Business Commons^™

Shifting Perspectives: How Scrutiny Shapes The Relationship Between Ceo Gender And Acquisition Activity, Daniel L. Gamache, Cynthia E. Devers, Felice B. Klein, Timothy Hannigan

Management Faculty Publications and Presentations

Research Summary: Several upper echelons studies have found that firms led by female executives are less likely to engage in risky endeavors than those led by male top executives. We argue that conceptualizing female CEOs as universally conservative decision-makers may paint too simplistic a picture and that the impact of CEO gender on strategic decision-making may vary significantly depending on the given situation CEOs are experiencing. We integrate executive job demands and gender research to propose that scrutiny will exhibit differential effects on female and male CEOs' acquisition activity. We show that in high-scrutiny contexts, the difference between male and …

Investors' Reactions To Alliance-Engendered Acquisition Ambiguity: Evidence From Us Technology Deals, Panos Desyllas, Martin C. Goossen, Corey C. Phelps

Management Faculty Publications

We study how, when target firms are engaged in strategic alliances, the ambiguity surrounding an acquisition's anticipated synergies influences investors' reactions to announcements of acquisitions. Drawing on behavioural finance research and the resource redeployment literature, we predict that investors' limited access to the information encoded in the target firms' alliances and the uncertainty around the re-deployability of their embedded resources generate a negative relationship between the number of target alliances and investors' reactions. We also hypothesize that this negative effect is exacerbated when the alliances involve foreign alliance partners but is attenuated when acquirers are experienced in acquiring targets with …

The Market For Corporate Criminals, Andrew K. Jennings

Faculty Articles

This Article identifies problems and opportunities at the intersection of mergers and acquisitions (M&A) and corporate crime and compliance. In M&A, criminal successor liability is of particular importance, because it is quantitatively less predictable and qualitatively more threatening to buyers than successor liability in tort or contract. Private successor liability requires a buyer to bear bounded economic costs, which can in turn be reallocated to sellers via the contracting process. Criminal successor liability, however, threatens a buyer with non-indemnifiable and potentially ruinous punishment for another firm’s wrongful acts.

This threat may inhibit the marketability of businesses that have criminal exposure, …

Gea Farm Technologies: Building Core Competencies Through Internal And External Growth, Jan-Philipp Büchler Prof Dr, Axel Faix Prof Dr, Gregor Brüggelambert Dr, Anna Weiland

Case Studies

GEA Farm Technologies is a mid-sized world market leader of mechanical equipment and service solutions for milk production and livestock farming. The so-called hidden champion developed a set of capabilities and core competencies to innovate the industry’s established business model through a two-fold strategy balancing internal and external growth. The case study invites students to explore the benefits and limits of this business model innovation and requires them to investigate further strategic options for growth.

Learning In Serial Mergers: Evidence From A Global Sample, Vivek K. Pandey, Ninon K. Sutton, Tanja Steigner

Accounting, Finance & Business Law Faculty Publications and Presentations

Do frequent acquirers learn from their experience in serial mergers? A recent stream of literature has proposed that the generally observed declining investor response (CARs) to successive acquisitions by frequent acquirers may be evidence of learning, rather than the result of commonly attributed causes such as managerial hubris or empire-building. We examine the learning hypothesis on a global scale, using a sample of 13,326 publicly listed acquiring firms representing 72 nations conducting 27,305 acquisitions over the period 1984 through 2014. Our results provide evidence of acquirer learning on a global scale in the valuation of private targets. In contrast, we …

Can Mergers And Acquisitions Internalize Positive Externalities In Funding Innovation?, Leo Li, Mark Liu

Institute for the Study of Free Enterprise Working Papers

Fundamental innovation usually involves huge upfront costs, but the benefits are spread across various sectors of the economy. Given the large costs and limited appropriability of the benefits associated with the innovation, individual firms underinvest in these innovations relative to the socially optimal level. We find that mergers and acquisitions (M&As) can internalize the positive externalities by merging firms from both the user industries and the producer industries of an innovation. Using the US patent citation dataset, we define the user and producer relationship between each pair of industries and between each pair of industry and technological class. We then …

Anatomy Of An Acquisition: The Challenges Of Selling A Privately Held Electronics Manufacturing Company, George Dierberger, Marc Mcintosh, Lori L. Lohman, Phyllis Kapetanakis

Faculty Authored Articles

Sweeny Electronics is a family-owned S Corporation based in St. Paul, Minnesota. The company was started in 1946 by a returning army veteran, Mike Sweeney, and focused on the heating, air quality and cooling markets. The company has survived numerous recessions, market consolidation, and manufacturing challenges in China, and currently is run by the third generation Sweeney family. The current owner and CEO, George Sweeney, is the grandson of the founder and is approaching retirement age. The board of directors has seven members: George Sweeney, his wife Jane and five members of the business community. Under the direction of the …

Acquiring Organizational Capital, Peixin Li, Frank Weikai Li, Baolian Wang, Zilong Zhang

Research Collection Lee Kong Chian School Of Business

Organizational capital is the accumulation and use of private information to enhance economic efficiency for a firm. Theory has argued that organizational capital is typically embodied in employees and the organizational structure, and is hard to transfer across organizations. In this paper, we study whether organizational capital is transferable across firms via mergers. The evidence shows that acquirers gain more from acquiring firms with higher organizational capital and acquirers are also willing to pay a higher premium for higher organizational capital targets. The evidence suggests that acquiring higher organizational capital targets creates synergies which are shared between acquirers and targets.

Consolidation And Innovation In The Pharmaceutical Industry: The Role Of Mergers And Acquisitions In The Current Innovation Ecosystem, Joanna Shepherd

Faculty Articles

Recent changes in the pharmaceutical industry have spurred an unprecedented wave of mergers and acquisitions. Some researchers and agencies have questioned whether pharmaceutical consolidation could impede drug innovation. However, as I explain in this Article, these concerns are largely based on an outdated understanding of the drug innovation ecosystem. Whereas a few decades ago almost all drug discovery took place inside traditional pharmaceutical companies, today most drug innovation is externally-sourced from biotech companies and smaller firms. Internal R&D is no longer the primary source, or even an important source, of drug innovation. As a result, analyses that focus on the …

Essays On Emerging Multinational Enterprises' Acquisitions In Developed Economies, Faisal R. Harahap

FIU Electronic Theses and Dissertations

This dissertation investigates emerging multinational enterprises (EMNEs)’s acquisitions of firms in developed economies (DE) through three distinctive but interrelated essays. Despite costs EMNEs must offset from the obvious cultural distance (CD) they encounter with limited exploitable advantages, EMNEs have continued to aggressively acquire firms in DE, suggesting there are ways for the EMNEs to effectively overcome CD. In Essay 1, using insights from the symbolic interaction paradigm in sociology, I developed the Dynamic Socio-Cultural Model (DSCM), to uncover the general process of cultural creation and change. At the core of the DSCM is the process of collective learning and adaptive …

Ceo Political Ideology And Mergers And Acquisitions Decisions, Ahmed M. Elnahas, Kim Dongnyoung

EKU Faculty and Staff Scholarship

We examine the relation between CEOs political ideology and their firms' investment decisions, particularly their M&A decisions. Employing individual financial contributions data for the period from 1993 to 2006, we find that firm's investment decisions vary with CEO's political ideology. Our evidence indicates that Republican CEOs are less likely to engage in M&A activities. When they do undertake acquisitions, they are more likely to use cash as the method of payment, and their targets are more likely to be public firms and to be from the same industry. Further, Republican CEOs tend to avoid high information asymmetry acquisitions that involve …

Taxation, Competitiveness, And Inversions: A Response To Kleinbard, Michael S. Knoll

All Faculty Scholarship

In this report, I argue that the inversion situation is more nuanced, complex, and ambiguous than Edward D. Kleinbard acknowledges, and I challenge Kleinbard’s claim that U.S. multinationals are on a tax par with their foreign competitors.

Perfectly Frank: A Reflection On Quality Lawyering In Honor Of R. Franklin Balotti, Leo E. Strine Jr., James J. Hanks Jr., John F. Olson, A. Gilchrist Sparks, E. Norman Veasey, Gregory P. Williams

All Faculty Scholarship

This essay honoring the late R. Franklin Balotti focuses upon certain of the key attributes necessary to practice business law effectively and ethically. Among these attributes are a strong work ethic, the integrity to stand behind your own advice and candidly admit when things do not go according to plan, empathy for how others will view your client’s actions and the ability to communicate that perception to your client, the confidence to change the pace of a transaction when a slow down or time out is warranted, and the ability to have some fun and laugh (even at yourself). Perhaps …

When The Target May Know Better: Effects Of Experience And Information Asymmetries On Value From Mergers And Acquisitions, Ilya R. P. Cuypers, Youtha Cuypers, Xavier Martin

Research Collection Lee Kong Chian School Of Business

Extending research on the effect of experience on acquisition outcomes, we examine how the differential in previous M&A experience between the target and the acquirer affects the value they, respectively, obtain when the acquirer takes over the target. Drawing on literature about organizational learning, negotiation, and information economics, we theorize that the party with greater experience will be able to obtain more value. Furthermore, we theorize that the effect of differential M&A experience on value obtained is contingent on the level of information asymmetry the acquirer faces with respect to the target, specifically as a function of the target's product-market …

Cross-Border M&A: Challenges And Opportunities In Global Business Environment [Guest Editors' Introduction], Rosa Caizza, Katsuhiko Shimizu, Toru Yoshikawa

Research Collection Lee Kong Chian School of Business

Under a rapidly changing and globalizing environment, mergers and acquisitions (M&As) have become one of the most important strategic initiatives. In this context, cross-border M&As provide various opportunities and benefits such as expeditious entry into new markets by gaining local knowledge, supplier networks, government relationships, and customers embedded in the target firm.

Technology Mergers And Acquisitions In The Presence Of An Installed Base: A Strategic Analysis, Qiu-Hong Wang, Kai-Lung Hui

Research Collection School Of Computing and Information Systems

We study the strategic benefits of M&A when competing IT vendors sell different generations of the same product with different quality. We assume the new product arrives unexpectedly when an installed base of old product exists. We show that the combination of consumers' purchase history and heterogeneity leads to new demand complexity that gives rise to innovative product strategies. We find that shelving the old product is an important motivation for M&A. The acquirer may exercise static or intertemporal price discrimination depending on whether it can exercise upgrade pricing. M&A may speed up or slow down new product consumption, and …

Female Board Representation And Corporate Acquisition Intensity, Guoli Chen, Craig Crossland, Sterling Huang

Research Collection School Of Accountancy

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, multi-year 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 difference-in-differences analysis on a sub-sample of firms that experienced exogenous changes in board …

Rivals’ Reactions To Mergers And Acquisitions, Klaus Uhlenbruck, Margaret Hughes-Morgan, Michael A. Hitt, Walter J. Ferrier, Rhett Brymer

Management Faculty Research and Publications

Mergers and acquisitions research has principally focused on attributes of the acquiring firm and post-acquisition outcomes. To extend our knowledge, we focus on external factors, in particular rival responses, and explore when and how rivals respond to their competitor’s acquisitions. Leveraging the awareness–motivation–capability framework, we predict and find evidence that a rival’s dependence on markets in common with the acquirer, resource similarity between rival and acquirer, and a rival’s organizational slack increase the volume and, in some cases, also the complexity of a rival’s competitive actions following an acquisition. Furthermore, the type of acquisition positively moderates some of these relationships. …

Benefits Of Foreign Ownership: Evidence From Foreign Direct Investment In China, Xiao Wang, Jian Wang

Economics & Finance Faculty Publications

To examine the effect of foreign direct investment, this paper compares the post-acquisition performance changes of foreign- and domestic-acquired firms in China. Unlike previous studies, we investigate the purified effect of foreign ownership by using domestic-acquired firms as the control group. After controlling for the acquisition effect that exists in domestic acquisitions, we find no evidence that foreign ownership can bring additional productivity gains to target firms, though both foreign and domestic acquisitions bring productivity improvements to target firms. In contrast, a strong and robust finding is that foreign ownership significantly improves target firms' financial conditions and exports relative to …

Bad Corporate Marriages: Waking Up In Bed The Morning After, Ye Cai, Hersh Shefrin

Finance

This paper examines corporate risk taking behavior in the wake of unsuccessful merger activities. We find that relative to other firms, firms that made bad acquisitions take both more systematic risk and more idiosyncratic risk. Moreover, higher risk is associated with greater value destruction and stronger corporate governance. The increased risk can be traced to increased cash flow volatility, increased leverage, decreased asset liquidity, more investment in R&D, and more equity-based executive compensation. These findings are in line with the behavioral approach suggesting that in the domain of losses, decision makers generally become more tolerant of risk.

How Do Acquirers Choose Between Mergers And Tender Offers?, David Offenberg, Christo Pirinsky

Finance Faculty Works

Tender offers provide the advantage of substantially faster completion times than mergers. However, a tender offer signals to the target higher demand for its shares and raises its reservation price. In equilibrium, bidders tradeoff speed and cost. Consistent with this theory, we show that deals in more competitive environments and deals with fewer external impediments on execution are more likely to be structured as tender offers. Tender offers also require higher premiums than mergers. Finally, the rivals of the bidding firm realize significantly lower announcement returns and subsequent operating performance in tender offers than in mergers.

Common Auditors In M&A Transactions, Ye Cai, Yongtae Kim, Jong Chool Park, Hal D. White

Accounting

We examine merger and acquisition (M&A) transactions in which the acquirer and the target share a common auditor. We predict that a common auditor can help merging firms reduce uncertainty throughout the acquisition process, which allows managers to more efficiently allocate their capital, resulting in higher quality M&As. Consistent with our prediction, we find that deals with common auditors have higher acquisition announcement returns than do non-common-auditor deals. Further, we find that the common-auditor effect is more pronounced for deals with greater pre-acquisition uncertainty and deals involving acquirers and targets that are audited by the same local office of the …

Do Industry Specialist Auditors Add Value In Mergers And Acquisitions?, Ho-Young Lee, Vivek Mande, Jong Chool Park

Accounting Faculty Publications

This study examines whether the stock market returns surrounding announcements of mergers and acquisitions (M&A) are higher for acquiring firms audited by industry specialists. External auditors are uniquely positioned to provide assurance on the financial statements of their acquiring clients both before and after an acquisition. Also, an important aspect of due diligence in M&A transactions is the external auditors review of the accounting records, financial statements, internal controls and information systems of the target company. Using a sample of 4,283 M&A announcements between 1988 and 2011 in the United States of America, we report the results from our main …

Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Jill E. Fisch, Sean J. Griffith, Steven M. Davidoff

All Faculty Scholarship

Shareholder litigation challenging corporate mergers is ubiquitous, with the likelihood of a shareholder suit exceeding 90%. The value of this litigation, however, is questionable. The vast majority of merger cases settle for nothing more than supplemental disclosures in the merger proxy statement. The attorneys that bring these lawsuits are compensated for their efforts with a court-awarded fee. This leads critics to charge that merger litigation benefits only the lawyers who bring the claims, not the shareholders they represent. In response, defenders of merger litigation argue that the lawsuits serve a useful oversight function and that the improved disclosures that result …

Introduction To Institutional Investor Activism: Hedge Funds And Private Equity, Economics And Regulation, William W. Bratton, Joseph A. Mccahery

All Faculty Scholarship

The increase in institutional ownership of recent decades has been accompanied by an enhanced role played by institutions in monitoring companies’ corporate governance behaviour. Activist hedge funds and private equity firms have achieved a degree of success in actively shaping the business plans of target firms. They may be characterized as pursuing a common goal – in the words used in the OECD Steering Group on Corporate Governance, both seek ‘to increase the market value of their pooled capital through active engagement with individual public companies. This engagement may include demands for changes in management, the composition of the board, …

Impact Of The Ceo Effect On Premiums In Mergers And Acquisitions, Caitlin Duncan

Honors Scholar Theses

The rationale behind a merger or acquisition is to improve the financial performance of the acquiring firm. Many factors go into the the valuation of a company and consequently the premium paid.

This paper will examine what impact upper management, specifically the CEO, has on the valuation of a company during mergers and acquisitions. This impact, called the CEO effect, will be central to the paper. Different valuation methods of this effect, as well as firm valuations, will be analyzed and considered. Specifically, how the CEO effect affects the premium paid by the acquiring firm will be the main focus. …

2014 M&A Update, Alexandra S. Schmid, Carol M. Sanchez, Stephen R. Goldberg

Peer Reviewed Articles

Market conditions for mergers and acquisitions (M&As) remained positive in 2013. Relative economic growth in the U.S. and within specific industry sectors, and positive economic developments in the emerging markets signaled an optimistic outlook for M&A activity. There was a decline in worldwide M&A transactions in the first half of 2013 following a modest gain in 2012 which resulted in an overall slowdown in M&A activities, yet there are positive signs for future M&A growth. Corporate executives and their boards were selective with their investment choices and sought many of their M&A opportunities in the middle market. In this article, …

Bankers And Chancellors, William W. Bratton, Michael L. Wachter

All Faculty Scholarship

The Delaware Chancery Court recently squared off against the investment banking world with a series of rulings that tie Revlon violations to banker conflicts of interest. Critics charge the Court with slamming down fiduciary principles of self-abnegation in a business context where they have no place or, contrariwise, letting culpable banks off the hook with ineffectual slaps on the wrist. This Article addresses this controversy, offering a sustained look at the banker-client advisory relationship. We pose a clear answer to the questions raised: although this is nominally fiduciary territory, both banker-client relationships and the Chancery Court’s recent interventions are contractually …

Innovation As Determining Factor Of Post-M&A Performance: The Case Of Vietnam, Quan Hoang Vuong, Nancy K. Napier, Donaldine E. Samson

International Business Program

This research aims to communicate new results of empirical investigations to learn about the relationship between determination of controlling an acquired firm’s capital, assets and brand versus its capability of innovation and ex post performance of Vietnam’s M&A industry in the 2005-2012 period. The analysis employs a categorical data sample, consisting of 212 M&A cases, and performs a number of logistic regressions with significant results being reported on relationships between pre-M&A strategic pursuit of innovation (versus capital/physical assets) of the acquired and post-M&A performance. In addition, pre-M&A capital expenditures tend to cause poor post-M&A performance. As a general conclusion, this …

Acquisitions Driven By Stock Overvaluation: Are They Good Deals?, Fangjian Fu, Leming Lin, Micah Officer

Research Collection Lee Kong Chian School Of Business

Theory and recent evidence suggest that overvalued firms can create value for shareholders if they exploit their overvaluation by using their stock as currency to purchase less overvalued firms. We challenge this idea and show that, in practice, overvalued acquirers significantly overpay for their targets. These acquisitions do not, in turn, lead to synergy gains. Moreover, these acquisitions seem to be concentrated among acquirers with the largest governance problems. CEO compensation, not shareholder value creation, appears to be the main motive behind acquisitions by overvalued acquirers.