Form Of Mergers Research Articles

M&A contracts in Ukraine: legal regulation and the mechanism of their conclusion

The article is devoted to the study of legal regulation of M&A contracts and mechanisms of their conclusion in Ukraine as a generally accepted way of business scaling. The author establishes that, according to the current regulatory provisions, M&A contracts may be embodied in the following ways: reorganisation procedures of mergers and acquisitions; establishment of control over an enterprise by acquiring a share in the authorised capital or shares of a company; asset deal, as well as a loan agreement with an alternative obligation within the Diia City legal regime. The author stated the diversity of legislation on reorganisation in the form of mergers and acquisitions - the detailed, step-by-step, European-compliant regulation of mergers and acquisitions of joint stock companies contrasts with fragmented and scattered legislation on reorganisation of other types of business entities. It has been emphasised that despite the complexity and resource­consuming nature of reorganisation in the form of mergers and acquisitions, business entities use these procedures due to their inherent universal succession, which in turn leads to tax-neutral consequences of the changes. The author additionally argues that negotiability relates to the share in the authorised capital of a company, and not to corporate rights. Based on the analysis of the legislative framework and law enforcement practice, the author establishes that an alienation agreement of a share in the authorised capital may be: concluded with both company members and third parties; with or without consideration; concluded only in respect of a paid share (at the same time, the legislative prohibition on alienation of unpaid shares in an LLC is aimed at protecting the legitimate interests of other persons, not company members who have not paid for the share); concluded both orally and in writing. The author outlines the regulatory peculiarities of acquiring a significant and controlling shareholding in joint stock companies. The author systematises the types of contracts which are asset deals by their very nature. It has been substantiated the expediency of transferring debts as a part of a single property complex to its acquirer. The article examines the legal regulation of loan agreements with alternative obligations, which are in essence analogous to the convertible loan mechanism common abroad. The author emphasises that despite the principle of freedom of contract, a loan agreement with an alternative obligation cannot be used outside the legal regime of the Diia City. It was concluded that it is necessary to regulate in more detail the conclusion of such an agreement; the variables used in calculating the creditor’s share; the rights and obligations of the creditor and the debtor.

The impact of ISDS arbitration claims and adjudication on cross-border direct investment

This study investigates the impact of the arbitration cases under the Investor-State Dispute Settlement (ISDS) scheme on cross-border direct investment in the form of merger and acquisition deals. The initiation of ISDS claims has significant and negative effects on direct investment from the claimant home country to the developing or weak-institution responding country. Indirect expropriation claims often have stronger effects than direct expropriation claims. The investor-win arbitration cases produce a significant substantiation effect by reducing merger flows, while the state-win cases produce an acquittal effect that encourages the subsequent capital inflow to the respondent state. Both effects are more striking in weak-institution or less developed target countries. We also detect some spillover effects of ISDS arbitration.

Do Corporate Consolidations Affect the Competitive Positioning of Non-Financial Firms in China?

In a quest for economies of scale, access to technologies, and, most importantly, expansion of market share, Chinese public companies have been engaged in several consecutive waves of mergers and acquisitions (M&As) involving mostly domestically domiciled non-listed targets from the same or adjacent industries. Relying on a comprehensive panel dataset of 7,998 transactions completed between 1993 and 2020 by 2,842 publicly listed acquirers domiciled in China, the paper attempts to establish whether M&A deals allow acquirers to improve their market share and, consequently, their relative market position. We use dynamic panel regression and ordered logit models to establish and quantify the link between deal characteristics and the post-deal market share of the combined entities. Our empirical findings demonstrate that corporate consolidations exercise no significant impact on the relative competitive positioning of firms. Only acquisitions by industry leaders produce a sizeable increase in the latter’s market share and lead to higher industry concentration. Most consolidations occur among outsiders exhibiting a high degree of similarity, relatively lower profitability, and stagnant market shares within the more competitive industries with higher rates of firm creation. These consolidations, often in the form of mergers, are not effective in advancing the combined entities’ competitive positioning. Despite the fact that the bulk of corporate consolidations appears unlikely to constitute a threat to competition in the medium term, careful regulatory oversight may be warranted within the currently fragmented and highly commoditized industries, which appear likely to consolidate at the fastest pace. JEL Classification: G30, G32.

Social networks and technology adoption: Evidence from church mergers in the U.S. Midwest

AbstractHow do social networks impact technology adoption? Exploiting a natural experiment in the mid‐20th century U.S. Upper Midwest, we find that social network expansions, in the form of mergers between congregations of the American Lutheran Church, led to increased rates of agricultural technology adoption among farmers. In counties that experienced a merger, the number of farms using chemical fertilizer increased by over 5%, and the total fertilized acreage increased by over 10% relative to counties without a merger. These effects are consistent with increased information sharing between farmers due to congregational mergers.

Merging with a SPAC Company Instead of an IPO as a Tool to Increase the Company's Value When Implementing Investment Projects

Russian financial science uses Western developments in determining the value of a company and studying the formation of an investment project as a tool to increase the value of a company. Research in the field of company value and the impact of an investment project on it should be focused on identifying the applied aspects of existing Western concepts in this area. In this context, it is relevant to study the principles of entry into the stock market of the SPAC companies and an objective assessment of the subsequent implementation of innovative projects of non-public companies. The purpose of the study is to substantiate the practical application of means for assessing the innovative potential of non-public companies in the form of mergers and entering the stock exchange, bypassing the IPO procedure, with a subsequent increase in the capitalized value of the business. The research methodology is based on a theoretical analysis of the main scientific provisions of the investment activity of companies, a comparative analysis of the instruments for entering the stock market and their risk assessment from the perspective of investors. The informational and empirical basis of the study was the statistical data of the market of SPAC-companies in the US stock market. The object of the study is a way for non-public companies with attractive investment projects to enter the stock market through M&A with a SPAC company instead of an IPO. Scientific novelty lies in the coverage of the theory and practice of the process of entering the stock exchange of non-public companies through merging with SPACs present on the American market, in the interpretation of the practice of transactions in the implementation of an investment project as a tool to increase the company’s value in the context of the challenges facing the national economy. The findings indicate the correctness of the assertion that the introduction of the SPAC companies into Russian practice requires careful adaptation as well as the development of transparent procedures by the mega-regulator.

Managing organizational change during a merger: The case of companies operating in the energy sector

Faced with changes in their environment, companies are obliged to constantly improve their competitiveness. This sometimes involves introducing organizational changes, which can take the form of mergers and acquisitions. However, many corporate mergers have failed, prompting researchers to investigate the causes. Researchers are increasingly focusing on the human factor as a determining factor in the success of these operations, and more specifically. Although, this research remains limited, on the importance of change management, which has a significant influence on the outcome of these operations, which are always in demand by companies. This research paper aims to identify the role of organizational change management in the success of mergers, using companies operating in the energy sector as a case study. We adopted an interpretivist stance based on an inductive qualitative approach, through semi-structured interviews. The content analysis revealed that organizational change is accompanied by resistance and integration difficulties. In this study, several factors promoting the change management are highlighted, which could be further enriched by analyzing change in other contexts.

Mergers and its Effects in Select Indian Iron and Steel Companies - A Study

As an important sphere of corporate strategy, Mergers and Acquisitions have been undergoing a sea change within the economic set -up since liberalization in India. Massive growth in both Foreign Direct Investment and Foreign Institutional Investors has been witnessed by the economy. Rather than Greenfield Investment, a substantial fraction of the growth in FDI during the late 1990s tends to rapid increase of cross-border deals in form of Mergers and Acquisitions. This study has attempted to identify the performance of some selected Indian Iron and Steel Companies as a regime study through applying techniques like Economic Value Added and Operating Profit.

A Study on Impact of Consolidation on the Profitability of Regional Rural Banks in India

Consolidation in the form of mergers or amalgamation has always seemed to be an option to revive loss-making and inefficient banks or firms. Consolidation supporters argue that minimizing surplus capacity in banking will eliminate the industry of inefficient operating financial institutions. The present study aimed to empirically analyse the effect of amalgamation on the performance of regional rural banks (RRBs) in India. A paired t-test (univariate analysis) has been employed to evaluate pre- and post-amalgamation comparisons of various profitability proxies. The results revealed that return on equity increased significantly in the post-merger period. In the second stage of analysis, panel regression has been employed; the results confirmed the findings of univariate analysis and revealed a significant increase in ROE in the post amalgamation period. Hence, supporting the theories of value creation of mergers and acquisitions (M &As), the present research states that the profitability performance of regional rural banks in India has increased marginally after the M&As exercise.

El rol de la agencia de viajes ante la nueva situación post covid-19: decálogo de propuestas para su recuperación.

The Covid -19 pandemic is having a devastating impact on the travel industry. The consequences of the virus are beginning to be seen in the form of mergers, closures or acquisitions that will leave behind a new landscape in the travel agency sub -sector. This study analyses the situation of Spanish travel agencies and, on the basis of this research, proposes a manual of good practices for their recovery. A total of 726 travel agents were contacted through an online survey. The study shows that the current situation is perceived as a turning point from which a change must take place in the market, ranging from technological innovation to the marketing of more sustainable products, including a possible change of business model. After participatory observation in the sector and analysis of the results obtained, a manual of good practices is proposed in the form of a decalogue which, when put into practice, will help to guarantee the future of travel agencies, already affected by the changes brought about by the appearance of new players in the area of tourism intermediation

Multi-disciplinarity as a way to strengthen the positions of Russian technical universities in international rankings

Subject. The article is devoted to the problem of improving the ranking of the leading Russian technical universities by transforming them into multidisciplinary research universities with the limitation of technical faculties (programs) to 40–50% of the admission plan of entrants. Objectives. The study focuses on improving the position of Russian technical universities in international rankings, providing an opportunity for students to change their specialty or shape it, according to the requirements of the employer. Methods. I analyzed the structure of world-class technical universities in terms of differentiation of specialties and methods of improving the rankings. Results. The analysis shows that the leading positions in international rankings belong to multidisciplinary research universities that provide training and conduct integrated research at the intersection of different sciences. Conclusions. There is a need for gradual reforms of Russian research technical universities, in terms of compliance with global trends in multidisciplinarity, differentiation of funding, and research activities. Such reforms can be carried out in the form of mergers and creation of network structures on the basis of agreements on cooperation between technical universities and research institutes of the Russian Academy of Sciences.

Agency costs in the market for corporate control: evidence from UK takeovers

PurposeThis paper aims to examine whether agency costs predict disciplinary takeover likelihood for the UK listed companies between 1986 and 2015.Design/methodology/approachUsing survival analysis, the approach is to identify candidates for disciplinary takeover on the basis of Tobin’s Q (TQ), which is consistent with the approach advocated by Manne (1965). This study then examines how indicators of agency costs affect takeover likelihood within the set of disciplinary candidates.FindingsThis paper provides evidence of the effectiveness of TQ, rather than excess return, in identifying disciplinary takeover candidates. Takeover hazard for disciplinary candidates is higher for companies with higher levels of asset utilization and sales growth in particular. Companies with stronger agency problems are relatively less susceptible to disciplinary takeover.Practical implicationsGiven the UK context of the study, where anti-takeover provisions are disallowed and when compared to findings of US studies, the results imply some support for the effectiveness of an open merger policy.Originality/valueWhile the connection between takeover likelihood and the market for corporate control has been made in previous studies, the study adopts a more explicit agency theory framework than previous studies of takeover likelihood. A key component of the contribution follows from differentiating candidates for disciplinary takeovers from other forms of mergers and acquisitions.

The effect of unionization on industry merger activity around negative economy-wide shocks

We investigate the effect of labor unionization on industry-level takeover activity after negative economy-wide shocks. Focusing on the 2008 financial crisis, we find that merger intensities drop significantly during the post-crisis period, though the degree of unionization in an industry attenuates this negative effect. Our analyses of the 2001 and 1990 economic recessions lead to similar results. While unionization is known to deter M&A activity on average, our results indicate that in dire times, when firm survival is at risk, unions appear to resist relatively less to restructuring activities in the form of mergers.

Reorganisasi Perusahaan Debitor Yang Terancam Pailit Sebagai Suatu Alternatif

Law No.37 of 2004 concerning Bankruptcy and Postponement of Debt Payment Obligations Article 2 paragraph (1) has determined that a debtor who has two or more Creditors and does not pay in full at least one debt that has matured and is collectible, is declared bankrupt by verdict Court, either at the request of one or more creditors. With this provision, it can be understood that bankruptcy is a reasonable choice. However, several opinions of bankruptcy law have not provided sufficient protection to debtors with good intentions. This article intends to find out more about the implementation of the reorganization of debtor companies whether it can be used as an alternative so that the debtor company does not go bankrupt. The method used is normative legal research. Data sources consist of primary legal materials, secondary legal materials, and tertiary legal materials. Based on the results of the research, it is known that the regulations regarding company reorganization have not been clearly and firmly regulated in Law Number 37 of 2004 concerning Bankruptcy and Postponement of Debt Payment Obligations, Reorganization is part of the restructuring, bankruptcy can be avoided through a business reorganization in the form of mergers, consolidations. , business acquisitions, and other forms. This bankruptcy law also does not provide sufficient protection to debtors with good intentions, because there has been a tendency to interpret bankruptcy as liquidation. However, it must be understood that bankruptcy should also be a means of reorganizing the company. The legal consequence of company reorganization on the settlement of the company's debt and accounts receivable is that there is an opportunity for creditors and debtors to settle their debts without going through a bankruptcy process which can result in the debtor being declared bankrupt.

Killer Acquisitions and Other Forms of Anticompetitive Collaborations (Part I):

The article aims to address the problem of so-called killer acquisitions broadly, extending also to strategic alliances and other forms of collaborations. We find that ‘killer situations’ can appear in all forms of collaborations that imply a change of control of research results. We therefore conclude in this part I that for the Competition Authority to only focus on killer acquisitions in the form of mergers can be counterproductive. Both mergers and strategic alliances in the pharmaceutical industry would instead benefit from a more intense competition law scrutiny, and in part II we develop what is needed to intensify the competition law scrutiny of accquisitions and collaborations. Keywords: pharmaceutical, mergers, antitrust, killer acquisitions

Factors affecting the electricity transmission and distribution losses: evidences from BRICS countries

This research investigates the effect of sources of production, related trade of goods and investments in forms of mergers and acquisitions on transmission and distribution losses in BRICS countries. The study uses fixed effect regression with Driscoll and Kraay's standard errors to account for cross-sectional dependence and heterogeneity on panel data from 1995 to 2014. The result highlights the impact of electric utility and renewable energy mergers, both domestic and cross-border, in decreasing distribution and transmission losses. The results reveal the strategic importance of mergers and acquisitions in knowledge transfer related to energy efficiency. The encouraging results of a decrease in transmission and distribution losses with increasing mergers and acquisitions in electric utility and renewable energy sectors boost the policy of encouraging investments in the energy sector, leading to improvement in energy efficiency and a decrease in carbon dioxide emissions.

Factors affecting the electricity transmission and distribution losses: evidences from BRICS countries

This research investigates the effect of sources of production, related trade of goods and investments in forms of mergers and acquisitions on transmission and distribution losses in BRICS countries. The study uses fixed effect regression with Driscoll and Kraay's standard errors to account for cross-sectional dependence and heterogeneity on panel data from 1995 to 2014. The result highlights the impact of electric utility and renewable energy mergers, both domestic and cross-border, in decreasing distribution and transmission losses. The results reveal the strategic importance of mergers and acquisitions in knowledge transfer related to energy efficiency. The encouraging results of a decrease in transmission and distribution losses with increasing mergers and acquisitions in electric utility and renewable energy sectors boost the policy of encouraging investments in the energy sector, leading to improvement in energy efficiency and a decrease in carbon dioxide emissions.

КОРПОРАТИЗАЦІЯ ЯК ПЕРЕДУМОВА ФОРМУВАННЯ ТА РОЗВИТКУ ІНТЕГРАЦІЙНОЇ ЕКОНОМІКИ

У статті розглянуто сутність корпоратизації в контексті формування інтеграційної економіки. Акцентовано увагу на інтегративній ознаці економіки. Виявлено теоретичну сутність інтеграції та її економічна природу. Розкрито ознаки економічної системи за системним підходом. Акцентовано увагу на таких властивостях економічної системи, як: цілісність, ієрархічність та інтегративність. З’ясовано, що інтегративність економіки передбачає володіння економічною системою такими властивостями, які не є притаманними окремим її елементам. Підкреслено, що становлення корпоративної форми власності та організація економічних відносин сформували адекватне середовище й поклало початок процесам консолідації в економіці. Доведено, що корпоратизація економіки знімає перешкоди просторовим рамкам і темпам економічного розвитку, формує новий корпоративний вигляд ринкової системи й породжує інтеграційні процеси між компаніями. Аргументовано, що корпоратизація породжує інтеграційні процеси в економічній системі й знаходить вираження в консолідації суб’єктів економічної системи у формі злиття й поглинання. З’ясовано, що консолідація тісно пов’язана з ринкової корпоратизацією. Досліджено причинно-наслідкові зв’язки консолідації з функціонуванням корпоративного бізнесу, що є передумовою розвитку інтеграційної економіки. Підкреслено, що консолідація сприяє інтеграційним процесам зростання економіки держави.

Tourist brand of Vinnytsia region: realities and prospects

Introduction. The article explores the tourist resources of Vinnytsia region. The conditions of holding various festivals, excursions and projects are regarded, namely: the International Opera Festival OPERAFEST TULCHYN; the creative space “Merydian Shchedryk” in Tulchyn; the author’s educational project “Excursions for the soul” of Ksenia Churakina, manager of the tourist agency “Viatur Vinnytsia”; the brand-platform “Tourist Vinnytsia”. The advantages of setting an innovative cluster model for the development of regions based on the synergistic effect and the brand image of tourist destinations are analyzed. The purpose of the paper is to study innovative trends in tourism development, the advantages of setting an innovative cluster model for the development of regions on the basis of synergetic effect and the brand image of destinations in the realities of modern Ukraine. Scientific works, materials of periodicals, Internet resources are the methodological and informational basis of the work. Results. The ancient palace and park complexes reflecting different eras make an important part of the historical and cultural heritage of Podillia region. Podillia palaces have always been the focus of the most valuable art collections, a kind of cultural centers. The studies of foreign and domestic scientists-economists show that the effective development of the tourism business is possible providing the functioning of integrated structures. The external growth strategies (horizontal integration, vertical integration, concentric and conglomerate diversification) are implemented through organizational change, which is reflected in various forms of mergers, acquisitions and agreements. The idea of cooperation at the local level can become an important argument that will help to create a tourism cluster. Conclusion. Therefore, the competitiveness of enterprises and organizations increases, as well as the synergistic effect arises precisely through the cooperation of public authorities, scientific and research institutions, tourist agencies, hotel and restaurant complexes, tourist and information centers, transport companies and banking institutions.

и средних предприятий в российских регионах: последствия санации в банковской системе

The trend of the last decade is the closures of lending institutions and their branches by way of withdrawal of bank licenses in case of failure to meet the requirements for the adequacy and structure of equity and reserves, as well as the consolidation of bank assets in the form of mergers. The main object of this paper is to answer the following question: does the closure of banks and bank branches affects lending to small and medium-sized enterprises? To answer this question we used panel data on the loans granted to small and medium-sized enterprises and the closure of banks and bank branches in the Russian regions in 2010–2016. This research shows that the effect of bank closures on lending to SMEs in the Russian regions is ambiguous. On the one hand, the estimates show the negative effect of bank closures on the loans. On the other, there is no evidence of a statistically significant link between the closure of bank branches and lending to small and medium-sized enterprises in the Russian regions in the year following the closure. The findings also reveal that the closure of banks does not lead to the concentration of lending to small and medium-sized enterprises in the largest banks but is associated with shrinking of there loans to SMEs

Model H application to determine synergic effects on merger and acquisition

Synergistic effects arise as effects of joint action based on mergers or acquisitions. Bundling is a common part of the growth strategy. A merger may acquire forms of merger or merger. Acquisition represents the acquisition of the ownership and management value of one company over another. Theory distinguishes in this case from property acquisitions in which the acquisition of the company's assets and capital acquisitions occurs, in which the acquisition of a decisive share in the voting rights of the company is obtained. Reasons for merger and acquisition are to gain more market share, restructure entities, improve balance of payments, and so on. The success of the merger and the acquisition confirms the emergence of a synergy effect. In determining the value of synergies in this article was used newly created Model H, which is based on a valuation of the business enterprise.