undertake cross‐border mergers, favor public targets, finance with cash and equity, pursue nondiversifying mergers, avoid targets with multiple bidders, and long‐term underperform relative to nonbusy acquirers. Importantly, we discover a nonlinear relation between an acquirer's board busyness and merger announcement returns. We find that the labor market penalizes directors who approve bad acquisitions but does not reward them for good mergers. We find a similar nonlinear relation between an acquirer's board busyness and its long‐term performance along with a suggestion of an optimal board busyness.     

Bank Mergers and Small Firm Finance: Evidence from Lender Liability

As a merger approaches, the value of repeat business for the target bank can drop sharply, so loan relationships between this bank and small businesses are often disrupted. Small firms sometimes experience serious value destruction as a consequence of this sudden lack of credit. This paper shows that lender liability may result from bank mergers and bankers involved in mergers often engage in aggressive, scorched‐earth defense tactics to discourage further litigation. I summarize six lender liability cases to illustrate these points. Bank mergers have been shown to reduce credit availability in a number of studies. Since small firms depend on credit for their daily existence, owners of small firms do have a reason to fear a merger of their bank with a larger institution. Analyzing merger effects with survey data of firms obtained after a bank merger, an empirical strategy used in a number of studies, raises problems since the only firms considered are the ones that survived the bank merger. Suggesting that the problem will cure itself in the long run, an argument advanced in other studies, ignores small firms' daily dependence on credit. In the long run we are all dead. Bank examiners need to evaluate an institution's litigation experience and measure a bank's organizational architecture – its ethical climate. Banks which are repeatedly involved in lender liability lawsuits should be denied future mergers until there is a change in organizational architecture. To assist in evaluating organizational architecture, banks should be required to report their litigation expense on their call reports. Furthermore, regulators should seriously consider the recent suggestion of Carow, Kane and Narayanan (2006) that they take steps to ensure that participants in bank mergers preserve target bank relationships. Otherwise negative effects on small business lending and economic growth will continue as bank consolidation proceeds.     

Bank Mergers and the Dynamics of Deposit Interest Rates

Despite extensive research interest in the last decade, the banking literature has not reached a consensus on the impact of bank mergers on deposit rates. In particular, results on the dynamics of deposit rates surrounding bank mergers vary substantially across studies. In this paper, we aim for a comprehensive empirical analysis of a bank merger’s impact on deposit rate dynamics. We base the analysis on a unique dataset comprising deposit rates of 624 US banks with a monthly frequency for the time period 1997–2006. These data are matched with individual bank and local market characteristics and the complete list of bank mergers in the US. The data allow us to track the dynamics of bank mergers while controlling for the rigidity of the deposit rates and for a range of merger, bank, and local market features. An innovation of our work is the introduction of an econometric approach for estimating the change of the deposit rates given their rigidity.