Risk Arbitrage in Takeovers

This article studies the role of risk arbitrageurs in takeoversand the source of their advantage. We show how the presenceof arbitrageurs affects the value of the target shares, sincearbitrageurs are more likely to tender. Therefore an arbitrageurhas the informational advantage of knowing he bought shares.In equilibrium, the number of arbitrageurs buying shares andthe price they pay are determined endogenously. We also presentseveral empirical implications, including the relationship amongtrading volume, takeover premium, liquidity of the shares, andthe number of risk arbitrageurs investing in one particulardeal.     

Foreign Factor Ownership and Optimal Tariffs

In the presence of foreign factor ownership tariffs change not only the terms of (goods) trade but also income flows between countries. Assume that only the home country owns factors abroad. Then the optimal tariff is negative if and only if foreign factor ownership entails trade-pattern reversals. Trade-pattern reversals are neither a necessary nor a sufficient condition for a negative optimal tariff if the foreign country owns factors in the home country. Changes in the home country's tariff shift the foreign country's offer curve. This adds a new dimension to optimal tariff analysis.     

MANAGERIAL INCENTIVES AND CORPORATE DIVERSIFICATION STRATEGIES

Because the break-up of conglomerates typically produces substantial increases in shareholder wealth, many commentators have argued that the conglomerate form of organization is inefficient. This article reports the findings of a number of recent academic studies, including the authors' own, that examine the causes and consequences of corporate diversification. Although theoretical arguments suggest that corporate diversification can have benefits as well as costs, several studies have documented that diversified firms trade at a significant discount from their single-segment peers. Estimates of this discount range from 10–15% of firm value, and are larger for “unrelated” diversification than for “related” diversification. If corporate diversification has generally been a value-reducing managerial strategy, why do firms remain diversified? One possibility, which the authors label the “agency cost” hypothesis, is that top executives without substantial equity stakes may have incentives to maintain a diversification strategy even if doing so reduces shareholder wealth. But, as top managers' ownership stakes increase, they bear a greater fraction of the costs associated with value-reducing policies and are therefore less likely to take actions that reduce shareholder wealth. Also, to the extent that outside blockholders monitor managerial behavior, the agency cost hypothesis predicts that diversification will be less prevalent in firms with large outside blockholders. Consistent with this argument, the authors find that companies in which managers own a significant fraction of the firm's shares, and in which blockholders own a large fraction of shares, are significantly less likely to be diversified. If agency problems lead managers to maintain value-reducing diversification strategies, what is it that leads some of these same firms to refocus? The agency cost hypothesis predicts that managers will reduce diversification only if pressured to do so by internal or external mechanisms that reduce agency problems. Consistent with this argument, the authors find that decreases in diversification appear to be precipitated by market disciplinary forces such as block purchases, acquisition attempts, and management turnover.     

Contemporary ethical issues in labor-management relations

Numerous labor-management issues possess ethical dimensions and pose ethical questions. In this article, the authors discuss four labor-management issues that present important contemporary problems: union organizing, labor-management negotiations, employee involvement programs, and union obligations of fair representation. In the authors view, labor and management too often view their ethical obligations as beginning and ending at the law's boundaries. Contemporary business realities suggest that cooperative and enlightened modes of interaction between labor and management seem appropriate.Robert S. Adler is Associate Professor of Legal Studies at the Kenan-Flagler Business School, University of North Carolina at Chapel Hill. He teaches courses in Business Law, Business Ethics, and Regulation. Prior to coming to UNC, Professor Adler served as Counsel to the Subcommittee on Health and the Environment of the Committee on Energy and Commerce of the U.S. House of Representatives.William J. Bigoness is Professor of Business Administration and Director, Center for Management Studies at the Kenan-Flagler Business School, University of North Carolina at Chapel Hill. His professional interests include organizational behavior, human resource management, and labor-management relations. Dr. Bigoness was Visiting Professor of Business Administration at the International Institute for Management Development (IMD) located in Lausanne, Switzerland from 1985 to 1987.     

Day-of-the-Week Effects in the Long-Run Performance of Initial Public Offerings

This study examines the influence of day-of-the-week patterns in security returns on long-run IPO underperformance. Comparisons are made between the IPOs in Ritter's [20] database, and a constructed set of matching firms based on SIC code and size, using NYSE, AMEX, and NASDAQ securities. It is found that virtually all of the IPO underperformance occurs on Mondays and Tuesdays and that the degree of underperformance significantly differs from other days. Thus, a common explanation may exist for the general day-of-the-week pattern in security returns and IPO long-run underperformance.