COMPETITION AND MERGER ACTIVITY IN THE U.S. TELECOMMUNICATIONS INDUSTRY

In this article we examine the U.S. telecommunications industry during a period of rapid deregulation to determine the effects of a deregulatory shock on industry competition and merger activity. We show that merger activity exhibits a clear wave‐like pattern, regardless of the listing status of the participants. Increased competition and IPO activity following deregulation increased cash‐flow volatility and probability of exit while the introduction of new technology increased dispersion of economic efficiency across the industry. These changes resulted in a significant increase in merger activity. Competition also played an important role in shaping “who buys whom?”     

MANAGERIAL INCENTIVES AND CORPORATE DIVERSIFICATION STRATEGIES

Because the break-up of conglomerates typically produces substantial increases in shareholder wealth, many commentators have argued that the conglomerate form of organization is inefficient. This article reports the findings of a number of recent academic studies, including the authors' own, that examine the causes and consequences of corporate diversification. Although theoretical arguments suggest that corporate diversification can have benefits as well as costs, several studies have documented that diversified firms trade at a significant discount from their single-segment peers. Estimates of this discount range from 10–15% of firm value, and are larger for “unrelated” diversification than for “related” diversification. If corporate diversification has generally been a value-reducing managerial strategy, why do firms remain diversified? One possibility, which the authors label the “agency cost” hypothesis, is that top executives without substantial equity stakes may have incentives to maintain a diversification strategy even if doing so reduces shareholder wealth. But, as top managers' ownership stakes increase, they bear a greater fraction of the costs associated with value-reducing policies and are therefore less likely to take actions that reduce shareholder wealth. Also, to the extent that outside blockholders monitor managerial behavior, the agency cost hypothesis predicts that diversification will be less prevalent in firms with large outside blockholders. Consistent with this argument, the authors find that companies in which managers own a significant fraction of the firm's shares, and in which blockholders own a large fraction of shares, are significantly less likely to be diversified. If agency problems lead managers to maintain value-reducing diversification strategies, what is it that leads some of these same firms to refocus? The agency cost hypothesis predicts that managers will reduce diversification only if pressured to do so by internal or external mechanisms that reduce agency problems. Consistent with this argument, the authors find that decreases in diversification appear to be precipitated by market disciplinary forces such as block purchases, acquisition attempts, and management turnover.     

OPERATING PERFORMANCE AND MERGER BENEFITS: THE SAVINGS AND LOAN EXPERIENCE

This research examines the operating performance benefits attained by merging savings institutions. Merging and nonmerging savings and loan associations are compared before and after the merger year on the basis of financial performance. A univariate test of differences and a multivariate test, probit analysis, are used to distinguish between the two groups. Improvements in operating performance are found for the merged savings institutions.     

MANAGERIAL REMUNERATION AND ACCOUNTING FOR RECURRING EXTRAORDINARY ITEMS

The Australian standard on income statements (AAS 1) was recently amended to require that extraordinary items be non-recurring. Although the amendment applies from 1990, the Corporations Law requires that comparative financial statements for 1989, complying with the new rule, be included with the 1990 financial statements. Comparison of these with actual financial statements for 1989 indicates how the statements would have differed in 1989 if the standard had then required extraordinary items to be non-recurring. The differences are investigated to partially explain cross sectional differences in firms' classification criteria. Results imply that managers who are remunerated highly (relative to the magnitude of the earnings of the firm) prefer to classify gains as operating and losses as extraordinary.     

MANAGERIAL OWNERSHIP,TAKEOVER DEFENSES,AND DEBT FINANCING

We examine the effect of agency conflicts on debt financing and show that managerial ownership and its interaction with takeover defenses affect these decisions. We find that (1) the relation between leverage and takeover defenses becomes insignificant when we control for the interaction of these defenses with managerial ownership, and (2) firms with large managerial ownership operate at high debt levels unless they have a large number of takeover defenses. Therefore, a two‐dimensional aspect of governance that includes the interaction between managerial ownership and takeover defenses is useful in understanding the effect of agency conflicts on firms' debt financing decisions.     

EXECUTIVE COMPENSATION STRUCTURE AND CORPORATE GOVERNANCE CHOICES

Using data that reflect the significant growth in incentive compensation during the last decade, we extend research in this area by specifying a more complete model that addresses both corporate governance and risk‐sharing factors that theory suggests should influence compensation policy. We find that the extent of incentive compensation is systematically related to other features of corporate governance, as well as to factors affecting managerial risk aversion. The results support the following conclusions: (a) the presence of outside directors and blockholders facilitates the use of incentive compensation, (b) incentive compensation is inversely related to use of leverage, and (c) the incentive pay component of compensation is lower for CEOs near or at retirement age and is decreasing in the percentage of firm stock already owned by the CEO. JEL classification: G34     

企业并购与工商银行业务创新

企业重组在我国方兴未艾,对专业机构的投资银行业务产生了强大的需求,这为商业银行拓展企业并购业务提供了良好的发展契机.本文首先从理论上分析了商业银行开展企业并购业务的必要性和可行性,分别设计了对并购公司和目标公司服务的功能定位和服务步骤;其次对工商银行参与过的三起企业并购案例进行了实证分析,指出银行参与企业并购不仅能降低企业的并购成本、提高成功率,对银行自身保全资产、调整信贷结构、拓展业务空间也有重大意义,同时也指出了银行方面存在的不足之处;最后,对工商银行如何加强和改善企业并购业务提出了一系列政策建议,并呼吁创造良好的外部环境.     

美国银行业并购对效率与股东价值的影响及启示

90年代美国银行业并购在全球金融并购浪潮中占有十分重要的地位。本文运用最新的财务指标数据 ,比较了美国前 2 5家大银行并购前后的效率变化 ,运用修正的事件分析法研究并购对股东价值的影响。研究表明 ,并购有助于提高效率和节约成本 ,但这种作用并不明显 ,或者说没有确定性的影响 ,对并购银行股东价值增值也没有积极影响。这一实证分析结论与并购活动持续发展的现实存在一定的反差 ,作者分析了反差存在的原因。本文还提出 ,面对全球金融并购浪潮 ,金融并购是我国金融发展的必由之路 ,有关部门要从提高我国金融竞争实力的高度制定相应的发展战略 ,正确引导银行并购以及金融整合的发展。     

RETURNS ON PROJECT-FINANCED INVESTMENTS: EVOLUTION AND MANAGERIAL IMPLICATIONS

In the past, project finance was used primarily to fund relatively low-risk natural resource projects with highly predictable cash flows. Today project finance is used for a wide range of assets, such as satellite telecommunications systems, amusement parks, and microprocessor factories, and in developing as well as developed countries. The author explores how the evolution into riskier assets has changed expected returns on project-financed investments. Higher return variability and greater failure rates have caused project debt capacities to fall. What is notable about project-financed investments, however, is that the best returns are not very high. And because the nature of most projects limits the upside potential, a much higher fraction of project-financed investments must be successful for capital providers to earn acceptable returns on their investments.
The move into riskier assets has also led to increased emphasis on the risk management role of project finance; that is, through careful structure and design, a firm can use project finance to reduce the collateral damage caused by a failing investment and also to limit sovereign risks. But even so, the author suggests that the original structures were never designed to handle projects with significant asset risk. For this reason, in cases of riskier projects, single-asset project loans are likely to be replaced by either traditional corporate financing vehicles or hybrid structures involving elements of both project and corporate finance. One example of such hybrid financing is Calpine's revolving construction facilities that are used to finance portfolios of merchant power plants.     

USING DIVIDEND POLICY AND MANAGERIAL OWNERSHIP TO REDUCE AGENCY COSTS

In this study we examine dividends and chief executive officer (CEO) stock ownership as interrelated mechanisms that may be used to reduce agency costs. We find a significant nonmonotonic relation between dividend yield and CEO stock ownership. Our evidence shows that until the CEO becomes entrenched, increased executive stock ownership reduces agency costs and decreases dividend yield. Beyond that point, increased stock ownership increases dividend yield. Whether additional stock ownership can reduce agency costs depends upon the CEO's degree of control in the firm.     

LEVERAGE,RISK-SHIFTING INCENTIVE,AND STOCK-BASED COMPENSATION

Outstanding risky debt provides risk-shifting incentives for managers fully aligned with stockholders. Earlier research shows that the risk-shifting incentive can be eliminated by using a stock-based compensation design to align managers' and stockholders' interests. I show that stock options as well as compensation designs that align managers' and bondholders' interests eliminate the risk-shifting incentive. Although a stock-based compensation design is not a unique mechanism to eliminate the pure risk-shifting incentive, it is essential where managers of levered firms are known to consume a portion of the investment outlay as perquisites.