CEO country-specific experience and cross-border mergers and acquisitions

We provide evidence that U.S. firms have a significantly higher probability of acquiring targets in countries where their CEOs have studied or worked. This finding is robust to alternative measures of CEO country-specific experience, samples or model specifications, and to controlling for endogeneity and target country industry specialization. Moreover, deal-level evidence suggests a reassurance effect. CEO experience has no effect on announcement returns or long-run operating performance on average but is associated with significantly better performance in risky environments. We also provide additional evidence to disentangle alternative hypotheses and explore the role of corporate governance in determining deal outcomes.     

全国会计师事务所合并情况一览表

编者按 2000年3月财政部发布《会计师事务所扩大上规模若干问题的指导意见》后,注册会计师行业掀起了大规模合并的浪潮.为了及时掌握行业发展动态,我们将全国会计师事务所的合并情况做了一些统计和整理.     

Gilt Groupe's CEO on building a team of A players

Ryan believes that a CEO should spend more time on recruiting and managing people than on any other activity, and that the head of HR is one of the most important people in the company. He insists on his freedom to bypass managers and speak with any employee at any time. And he espouses certain talent-management principles, such as that your best people are usually underpaid (reward them with performance pay) and that people leave jobs mainly because they don't like their managers. Recruiting at Gilt Groupe focuses on references more than on résumés and interviews because, Ryan says, resumes only establish basic qualifications for a job, and interviewers can't help being influenced by well-spoken or attractive people. But reference checks need to go beyond the names supplied by a candidate: Employers should dig up people in their networks who are willing to speak candidly.     

The effects of corporate acquisitions on CEO compensation and CEO turnover of family firms

This paper investigates the impact of corporate acquisitions on CEO compensation and CEO turnover of family firms in Continental Europe. We find that CEOs in family firms do not experience an increase in their compensation during the post-acquisition period, while there is a positive and statistically significant association between the compensation of CEOs in non-family firms and their acquisition activity. This finding is consistent with the view that controlling family shareholders provide monitoring for CEOs mitigating managerial agency problems that arise from the separation of ownership and control. Further, we find that the likelihood of CEO turnover declines following an acquisition in non-family firms, suggesting that these acquiring CEOs do not face a higher likelihood of dismissal while they receive a higher level of compensation. In contrast, there is no significant impact of acquisitions on CEO turnover in family firms.     

The effect of CEO social capital,CEO duality and state-ownership on corporate innovation

This study explores the effects that CEO social capital has on firm innovation. Among the different aspects that affect firm innovation, this aspect has been overlooked, even though it may play a crucial role, given the fact that CEOs are important decision-makers within firm boundaries. Therefore, in this study we address the following research question: What effect does the CEO's social capital have on corporate innovation? This study dissects the effects of CEO social capital into its internal and external dimensions, and it looks at related moderating effects. Grounding our study in social capital theory, using a sample of Chinese listed firms between 2007 and 2016, we propose and provide empirical evidence that both the internal and external social capital of CEOs play a critical role for the innovation of firms. In addition, we have also explored the boundary conditions of these effects, considering the way CEO duality and state ownership moderate the effects brought about by CEO internal and external social capital on corporate innovation. Our findings contribute to the scientific understanding of the conditions in which CEO social capital may benefit firm innovation to a greater extent, by also considering the effects of CEO duality and state ownership. Moreover, the results of this study provide managers with clear indications about the optimal conditions under which firm innovation may be benefited by CEO social capital, which is in the case of CEO duality and state-owned enterprises (SOEs).     

Changes in CEO compensation structure and the impact on firm performance following CEO turnover

We document changes in compensation structure following CEO turnover and relate them to future performance. Compared to outgoing CEOs, incoming CEOs derive a significantly greater percentage of their compensation from option grants and new stock grants. The voluntary turnover sample shows similar changes in compensation structure while the forced turnover sample results suggest that new stock grants drive the significant increase in incentive compensation following turnover. Post-turnover performance is positively associated with new stock grants as a percentage of total compensation in the full sample and when analyzing forced and voluntary turnovers separately. We find limited evidence that future operating income is positively associated with option grants following forced turnover. Post-turnover improvement in operating income is positively associated with an increase in new stock grants for the incoming relative to the outgoing CEO.

The effect of mergers on credit union performance

The motivation for mergers in the credit union industry differs from the commercial bank industry due to the lack of residual claimants to benefit from wealth gains. In the cooperative ownership environment of credit unions, the owners/members gain utility via the rates offered for loans and deposits. Credit union regulators also gain utility when mergers remove risky credit unions from the industry. We measure these utility gains using the event study method of Bauer [Bauer, K., 2008. Detecting abnormal credit union performance. Journal of Banking and Finance 32, 573–586] employing quadrant tests based on a multivariate test of equality of centroids. We find gains to the owners/members of the target credit union and to the regulators but not to the acquiring firm. We posit that the acquiring credit unions may encounter regulatory pressure to merge. In addition, the owners/members of the acquiring firm may avoid potential disutility in the cooperative insurance environment were the target firm allowed to fail.     

To succeed in the long-term, focus on the middle-term

When a mature company fails to endure over the long term, it's often due to the "Horizon 2 vacuum," argues Moore, author of Crossing the Chasm and several other books on innovation strategy, and managing director of the consulting firm TCG Advisors. The reference is to the strategic horizons outlined by McKinsey's Mehrdad Baghai and colleagues in The Alchemy of Growth: Horizon 1 is today's cash-generating business, Horizon 2 is the set of innovations just being commercialized, and Horizon 3 consists of forward-thinking R&D. Most companies understand they must invest in their future, so the funding and management of Horizon 3 is not the problem. The trouble starts when those innovations are brought to market and must compete with the mainstay business for company resources. They disappear from top management's radar screen and suffer a level of neglect few ventures could survive. Cisco Systems is one company that has recognized the problem and tried to address it. To begin with, CEO John Chambers has insulated Horizon 2 projects from many of the pressures of Horizon 1--for example, by reorchestrating sales coverage so that emerging markets won't be neglected. He has also kick-started some Horizon 2 businesses by augmenting them with acquisitions, increasing their scale, and giving them more management attention. For the same reason, he has challenged his head of product development to think in terms of new businesses, not simply new products--knowing that the latter tend to get lost in salespeople's bags. Most important, Cisco is handicapping its Horizon 2 projects so that they need not compete head-to-head with established businesses. Their success is judged by metrics that are appropriate to new businesses, and they are given the benefit of Cisco's best managerial talent.     

A theory of optimal expropriation, mergers and industry competition

We model a competitive industry where managers choose quantities and costs to maximize a combination of firm profits and benefits from expropriation. Expropriation is possible because of corporate governance ‘slack’ permitted by the government. We show that corporate governance slack induces managers to choose levels of output and costs that are higher than would otherwise be optimal. This, in turn, benefits consumers - the equilibrium price is lower - and other stakeholders such as suppliers and employees. Depending on the government’s social welfare objective, less-than-perfect investor protection can be optimal. We show why some mechanisms suggested by the literature as improving investor protection - legal change, cross-listing, domestic mergers - may not be effective. We provide a theoretical argument showing the efficacy of cross-border mergers. The stronger corporate governance of a foreign acquirer, imposed on the domestic target firm, benefits merging shareholders and those of competing unmerged domestic firms.     

浴火重生--记美国梅隆金融集团

金融业的另一种经营模式 四年前,55岁的Martin McGuinn在梅隆银行内交外困之际接掌这家跻身<财富>杂志五百强和全美十大银行之列的著名金融机构时,业内虽公认曾担任过公司法律顾问、并在梅隆银行供职18年之久的McGuinn的确是这家银行过渡期CEO的理想人选,但同时也均认为年近花甲的McGuinn似乎不可能对这家有着130余年历史的金融机构的业务战略带来任何实质性的影响,因为能够引领梅隆银行安然度过危险期就已是McGuinn作为过渡期CEO的最大成功.     

Remuneration committees,shareholder dissent on CEO pay and the CEO pay–performance link

We provide evidence on whether the adoption of the full Australian Securities Exchange recommendations for remuneration committee formation and structure are associated with a lower shareholder dissenting vote or a stronger CEO pay–performance link. We find some evidence that a minority‐ and majority‐independent remuneration committee and a committee size of at least the recommended three members are associated with lower shareholder dissent. Companies with an independent committee have a stronger CEO pay–performance link. In addition, a majority‐independent committee strengthens the link between performance and growth in CEO pay.     

A leader's framework for decision making. A leader's framework for decision making

Many executives are surprised when previously successful leadership approaches fail in new situations, but different contexts call for different kinds of responses. Before addressing a situation, leaders need to recognize which context governs it -and tailor their actions accordingly. Snowden and Boone have formed a new perspective on leadership and decision making that's based on complexity science. The result is the Cynefin framework, which helps executives sort issues into five contexts: Simple contexts are characterized by stability and cause-and-effect relationships that are clear to everyone. Often, the right answer is self-evident. In this realm of "known knowns," leaders must first assess the facts of a situation -that is, "sense" it -then categorize and respond to it. Complicated contexts may contain multiple right answers, and though there is a clear relationship between cause and effect, not everyone can see it. This is the realm of "known unknowns." Here, leaders must sense, analyze, and respond. In a complex context, right answers can't be ferreted out at all; rather, instructive patterns emerge if the leader conducts experiments that can safely fail. This is the realm of "unknown unknowns," where much of contemporary business operates. Leaders in this context need to probe first, then sense, and then respond. In a chaotic context, searching for right answers is pointless. The relationships between cause and effect are impossible to determine because they shift constantly and no manageable patterns exist. This is the realm of unknowables (the events of September 11, 2001, fall into this category). In this domain, a leader must first act to establish order, sense where stability is present, and then work to transform the situation from chaos to complexity. The fifth context, disorder, applies when it is unclear which of the other four contexts is predominant. The way out is to break the situation into its constituent parts and assign each to one of the other four realms. Leaders can then make decisions and intervene in contextually appropriate ways.     

The impact of mergers on credit union service provision

In this paper we conduct an empirical exercise in which we attempt to provide answers to three questions concerning credit union mergers: (i) do members of acquiring credit unions benefit from mergers?; (ii) do members of acquired credit unions benefit from mergers?; and (iii) what are the characteristics of relatively successful, and relatively unsuccessful, mergers? Our empirical exercise is based on annual samples of nearly 6000 credit unions, including nearly 300 merger participants, during the 1988–1995 period. We find member service provision to have improved in acquired credit unions, and to have been unchanged in acquiring credit unions. We also provide three separate analyses, from three different perspectives, of the role of various characteristics of merging credit unions in determining the success of mergers.     

THE CEO: A VISIBLE HAND IN WEALTH CREATION?

Commensurate with the growth of their pay packages and public visibility, the role of the CEO in the corporate value creation process has increased significantly in recent years. This article argues that sustained wealth creation in a corporation has three distinct elements. The first and most basic is the selection of the lines of business in which to operate; this element is probably the most visible manifestation of CEO action in large corporations today. The second element is the value creation model, which answers the question: How is this particular set of businesses expected to add value over and above the sum of the values of each business or asset category standing alone? The third element is the internal governance system, which establishes the corporate structure and administrative processes of the firm and, perhaps even more important, defines the corporate values that drive the strategic and operational priorities of the different business units. The authors suggest that the essence of the work of the CEO is to develop and maintain a balanced relationship among these three elements of wealth creation and to ensure that the relationship evolves in the face of changing circumstances. CEOs are inevitably faced with dilemmas in managing this process—in particular, the need to balance continuity and change and to maintain the integrity of short‐term performance disciplines while encouraging not only investment in growth opportunities (which can hurt near term performance), but also experimentation and collaboration among business units (which are difficult to measure and reward with most performance measurement and incentive schemes). Adding to the difficulties of managing such dilemmas, visibility and a strong public image are often thrust upon (if not sought by) CEOs, who must then determine how they can use that image to strengthen the commitment of their employees and investors.     

Internal Monitoring Mechanisms and CEO Turnover: A Long-Term Perspective

We report evidence on chief executive officer (CEO) turnover during the 1971 to 1994 period. We find that the nature of CEO turnover activity has changed over time. The frequencies of forced CEO turnover and outside succession both increased. However, the relation between the likelihood of forced CEO turnover and firm performance did not change significantly from the beginning to the end of the period we examine, despite substantial changes in internal governance mechanisms. The evidence also indicates that changes in the intensity of the takeover market are not associated with changes in the sensitivity of CEO turnover to firm performance.     

The Effect of CEO Option Compensation on the Capital Structure: A Natural Experiment

Firms simultaneously choose both their capital and their executive compensation structure. Using the Internal Revenue Code 162(m) tax law as an exogenous shock to compensation structure in a natural experiment setting, I identify firm leverage changes as a result of chief executive officer (CEO) option compensation changes. The evidence provides strong support for debt agency theory. Firms appear to decrease leverage when CEOs are paid with more options and when CEO options become a higher percentage of future cash flows. The findings are robust to controlling for corporate governance and convertible debt.     

The impact of European bank mergers on bidder default risk

We analyze the implications of European bank consolidation on the default risk of acquiring banks. For a sample of 134 bidding banks, we employ the Merton distance to default model to show that, on average, bank mergers are risk neutral. However, for relatively safe banks, mergers generate a significant increase in default risk. This result is particularly pronounced for cross-border and activity-diversifying deals as well as for deals completed under weak bank regulatory regimes. Also, large deals, which pose organizational and procedural hurdles, experience a merger-related increase in default risk. Our results cast doubt on the ability of bank merger activity to exert a risk-reducing and stabilizing effect on the European banking industry.