Do takeover targets overinvest?

I examine the capital expenditures of a sample of 700 takeovertargets and firms that went private over the period 1972-1987.For the complete sample, I do not find evidence that takeovertargets increase their capital expenditures over the four yearperiod before the acquisition or that they overinvest in capitalexpenditures relative to several benchmarks. Subsample resultsprovide some evidence of overinvestment in oil and gas firmsand large firms. There is no evidence of overinvestment, however,for firms acquired in a hostile takeover or firms that wentprivate. In general, these results are not consistent with theconjecture that takeovers are motivated by the need to reduceexcess investment in capital expenditures in target firms.     

Insider trading in takeover targets

We examine open market stock trades by registered insiders in about 3700 targets of takeovers announced during 1988–2006 and in a control sample of non-targets, both during an ‘informed’ and a control period. Using difference-in-differences regressions of several insider trading measures, we find no evidence that insiders increase their purchases before takeover announcements; instead, they decrease them. But while insiders reduce their purchases below normal levels, they reduce their sales even more, thus increasing their net purchases. This ‘passive’ insider trading holds for each of the five insider groups we examine, for all three measures of net purchases, and is more pronounced in certain sub-samples with less uncertainty about takeover completion, such as friendly deals, and deals with a single bidder, domestic acquirer, or less regulated target. The magnitude of the increase in the dollar value of net purchases is quite substantial, about 50% relative to their usual levels, for targets' officers and directors in the six-month pre-announcement period. Our finding of widespread profitable passive trading by target insiders during takeover negotiations points to the limits of insider trading regulation. Finally, our finding that registered insiders of target firms largely refrain from profitable active trading before takeover announcements contrasts with prior findings that insiders engage in such trading before announcements of other important corporate events, and points to the effectiveness of private over public enforcement of insider trading regulations.     

Insider trading in rumored takeover targets

We examine insider trading surrounding takeover rumors in a sample of 1,642 publicly traded US firms. Using difference-in-differences regressions, we find that insider net purchases increase within the year prior to the first publication of a takeover rumor, particularly when rumor articles are either accurate (lead to a takeover announcement) or informative (provide substantial justification for the rumor's publication). Moreover, we find abnormal insider trading to be a significant predictor of takeover announcements occurring within the following year. Finally, passive net purchasing (i.e., selling less rather than buying more) is more pronounced among managing insiders than among non-managing insiders.     

Institutional trading in firms rumored to be takeover targets

In this paper we examine institutional trading in proximity to takeover rumors by combining the ANcerno dataset of transaction-level institutional trades with a unique sample of takeover rumor ‘scoops’. We find that institutions are net buyers in firms which subsequently become subject to takeover speculation and that institutional trading predicts which rumored firms will eventually receive takeover bids. Segregating funds according to their propensity to trade, we show that those less likely to purchase rumored targets by chance over the pre-rumor period are more likely to identify firms which will receive bid proposals and that they trade more profitably over both the pre- and post-rumor periods. We test for the presence of informed trading in a variety of ways and conclude that institutional investors appear to trade on material private information which identifies the firms soon to be the target of takeover speculation.     

Crossing takeover premiums and mix of payment: An empirical test of contractual setting in M&A transactions

The analyses of the tender offer premiums and of the means of payment should not be performed separately. In the empirical literature, these two variables are often considered independently, although they may have an endogenous relationship in a contractual setting. Using a sample of European M&As over the 2000–2010 decade, we show that these two variables are jointly set in a contractual empirical approach. The relationship between the percentage of cash and the offer premium is positive: higher premiums yield payments with more cash.     

Bidding strategies and takeover premiums: A review

I review recent empirical research documenting offer premiums and bidding strategies in corporate takeovers. The discussion ranges from optimal auction bidding to the choice of deal payment form and premium effects of poison pills. The evidence describes the takeover process at a detailed level, from initial premiums to bid jumps, entry of rival bidders, and toehold strategies. Cross-sectional tests illuminate whether bidders properly adjust for winner's curse, whether target stock price runups force offer price markups, and whether auctions of bankrupt firms result in fire-sale discounts. The evidence is suggestive of rational strategic bidding behavior in specific contexts.     

Rational expectations,analysts' forecasts of earnings and sources of value gains for takeover targets

Value gains to target firm shareholders in takeover bids may be due to potential synergy between bidder and target and/or potential target restructuring based on new information released by the bid. Since these two models have different implications for the anticipated earnings of the target as a stand-alone entity, analysts' earnings forecast revisions (AFR) for the target during the bid may provide evidence for the new information hypothesis. For 326 UK targets of takeover bids during 1987–1993, we estimate analysts' earnings forecast revisions using the Institutional Brokers Estimate System (IBES) and relate them to bid premia paid to target shareholders. Analysts revise their forecasts significantly up on bid announcement. For failed, especially failed hostile, bids, the earnings forecast revision and bid premium are more positively correlated than for successful and friendly bids. This is consistent with the rational expectations behaviour of target shareholders modelled by Grossman and Hart [S.J. Grossman, O.D. Hart, Bell Journal of Economics 11(1) (1980) 42; S.J. Grossman, O.D. Hart, Journal of Finance 36 (1981) 253].     

Financial stability reviews: A first empirical analysis

Between 1996 and 2005 the number of central banks that publish a financial stability review (FSR) increased from 1 to 40. A FSR may contribute to financial stability, increase accountability of authorities responsible for financial stability, and strengthen co-operation between the various authorities. The occurrence of a banking crisis in the past, income per capita, and European Union membership increase the likelihood that a FSR is published. The content of FSRs differs widely; on average only 33% of the indicators as suggested by the IMF is actually published. The amount of information provided seems unrelated to the health of the banking system.     

Central bank behavior: A positive empirical analysis

The central bank is analyzed as a utility-maximizing unit acting in the framework of a politico- economic model. It derives utility from keeping the price level stable and is constrained by government, the structure of the economy, and the political commitment to stable exchange rates. It uses a satisficing strategy, concentrating on keeping conflicts with government below a certain level. In the case of serious conflict, the central bank follows the policy directions undertaken by government but with a time lag. The complete model comprising endogenous consumer/voters, government and central bank is econometrically tested for Germany, with good results.     

An empirical study of the role of management accounting systems following takeover or merger

This paper describes the findings of an empirical study of the management control relationships established between acquiring and acquired companies during the first two post-acquisition years. In particular it considers: how important MAS became; how they were modified in different styles of acquisition; and the dysfunctional effects of change. It concludes that accounting-type controls probably played a much more important role than is generally acknowledged and that inappropriate changes in MAS caused considerable undesirable effects.     

A note on takeover success prediction

A takeover success prediction model attempts to use information that is publicly available at the time of the announcement in order to predict the probability that a takeover attempt will succeed. This paper develops a takeover success prediction model by comparing two techniques: the traditional logistic regression model and the artificial neural network technology. To alleviate the problem of bias from the sampling variation, we validate our results through re-sampling. Our empirical results indicate that 1). Arbitrage spread, target resistance, deal structure and transaction size are the dominating factors that have impacts on the outcome of a takeover attempt. 2). Neural network model outperforms logistic regression in predicting failed takeover attempts and performs as well as logistic regression in predicting successful takeover attempts.     

Economic impact of political barriers to cross-border acquisitions: An empirical study of CNOOC's unsuccessful takeover of Unocal

In 2005, the US Congress challenged the acquisition by CNOOC (a Chinese state-owned enterprise) of Unocal (a US firm). This challenge creates a political barrier for foreign companies to acquire US oil companies. This paper examines the stock price reaction of US oil companies to this political opposition. Using an event study methodology, we find that this political barrier resulted in a substantial decline in the market value of US oil companies. For a period of 44 days, during which six anti-CNOOC-takeover political events occurred, the cumulative decline in the market value of a portfolio of 13 US oil refining firms was $47.5 billion and that of a portfolio of 66 US oil and gas exploration firms was $11.4 billion. This study is the first to analyze and quantify the stock price reaction of US non-merging firms to political barriers to cross-border acquisitions. It also has a policy implication regarding the recent enactment of the Foreign Investment and National Security Act of 2007.     

Bank lending to targets of active takeover attempts: The simultaneous choice of loan maturity,pricing, and security

I investigate bank loans to takeover targets considering the simultaneous decision of pricing, maturity, collateral, and covenants applying Generalized Method of Moments (GMM). Results are largely in line with the Agency Theory of Covenants (ATC) as pricing for new bank debt is lower given greater collateral and covenant protection, consistent with existing literature on public debt. However, poor performing targets demonstrate a positive relationship between pricing and covenants while bank loans to high performers are consistent with ATC predictions. Finally, loan terms tied to ex post observations of merger outcomes suggest banks possess some knowledge of merger outcomes in advance.     

A comparative analysis of leveraged recapitalization versus leveraged buyout as a takeover defense

Two types of defensive scheme—leveraged buyout (LBO) and leveraged recapitalization (LR)—are examined. In particular, this article examines (1) whether the two similar defensive tactics affect stockholder returns differently and (2) what firm attributes are associated with stockholder gains in LBO and LR announcements. This study finds that stocks of both LBO and LR firms, on average, exhibit significant positive abnormal returns during the announcement period, but that the latter experience substantially smaller returns than the former. This study further finds that while mitigation of agency problems associated with a firm's free cash flow is present for both LR and LBO firms, it is more pronounced for the LBO firms. These results provide evidence that a firm with higher free cash flow could benefit a greater reduction of agency costs by going private through a LBO plan than by remaining public through a LR plan.     

Forbearance: An empirical analysis

Several recent articles have analyzed conditions under which allowing capital-deficient banks to continue to operate may be optimal policy. This article examines the performance of banks admitted into the FDIC's Capital Forbearance Program between 1986 and 1989 and finds that, for the majority of these banks, there was no substantial improvement in their capital ratios. We use a logit regression analysis to attempt to identify those banks whose financial condition improved with forbearance and find that banks which did improve are not clearly identifiable from pre-forbearance financial data. Instead, the banks which improved did so due to infusions of new capital, extraordinary income, and improvements in the local economies, factors which are not easily identifiable ex ante by regulators. The conclusion is that, while some grants of forbearance may result in large saving to the FDIC, in the majority of cases granting forbearance to troubled banks is unlikely to reduce the expected loss to the deposit insurer.University of HoustonUniversity of HoustonCooperative Bank of Taiwan, Taipei, Taiwan     

Hostile bank takeover offers : Analysis and implications

A comparison of the financial characteristics of banks involved in hostile takeover bids with a control group of nonhostile bank mergers indicates: (1) hostile targets experience abnormal returns that are significantly greater than for the targets of nonhostile bank mergers; (2) hostile bidders experience negative abnormal returns that are insignificantly different than for bidders involved in nonhostile bank mergers; (3) hostile bank acquisition announcements produce positive net wealth effects which are larger than the wealth effects of nonhostile acquisitions; (4) a Logit regression model using financial ratios, stock price data, and ownership data is able to distinguish between hostile and nonhostile targets.     

Privatization and globalization: An empirical analysis

This paper examines the link between globalization-measured by foreign direct investment (FDI) and foreign portfolio investment (FPI) – and privatization of state-owned enterprises, in a multi-country sample that focuses on developing countries. We hypothesize that privatization has an effect on FDI/FPI as the process of fostering private sector participation is often accompanied by liberalization reforms, and by allocations of substantial shares of newly privatized firms to foreign investors. Similarly, we expect FDI/FPI to foster privatization efforts as new capital inflows, technology and managerial skills that accompany FDI/FPI make the environment more prone to competition, providing governments with incentives to privatize inefficient firms that need to be turned around. This relation is assessed in two ways, first in a dynamic panel using a generalized method of moments approach, and second through panel causality tests. We find a bi-directional positive relation between privatization proceeds and globalization, particularly in the case of FDI.     

Unconditional and conditional takeover offers: experimental evidence

This article compares the predictions of finite-shareholdermodels of conditional and unconditional takeover offers withthe outcomes of laboratory experiments. In addition to differentiatingbetween types of offers, the experimental designs span smalland large firms as well as different levels of offer premiums.It is found that in unconditional offers to large groups ofsubjects (28-40), the symmetric Nash equilibrium predicts observedtendering frequencies quite accurately. For other experimentaldesigns, the results are mixed. The analysis of shareholdertendering strategies from the experiment yields insights into(I) the effects of takeover offer designs, (ii) the appropriatenessof finite-shareholder models for research, and (iii) the costsof free riding when shareholders are nonatomistic.     

External monitoring of private firms: A cross-country empirical analysis

There is limited research which focuses on the use of external monitoring by private companies, domestic or international. We use World Bank data to explore the factors that are associated with the probability of using external monitoring by private firms in emerging and developing countries. In this research, the service of external auditors is considered as a proxy for external monitoring. We tested our results both on the full sample (114 countries) and on 5 different income clusters based on World Bank economic development categorization. From our results, we conclude that there is not a single set of “universal” factors associated with firms' decision to engage external auditors. We observe that factors associated with external auditors, a proxy for monitoring, differ across the various categories of economic development. As a policy implication, there is a need for a voluntary adoption of a uniform set of standards for external monitoring and auditing in this area.     

Price trends and patterns in technical analysis: A theoretical and empirical examination

While many technical trading rules are based upon patterns in asset prices, we lack convincing explanations of how and why these patterns arise, and why trading rules based on technical analysis are profitable. This paper provides a model that explains the success of certain trading rules that are based on patterns in past prices. We point to the importance of confirmation bias, which has been shown to play a key role in other types of decision making. Traders who acquire information and trade on the basis of that information tend to bias their interpretation of subsequent information in the direction of their original view. This produces autocorrelations and patterns of price movement that can predict future prices, such as the “head-and-shoulders” and “double-top” patterns. The model also predicts that sequential price jumps for a particular stock will be positively autocorrelated. We test this prediction and find that jumps exhibit statistically and economically significant positive autocorrelations.