Beyond merger syndrome and cultural differences: New avenues for research on the “human side” of global mergers and acquisitions (M&As)

This paper focuses on research on the “human side” of global mergers and acquisitions (M&As). We argue that there is a need for a more fine-grained understanding of the “human side,” which requires conceptualizing M&As as practice-oriented processes. Drawing on the practice approach, we outline avenues for further research on the “human side” of global M&As. The research directions include (1) multilayered identity dynamics, (2) emotional processes, (3) participation and change agency, (4) resistance, (5) human resource management (HRM) practices and tools, and (6) new forms of communication.     

Scale Economies in Cross-Border Shopping and Commodity Taxation

A simple inventory theoretic model of cross-border shopping with transaction and storage costs is developed. Consumers incur fixed transaction and transportation costs to access the foreign market in which a perfect substitute of the domestic good is available. We show that the size of the optimal tax is inversely related to the size of domestic transactions. This result provides a simple example of a more general principle, that is, when there are increasing returns to scale in tax avoidance with respect to the quantities involved, then smaller transactions should be taxed more heavily than larger transactions. This revised version was published online in July 2006 with corrections to the Cover Date.     

Corporate Taxes and Financing Methods for Taxable Acquisitions*

We examine the influence of corporate taxes on U.S. firms' financing methods for taxable acquisitions of 100 percent of a target corporation's stock. We conduct tests of acquirer firms' use of debt or internal funds as the funding source for these acquisitions over the period 1987‐97. Our results provide the first empirical evidence that U.S. firms' use of debt to fund acquisitions significantly declines as foreign tax credit limitations reduce the marginal tax benefits received from borrowing. This finding is consistent with earlier speculation that U.S. foreign tax credit provisions could materially affect the capital costs of U.S. companies in debt‐financed acquisitions. We also find that these firms are generally high‐tax‐rate corporations whose financing choices are not significantly influenced by whether they acquire target‐firm tax loss carryovers. Our findings contribute to the accounting literature on the influence of taxes on the structure and financing of corporate acquisitions.     

宏观经济环境对并购活动的影响——基于时间序列数据的经验研究

基于宏观经济动因,研究经济发展水平、利率与股票价格指数对我国总体性并购活动的影响,实证检验结果表明：除利率之外,经济发展水平及股票价格均与总体性并购活动存在长期的均衡关系,并且为总体性并购活动的Granger原因;在短期内,经济发展水平波动与股票价格波动对并购活动波动均存在正向影响,而利率波动对并购活动波动存在负向影响。这说明经济发展水平与股票价格是我国并购浪潮的重要驱动因素。     

Maturing born globals and their acquisitive behaviour

Born globals are becoming more common in our interconnected world. While a body of knowledge exists regarding the establishment and early growth of born globals, we know less about how these companies develop. Arguing that acquiring new knowledge, technologies, and products will enable companies to survive beyond their initial success, the current study specifically aims to explore the value of technology-motivated acquisitions, and their effect on performance. To this end, the study employs a hybrid methodology; statistically studying 108 acquisitions conducted by 45 maturing, technology-based born globals in Israel over a period of 10 years, and further substantiate the findings with an in-depth case analysis of four sample companies. The results indicate that technology-motivated acquisitions are valuable in terms of both financial performance and independent survival, but that there likely exists an optimal threshold, indicating that such a strategy, though beneficial, should be carefully managed.     

Protective governance choices and the value of acquisition activity

Protective governance structure is often viewed as costly to minority shareholders who bear the costs of opportunism by entrenched managers. A less common view is that protective governance encourages value-enhancing initiative, allowing risk-averse managers to pursue projects they would otherwise forgo. To assess these views we examine the acquisition decisions of S&P 500 firms between 1994 and 2005 and document two entrenching dimensions of governance: founding family presence and larger boards with more inside directors. We find that family firms destroy value when they acquire, consistent with an agency cost explanation for acquisitions. In contrast, firms with large boards and more insiders are more likely to acquire and to create value when they do acquire. These results are consistent with benefits to managerial initiative when managers are insulated from discipline. Finally, we find no systematic evidence that shareholder right limiting provisions either facilitate managerial entrenchment or lead to wealth losses through acquisition activity.     

Corporate tax cuts,merger activity,and shareholder wealth

We study the impact of the Domestic Production Activities Deduction (DPAD) on mergers and acquisitions. DPAD reduces corporate tax rates on income from work or goods made in the U.S. Results indicate that the quantity and quality of acquisition bids by DPAD-advantaged firms conform to the predictions of the neoclassical theory of the firm and the theory of financial constraints. Specifically, bids, particularly those cash-financed, increase substantially in industries with large DPAD-related tax cuts and for firms with financial constraints. Moreover, DPAD improves acquisition quality where acquirers and targets are likely to generate incremental DPAD tax benefits through their merger.