法国公开要约收购制度的最新改革——以2006年《公开要约收购法》为中心

2006年3月31日，依欧盟转化《要约收购指令》之要求，法国颁布了《公开要约收购法》，对现有的公开要约收购制度进行了多方位、深层次的改革。从宏观上看，此次改革主要涉及四个方面，即金融证券管理局监管范围的改革、强制要约收购制度的改革、要约透明机制的改革以及反要约收购防御措施的改革。尽管改革的效果仍有待评估，但法国在此次改革中所体现的提高欧盟范围内企业竞争力的决心和表率作用无疑为欧盟经济一体化注入了新的活力。     

Limited attention,share repurchases,and takeover risk

We hypothesize that announcing open market share repurchases (OMRs) to counter negative valuation shocks reveals repurchasing firms’ lost growth opportunities or underperforming assets to potential bidders, making them more likely to become takeover targets. This also leads their investors to face higher takeover risk, a systematic risk associated with economic fundamentals that drive takeover waves, as proposed by Cremers et al. (2009). Indeed, we find that repurchasing firms tend to face higher takeover probability in the first few years following their OMR announcements, and that the increase in takeover risk can largely explain their post-announcement long-run abnormal returns documented in the literature. The increase in takeover risk is larger for smaller firms, firms with poorer pre-announcement stock performance, and those attracting more attention of market participants. Our results suggest that OMRs, which are used by many firms to counter undervaluation, could make the firms more sensitive to takeover waves and raise their cost of equity capital.     

Takeover vulnerability and the credibility of signaling: The case of open-market share repurchases

There is debate in the literature focuses on whether open market repurchases can be taken as a signal of stock undervaluation. This research argues that takeover pressures before a repurchase announcement can be a credible signal of undervaluation. The empirical results indicate that repurchasing firms with a higher probability of takeover experience greater announcement effects, improvements in operating performance and long-run abnormal return, positive forecast revisions by financial analysts, and enhanced agreement between management and shareholders. These findings suggest that takeover probability and open-market share repurchases appear to constitute a double-signal for conveying stock undervaluation to the market.     

External corporate governance and financial fraud: cognitive evaluation theory insights on agency theory prescriptions

R esearch summary : Agency theory suggests that external governance mechanisms (e.g., activist owners, the market for corporate control, securities analysts) can deter managers from acting opportunistically. Using cognitive evaluation theory, we argue that powerful expectations imposed by external governance can impinge on top managers' feelings of autonomy and crowd out their intrinsic motivation, potentially leading to financial fraud. Our findings indicate that external pressure from activist owners, the market for corporate control, and securities analysts increases managers' likelihood of financial fraud. Our study considers external governance from a top manager's perspective and questions one of agency theory's foundational tenets: that external pressure imposed on managers reduces the potential for moral hazard. M anagerial summary : Many of us are familiar with stories about top managers “cooking the books” in one way or another. As a result, companies and regulatory bodies often implement strict controls to try to prevent financial fraud. However, cognitive evaluation theory describes how those external controls could actually have the opposite of their intended effect because they rob managers of their intrinsic motivation for behaving appropriately. We find this to be the case. When top managers face more stringent external control mechanisms, in the form of activist shareholders, the threat of a takeover, or zealous securities analysts, they are actually more likely to engage in financial misbehavior. Copyright © 2016 John Wiley & Sons, Ltd.     

Rhetoric, argument and impression management in hostile takeover defence documents

This exploratory study extends the analysis of narrative disclosures from routine reporting contexts such as annual reports and press releases to non-routine takeover documents where the financial consequences of narrative disclosures can be substantial. Rhetoric and argument in the form of impression management techniques in narrative disclosures are examined. Prior thematic content analysis methods for analysing good and bad news disclosures are adapted to the attacking and defensive themes in the defence documents of target companies subject to hostile takeover bids. The paper examines the incidence, extent and implications of impression management in ten hostile takeover defence documents issued by target companies listed on the London Stock Exchange between 1 January 2006 and 30 June 2008. Three impression management strategies – thematic, visual and rhetorical manipulation – are investigated using content analysis methodologies. The findings of the research indicate that thematic, visual and rhetorical manipulation is evident in hostile takeover defence documents. Attacking and defensive sentences were found to comprise the majority of the defence documents analysed. Such sentences exhibited varying degrees of visual and rhetorical emphasis, which served to award greater or lesser degrees of prominence to the information conveyed by target company management.While exploratory in nature, this paper concludes with suggestions for future more systematic research allowing for greater generalisations from the findings.     

Multiple Bids, Management Opposition, and the Market for Corporate Control

We use regression analysis to disentangle the wealth effect for acquired firm shareholders of management opposition and multiple bids (e.g., multiple bidders and bid revisions). Although multiple bidders and bid revisions occur more frequently for opposed acquisitions, opposition is not associated with incremental acquisition returns for acquisitions with multiple bidders. We also find that management opposition has no significant incremental effect on single bidder acquisitions unless the acquiring firm revises its initial bid. These findings indicate that rather than amplifying acqiuisition returns directly, management opposition instead serves as a negotiating tool to solicit additional bids.     

欧盟证券强制要约收购规则及启示

本文以2004年5月20日生效的《欧盟要约收购指令》为基础，对欧盟及其各成员国有关强制要约收购的临界点、强制要约收购的价格以及强制要约收购的豁免制度进行了重点分析，对如何完善我国上市公司强制要约收购制度作了探讨。该指令的研究对完善我国证券法律制度具有重要的现实意义。     

国际承包工程运作实务探赜(下)——以水文地质打井为例

（三）用工 承包商可自主地雇聘工程所需之当地或外籍员工。承包商应在监理工程师要求时向其提供工地各种级别雇佣员工和技术人员等的有关情况清单。承包商应遵守当地国家的法律法规、法令，不得进口、经销、提供、拥有烈性酒和毒品等。承包商不得提供、销售或拥有武器、弹药等     

Takeover activity in Australia: endogenous and exogenous influences

The present paper analyses the population of takeover bids for listed Australian companies using quarterly data over a 25-year period to re-examine the predictability of takeover activity and to determine if there is a flow on impact on macroeconomic variables. We examine whether takeover activity: (i) is endogenous; that is, determined by own activity; (ii) is jointly determined by macroeconomic and capital market variables; and (iii) has an exogenous spillover impact across the economy. We find that stock prices and takeover activity share a long-term common trend, the relative success of takeover bids is independent of sharemarket activity, and conclude that aggregate takeover activity is driven by fundamental economic factors rather than by speculative activity.     

日本M&A市场的新趋势

随着经济全球化的深入,世界规模的企业重组和资金流动改变着各个行业中的企业势力范围。从10年前开始。日本企业为了保卫和加强现有的势力范围防止来自国内或国外的威胁开始了一场新的M＆A高潮。这次的N＆A不管在N＆A件数,还是在所涉及的行业、规模、收购金额大小上都有突破,在日本的M＆A历史上留下一页。同时,N＆A收购过程也改变了日本社会对M＆A的认识,也冲击到了日本传统的终身雇佣制。运用M＆A来解决日本社会面临的问题。如人口减少和老龄化的问题也是这次M＆A的新尝试。