试谈企业并购后的财务整合

本文主要对企业并购后的财务整合进行了研究。文章首先分析了企业并购后财务整合的必要性;其次,分别从五个方面对财务整合的内容和要点进行了具体的阐述,即对被并购企业的财务人员和财务制度、资产、债务和对资金进行整合管理。最后,文章认为财务整合是企业并购后整合的核心内容,对提高企业的整体合力和核心竞争能力起着关键性的作用。     

Asset sales and takeover threats

This research addresses the question of whether the existence of a recent takeover threat affects the market reaction to a subsequent sale of assets. The effect of a prior takeover threat on the stock price reaction to an asset sale is examined from the perspective of both the buying firm and the selling firm. The total gains to the transaction are estimated as a market weighted average of the abnormal returns to the two firms. The results show that when there has not been a recent takeover threat on the selling firm, abnormal returns are significantly positive for the seller, the buyer and in total. However, if the selling firm has faced a takeover threat within the previous year, the abnormal returns upon announcement of an asset sale are insignificant for the seller, negative for the buyer, and negative for a portfolio of the two. Hence, the market has a lower estimate of the overall gains in transactions that follow takeover threats on the selling firm; in fact, these transactions result in a net wealth reduction.     

刍探上市公司反收购策略

我国上市公司在面临敌意收购威胁时往往处于被动地位,缺乏反收购的经验和力量.本文在结合我国法律和国情的基础上,对完善我国上市公司反收购策略进行了探讨.     

The impact of anti‐takeover charter amendments on expectations of future earnings and takeover activity

In this study, additional evidence of the impact of anti‐takeover amendments on firm earnings and subsequent takeover activity is presented. It is found that analysts’ projections of financial performance measures do not appear to be altered by the adoption of anti‐takeover amendments. Additionally, it is found that the anti‐takeover charter amendments do not impact either takeover activity or takeover premiums following their adoption. Thus, anti‐takeover amendments appear to have few, if any, consequences to shareholders. Copyright © 1999 John Wiley & Sons, Ltd.     

International takeover laws and corporate cash holdings

We examine the impact on corporate cash holdings of international merger and acquisition (M&A) laws, which facilitate corporate takeovers. We use the staggered enactment of M&A laws from 1992 to 2005 and a sample spanning 34 jurisdictions, and find that levels of corporate cash holdings increase after passage of M&A laws. We also find that firms with better operating performance, higher earnings volatility, higher P/E ratio, and in jurisdictions with high M&A intensity hoard more cash after the enactment of M&A laws. These firms decrease dividends and capital expenditure and increase cash-based acquisitions in the post-M&A law period. Additional analysis shows that the effect is manifested in the subsample of firms in jurisdictions with better institutional environments. Lastly, we find that investor valuations of cash holdings decrease after the enactment of M&A laws. Collectively, our results suggest that managers hoard cash to finance M&A activities after the enactment of M&A laws, driven by the motive of empire-building, and that cash hoarding behaviors are viewed by investors as value-decreasing.     

Preemptive bidding in takeover auctions with affiliated values

This paper extends Fishman's (1988) model of preemptive bidding in takeover auctions to auctions with affiliated values. It shows that preemptive bidding transfers wealth from the seller to the first bidder without affecting the profit of the second bidder and social welfare. It also shows that higher correlation between bidders’ values leads to higher preemption rates but has an ambiguous effect on the size of the opening bid. Finally, it shows that in auctions with affiliated values, even infinitesimal entry costs may lead to a preemptive jump bidding that allows the reallocation of the entire surplus from the seller to the first bidder.     

The role of executives in hostile takeover attempts

This paper proposes a two-stage game theoretic model where the discretionary power of executives acts as an implicit defense against hostile takeovers. Following managerial enterprise models, this paper analyzes the effects of discretionary power of target’s executives over R&D and advertising expenditures in defeating hostile takeover attempts. It is shown that in vertically differentiated industries, in equilibrium, target’s executives keep low level of R&D and advertising expenditures to make their firm an unattractive target for hostile takeovers. The model reveals that executives are influenced by their self-interest of monetary and non-monetary benefits and this self-interest makes the industry more differentiated.     

ESOPs, takeover protection, and corporate decision-making

ESOPs have the potential to align the interests of employees and owners and may increase firm value. However, employee ownership may also strengthen the position of entrenched management. The literature predicts that firms newly protected from takeover threat will tend to (1) increase long-term investment and (2) require additional external monitoring, and/or (3) may use leverage as part of an overall antitakeover strategy. We examined firms that have adopted ESOPs and find that firms raise the level of capital expenditures, research and development expenditures, and dividends. (JEF G320)     

The effect of takeover defenses on the dividend decision

Many firms have sought protection from hostile takeovers by passing defensive amendments to their corporate charter and/or lobbying their state legislatures for statutory protection. Agency theory would suggest that any such takeover defenses alter the principal-agent relationship. A consequence of such a change may be a change in corporate decision making. The objective of this research is to test the effect that passage of antitakeover amendments has on a firm's dividend policy. We use six alternate measures of dividend activity: total dividends paid, dividends per share and dividends relative to earnings, cash flow, market value, and book value. Our results indicate that firms that adopt antitakeover amendments, when compared to an industry control sample, tend to have a slower rate of growth in dividend payout as measured by the proxy variables. These results suggest that entrenchment is not a likely outcome of such amendments.     

Stress testing banks

How much capital and liquidity does a bank need to support its risk taking activities? During the recent (and still ongoing) financial crisis, answers to this question using standard approaches, e.g., regulatory capital ratios, were no longer credible, and thus broad-based supervisory stress testing became the new tool. Bank balance sheets are notoriously opaque and susceptible to asset substitution (easy swapping of high risk for low risk assets), so stress tests, tailored to the situation at hand, can provide clarity by openly disclosing details of the results and approaches taken, allowing trust to be regained. With that trust re-established, the cost-benefit of stress testing disclosures may tip away from bank-specific towards more aggregated information. This paper lays out a framework for the stress testing of banks: why it is useful and why it has become such a popular tool for the regulatory community in the course of the recent financial crisis; how stress testing is done (design and execution); and finally, with stress testing results in hand, how one should handle their disclosure, and whether it should be different in crisis vs. “normal” times.     

Institutional investors, antitakeover defenses and success of hostile takeover bids

In this study we investigate the question of whether institutional investors enhance or reduce efficiency in the market for corporate control. In particular, given unequivocal evidence that target stockholders gain in successful takeover bids, we investigate the impact of institutional ownership in target firms on the adoption of the type of antitakeover defense as well as the outcome of takeover bids. We find that target firms are more likely to adopt value-reducing antitakeover defenses and successfully thwart takeover bids when a higher percentage of target common stock is owned by ‘pressure-indeterminate’ investors (investment counsel firms in particular). On the other hand, the probability of a successful takeover rises with the ownership of both ‘pressure-sensitive’ and ‘pressure-resistant’ investors. The above findings support the view that institutional investors do not play a homogeneous role in the market for corporate control.     

Defensive acquisitions in the banking industry: The takeover premium hypothesis

We define defensive acquisitions as takeovers made by a firm so as to become so large that it becomes an unattractive target itself. A sample of defensive acquisitions in the banking industry is used to test the takeover premium hypothesis. Under this hypothesis, the defensive acquirers lose because a takeover premium that previously existed in their prices is deflated while the takeover premium increases for smaller competitors because they become more likely targets. We find that the defensive acquirers experience significant negative abnormal returns on the announcement day, and that smaller competitors have positive abnormal returns on the announcements of defensive acquisitions. In contrast, larger competitors do not react to the announcements. The results are consistent with the takeover premium hypothesis.     

The theory of corporate takeover bids: A subgame perfect approach

In this paper I re-examine Grossman & Hart's (1980a) earlier work on corporate takeovers and address three main shortcomings of their theory. First, their theory implies that in the ‘Nash equilibrium’ either all shareholders will decide to tender their shares or all will refuse the raider's tender offer. Hence, they look only at the pure strategy equilibria. Second, there does not exist any free-rider problem in the extreme cases of pure strategy equilbria because everyone sells his or her share and the raider does not have to deal with any minority shareholder in the equilibrium. On the other hand, if the raid fails and no one sells, then there is no question of dilution either. I show some mixed-strategy equilibria using assumptions of Grossman and Hart. Third, Grossman and Hart claim that their theory rules out the possibilities of takeovers by the inefficient raider in which the shareholders who tender their shares are worse off than they would have been otherwise with the incumbent management. It appears from the model that their argument is based on rather arbitrary assumptions.     

Asset price volatility and banks

This paper examines the operation of Diamond–Dybvig banks when depositors have access to the asset market. Previous studies have shown that banks are redundant in this environment since it is impossible to prevent the strategic withdrawals. This paper shows that the strategic withdrawals can be prevented if the market risk, due to asset price volatility, is considered. Banks provide deterministic returns to the depositors since the aggregate withdrawals are predictable, and therefore, banks can choose the portfolio such that no asset liquidation is involved. However, an individual consumer with stochastic liquidity need is vulnerable to the price volatility if he holds the asset directly. Therefore, banks improve the consumers’ welfare by providing the insurance against not only the liquidity shock but also the market risk. Banks are not redundant.     

The gender regime of Swedish banks

Organizations have “gender regimes”, internal structures, processes and beliefs that distribute women and men into different tasks and positions. The case of a planned change in Swedish banks demonstrates how different local gender regimes affect the change process and how this process, in turn, affects women and men in diverse ways.     

Monitoring and governance of private banks

In this paper I examine regulation and corporate governance mechanisms at a sample of non-publicly traded state member banks in 2006. Using a simultaneous regression approach, results show that insider representation on the board has a positive influence on both director and executive compensation in commercial banks. Regulatory ratings, however, are only related to bank performance—not to board structure or compensation schemes. This may be attributed to less information asymmetry between managers and owners at private banks. Also, directors are rewarded for strong CAMELS ratings. The governance structure of private banks is not affected by regulatory ratings; however, the percent of insiders on the board influences actions of the board to a large extent.     

商业银行业务创新探析

市场经济环境下的金融业竞争日益激烈,尤其在经历了金融海啸之后,商业银行要取得长足的发展,要获得强大的竞争力,必须开展业务创新.文章对国内商业银行业务创新存在的问题进行了分析,并提出了一些业务创新思路.