OWNERSHIP STRUCTURE AND FIRM EXIT ROUTES

ABSTRACT

Our study presents empirical evidence about the role of ownership structure for firm exit probability by explicitly differentiating between distinct exit routes (bankruptcy and forced liquidation, voluntary liquidation, mergers and acquisitions – M&A, and removal from the court register). Based on the population of Slovenian firms in the 2006–2012 period and using multinomial probit, our findings support the predictions of agency theory. Ownership concentration, share of the largest owner, and the difference in shares between two largest owners all decrease the likelihood of exit for all studied exit routes but M&A. The magnitude of their impact is largest for exits, in which owners play a decisive role, i.e. voluntary liquidation and removal. The link between the number of primary owners and exit likelihood is U-shaped with the lowest exit probability for firms with around two owners.     

Selected Economic Analysis at the Antitrust Division: The Year in Review

Of the many activitiesof the Antitrust Division of theU.S. Department of Justice, we havesummarized some that raise interestingeconomic issues. We describe recentimprovements in the methodology to beused in ``coordinated effects' analysisof mergers. We also discuss four casesbrought by the DOJ that raise issues ofmarket definition, the influence ofcommon partial ownership of competitors,and the effects of fringe suppliers inconstraining collusion by large firms.     

The Year in Review: Economics at the Antitrust Division, 2005–2006

This paper covers the activities of the Economic Analysis Group (EAG) of the Antitrust Division, U.S. Department of Justice, during 2005–2006. It describes the economic analysis undertaken by EAG in several important investigations, appellate matters, and other activities as an advocate for competition.The views contained herein are solely those of the authors and do not necessarily represent those of the U.S. Department of Justice.     

The Wealth Effects of Fairness Opinions in Takeovers

This paper explores the wealth effects associated with a bidder's decision to solicit a fairness opinion in a takeover transaction. Using a hand‐collected sample with bidders’ filing proxy statements, this paper finds that the use of fairness opinions does not negatively affect bidder shareholders’ wealth, a finding that contradicts prior studies’ findings. In addition, I find a positive wealth effect associated with bidder use of fairness opinions in the post‐Rule 2290 period. Collectively, these results are consistent with a fairness opinion being used by bidder management as a means to facilitate transactions rather than a mechanism to entrench management.     

Food industry structure in Norway and Denmark since the 1990s: Path dependency and institutional trajectories in Nordic food markets

Structural changes in Norwegian and Danish food industry since the 1990s is analysed as a path dependent response to the neo-liberal turn. Norway entered the 1990s as a protected market and Denmark as case of an export oriented industry. These developmental strategies are rooted in early 20th century industrialisation and influenced by institutional transformations in the 1990s, such as EU and WTO. Mergers and acquisitions (M&A) are studied in the context of changing political environments. Explaining two different trajectories, we combine path dependency theories and a Polanyi inspired ‘varieties of capitalism’ framework with corporate strategy theories on food industry M&As. We identify two different types of path dependent development, a self-reinforcing in Denmark and a transformative ‘breaking point’ in Norway.     

Effective Post‐Signing Market Check or Window Dressing? The Role of Go‐Shop Provisions in M&A Transactions

This paper examines the use of go‐shop provisions in M&A. We find that go‐shop deals tend to have higher deal premiums and receive more competing bids while the length of the go‐shop period does not affect deal premium and competition. Also, deals are less likely to be completed when a go‐shop provision is included and when the go‐shop length is longer. However, go‐shops have no effect on the completion of high premium deals. We also find that the presence of a go‐shop provision leads to a positive market reaction to deal announcements. Overall, our findings support the proposition that go‐shops reflect the efforts of target managers to fulfill the Revlon duties in the form of a post‐signing market check, which is consistent with stewardship theory.     

Waves and Determinants in Mergers and Acquisitions: The Case of Latin America

This article contributes to the current literature on mergers and acquisitions (M&As) by identifying the existence of waves and the determinants of M&A activity in the economies of Argentina, Brazil, Chile, Colombia, Mexico, and Peru. From a sample of 2,391 M&A announcements reported by Thomson One on these countries, applying the methodology proposed by Harford (2005), evidence of M&A waves is found for the periods 1995–2002 and 2003–2010, as reported for other regions in various international studies. After controlling for economic and business environment variables, as well as for profitability and book-to-market variables at the industry level, we find evidence that supports neoclassical theory as a main explanation for M&A activity but not for the misvaluation effect.     

Taxation of shareholder capital gains and the choice of payment method in takeovers

From December 1999, shareholders who disposed of shares in Australian takeovers in exchange for scrip could elect to defer capital gains taxation until the disposal of the shares received. We investigate payment method choice by acquiring firms before and after this regulatory change to assess whether target shareholder capital gains tax liabilities became an important factor considered in choosing the form of payment. The results show that, subsequent to the regulatory change, there is a significantly higher probability that equity will be offered as consideration where target shareholder capital gains are greater. This finding confirms the importance of shareholder level taxation in explaining corporate acquisition structure and adds to previous European and US evidence on factors associated with payment method choice in takeovers.     

产业组织结构对跨国公司市场进入方式的影响

跨国公司进入国外市场的方式是多个层面多种因素综合作用的结果。产业组织理论认为产业组织结构影响企业行为，因而产业组织结构也影响跨国公司的市场进入方式。本文结合中国几个产业的实际情况，重点探讨了促进跨国公司采用跨国并购方式进入国内市场的产业条件。认为，促进跨国并购的产业组织结构特征包括，市场集中度高，市场地域分割，国内外产业发展不平衡，国内外市场分割，国内市场容量大，成长率高等。     

Horizontal Mergers and Successive Oligopoly

This paper considers a successive oligopoly setting in which a set of upstream firms sell output non-exclusively to a group of downstream firms using a linear tariff. If the concavity of retail demand is constant then the profitability of horizontal merger at either the upstream or the downstream stage is shown to depend on the number of firms in the stage experiencing the merger and not on the number of firms in the other stage. Furthermore, the profitability of merger at either stage is the same as the profitability of merger amongst a set of vertically integrated firms in a setting in which all firms are vertically integrated. Finally, mergers at either stage are shown to reduce the sum of producer and consumer surplus. Moreover the negative effects of merger on surplus are unambiguously increased by increases in concentration in the merging stage and ambiguously affected by increases in concentration in the non-merging stage.JEL classification: L10, L20, L40