THE VALUE ADDED BY BANK ACQUISITIONS: LESSONS FROM WELLS FARGO'S ACQUISITION OF FIRST INTERSTATE

Wells Fargo's recent acquisition of First Interstate Bancorp represents one of the relatively uncommon cases in which the economic values of both the acquiring and acquired banks increased sharply upon announcement of the deal. The transaction is also one of the few cases where the bidder in a major bank acquisition chose purchase instead of pooling accounting–despite the fact that the deal was openly hostile and that Wells Fargo had to fight off a competing bid from First Bank Systems.
Based on the stock market's reaction to this merger battle, as well as the results of their study of 153 bank mergers over the period 1985–1991, the authors argue that the most promising mergers are those presenting large opportunities to reduce costs by eliminating redundant operations. The stock market is much less responsive to other merger rationales such as diversification or entry into new markets in pursuit of growth.
The Wells case also suggests that a preoccupation with the accounting treatment of a merger is a mistake if it becomes the primary reason for turning down a deal that creates economic value, or if it prevents the bidder from choosing the lowest-cost method of financing the deal. Throughout the bidding contest for First Interstate, the stock market responded positively to the success of Wells Fargo's efforts, even though purchase accounting would have a large adverse impact on reported earnings.
But if the stock market does not appear to care about the accounting treatment of a merger, the method of financing does appear to matter to investors. In general, acquisitions financed with cash are viewed more favorably by the market than stockfunded transactions. The evidence also suggests, however, that acquiring firms can reduce the negative impact of stock deals by making conditional offers (those in which the number of shares depends on the stock price performance of the acquirer) and by combining such offers with stock repurchase programs.     

Splitting orders

A standard presumption of market microstructure models is thatcompetition between risk-neutral market makers inevitably leadsto price schedules that leave market makers zero expected profitsconditional on the order flow. This article documents an importantlack of robustness of this zero-profit result. In particular,we show that if traders can split orders between market makers,then market makers set less-competitive price schedules thatearn them strictly positive profits and hence raise tradingcosts. Thus, this article can explain why somebody might willinglymake a market for a stock when there are fixed costs to doingso. The analysis extends to a limit order book, which by itsnature is split against incoming market orders: equilibriumlimit order schedules necessarily yield those agents positiveexpected profits.     

Predicting Subsequent Management Forecasting Behavior at the Date of an Initial Public Offering

In this study, we examine the conditions and choices of firms at dates of initial public offerings (IPOs) as a basis for predicting their likelihood of management earnings forecast disclosure in post-IPO periods. Using a sample of 944 IPOs, we demonstrate that firms choosing to reduce IPO information asymmetries or signal issue quality by choosing prestigious underwriters, high quality auditors, and higher percentages of retained ownership tend to issue management forecasts in the post-IPO period. These relationships exist after controlling for IPO date measures of risk/stability, a construct that prior management forecast research has found to be a key determinant of the forecasting act.     

The Time-Series Behavior of IPO Betas

We examine individual IPO betas and provide further evidence that the documented decline in IPO betas results primarily from a seasoning or information effect and not from the delisting of high beta securities. We employ stochastic coefficient regression analysis which permits the estimation of individual IPO betas at all points in time, and therefore avoids disadvantages associated with grouped cross-sectional beta estimates and average individual time-series beta estimates. We find that IPO firms with the lowest betas are more likely to delist, and that individual IPO betas, on average, decline over time which provides support for the information hypothesis.     

Sound Money and Sound Financial Policy

Anna Schwartz has long promoted a policy of stable money. She also has advocated sound financial policy. The financial environment, according to her work, is strongly influenced by the degree of aggregate price stability. In this article historical evidence for the U.S. is presented that shows a strong association between aggregate price movements and measures of financial distress. Even in an environment of aggregate price stability in the face of shocks, however, a monetary authority should follow the financial policies of a lender of last resort as advocated over a century ago by Walter Bagehot—to promote adequate funds to allay the public's demand for means of payment in the face of a real financial crisis. Other circumstances involving asset market reversals that Schwartz calls pseudo crises should not be the subject of the monetary authorities' actions.     

Controlling human capital costs in the new millennium

Low productivity and high turnover can be more costly to employers than insurance premiums and medical claims. This article discusses the need for coordinated management of all behavioral health benefits. It provides two case studies that illustrate how such coordination can avert possible long-term costs and loss of a valued employee.     

Closed-form valuation of American call options on stocks paying multiple dividends

An American call option on a stock paying a single known dividend can be valued using the Roll–Geske–Whaley formula. This paper extends the Roll–Geske–Whaley model to the n dividends case by using the generalized n-fold compound option model. In this way this paper offers a closed-form solution for American options on stocks paying n known discrete dividends. Moreover, the model also offers the critical values of the early exercise boundaries at each ex-dividend date instant, making it easy to define an early exercise strategy. Numerical examples are included to illustrate this approach.     

Valuation and classification of company issued cash and share-puts

This paper examines whether investors’ valuations of cash and share-put warrants are influenced by their potential differential effect on firm solvency. It is motivated by the enactment of SFAS 150, which requires that all contingent put warrant obligations be classified as balance sheet liabilities regardless of put type. Consistent with the critics of SFAS150, we show that market participants differentially value cash and share-puts based on their solvency characteristics beyond the firm’s recorded assets and liabilities. Our results add to existing capital structure literature by suggesting that complex financial instruments (such as cash and share-puts) be reported separately from each other on a firm’s balance sheet.

Influence through ignorance

An individual (the leader) with free access to information decides how much public evidence to collect. Conditional on this information, another individual with conflicting preferences (the follower) undertakes an action that affects the payoff of both players. In this game of incomplete but symmetric information, we characterize the rents obtained by the leader as a result of his control of the generation of public information. These rents capture the degree of influence exerted by a chairman on a committee from his capacity to keep discussions alive or call a vote. Similar insights are obtained if the leader decides first how much private information he collects, and then how much verifiable information he transmits to the follower.     

Evolution of Corporate Law and the Transplant Effect: Lessons from Six Countries

The pattern of legal change in countries that have their legalsystems transplanted from abroad differs markedly from countriesthat develop their own systems, irrespective of the legal familyfrom which their laws come. In "transplant" countries, law oftenstagnates for long periods of time; when change takes place,it tends to be radical, if not erratic. External models remaindominant even years after the law was transplanted. Althoughthere is some evidence that transplant countries have engagedin comprehensive legal reforms in response to the pressuresof globalization, it is still too early to judge whether thesenew changes can be taken as a sign that the legal systems inthese countries have started a process of endogenous legal evolution.