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.     

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。     

Investment banks advising takeover targets

Should takeover target firms hire top-tier investment bank advisors? For a sample of mergers and acquisitions between publicly traded U.S. acquirers and targets, in deals in which targets hire top-tier banks, targets earn higher premiums and abnormal returns; the probability of stock payment is lower, especially when bidder stock is potentially overvalued; acquirers, however, do not necessarily earn lower abnormal returns, and combined returns are higher. Controlling for self-selection does not erode, but, in some cases even strengthens the results. The evidence suggests that top-tier investment banks advising targets benefit shareholders of client firms by making better deals, instead of simply bargaining against the acquirers. The findings shed light on the role of advisor incentives when linking advisor quality and shareholder wealth.     

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.     

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.     

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)     

资产一体化、市场均衡与资产定价--一种适用于企业资产定价的资本资产定价模型(CAPM)扩展形式

本文根据Williamson—Grossman—Hart的资产一体化研究思路，将资本资产定价模型(CAPM)扩展成为适用于异质资产定价(idiosyncratic asset pricing)的理论模型。按照资产一体化思路，定价资产的风险可分为绝对风险和相对风险贡献，定价资产的绝对风险反映了资产一体化诱取的风险积聚特征，相对风险贡献满足Shapley值的基本假说，因而可以得到在资产一体化条件下计量定价资产相对风险贡献的Shapley风险期望值。根据市场均衡条件下资产一体化总体均值一方差的消费表达形式，我们得到用Shapley风险期望值表达的企业资产风险及其预期报酬的均衡解。     

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.     

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.     

Social preferences and sales performance

We use an incentivized experimental game to uncover heterogeneity in social preferences among salespeople in a large Austrian retail chain. Our results show that the majority of agents take the welfare of others into account but a significant fraction reveal selfish behavior. Matching individual behavior in the game with firm data on sales performance shows that agents with social preferences achieve a significantly higher revenue per customer. However, at the same time, they achieve fewer sales per day. Both effects offset each other, so that the overall association with total sales revenue becomes insignificant. Our findings highlight the nuanced role of selfish versus social preferences in sales contexts with important implications for economic research.     

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.     

异质投资者与资产定价:一个新的资本资产定价模型

关于资产价格的研究，大多是建立在完关市场的假设下。本文提出了一个不完关市场中的资产定价模型。从投资者的资金成本差异和信息不对称的角度出发，探讨了不确定状态下异质投资者对资产价格的影响，并从模型的讨论结果中得到了一些政策含义。     

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.     

金融资产定价异常与资产定价模型:理论与实证

通过委托-代理理论对传统资产定价模型进行的拓展,得出了信息不对称下的扩展资产定价和代理成本资产定价模型.据此,进一步通过因子分析设计出了反映逆向选择、道德风险和代理成本的相应变量,并运用上市公司的相应数据对传统的资产定价模型(CAPM)、羊群效应CAPM、FF三因素模型、扩展的CAPM和代理成本CAPM进行了对比分析.对比结果显示:在保证系数和模型准确性的前提下,运用二阶段最小二乘法(TSLS)对扩展的CAPM和代理成本CAPM的估计结果相较于上述三类模型显示了更强的解释力度.     

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.     

Asset bubbles and borrowing constraints

In this paper, we study the existence of asset bubbles in an overlapping generations economy à la Tirole [Tirole, J., 1985. Asset bubbles and overlapping generations. Econometrica 53, 1499–1528] with borrowing constraints. Deriving a condition for the existence of equilibrium paths with bubbles, we demonstrate that (i) a monetary steady state (a steady state with bubbles) is constrained dynamically inefficient, whereas capital in the monetary steady state is underaccumulating relative to the quasi-golden rule, (ii) there exists a government intervention which corrects the constrained dynamic inefficiency, and (iii) for some parameter values, such a government intervention reduces the utilities of agents with high productivity, while it increases per capita consumption.     

中国品牌和品牌资产

本文建立了一个将品牌资产形成的三个环节联系在一起的三重积分模型并以此评价中国品牌和品牌资产。     

试论资产定义

自20世纪初以来,众多会计学者都试图对资产进行定义。但是,到目前为止还没有得出公认合理的资产定义,当前的主流资产定义(FASB、IASB和ASB)也存在缺陷。本文试图运用逻辑学并结合会计目标理论,在综合各种资产定义优点的基础上对资产进行定义,即资产是特定会计主体合法控制的能带来未来经济利益的资源。     

Dynamic incentive contracts with termination threats

We consider a dynamic moral hazard model where the principal offers a series of short-run contracts. We study the optimal mix of two alternative instruments for incentive provision: a performance based wage (a “carrot”) and a termination threat (a “stick”). At any given point in time, these instruments are substitutes in the provision of incentives. We are particularly interested in the dynamic interaction of these two instruments. Both carrot and stick are used more intensively as the agent approaches the end of his finite life. The sharing of the surplus of the relationship plays a key role: a termination threat is included in the optimal contract if and only if the agent’s expected future gain from the relationship is sufficiently high, compared to the principal’s expected future gain. Also, a termination threat is more likely to be optimal if output depends more on “luck” than on effort, if the discount factor is high, or if the agent’s productivity is low. The model, provided that the optimal contract includes a termination threat, essentially provides an alternative explanation for upward-sloping wage profiles even in the absence of full-commitment.     

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.