Changes In Corporate Control Research Articles

M&A Activities and Changes in Corporate Control across Chinese Cities: Spatial Patterns and Locational Implications

This study examines spatial shifts across Chinese cities between 2002 and 2018 in corporate control due to mergers and acquisitions (M&As), which are important for the Chinese urban system based on the command-and-control criteria. Descriptive results indicate that the spatial reallocation of corporate control in China has been largely dominated by metropolises, provincial capitals, and urban agglomerations. Evidence of geographical dispersion of corporate control has been found from the enlarged gains or losses in some inland and lower tier cities. Regression results underline the crucial roles that are played by regional comparative advantages, corporate demography, and government intervention in the disparate positions of Chinese cities in the M&A network. Regional economic development, output efficiency, and spatial agglomeration of listed enterprises have significantly positive effects in converging or exporting corporate control for places. Moreover, cities with higher administrative levels and policy support from the state tend to experience a net gain in corporate control. We suggest that state-led policies in emerging economies should focus on the positive impacts of corporate M&As in acquiring external assets and promoting regional integration. This study will not only advance our understanding of the geography of domestic M&As in emerging economies but also provide an alternative perspective on the dynamics behind changes in city networks.

2014 Amendments of the Law of Corporate Groups in Japan

企業結合規制の整備は、コーポレート・ガバナンス規制の整備と並んで、二〇一四（平成二六）年改正会社法（以下「平成二六年改正法」という）の最も重要な課題であった。平成二六年改正法は、企業結合規制として、多重代表訴訟（会社法八四七条の三第七項）や特別支配株主の株式等売渡請求権（会社法一七九条一項）等、親会社・その株主のための規制を導入した。そもそも企業結合法は、親会社から子会社の少数派株主・債権者を保護する目的で世界最初にドイツで導入された1)。しかし、日本の平成二六年改正法では、子会社の少数派株主・債権者保護のための規制は取り入れられなかった。Regulation of corporate groups was first properly introduced into Japan with the 2014 amendments to the Companies Act. The new rules regulate the formation of corporate groups through changes in corporate control with methods such as new share issuances (article 206-2 etc), multiple derivative actions (article 847-3 etc), and cash-outs of minorities by special controlling shareholders (articles 179 et seq.). These rules are aimed at protecting the economically privileged parent companies or their shareholders, not the weaker minority shareholders of subsidiaries or creditors. Is the regulation of corporate groups now complete with the above measures, or does Japan need further legislative intervention in this field? This paper aims to highlight the issues of Japan’s law on corporate groups going forward.

Effects of Mergers and Acquisitions on Shareholder Wealth: Event Study for Latin American Airlines

ABSTRACTThis study analyzes the effect of changes in corporate control on the way shareholders benefit from the announcements of selling and buying airlines, thus contributing to the literature on mergers and acquisitions (M&As) in emerging markets. Using a methodology of event study, including GARCH and OLS models, we find evidence that some selling companies obtain abnormal returns that are statistically significant after the announcement of the M&A. However, when the merger is not strategic, the companies present statistically significant negative abnormal returns. The results are not conclusive when analyzing the effect on the value of the buying companies.

Effects of Mergers and Acquisitions on Shareholder Wealth: Event Study for Latin American Airlines

ABSTRACTThis study analyzes the effect of changes in corporate control on the way shareholders benefit from the announcements of selling and buying airlines, thus contributing to the literature on mergers and acquisitions (M&As) in emerging markets. Using a methodology of event study, including GARCH and OLS models, we find evidence that some selling companies obtain abnormal returns that are statistically significant after the announcement of the M&A. However, when the merger is not strategic, the companies present statistically significant negative abnormal returns. The results are not conclusive when analyzing the effect on the value of the buying companies.

To scheme or bid? Choice of takeover method and impact on premium

In recent years there has been an increasing use of members’ schemes of arrangement to bring about a change in corporate control. This increasing use of schemes has been criticised in public quarters on the basis that unlike takeovers, schemes are not subject to the Eggleston principles and have arguably led to target shareholders receiving lower offer prices. This study provides the first large-sample empirical evidence on differences between schemes and takeovers. We find that the likelihood of the use of schemes significantly increases when target firm ownership concentration is higher and when the bidder has a lower toehold. Scheme usage is also more likely for larger targets and bidders with higher leverage. Consistent with public criticisms of schemes, we find that after controlling for self-selection premiums in schemes are significantly lower than those in takeovers.

Who Gains from Buying Bad Bidders?

AbstractWe study the value gains from takeovers of firms with poor acquisition histories. We document that the premium received by target shareholders is higher when the value loss from the targets’ prior acquisitions is larger. However, the gains to target shareholders seem to be offset by losses to acquiring shareholders. The average announcement return to acquiring shareholders is negative and decreasing in the value loss from the targets’ prior acquisitions. Additionally, the combined acquirer-target value created in these takeovers is insignificant. These results suggest that the value lost from targets’ prior acquisitions is not recovered through changes in corporate control.

Acquisitions, Productivity, and Profitability: Evidence from the Japanese Cotton Spinning Industry

We explore how changes in ownership affect the productivity and profitability of producers. Using detailed data from the Japanese cotton spinning industry at the turn of the last century, we find that acquired firms’ production facilities were not on average less physically productive than the plants of the acquiring firms before acquisition. They were much less profitable, however, due to higher inventory levels and lower capacity utilization—differences that reflected problems in managing the uncertainties of demand. After acquisitions, less profitable acquired plants saw drops in inventories and gains in capacity utilization that raised both their productivity and profitability levels. (JEL D24, G32, G34, L11, L25, L66, N65) The influence of changes in corporate control of assets on productivity has been a focus of theoretical and empirical research for some time. In principle, mergers and acquisitions can reallocate control of productive assets to entities that are able to apply them more efficiently. Besides increasing the productivity of the individual production units that are merged or acquired, a broader process of such reallocations can also lead to aggregate productivity growth. Such a mechanism therefore has the potential to explain patterns of productivity at both the micro- and macro-levels. Implicit in the story of this mechanism—though not often treated explicitly in the empirical work on the subject—is the notion that productivity growth occurs when changes in ownership and control put assets in more able managers’ hands. 1

Do Golden Parachutes increase CEO’s DESIRE to be taken over? empirical evidence from australia and united states

This study investigates whether the large payouts that are available to Chief Executive Officers (CEOs) from a change in corporate control (takeover) do motivate some CEOs to seek acquisition of their firms by making them more attractive to a takeover bid. Using Australian and the US data, employing OLS regression, we report that there is a significant relationship between a CEOs change in control payments and their firm’s net cash levels (one of the key factors of takeover attractiveness). Our empirical results also indicate that CEOs desire their firms to be acquired by decreasing shareholders’ equity, thus supporting the view that change in control payments exist primarily for incumbent managers. Our findings provide support to the proposition that managers enjoy having large cash balances to be available to them as it allows them with greater opportunities to derive personal benefit from it. Therefore, our findings suggest that managers prefer to have large cash balances available to them to ensure their future wellbeing by setting up favourable terms in the control agreements.

An analysis of failed takeover attempts and merger cancellations

PurposeThis study seeks to analyze the differences between merger cancellations and three types of takeover failures: failures that are associated with targeted share repurchases (greenmail), failures in which the sole bidder simply withdraws the offer, and failures that are accompanied by a general share repurchase (buyback).Design/methodology/approachThe paper uses event study methods and regression analysis.FindingsThe paper observes negative target stock price reactions around all types of takeover failures and merger cancellations. However, the cumulative effect of takeover attempts is positive, suggesting that even unsuccessful tender offers generate permanent gains to target firm shareholders, while the cumulative effect of canceled mergers is negative. Furthermore, the market reaction to greenmail‐induced takeover failure announcements is no worse than that of voluntary withdrawals, suggesting that greenmail may play an efficient role in mitigating the effects of takeover bid withdrawals. Finally, while bidder wealth is destroyed in takeover failures, the effect of merger cancellations on bidders is considerably more devastating.Originality/valueThe paper provides evidence of negative stock price reactions to all forms of merger failure. The paper also shows that the cumulative effect of all types of takeover failures is still positive: suggesting that being put into play is still beneficial overall but that canceled mergers destroy value for both targets and bidders. The paper shows that the market reaction to greenmail‐induced failure announcements is no worse than other forms of failure. Finally, while there is an immediate downturn in target prices around a failure, the negative outcome is more severe for the bidders. Thus, the market sees that there was something useful about the anticipated change in corporate control, which was lost when it failed to be completed.

Refinancing, Debt for Equity Agreements and Takeover Bids Under Spanish Law

This paper focuses on the connection between agreed solutions to the insolvency of listed companies implying changes in corporate control and the rules governing takeover bids. The solution to insolvency problems sometimes leads to a change in corporate control, namely when the solution involves modifying the capital structure of the company. In such cases, when the insolvent entity is a listed company, takeover bid regulation must be taken into account, as it can render the operation impossible or economically useless, if the change in control of the company must be accompanied by a mandatory takeover bid. As seen below, there are specific rules governing these scenarios. This paper reviews how Spanish Law deals with the situation, although certain general ideas will be initially provided as an introduction to the problem.

Equity Carve-Outs And Changes In Corporate Control

<p class="MsoNormal" style="text-align: justify; margin: 0in 0.5in 0pt;"><span style="mso-bidi-font-style: italic;"><span style="font-size: x-small;"><span style="font-family: Times New Roman;">This study proposes a corporate control hypothesis in which equity carve-outs facilitate changes in corporate control by providing an economical means to transfer control of corporate assets to bidders who will potentially create greater value.<span style="mso-spacerun: yes;">  </span>Consistent with this hypothesis, a statistically significant 16% of the equity carve-outs in this study's sample are taken over within six years.<span style="mso-spacerun: yes;">  </span>Those equity carve-outs subsequently taken over appear to be economically different from those motivated by other reasons.<span style="mso-spacerun: yes;">  </span>Parent firms of equity carve-outs subsequently taken over display a significantly greater share price reaction to the announcement of an equity carve-out than do parent firms of equity carve-outs not subsequently taken over.<span style="mso-spacerun: yes;">  </span>For those carve-outs subsequently taken over, an important factor contributing to parent firm gains is the relative size of the carve-out IPO.<span style="mso-spacerun: yes;">  </span>There appears to be an optimal retention level of 10-50% for carve-outs motivated by the intent to facilitate a change in corporate control.<span style="mso-spacerun: yes;">   </span></span></span><strong style="mso-bidi-font-weight: normal;"></strong></span></p>

Who Gains from Buying Bad Bidders?

We study the value gains from takeovers of firms with poor acquisition histories. We document that the premium received by target shareholders is higher when the value loss from the targets’ prior acquisitions is larger. However, the gains to target shareholders seem to be offset by losses to acquiring shareholders. The average announcement return to acquiring shareholders is negative and decreasing in the value loss from the targets’ prior acquisitions. Additionally, the combined acquirer-target value created in these takeovers is insignificant. These results suggest that the value lost from targets’ prior acquisitions is not recovered through changes in corporate control.

Market Discipline, Information Processing, and Corporate Governance

The paper reviews and assesses our understanding of the notion of in corporate governance. It questions the wholesale appeal to this notion in policy discussion, which fails to provide an account of the underlying mechanisms in terms of theory and empirical analysis. Discipline that is provided by the must be compared to that is provided by other institutions, e.g., intermediaries acting as delegated monitors. The comparative assessment depends on (i) the information technology, (ii) the role of strategic interactions, and (iii) the disciplinary mechanism itself. Concerning (i), the question is whether the benefits of multiple sources of information exceed the costs. Concerning (ii), strategic interactions concern the free-rider problem in acquiring information that benefits all financiers, as well as distributive externalities involved in exploiting an information advantage to the detriment of other financiers. Concerning (iii), the question is whether investors have explicit intervention rights or whether discipline results from managerial acquiescence. As for the acquisition and aggregation of information in organized markets, positive welfare effects arise only if the information is put to productive use, either through improvements in real investment and managerial incentives, or through changes in corporate control. Necessary conditions for such benefits to arise are fairly restrictive, especially if the changes that occur are based on managerial acquiescence rather than the legal intervention rights of investors. The expansion of market-based managerial incentives in the nineties had little to do with these theoretical accounts. The experience of moral hazard that has accompanied this expansion, on the side of gatekeeping institutions as well as corporate management, confirms the predictions of theory about the potential for shortfalls in market and the agency costs of equity finance through the open market.

ECONOMIC LIBERALIZATION AND CHANGES IN CORPORATE CONTROL IN LATIN AMERICA

This article analyzes ownership restructuring and changes in corporate control in four large Latin American countries—Argentina, Brazil, Chile, and Mexico—during the 1990s. Drawing on original firm‐level data, this is a comparative study aimed at identifying cross‐country differences and regularities. It focuses on transactions associated with privatizations and private mergers and acquisitions (M&As)—their evolution, relative importance, and sectoral incidence—as well as the role played by different types of investors: local, foreign, and joint ventures. A specially built database was used in the analysis, comprising 3,085 private M&As and 329 privatization transactions. Although similar to processes occurring elsewhere, it is argued that ownership restructuring in Latin America was facilitated and fostered by specific changes in policy‐associated institutional framework conditions. That is, the wide‐ranging process of ownership restructuring is strongly associated with economic liberalization, which has become the main feature of Latin American national regimes of incentives and regulation.

Management commitment to innovation and esop stock concentration

Management commitment to innovation and esop stock concentration

The Impact of Financial Restructuring and Changes in Corporate Control on Investment and Employment in the U.S. Petroleum Industry

This article investigates the effects of changes in market conditions and the financial structure of domestic petroleum firms on employment and investment in offshore oil leases. Important theoretical issues include the extent to which managerial power in firms has been challenged by intervention from financial markets and institutional investors and the effects of changes in financial control on employment and inventory investment. A pooled cross-section time series data set was assembled for forty large oil companies for 1978–1989. A dynamic analysis of company employment levels and investment in offshore oil leases in the Central Gulf of Mexico reveals that falling oil prices and lower domestic oil consumption reduced spending on offshore leases. Some support was found for the agency theory's claim that lower free cash flow reduced spending on offshore leases in the late eighties. Support was also found for an executive defense strategy (Useem 1993), where petroleum company managers reduced lease spending and employment as an adaptation to changes in market fundamentals and external threats from capital markets and institutional investors.

CORPORATE CONTROL IN COMMERCIAL BANKS

AbstractUnique factors in commercial banks' legal and regulatory environment may influence their mechanisms of corporate control. I investigate this issue in a sample of U.S. bank holding companies (BHCs) by analyzing how many underwent a change in corporate control by hostile takeover, friendly merger, management turnover by the board, or intervention by regulators. I compare the relative importance of these methods with those in nonfinancial firms. 1 relate the use of these methods to BHC board and ownership structure and performance. I find that the most important corporate control mechanism in banks is regulatory intervention, and that the primary market‐based corporate control mechanism is action by the board of directors. Overall, however, BHC boards are much less assertive than their counterparts at nonfinancial firms. I examine reasons for this.

Effects of the Antitakeover Provisions of Pennsylvania Act 36: A Survey of Empirical Studies

Pennsylvania's Act 36, restricting changes in corporate control and shareholder rights, is one of the strictest takeover laws in the United States. As most investors view a free market for corporate control as a mechanism that keeps management from deviating too far from shareholder wealth-maximization, it is not surprising that some, including the California Public Employees Retirement System (CalPERS) and individual members of the United Shareholder Association (USA), are sponsoring resolutions asking Pennsylvania companies to reincorporate in other states. A shareholder presented a reincorporation proposal to the Aluminum Co. of America (Alcoa) at its May 17, 1991 meeting. CalPERS submitted a proposal (later withdrawn) to have Scott Paper reincorporate in Delaware.1 PPG Industries considered a reincorporation proposal at its meeting on April 18, 1991. Pennsylvaniaincorporated companies should expect to see an increase in such proposals in the 1990s. Further, a letter regarding the harm the new law would cause to Pennsylvania companies, signed by 42 prominent scholars, was sent to various Pennsylvania state officials, including the governor, in January 1990.2

Target Firm Abnormal Returns and Trading Volume Around the Initiation of Change in Control Transactions

This study examines the average abnormal returns, average abnormal trading volume, and reported insider trading of corporate control target firms during a period of possibly informed trading. This period begins on the unpublicized initiation date (as reported in a postannouncement date proxy statement or 14-D1) and ends on the publication date of the first Wall Street Journal story signalling an impending change in corporate control. We find that the preannouncement date average abnormal return noted by other researchers begins after the unpublicized initiation date of the transaction. We find no evidence of the preannouncement date average abnormal trading volume noted by previous researchers; instead, we find average abnormal volume beginning with the first public information regarding the transaction.

Capital Markets and Corporate Control: A Study of France, Germany and the UK

This paper examines the relation between capital markets and corporate control in France, Germany and the UK. It compares levels of takeover activity in the three countries and describes the degree to which takeovers are associated with changes in corporate control. The paper examines the influence of regulation on forms of corporate ownership and control. It compares regulation pertaining to the rights of employees, managers and shareholders in the three countries and finds that regulatory rules are related to patterns of ownership and control changes. The paper suggests that a fundamental objective of control changes is to correct managerial failure, and that takeovers are suited to the correction of particular classes of managerial failure that cannot be readily rectified by contracts. Thus, markets with low levels of takeovers may suffer from a low level of correction of managerial failure. However, by changing ownership, takeovers may give rise to an inability of owners to commit themselves to the long-term interests of managers and employees. As a consequence, financial systems with active takeover markets may be associated with inadequate investment in firm-specific assets and an unduly short-term investment horizon. There is, therefore, a tradeoff between alternative methods of correcting managerial failure. This is particularly important for European countries facing an extension of UK takeover activity to the Continent. The process is being encouraged by the European Commission which aims to harmonize regulation on a UK-style takeover code. Harmonization of regulation may have far-reaching consequences for the structure of different countries' capital markets and, in view of the tradeoff, is of uncertain merit.