敌意收购和友好收购目标的特征

R. Morck, Andrei Shleifer, Robert W. Vishny
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引用次数: 74

摘要

与《财富》500强公司的平均规模相比,敌意收购的目标规模更小、历史更悠久、托宾Q值更低、投资收入更少、增长更慢。低Q似乎是行业特有的效应,而不是公司特有的效应。此外,与一般公司相比,敌意目标不太可能由创始家族成员经营,高管持股比例也较低。相比之下,友好收购的目标比财富500强公司的平均规模更小,成立时间也更短,并且具有可与托宾Qs和大多数其他财务特征相比较的特征。与一般公司相比,友好的目标公司更有可能由创始家族成员经营,并且拥有更高的高管所有权。拥有大量股份和/或与创始人有关系的首席执行官决定退休,往往会促成友好收购。这些结果表明,收购的动机往往决定其情绪。因此,纪律收购往往是敌对的,而协同收购往往是友好的。
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Characteristics of Hostile and Friendly Takeover Targets
Compared to an average Fortune 500 firm, a target of a hostile takeover is smaller, older, has a lower Tobin's Q, invests less of its income, and is growing more slowly. The low Q seems to be an industry-specific rather than a firm-specific effect. In addition, a hostile target is less likely to be run by a member of the founding family, and has lower officer ownership, than the average firm. In contrast, a target of a friendly acquisitions is smaller and younger than an average Fortune 500 firm, and has comparable Tobin's Qs and most other financial characteristics. Friendly targets are more likely to be run by a member of the founding family, and have higher officer ownership, than the average firm. The decision of a CEO with a large stake and/or with a relationship to a founder to retire often precipitates a friendly acquisition. These results suggest that the motive for a takeover often determines its mood. Thus disciplinary takeovers are more often hostile, and synergistic ones are more often friendly.
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