Does Mandatory Shareholder Voting Prevent Bad Acquisitions? The Case of the United Kingdom

A large number of studies have shown that many companies have made large acquisitions that their own shareholders probably would not have approved if given the opportunity to do so. In this article, which summarizes the findings of their study published recently in the Review of Financial Studies, the authors present evidence that suggests the effectiveness of shareholder voting as a corporate governance mechanism designed to prevent such value‐reducing acquisitions from taking place. The authors' study focused on acquisitions in the U.K. where proposed transactions that exceed a series of 25% relative size (target's as a percentage of the acquirer's) thresholds are defined as “Class 1” transactions and require shareholder approval. The authors found strikingly positive stock market reactions to the announcements of such Class 1 acquisitions—as compared to zero if not negative average announcement returns for Class 2 transactions that were not subject to a shareholder vote. And when the authors extended their analysis to U.S. M&A markets, they found that the larger (again, in relative size) U.S. deals—large enough that they would have required a shareholder vote in the U.K.—provided returns to their shareholders that were negative, and thus significantly lower than those of their U.K counterparts. In terms of the economic significance of their findings, the authors found that Class 1 transactions were associated with aggregate gains to acquirer shareholders of $13.6 billion. By contrast, U.S. transactions of similar size, which again were not subject to shareholder approval, were associated with aggregate losses of $210 billion for acquirer shareholders; and Class 2 U.K. transactions, also not subject to shareholder approval, were associated with aggregate losses of $3 billion. In a further series of tests designed to shed light on how mandatory shareholder voting generates such substantial value improvements for acquirer shareholders, the authors also found evidence suggesting that when faced with the requirement of a shareholder vote, CEOs and boards are more likely to resist the temptation to overpay to close a deal. And the fact that the shareholders of the Class 1 acquirers did not end up blocking a single transaction that was submitted to a vote suggests that this mechanism works without the need for shareholders to actually vote down a deal. In other words, mandatory shareholder voting on acquisitions is a powerful deterrent to “bad deals” because, first of all, the vote is triggered automatically by the relative size tests and, second, CEOs and boards, with the help of their bankers, have a pretty good idea well in advance of the vote whether their shareholders are going to vote “no”—and such a vote would be viewed by top management as a major rejection, a strong vote of no confidence.     

International payment finality requires a supranational central-bank money： Reforming the international monetary architecture in the spirit of Keynes

Payment finality is a key issue domestically as well as across a country＇s borders. In the current international monetary architecture, the existing protocols for a delivery-versus-payment operation with central-bank money do not and cannot provide for international payment finality through the links that national central banks have established between themselves on a multilateral basis. This problem concerns each country considered as a whole, but not its residents. In this connection, moving from a positive to a normative analysis, this paper points out the lack of an international settlement institution, as well as the ways and means to provide such an institution, as the result of a structural change of the current international monetary architecture. The lack of an international means of final payment implies that, to date, countries use national currencies as objects of trade, which are thereby subjected to supply and demand on the foreign-exchange market, where exchange rates may, and do, vary daily according to a currency＇s excess demand （either positive or negative） with respect to another currency. This paper argues that exchange rates＇ erratic volatility is the result of the current international monetary disorder, which denatures national currencies when they are traded on foreign-exchange markets.     

Bayesian analysis of random coefficient logit models using aggregate data

We present a Bayesian approach for analyzing aggregate level sales data in a market with differentiated products. We consider the aggregate share model proposed by Berry et al. [Berry, Steven, Levinsohn, James, Pakes, Ariel, 1995. Automobile prices in market equilibrium. Econometrica. 63 (4), 841–890], which introduces a common demand shock into an aggregated random coefficient logit model. A full likelihood approach is possible with a specification of the distribution of the common demand shock. We introduce a reparameterization of the covariance matrix to improve the performance of the random walk Metropolis for covariance parameters. We illustrate the usefulness of our approach with both actual and simulated data. Sampling experiments show that our approach performs well relative to the GMM estimator even in the presence of a mis-specified shock distribution. We view our approach as useful for those who are willing to trade off one additional distributional assumption for increased efficiency in estimation.     

Mortality in elderly injured patients: the role of comorbidities

Home injuries in older people are an important cause of morbidity, disability and death. In addition, the presence of a pre-existing disease has generally been shown to be associated with higher mortality in this population. The objective of the study was to evaluate the association between pre-existing chronic conditions and risk of death among older trauma patients. A retrospective study was conducted in the Lazio Region, including the city of Rome. The study included all the people aged 65 years or older who were admitted to emergency departments in the year 2000 for home or road injuries, which was followed by hospitalisation within 24 hours. Comorbidities are quantified according to the Charlson Comorbidity Index (CCI). The outcome of interest was 30-day mortality. To measure the association between comorbidities and the probability of death, logistic regression was used, adjusting for triage code, sex, age and place of injury. An analysis stratified by triage was also performed. It was found that 17.9% of the injured subjects (8145) were affected by one or more chronic conditions. The probability of death was higher among males, older people, more severe patients and in cases of home accident. Risk of death for non-urgent and urgent patients increased with the increasing of the CCI score. Mortality among very urgent injured elderly was not affected by the presence of chronic conditions. It was concluded that chronic conditions are strong determinants of mortality, particularly for mild injuries.     

The cost of search and rational random behavior

Sequential search for the lowest price is shown to be directly related to Theil's (1979) rational random behavior approach. An explicit relationship between the optimal number of searches and the optimal decision distribution is derived for the exponential family of price distributions.     

A semi-parametric Bayesian approach to the instrumental variable problem

We develop a Bayesian semi-parametric approach to the instrumental variable problem. We assume linear structural and reduced form equations, but model the error distributions non-parametrically. A Dirichlet process prior is used for the joint distribution of structural and instrumental variable equations errors. Our implementation of the Dirichlet process prior uses a normal distribution as a base model. It can therefore be interpreted as modeling the unknown joint distribution with a mixture of normal distributions with a variable number of mixture components. We demonstrate that this procedure is both feasible and sensible using actual and simulated data. Sampling experiments compare inferences from the non-parametric Bayesian procedure with those based on procedures from the recent literature on weak instrument asymptotics. When errors are non-normal, our procedure is more efficient than standard Bayesian or classical methods.     

Indirect inference with time series observed with error

We propose the indirect inference estimator as a consistent method to estimate the parameters of a structural model when the observed series are contaminated by measurement error by considering the noise as a structural feature. We show that the indirect inference estimates are asymptotically biased if the error is neglected. When the condition for identification is satisfied, the structural and measurement error parameters can be consistently estimated. The issues of identification and misspecification of measurement error are discussed in detail. We illustrate the reliability of this procedure in the estimation of stochastic volatility models based on realized volatility measures contaminated by microstructure noise.