Although there has been an exponential increase in the number and size of cross-border mergers during the past decade, there is little research that examines whether such deals are value-enhancing activities for shareholders of successful bidders. We investigate long-term abnormal returns to 361 successful U.S. bidders for foreign targets between 1985 and 1995. Employing a procedure recommended by Lyon et al. (1999) in order to minimize bias in calculating such returns, we find that abnormal returns are significantly negative over both a three- and a five-year window for successful bidders in cross-border mergers. We then divide the firms based upon categorizations employed by Ali and Hwang (2000), who examine country-specific factors related to the value relevance of accounting data. We hypothesize that factors which make accounting data less value-relevant (e.g., the level of alignment of financial and tax accounting) also will make it more difficult for bidding firms to price targets accurately in these countries. If this is true, bidder firms acquiring targets in these countries should realize larger negative abnormal returns. However, we find that negative abnormal returns are smaller in such countries. This may be due to a higher cost of capital for firms in these countries, resulting in a built-in discount to bidders.
{"title":"The Long-Term Success of Cross-Border Mergers and Acquisitions","authors":"T. A. Carnes, E. Black, Tomas Jandik","doi":"10.2139/ssrn.270288","DOIUrl":"https://doi.org/10.2139/ssrn.270288","url":null,"abstract":"Although there has been an exponential increase in the number and size of cross-border mergers during the past decade, there is little research that examines whether such deals are value-enhancing activities for shareholders of successful bidders. We investigate long-term abnormal returns to 361 successful U.S. bidders for foreign targets between 1985 and 1995. Employing a procedure recommended by Lyon et al. (1999) in order to minimize bias in calculating such returns, we find that abnormal returns are significantly negative over both a three- and a five-year window for successful bidders in cross-border mergers. We then divide the firms based upon categorizations employed by Ali and Hwang (2000), who examine country-specific factors related to the value relevance of accounting data. We hypothesize that factors which make accounting data less value-relevant (e.g., the level of alignment of financial and tax accounting) also will make it more difficult for bidding firms to price targets accurately in these countries. If this is true, bidder firms acquiring targets in these countries should realize larger negative abnormal returns. However, we find that negative abnormal returns are smaller in such countries. This may be due to a higher cost of capital for firms in these countries, resulting in a built-in discount to bidders.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"33 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2001-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"91028774","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
This paper investigates the relation between the ownership structure and the performance of corporations if ownership is made multi-dimensional and also is treated as an endogenous variable. To our knowledge, no prior study has treated the corporate control problem this way. We find no statistically significant relation between ownership structure and firm performance. This finding is consistent with the view that diffuse ownership, while it may exacerbate some agency problems, also yields compensating advantages that generally offset such problems. Consequently, for data that reflect market-mediated ownership structures, no systematic relation between ownership structure and firm performance is to be expected.
{"title":"Ownership Structure and Corporate Performance","authors":"H. Demsetz, Belén Villalonga","doi":"10.2139/ssrn.266101","DOIUrl":"https://doi.org/10.2139/ssrn.266101","url":null,"abstract":"This paper investigates the relation between the ownership structure and the performance of corporations if ownership is made multi-dimensional and also is treated as an endogenous variable. To our knowledge, no prior study has treated the corporate control problem this way. We find no statistically significant relation between ownership structure and firm performance. This finding is consistent with the view that diffuse ownership, while it may exacerbate some agency problems, also yields compensating advantages that generally offset such problems. Consequently, for data that reflect market-mediated ownership structures, no systematic relation between ownership structure and firm performance is to be expected.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"17 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2001-04-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"89893613","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Stock option grants to top managers have largely contributed to the dramatic increase in US executive pay in recent years. In this paper it is argued that stock options, compared to other forms of compensation, have created strong incentives for managers to engage in lobbying activities for higher compensation. The empirical results presented for the S&P 500 firms and the years from 1992 to 1997 show that the relative success of such skimming activities is shaped by institutional controls. Stock option grants are substantially lower when control by the board of directors and the shareholders is higher, and competition on the product market of a firm is stronger.
{"title":"Are Stock Options the Managers' Blessing? Stock Option Compensation and Institutional Controls","authors":"Matthias Benz, M. Kucher, A. Stutzer","doi":"10.2139/ssrn.251009","DOIUrl":"https://doi.org/10.2139/ssrn.251009","url":null,"abstract":"Stock option grants to top managers have largely contributed to the dramatic increase in US executive pay in recent years. In this paper it is argued that stock options, compared to other forms of compensation, have created strong incentives for managers to engage in lobbying activities for higher compensation. The empirical results presented for the S&P 500 firms and the years from 1992 to 1997 show that the relative success of such skimming activities is shaped by institutional controls. Stock option grants are substantially lower when control by the board of directors and the shareholders is higher, and competition on the product market of a firm is stronger.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"17 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2001-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"84326455","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
The paper investigates how auditor resignations affect capital market participants' perception of firms from which the auditors resign ("former clients") and of firms that continue as clients of the resigning auditor ("continuing clients"). We find that resignation announcements result in significant negative abnormal returns for former clients and in significant positive abnormal returns for a sample of continuing clients (matched on industry, time period, and recent stock-price performance). As in prior work on auditors' actions, these effects are most pronounced when the news media reports the resignation. We investigate continuing clients because in recent years auditors have adopted a portfolio approach to risk management that includes centralized risk-based screening. We propose that the absence of resignation signals that, despite its poor performance, the continuing client has satisfied the auditor's unobservable risk-screening process. Therefore, the positive abnormal returns observed for the continuing clients suggest that despite their poor recent performance, the auditor believes the continuing clients' accounting methods and financial reporting choices are not misleading. We rule out a competition-based intra-industry information transfer as an alternative explanation for the positive abnormal returns.
{"title":"Do Auditor Resignations Convey Private Information About Continuing Audit Clients?","authors":"M. Beneish, P. Hopkins, I. Jansen","doi":"10.2139/ssrn.268953","DOIUrl":"https://doi.org/10.2139/ssrn.268953","url":null,"abstract":"The paper investigates how auditor resignations affect capital market participants' perception of firms from which the auditors resign (\"former clients\") and of firms that continue as clients of the resigning auditor (\"continuing clients\"). We find that resignation announcements result in significant negative abnormal returns for former clients and in significant positive abnormal returns for a sample of continuing clients (matched on industry, time period, and recent stock-price performance). As in prior work on auditors' actions, these effects are most pronounced when the news media reports the resignation. We investigate continuing clients because in recent years auditors have adopted a portfolio approach to risk management that includes centralized risk-based screening. We propose that the absence of resignation signals that, despite its poor performance, the continuing client has satisfied the auditor's unobservable risk-screening process. Therefore, the positive abnormal returns observed for the continuing clients suggest that despite their poor recent performance, the auditor believes the continuing clients' accounting methods and financial reporting choices are not misleading. We rule out a competition-based intra-industry information transfer as an alternative explanation for the positive abnormal returns.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"28 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2001-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"81468521","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
A color reproduction controller accesses corrected color values for driving an output color reproduction device by forming, for each color value of each pixel to be reproduced, a data pointer comprising a first word portion of a first color value and second and third word portions of second and third color values, the second and third word portions being smaller than the first word portion. The resultant words are smaller than those of the combined length of the color values from which they are formed and result in significantly smaller memory space.
{"title":"Accounting for the Tax Benefits of Employee Stock Options and Implications for Research","authors":"T. Shevlin, Michelle Hanlon","doi":"10.2139/ssrn.271310","DOIUrl":"https://doi.org/10.2139/ssrn.271310","url":null,"abstract":"A color reproduction controller accesses corrected color values for driving an output color reproduction device by forming, for each color value of each pixel to be reproduced, a data pointer comprising a first word portion of a first color value and second and third word portions of second and third color values, the second and third word portions being smaller than the first word portion. The resultant words are smaller than those of the combined length of the color values from which they are formed and result in significantly smaller memory space.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"56 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2001-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"89354220","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Insider trading likely is one of the most common forms of securities fraud, yet it remains one of the most controversial aspects of securities regulation among legal (and economic) scholars. This paper provides a comprehensive overview of both the law of insider trading and the contested economic analysis thereof. The paper adopts a historical approach to the doctrinal aspects of insider trading, beginning with turn of the 20th Century state common law, and tracing the prohibition's evolution up to the most recent U.S. Supreme Court decisions under Rule 10b-5. The paper then reviews the debate between those scholars favoring deregulation of insider trading, allowing corporations to set their own insider trading policies by contract, and those who contends that the property right to inside information should be assigned to the corporation without the right of contractual reassignment. The paper also reviews the public choice analysis of insider trading to show that the prohibition benefits market professionals and corporate managers rather than investors.
{"title":"The Law and Economics of Insider Trading: A Comprehensive Primer","authors":"Stephen M. Bainbridge","doi":"10.2139/SSRN.261277","DOIUrl":"https://doi.org/10.2139/SSRN.261277","url":null,"abstract":"Insider trading likely is one of the most common forms of securities fraud, yet it remains one of the most controversial aspects of securities regulation among legal (and economic) scholars. This paper provides a comprehensive overview of both the law of insider trading and the contested economic analysis thereof. The paper adopts a historical approach to the doctrinal aspects of insider trading, beginning with turn of the 20th Century state common law, and tracing the prohibition's evolution up to the most recent U.S. Supreme Court decisions under Rule 10b-5. The paper then reviews the debate between those scholars favoring deregulation of insider trading, allowing corporations to set their own insider trading policies by contract, and those who contends that the property right to inside information should be assigned to the corporation without the right of contractual reassignment. The paper also reviews the public choice analysis of insider trading to show that the prohibition benefits market professionals and corporate managers rather than investors.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"1 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2001-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"79493731","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
In view of the increase in cross-border investment participation in securities markets as well as the number of potential mergers and collaborations between the securities exchanges of different countries, it is important to have an overview of the different approaches taken by various jurisdictions in regulating the securities industry. This paper contrasts the different approaches taken to regulate insider trading in several common law countries in the Asia-Pacific region, namely, Australia, Hong Kong, New Zealand, Malaysia and Singapore. Its focus is on how the regulations in these countries, in relation to their target group and the sanctions that are prescribed, reflect the different legal theories associated with insider trading. Problems associated with providing suitable sanctions that are both consistent with these theories and practicably workable are also discussed.
{"title":"A Comparative Analysis of Insider Trading Regulation - Who is Liable and What are the Sanctions?","authors":"V. C. Yeo","doi":"10.2139/SSRN.260884","DOIUrl":"https://doi.org/10.2139/SSRN.260884","url":null,"abstract":"In view of the increase in cross-border investment participation in securities markets as well as the number of potential mergers and collaborations between the securities exchanges of different countries, it is important to have an overview of the different approaches taken by various jurisdictions in regulating the securities industry. This paper contrasts the different approaches taken to regulate insider trading in several common law countries in the Asia-Pacific region, namely, Australia, Hong Kong, New Zealand, Malaysia and Singapore. Its focus is on how the regulations in these countries, in relation to their target group and the sanctions that are prescribed, reflect the different legal theories associated with insider trading. Problems associated with providing suitable sanctions that are both consistent with these theories and practicably workable are also discussed.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"354 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2001-01-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"80099337","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
This Paper considers the corporate governance aspects of a regulatory program aimed to lure Israeli issuers listed only on U.S. markets to dual-list on the Tel Aviv Stock Exchange. It is a companion to another paper, which analyzes the international regulatory implications of that project (see http://papers.ssrn.com/sol3/papers.cfm?abstract_id=240888). The program provides a rare opportunity to analyze the role of managerial opportunism in foreign listing transactions. In its unique setting, most of the commonly cited motivations for foreign listing are held constant and the costs associated with foreign listing are largely sunk costs. From the vantage-point of most Israeli U.S.-listed issuers, the differences in disclosure duties under the Israeli regime originally intended for them and the American foreign issuer regime refer to corporate governance issues. The staunch resistance from the business and financial sectors to any additional disclosure under Israeli regulation is consistent with managerial reluctance to become subject to a more exacting corporate governance framework. This resistance also sheds light on the role managerial opportunism may play in legislative processes that relate to corporate governance and supports arguments about path dependence in corporate governance systems.
{"title":"Managerial Opportunism and Foreign Listing: Some Direct Evidence","authors":"A. Licht","doi":"10.2139/SSRN.256653","DOIUrl":"https://doi.org/10.2139/SSRN.256653","url":null,"abstract":"This Paper considers the corporate governance aspects of a regulatory program aimed to lure Israeli issuers listed only on U.S. markets to dual-list on the Tel Aviv Stock Exchange. It is a companion to another paper, which analyzes the international regulatory implications of that project (see http://papers.ssrn.com/sol3/papers.cfm?abstract_id=240888). The program provides a rare opportunity to analyze the role of managerial opportunism in foreign listing transactions. In its unique setting, most of the commonly cited motivations for foreign listing are held constant and the costs associated with foreign listing are largely sunk costs. From the vantage-point of most Israeli U.S.-listed issuers, the differences in disclosure duties under the Israeli regime originally intended for them and the American foreign issuer regime refer to corporate governance issues. The staunch resistance from the business and financial sectors to any additional disclosure under Israeli regulation is consistent with managerial reluctance to become subject to a more exacting corporate governance framework. This resistance also sheds light on the role managerial opportunism may play in legislative processes that relate to corporate governance and supports arguments about path dependence in corporate governance systems.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"21 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2001-01-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83218425","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
This paper considers the issue of when venture capitalists (VCs) make a partial, as opposed to a full exit, for the full range of exit vehicles. A full exit for an IPO involves a sale of all of the venture capitalist's holdings within one year of the IPO; a partial exit involves sale of only part of the venture capitalist's holdings within that period. A full acquisition exit involves the sale of the entire firm for cash; in a partial acquisition exit, the venture capitalist receives (often illiquid) shares in the acquiror firm instead of cash. In the case of a secondary sale or a buyback exit (in which the entrepreneur buys out the venture capitalist), a partial exit entails a sale of only part of the venture capitalist's holdings. A partial write-off involves a write down of the investment. We perform empirical tests on samples of full and partial exits derived from a survey of Canadian and U.S. venture capital firms. The evidence indicates that partial exits are more likely for IPOs and secondary sales in Canada. Partial exits in Canada are also more likely the greater the market to book value of the investment. Partial exits in the U.S., by contrast, are more likely for buyback exits and when there is greater capital available for investment in the venture capital industry. The U.S. evidence further indicates that partial acquisition exits are more likely for technology firms, the longer the investment duration, and the greater the market to book value of the entrepreneurial firm. We also present evidence that the longer the investment duration, the more likely that venture capital investments will be written down, rather than completely written off. The differences we find between the Canadian and U.S. samples highlight the impact of legal and institutional factors on exit strategies.
{"title":"The Extent of Venture Capital Exits: Evidence from Canada and the United States","authors":"Douglas J. Cumming, Jeffrey G. MacIntosh","doi":"10.2139/ssrn.250519","DOIUrl":"https://doi.org/10.2139/ssrn.250519","url":null,"abstract":"This paper considers the issue of when venture capitalists (VCs) make a partial, as opposed to a full exit, for the full range of exit vehicles. A full exit for an IPO involves a sale of all of the venture capitalist's holdings within one year of the IPO; a partial exit involves sale of only part of the venture capitalist's holdings within that period. A full acquisition exit involves the sale of the entire firm for cash; in a partial acquisition exit, the venture capitalist receives (often illiquid) shares in the acquiror firm instead of cash. In the case of a secondary sale or a buyback exit (in which the entrepreneur buys out the venture capitalist), a partial exit entails a sale of only part of the venture capitalist's holdings. A partial write-off involves a write down of the investment. We perform empirical tests on samples of full and partial exits derived from a survey of Canadian and U.S. venture capital firms. The evidence indicates that partial exits are more likely for IPOs and secondary sales in Canada. Partial exits in Canada are also more likely the greater the market to book value of the investment. Partial exits in the U.S., by contrast, are more likely for buyback exits and when there is greater capital available for investment in the venture capital industry. The U.S. evidence further indicates that partial acquisition exits are more likely for technology firms, the longer the investment duration, and the greater the market to book value of the entrepreneurial firm. We also present evidence that the longer the investment duration, the more likely that venture capital investments will be written down, rather than completely written off. The differences we find between the Canadian and U.S. samples highlight the impact of legal and institutional factors on exit strategies.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"55 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2000-12-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"86743316","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
We model the capital structure choice of a firm that operates under imperfect competition. Extant literature demonstrates that debt commits a firm to an aggressive output stance, which is an advantage to the firm under Cournot competition. However, empirical evidence, indicates that debt is, in fact, a disadvantage under imperfect competition. We reconcile the theory with the evidence by incorporating firms' relations with their suppliers, in a model of strategic firm-rival interactions. Under imperfect competition and incomplete contracting, we show that although debt financing improves a firm's input sourcing efficiency it could also benefit the firm's rivals by lowering their input costs. This effect offsets the benefits due to aggressive product market strategies that result from increased debt. Under certain conditions this subsidy effect is sufficiently strong that debt is suboptimal in equilibrium and leads to an increase in rival's shareholder value. Copyright 2000 by MIT Press.
{"title":"The Impact of Capital Structure on Efficient Sourcing and Strategic Behavior","authors":"Sudha Krishnaswami, Venkat Subramaniam","doi":"10.2139/ssrn.254289","DOIUrl":"https://doi.org/10.2139/ssrn.254289","url":null,"abstract":"We model the capital structure choice of a firm that operates under imperfect competition. Extant literature demonstrates that debt commits a firm to an aggressive output stance, which is an advantage to the firm under Cournot competition. However, empirical evidence, indicates that debt is, in fact, a disadvantage under imperfect competition. We reconcile the theory with the evidence by incorporating firms' relations with their suppliers, in a model of strategic firm-rival interactions. Under imperfect competition and incomplete contracting, we show that although debt financing improves a firm's input sourcing efficiency it could also benefit the firm's rivals by lowering their input costs. This effect offsets the benefits due to aggressive product market strategies that result from increased debt. Under certain conditions this subsidy effect is sufficiently strong that debt is suboptimal in equilibrium and leads to an increase in rival's shareholder value. Copyright 2000 by MIT Press.","PeriodicalId":47357,"journal":{"name":"Corporate Communications","volume":"47 1","pages":""},"PeriodicalIF":2.0,"publicationDate":"2000-11-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"81020152","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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