Statistical studies over the last forty-five years show that, although there are success stories, very many mergers and acquisitions do not result in the increased operating profits that economics ...textbooks would lead one to expect. As consultancy McKinsey have put it, ‘Anyone who has researched merger success rates knows that roughly 70% fail’. Yet—mysteriously—M&A activity has boomed across the globe, with a forty-fold increase in deals done each year now compared with four decades ago, in spite of the adverse general evidence. How can it be that talented, energetic, highly skilled, law-abiding, income-maximising participants in the M&A market will often promote mergers that lead to no operating gains, frequently with adverse effects on the wider economy too? Drawing on findings from a wealth of statistical analyses and case evidence from many businesses, the book presents answers to this merger mystery. In a synthesis of ideas from several disciplines, solutions are detected in misaligned incentives, distorted financial engineering and information asymmetry. By revealing how weaknesses at multiple points can interact and cumulate to produce inefficient outcomes, the discussion serves as a corrective to the overwhelmingly positive tone of most commentary on M&A, whilst also advocating changes in participants’ contracts, in taxation, and in regulation which could significantly reduce the number of mergers that fail. Designed to be accessible to a wide readership, the book will be of interest to investors, to M&A practitioners and commentators, to researchers and students of economics, political economy, finance, management and accounting, and—importantly—to policy makers working in these areas.
Research summary: In the context of economic nationalism, we investigate the relevance of political affinity between countries to the initial acquisition premium offered in cross-border acquisitions. ...Political affinity is defined as the similarity of national interests in global affairs. We argue that political affinity affects how foreign acquirers anticipate their bargaining position in their negotiations with domestic target firms. With decreasing political affinity, the host government becomes increasingly likely to intervene against foreign firms in an acquisition deal. Consequently, foreign acquirers need to provide a more lucrative initial offer to dissuade target firms from leveraging government intervention to oppose the acquisition. Our prediction is supported by strong evidence that political affinity, as revealed by UN general assembly voting patterns, leads to lower initial acquisition premiums. Managerial summary: Media reports suggest that politics plays an important role in international business transactions. However, we still know very little about how bilateral political relations affect corporate decision-making. In this article, we analyze the influence of the quality of bilateral political relations on the bidding behavior of foreign acquirers in cross-border acquisitions. We argue that the host government is more likely to intervene against the foreign acquirer during deal negotiations if the quality of bilateral political relations is poor. A lower political affinity between countries therefore decreases the bargaining power of the acquirer and pushes up the initial bid premium the acquirer has to offer to the local target. Our empirical results confirm our argument.
This article investigates the moderating effect of political affinity between countries on investors' reactions to the premium in cross‐border acquisitions (CBAs). Based on a sample of 1,183 CBAs ...between 1999 and 2018, we find that political affinity positively moderates the relationship between the acquisition premium and the acquiring and target firms' stock market return. We argue that investors use political affinity to assess the reliability of the premium (i.e., management's overall perception of a given deal's synergistic potential). This is in line with prior literature reasoning that, unlike strong political affinity, weak political affinity increases the likelihood of government intervention, decreases the likelihood of deal completion, and results in higher premiums to mitigate the previous effects, thus potentially increasing the likelihood of value destruction.
This study examines the impact of female board representation on firm-level strategic behavior within the domain of mergers and acquisitions (M&A). We build on social identity theory to predict that ...greater female representation on a firm's board will be negatively associated with both the number of acquisitions the firm engages in and, conditional on doing a deal, acquisition size. Using a comprehensive, multiyear sample of U.S. public firms, we find strong support for our hypotheses. We demonstrate the robustness of our findings through the use of a dijference-in-dijferences analysis on a subsample of firms that experienced exogenous changes in board gender composition as a result of director deaths.
Litigation risk and strategic M&A valuations Imperatore, Claudia; Pündrich, Gabriel; Verdi, Rodrigo S. ...
Journal of accounting & economics,
August 2024, Letnik:
78, Številka:
1
Journal Article
Recenzirano
We study the role of litigation risk in M&A valuations. Specifically, we hypothesize that litigation risk leads to strategic valuations in fairness opinions (FOs) obtained in M&A transactions. ...Employing a regulatory shock to merger litigation risk and focusing on the most common valuation techniques – peer firm comparables and DCF analysis – we find that target-sought FOs exhibit lower valuations when litigation risk is high. The effect is concentrated in deals with greater agency conflicts between target management and outside shareholders. Furthermore, downward-biased valuations reduce appraisal litigation but are also associated with lower premiums. In contrast to prior work suggesting that target-sought FOs are used to negotiate a higher takeover price, our findings imply that they are used, at least in part, to mitigate litigation risk and facilitate successful deal completion. Our findings are relevant to academics, practitioners, and regulators interested in M&A price formation, and highlight the role litigation plays therein.
In recent decades, antitrust investigations and cases targeting mergers -- including those involving Google, Ticketmaster, and much of the domestic airline industry -- have reshaped industries and ...changed business practices profoundly. And yet there has been a relative dearth of detailed evaluations of the effects of mergers and the effectiveness of merger policy. In this book, John Kwoka, a noted authority on industrial organization, examines all reliable empirical studies of the effect of specific mergers and develops entirely new information about the policies and remedies of antitrust agencies regarding these mergers. Combined with data on outcomes, this policy information enables analysis of, and creates new insights into, mergers, merger policies, and the effectiveness of remedies in preventing anticompetitive outcomes.After an overview of mergers, merger policy, and a common approach to merger analysis, Kwoka offers a detailed analysis of the studied mergers, relevant policies, and chosen remedies. Kwoka finds, first and foremost, that most of the studied mergers resulted in competitive harm, usually in the form of higher product prices but also with respect to various non-price outcomes. Other important findings include the fact that joint ventures and code sharing arrangements do not result in such harm and that policies intended to remedy mergers -- especially conduct remedies -- are not generally effective in restraining price increases. The book's uniquely comprehensive analysis advances our understanding of merger decisions and policies, suggests policy improvements for competition agencies and remedies, and points the way to future research.
This study analyzes the impact of low-carbon mergers and acquisitions (LCMA) on carbon emissions (CEM) of listed energy companies. Results show that: (1) Compared to energy companies without LCMA, ...LCMA can reduce CEM by 2.4%. (2) Stock-paid LCMA, horizontal LCMA, multi-frequency LCMA and local LCMA can more effectively reduce CEM of energy companies. (3) LCMA may reduce CEM by increasing low-carbon technology innovation, environmental investment, information transparency and internal control quality. However, LCMA may exacerbate CEM by increasing merger and acquisition expenses, production scale, management costs, and performance pressures. (4) LCMA has greater inhibitory effects on CEM of eastern companies, large-scale companies and mature-stage companies. (5) Spillover effects of LCMA in the same region are more significant than those in the same industry. This study is beneficial for providing LCMA recommendations for carbon reduction in energy firms.
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•Compared to energy companies without LCMA, LCMA can reduce CEM by 2.4%•Stock-paid, horizontal, multiple and local LCMA can more effectively reduce CEM•Influence paths include scale, technology, management, and pressure effects•LCMA may exacerbate CEM by increasing performance pressures
Volume 20 of Advances in Mergers and Acquisitionsexplores a range of issues relevant to a post-Covid world and the ensuing recession and is of interest to scholars in strategic management, ...organization theory, and organizational behaviour who are studying questions around mergers and acquisitions.
Based on samples of domestic and inbound merger and acquisitions (M&A) in the United States from 2010 to 2020, this study explores whether different M&A types have differing effects on the turnover ...rates of CEOs and non-CEO top management teams (TMT) in target firms. The study contributes to the antecedent theory of top management turnover. The results showed that, compared with domestic M&As, cross-border M&As reduced the turnover rate of CEOs and non-CEO teams. Furthermore, in technology-intensive cross-border M&As, industry similarity had an obvious negative moderating effect on decreasing CEO turnover rates, and the M&A experience of the target firms had a positive moderating effect on reducing the overall turnover rate in the target TMT.
The individualism‐collectivism culture represents an important and well‐researched distinction across cultures. Yet research is less clear about how the different levels of individualistic cultures ...in host countries affect the success of an increasingly important firm strategy – cross‐border mergers and acquisitions (CBMAs). This study addresses this key research question in the context of Chinese firms’ CBMAs, as Chinese firms are increasingly acquiring targets outside of China in the New Normal global business landscape. This study further theorizes and tests how the Chinese acquirer CEOs’ characteristics moderate the wealth creation relationship. In an analysis of 404 Chinese firms’ CBMAs, we found that an individualistic culture in the host country is negatively associated with Chinese acquirers’ CBMA wealth creation. We also demonstrate that Chinese CEOs’ exposure to foreign culture and female gender weaken that negative relationship, while CEO duality strengthens this negative relationship. Our research thus suggests that culture in host countries can negatively affect acquirers’ CBMA performance, but CEOs may be able to manage the effects of the culture to increase their CBMA performance.
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