Avoiding the “Synergy Trap”: Practical Guidance on M&A Decisions for CEOs and Boards

When a major acquisition is announced, investors try to understand where the value is going to come from and whether the acquirer has a plan to achieve that value. Deals are often brought to market with one big synergy number and a statement that the deal will be “accretive” to earnings. The problem, however, is that investors can't understand or track one number. Going to market with just one number also suggests that the acquirer has no credible plan, which in turn gives investors more reason to sell shares than to buy, particularly when a significant premium is being offered. According to academic studies, the acquiring company's stock price has fallen upon the announcement of more than half of the large corporate M&A deals that have been transacted since the early 1980s. And as the authors find in their recent study of the merger boom of 1995–2001, such negative stock price reactions are a fairly reliable predictor of future disappointing operating performance and, in many cases, further stock‐market underperformance. But as the authors also point out, such studies focus mainly on average results. And whether or not mergers pay on average doesn't really matter‐at least not to well‐informed executives and boards. What matters is that the executives who make these major capital investment decisions, and the boards that monitor them, have the tools that can help them distinguish the good deals from the bad before committing shareholder capital. For any proposed transaction requiring a significant premium over market, the authors present a simple, earnings‐based model for the target that yields combinations of cost reductions and revenue enhancements that would j ustify that premium. The authors go on to present a capabilities/market access matrix that can be used to assess the potential sources of synergies in any deal. Their methodology can be used to inform and guide detailed discussions about the combination of revenue and cost synergies that management believes it can achieve in a potential deal, and that should become the main focus of management's communication to investors. While no substitute for a carefully considered DCF valuation, the authors' method is a complement to DCF and effectively translates DCF merger criteria into the operational language that is familiar to most corporate managers and investors. In so doing, it can help boards avoid obvious mistakes of overpayment, particularly when “accretive” deals clearly fall short on economic grounds.     

Impact of ownership and location factors on service multinationals' internalisation

Foreign direct investment in the service sector has been gaining importance in the past decade as more countries transform themselves into post-industrialised economies. The transition from a centrally planned economy to market-based economy has generated a surge of foreign direct investment from industrialised countries to Central and Eastern European Countries. This paper examines the impact of ownership and location factors on the extent of internalisation for service multinationals seeking to enter into the Czech Republic, Hungary, and Poland, as these countries launch their economies towards increased privatisation, deregulation, and liberalisation. Using foreign direct investment data of 76 firms during 1990–2000, we find significant support for our main hypotheses.     

Why do foreign investors underperform domestic investors in trading activities? Evidence from Indonesia

Foreign investors generally underperform domestic investors in trading activities. This study shows that their inferior performance is attributable to non-initiated orders. Foreign investors actually perform better than domestic investors in initiated orders. In addition, their performance is also mixed when trades are classified depending on who the counterparties are. These mixed performances can be explained by neither the information disadvantage hypothesis proposed by [Dvo?ák, T., 2005. Do domestic investors have an information advantage? Evidence from Indonesia. Journal of Finance 60, 817–839.] nor the poor timing of trade hypothesis suggested by [Choe, H., Kho, B.C., Stulz, R., 2005. Do domestic investors have an edge? The trading experience of foreign investors in Korea. Review of Financial Studies 18, 795–829.]. We propose and confirm that their inferior performance is explained by their aggressive trading behavior. Three metrics we utilize to measure the aggressiveness of foreign investors’ trading provide overwhelmingly strong evidence that foreign investors are more aggressive than their domestic counterparts.     

Corporate Reporting on the Internet in Australia: An Exploratory Study

This paper documents a research study on corporate reporting on the Internet by Australian companies. The findings suggest that while corporate reporting on the Internet is emerging in Australia, current practice does not utilise the full potential of the Internet to disclose information to stakeholders. Only limited evidence was found of changes in the reporting practices of companies resulting from opportunities for innovation in information dissemination offered by this technology.     

Driving Public Sector Environmental Reporting

Abstract

This article analyses environmental reporting practices within public sector entities. It explores the type and extent of environmental disclosures by all 19 Australian Commonwealth Departments in annual reports and sustainability reports, through a legitimacy approach and a content analysis instrument based on the global reporting initiative (GRI). The findings of this research indicate that there is relatively little difference in the reporting practices of departments with legitimacy drivers of size and mission than other departments. We see little evidence of a wide-spread adoption of GRI reporting and argue that drivers internal to government, particularly the coercive influence of legislation and government-regulation, are a better explanation of public sector environment reporting than a legitimacy explanation. We argue that there is some support for a legitimacy argument in that the most significant category of environmental reporting was reporting of departmental initiatives which could be seen as having potential legitimacy motivation and benefits. We conclude with the argument that a more sophisticated approach to legitimacy is required to understand the role of environmental reporting in the public sector context.     

REGULATION AND JOB CREATION: AN ANALYSIS OF INSTITUTIONAL CHANGE AND ITS CONSEQUENCES

The study evaluates the impact of changes in price regulation, an important institutional feature of firms’ environments, on average human resource deployment levels among the United States local exchange telecommunications companies using contemporary historical data between 1988 and 2001. The data permit a natural experiment approach for the evaluation. Firms regulated via rate of return approaches have employed significantly less staff. These employment levels have been 15 percent lower than that of firms regulated via incentive regulation. The study is a direct test of a principal dynamic capabilities idea that firms reconfigure resources in the face of environmental changes to retain their competitive advantages. These results signify the importance of designing regulations possessing requisite incentive properties in enhancing firm level employment and support the key premises of the dynamic capabilities perspective.     

Optimal time to sell a stock in the Black–Scholes model: comment on ‘Thou shalt buy and hold’, by A. Shiryaev,Z. Xu and X.Y. Zhou

We reconsider the problem of the optimal time to sell a stock studied by Shiryaev et al. (2008 Shiryaev, A, Xu, Z and Zhou, XY. 2008. Thou shalt buy and hold. Quant. Finan., 8: 765–776. [Taylor & Francis Online], [Web of Science ®] , [Google Scholar]) (following in this issue of Quantitative Finance) using path integral methods. These methods allow us to confirm the results obtained by these authors and extend them to the entire parameter region. We also obtain the full distribution of the time t_m at which the maximum of the price is reached for arbitrary values of the drift.