Shareholder wealth effects of CalPERS' activism

In the past decade, institutional investors have become more active in monitoring management and voting the shares they control. The California Public Employees' Retirement System (CalPERS) was a leader in this wave of activism. This study investigates the long-term returns an investor with public information could earn by buying a portfolio of firms targeted by CalPERS and whether the success of CalPERS' activism depends on the aggressiveness of the targeting. The evidence supports the idea that visible and aggressive activism leads to substantial increases in shareholder wealth while a quieter activism does not.     

Shareholder Value Creation in European M&As

This paper looks at the value generated to shareholders by the announcement of mergers and acquisitions involving firms in the European Union over the period 1998–2000. Cumulative abnormal shareholder returns due to the announcement of a merger reflect a revision of the expected value resulting from future synergies or wealth redistribution among stakeholders. Target firm shareholders receive on average a statistically significant cumulative abnormal return of 9% in a one‐month window centred on the announcement date. Acquirers’ cumulative abnormal returns are null on average. When distinguishing in terms of the geographical and sectoral dimensions of the merger deals, our main finding is that mergers in industries that had previously been under government control or that are still heavily regulated generate lower value than M&A announcements in unregulated industries. This low value creation in regulated industries becomes significantly negative when the merger involves two firms from different countries and is primarily due to the lower positive return that shareholders of the target firm enjoy upon the announcement of the merger. This evidence is consistent with the existence of obstacles (such as cultural, legal, or transaction barriers) to the successful conclusion of this type of transaction, which lessen the probability of the merger actually being completed as announced and, therefore, reduce its expected value.     

University of Rochester Roundtable on Corporate M&A and Shareholder Value

Robert Bruner's new book, Deals from Hell , serves as the point of departure for a wide-ranging discussion of the effect of mergers and acquisitions on shareholder value and the general economy. Despite the book's title, Bruner's message is at bottom a positive one: Corporate M&A increases efficiency and value, on average, and enriches the shareholders of not only the selling firms, but the buyers as well.
But if the average transaction is value-increasing for acquirers, many acquisitions of publicly traded companies by other public companies are value-destroying for the buyers, in large part because of "control rights" that U.S. laws and regulations have effectively conferred on target company managements. One proposed solution is a return to the legal and regulatory climate of the 1980s, a time when companies that reduced their own values by making bad acquisitions thereby raised the odds that they would become the next takeover targets.     

Minority shareholders’ wealth effects and stock market development: Evidence from increase-in-ownership M&As

This paper examines, using a global M&A data set, the relationship between the target firm’s minority shareholders’ returns and a country’s stock market development in deals in which large shareholders increase their ownership stakes. For the purpose of this study, we use two measures of stock market development: (1) turnover over GDP, and (2) turnover over market capitalization. We provide evidence supporting the view that minority shareholders in target firms gain significantly more in countries with high stock market development than their counterparts in less-developed markets. Our results are robust to several firm and deal characteristics and provide evidence to policy makers that the degree of stock market development is a key determinant in improving minority shareholders’ welfare.     

The impact of gender diversity on shareholder wealth: Evidence from European bank M&A

We explore the association between board gender diversity and shareholder value creation. Specifically, we investigate the impact of gender diversity on the economic impact of bank mergers and acquisitions (M&A). We employ a multi-year sample of M&A announced by European listed banks and find that: (i) the presence of women on the board of directors has a positive and statistically significant effect on acquirer gains; and (ii) boards with three or more women, or where women represent more than 25% of the board, have a stronger impact on acquirer gains than in the opposite case, consistent with critical mass theory. Moreover, banks with a critical mass of female directors perform better in undertaking value-enhancing M&A after the global financial crisis. Policy makers and practitioners could benefit from the findings by exploiting the advantages of board heterogeneity in terms of gender.     

Shareholder wealth effects of rights issues: Evidence from the New Zealand capital market

This study examines security price reaction to the announcement of rights issues by New Zealand firms between 1976 and 1994. Over this period, price reaction to rights issue announcements in New Zealand was significantly negative. The price reaction to the announcement was more negative for underwritten compared to non-underwritten rights issues. The evidence suggests non-underwritten rights issues have higher expected participation in the issue by existing shareholders. The results are broadly consistent with the adverse selection cost arguments of Eckbo and Masulis [Eckbo, B.E., Masulis, R.W., 1992. Adverse selection and the rights offer paradox. Journal of Financial Economics 32, 293–332] and help further explain the rights offer paradox whereby firms in a small capital market, like New Zealand, continue to rely on rights issues to raise new equity. Price reaction to the rights issue announcement was also more negative the larger the relative issue size. This result supports both the adverse selection cost and information asymmetry arguments of Krasker [Krasker, W.S., 1986. Stock price movements in response to stock issues under asymmetric information. Journal of Finance 41, 93–105] and the signaling framework hypothesis of Miller and Rock [Miller, M.H., Rock, K., 1985. Dividend policy under asymmetric information, Journal of Finance 40, 1031–1051].     

Shareholder wealth effects of interstate banking: The case of Delaware's Financial Center Development Act

The Financial Center Development Act (FCDA) of Delaware was signed into law in March 1981, to permit out-of-state bank holding companies (BHCs) to establish special purpose banking subsidiaries within the state of Delaware. The FCDA can be viewed as part of the growing national trend toward interstate banking. If interstate banking is to succeed, the benefits from BHCs establishing interstate subsidiaries must be consistent with the welfare of the BHCs shareholders. The purpose of this study is to determine the impact on shareholder wealth of the decision by BHCs to establish subsidiaries within the state of Delaware. Using event study methodology, the results from this study show that the decision to establish a special purpose banking subsidiary within the state of Delaware under the FCDA is consistent with the maximization of shareholder wealth.Funding for this research was made available by the University of Delaware General Research Fund. The authors thank Paul Horvitz, Kevin Scanlon, Ron Watson, and David Walker for helpful comments.     

Board connections and M&A transactions

We examine M&A transactions between firms with current board connections and find that acquirers obtain higher announcement returns in transactions with a first-degree connection where the acquirer and the target share a common director. Acquirer returns are also higher in transactions with a second-degree connection where one acquirer director and one target director serve on the same third board. Our results suggest that first-degree connections benefit acquirers with lower takeover premiums while second-degree connections benefit acquirers with greater value creation. Overall, we provide new evidence that board connectedness plays important roles in corporate investments and leads to greater value creation.     

Customer concentration and M&A performance

This paper examines how the target's customer concentration affects merger performance. We find that the acquirer purchasing a customer-concentrated firm experiences significantly lower stock market returns and worse long-run operating performance. The effect is more pronounced when customers face lower switching costs or the target undertakes a higher level of relationship-specific investments, exhibits higher cash volatility, or is acquired by a less well-known company. Further analysis shows that the negative association is mainly driven by corporate customers, while relatively safe government customers moderate the effect. We also find that shared major customers, overconfident CEOs, and poor corporate governance are more likely to increase the likelihood of customer-concentrated acquisitions. Overall, our findings suggest that higher customer concentration leads to lower value creation in mergers.     

Pathways to Success in M&A

For many if not most publicly traded companies, acquisition capabilities remain a critical component of sustainable longterm growth and profitability. And even as investors press companies to return excess capital through dividends and stock buybacks, the market continues to assign premium valuations to companies that earn above-average returns through a combination of internal investment and judicious acquisition spending.
This article begins by describing major challenges facing acquirers in the current business and regulatory environment. Then, after showing how M&A can be used to address strategic goals, the authors identify key elements in the M&A strategies of three highly successful companies: General Electric, Danaher, and Illinois Tool Works.     

并购中的价格锚定:金融创新还是价值掠夺--基于上市公司并购重组的案例分析

高并购溢价一直是理论界和监管层关注的重点问题。本文以上市公司高并购溢价为例,深入分析了并购交易中锚定价格的动机及其经济后果。研究发现,上市公司的支付对价与并购标的业绩承诺现值之间的差额是融资购买股权的费用,并不是并购标的未来现金流的折现。这主要是上市公司利用信息不对称将融资购买股权的费用直接锚定在股价中,引导外部投资者看好此次并购,最终上市公司大股东通过减持掠夺了中小股东的利益。本文给监管层的政策建议是要规范并购重组中的定价问题,并详细披露相关的信息,以降低与外部投资者之间的信息不对称。     

Shareholder wealth effects and bid negotiation in freeze-out deals: Are minority shareholders left out in the cold?

This paper examines the shareholder wealth effects of bids by controlling shareholders seeking to acquire the remaining minority equity stake in a firm, deals commonly referred to as minority freeze-outs. Minority claimants in freeze-out offers receive an allocation of deal surplus at the bid announcement that exceeds their pro rata claim on the firm. An analysis of bid outcomes and renegotiation indicates that minority claimants and their agents exercise significant bargaining power during freeze-out proposals. Overall, our results suggest that legal standards and economic incentives are sufficient to deter self-dealing by controllers during freeze-out bids.     

Explaining M&A Success in European Banks

We study 98 large M&As of European bidding banks from 1985 to 2000 in order to investigate drivers of excess returns to the shareholders of the targets, the bidders, and to the combined entity of the bidder and the target. Our findings show that many of 13 drivers identified mostly from prior, US‐focused research have significant explanatory power, indicating that the stock market reaction to M&A announcements of European bidding banks can be at least partly forecast. Our results are largely consistent with the US‐experience and confirm the preference of stock markets for focused transactions and against diversification. Moreover, we find that less active bidders create more value than more active/experienced bidders. This stands in contrast to some US research and may indicate that managers of frequent European bidding banks may be motivated by other objectives than creating shareholder value.     

Corporate life cycle and M&A activity

We investigate the impact of corporate life cycle on takeover activity from the perspective of acquiring firms. Using the earned/contributed capital mix as the proxy for firm life cycle, we find a highly significant and positive relation between firm life cycle and the likelihood of becoming a bidder. This finding is, however, driven by the mature rather than the old acquirers in the sample. Further we find that, whilst firm life cycle has a positive effect on the probability that a deal will be negotiated, it is negatively related to tender offers. In addition, the likelihood of making both cash and mixed deals are positively related to the corporate life cycle. Finally, we find that life cycle has a negative impact on the abnormal returns generated on the announcement of a deal although it is unable to distinguish between the returns received by firms at different stages in their life cycle.     

M&A Operations and Performance in Banking

This paper investigates whether M&A operations influence the performance of banks. Using a sample of 714 deals involving EU acquirers and targets located throughout the world over the period 1991–2005, we investigate whether M&A operations are associated with improved performance (using both standard accounting ratios and cost and alternative profit X-efficiency measures). Despite the extensive and ongoing consolidation process in the banking industry, we find that M&A operations are associated with a slight deterioration in return on equity, cash flow return and profit efficiency and with a marked improvement in cost efficiency. Hence, the improvements in cost efficiency appear to be transferred to bank clients. These changes in performance are directly attributable to the M&A operations, and would not have occurred in their absence. Moreover, these changes exhibit a particularly negative trend for cross-border deals to testify the importance of geographical relatedness in order to achieve better post-M&A performance. The environmental and bank-characteristics that make a deal successful or unsuccessful are finally identified.     

The PIN anomaly around M&A announcements

The probability of information-based trading (PIN) introduced by Easley and O’Hara (1987) has been increasingly used in empirical research in finance. We investigate its behavior around a sample of merger and acquisition announcements that took place on Euronext Paris between 1995 and 2000. The behavior of the PIN seems to be in contradiction with clear evidence of information leakages in our sample during the pre-event period. We investigate the reasons for its unusual behavior and raise some concerns about its use as an information-based trading indicator, at least around major corporate events.     

期权激励与企业并购行为

本文以2006年至2015年我国上市公司为研究对象,考察了期权激励对企业并购行为的影响。研究发现:授予高管的期权激励显著提升了企业发起并购的可能性和并购规模。缓解代理问题和提升风险承担是潜在的作用渠道。进一步研究表明,激励对象异质性会影响期权激励的效果,期权激励对企业并购倾向和并购规模的提升作用在管理者年龄较高、管理者任期较长以及管理者相对薪酬水平较低的企业中更加明显。此外,期权激励对企业并购行为的影响在非国有企业中更加突出。最后,本文还发现期权激励提升了企业并购的财务业绩。本文的研究不仅丰富了有关期权激励效果方面的文献,而且对于理解企业并购行为具有一定的参考意义。     

Board involvement in the M&A negotiation process

This paper examines whether the active engagement of target firm directors in the sale process affects merger outcomes. Using data manually extracted from merger-related SEC filings, I create two measures of target board involvement in merger negotiations: the number of days it takes for the board to meet after the beginning of the sale process and the number of board meetings held throughout the entire process. I find that early board involvement in merger talks increases target shareholder returns and premiums, especially when shareholders have weak control over their firms and are thus in greater need of board protection. Although the two measures of target board activity do not affect acquirer cumulative abnormal returns or the likelihood of competition, such activity does reduce the likelihood of an excessive target termination fee. Robustness analyses dismiss an alternative explanation whereby attractive initial bids lead to both early board involvement and attractive final bids.     

专家谈跨境并购应注意什么

香港富华国际集团董事长赵勇:海外投资一定要规划好资金 很多民营企业"走出去"会经历四个过程,一是"走出去"之后找项目会经历一段时间.刚开始找项目会去美国、欧洲找,也不知道哪个项目适合,看了很多.开始时没有方向性,但这是必须经历的过程,了解哪个地区适合自己,经过磨合以后才能确定,最终找到朋友、找对感觉.二是找了很多项目,但下不了决心,看不准,觉得哪个项目都合适又都不合适.这个问题要根据自己公司的情况来定,最好做自己在国内已经做得比较熟悉的行业.比如你在中国经营了四五家酒店,再去海外看酒店项目就可以直接拿回来给国内的管理团队分析、考察、算账、与标的公司做对接,很容易判断项目的价值.三是看好了项目但下不了决心,犹犹豫豫.海外很多好项目也需要竞争,如果不迅速决策,项目就会被卖掉.因此,在海外投资要特别专心和专注,看好了马上决策.四是买了项目以后管不了.很多项目拿来以后,人家自己有团队,接手以后全靠国内的人员出去管也不行,最好还是利用海外或已经成熟的团队,要支持他们或相信他们,不能收购完了以后原团队大换血,这也很麻烦.     

Shareholder wealth,information signaling and the specially designated dividend: An empirical study

This paper examines common stock returns and dividend and earnings patterns surrounding specially designated dividends labeled by management as ‘extra’, ‘special’ or ‘year-end’ and compares them to those surrounding regular (unlabeled) dividend increases. The results support the notion that management uses the labeling of dividend increases to convey information to the market about the future potential of the firm. Unlabeled increases appear to contain the most positive information. Contrary to the sometimes suggested view, specially designated dividends appear to convey positive information about future dividends and earnings beyond that relating to the current period.