The Characteristics of Takeover Targets: The Spanish Experience 1991–1997

In this paper we analyse the characteristicspresented by Spanish firms that have been thesubject of takeover bids that allow them to bedifferentiated from other firms. To that end,we use a sample made-up of 69 non-financialfirms that were the subject of takeover bids inSpain during the period 1991–1997, togetherwith a further 69, selected randomly on anindustrial and time basis, that were not. Theresults show that the firms that were subjectto a takeover bid were not, in general,characterised by having lower profitability ora worse market valuation than other firmsoperating in the same sector. This resultmakes it difficult to argue that takeovers inSpain have in their majority been driven bydisciplinary or speculative motives. Bycontrast, certain variables that exert aninfluence over the cost of the transaction,such as the size and the ownership structure ofthe firm, do appear to play a relevant role inthe selection of the target on the part of thebidding firm.     

公司治理机制互动的实证研究

解决公司中的委托代理问题和有效监督管理层需要各种治理机制共同发挥作用.利用2002年～2005年中国上市公司的平衡面板数据,研究大股东股权竞争、董事会构成、经营者股权激励和监事会行为4种公司治理机制的互动关系.实证结果显示,大股东股权竞争与董事会构成之间存在替代效应,大股东股权竞争与经营者股权激励、董事会构成与监事会行为之间存在互补效应,这表明中国上市公司的治理机制关系呈现出复杂的特性.这一研究结论为继续深化中国的公司治理改革提供了经验证据,提高公司治理水平需要理顺各种公司治理机制的关系.实现治理机制的协同发展.     

Ownership and corporate social responsibility: "The power of the female touch"

Using a sample of 26,029 firm-year observations over the period 2002–2017 from 4,479 firms and 44 countries, we examine the relationship between ownership concentration and corporate social responsibility by focusing on the mediating role of board gender diversity and the moderating role of family shareholding. We find that ownership concentration negatively affects corporate social responsibility, and the board gender diversity partially mediates this negative effect. Our results indicate that the mediating effect of board gender diversity leads to a 10.65 percent decrease in the impact of ownership concentration on corporate social responsibility. Furthermore, moderated path analysis indicates that family shareholding weakens the direct effect of ownership concentration on board gender diversity and its indirect effect on corporate social responsibility. In post hoc analysis, we also document that the effect of gender diversity on the board is more prevalent in high gender-egalitarian societies where women are more involved in decision-making. Our study addresses the strategic role of female board members in increasing firms’ respect for corporate social responsibility, especially in family-controlled firms. Thus, our results may provide insights to regulators and policymakers to enhance firms’ corporate social practices by encouraging women’s participation on corporate boards.     

资产结构、资产效率与企业价值

在委托代理模型和生产函数的基础上,利用股东最大化剩余推导了生产效率参数的求解方法。以此为基础,主要研究了资产结构与资产效率、资产效率与企业价值之间的关系。利用1999-2006年期间存在管理层持股745个企业年数据,发现在资产结构与资产效率、资产效率与企业价值之间存在"倒U型"规律,但管理层持股比例与企业价值存在正U型关系。因此可以得出资产结构能够影响生产效率和企业价值的结论。     

CEO Incentives,Takeover Protection and Corporate Innovation

This study examines the effects of CEO equity‐based compensation and anti‐takeover provisions on corporate innovation. Using a large sample of US firms over the period 1996–2014, we find that long‐term incentives have a stronger influence on innovation when combined with takeover threats. We also show that equity‐based compensation is more likely to spur innovation for small firms and firms in industries with high product market competition and innovation pressure. However, this effect is somewhat weaker in the presence of anti‐takeover provisions, suggesting that takeover protection encourages managerial shirking even when external competition is high. Finally, in addition to the existing evidence on the valuation effect of CEO equity‐based compensation, we identify innovation as an important channel through which managerial incentives can enhance firm value. Our results have potential implications for shareholders, managers and policymakers.     

The cross-border hostile bid fight between Scania in Sweden and the two German companies MAN and Volkswagen: institutional change and the mandatory bid rule

International hostile takeovers provide a unique context for studying how corporate governance mechanisms migrate across countries. This paper is prompted by a case study of the cross-border takeover fight between the target companies Scania (Sweden) and MAN (Germany) and the involvement of the owners of Volkswagen, Porsche (both Germany) and Investor (Sweden), 1999–2014. It reveals how incumbent owners in Germany and Sweden—two countries with a history of corporate control through blockholdings, corporatist-governance, state control (Germany) and multiple voting shares (Sweden)—manage to take advantage of the minority shareholders through arbitraging the differences in implementation of a new governance device across borders. The study focuses in particular on the mandatory bid rule (MBR) that forces a shareholder who passes a certain threshold of ownership to bid for the rest of the shares. The study reveals over twenty incidents of breaches of the idea of the MBR, to the detriment of minority shareholders. Building on institutional theory and sociology, the study provides useful insight into how incumbent actors may use bargaining power to capture a new regulation and circumvent it. Furthermore, the case illustrates the importance of legitimacy in the efforts to converge corporate governance systems. Thirdly, it adds to the critique of the mandatory bid rule in countries with a governance system supporting blockholders. Overall, the study raises a number of important issues regarding how national politics shape corporate governance and responds to new actors and coalitions of actors entering the scene. A convergence of takeover regulation not compatible with the legal framework might result in a less efficient than anticipated outcome of the market for corporate control. These results are consistent with the institutional theory perspective that key actors may have a vested interest in resisting change.     

Information in Tender Offers With a Large Shareholder

We study takeovers of firms whose ownership structure is a mixture of minority block‐holders and small shareholders. We show that the combination of dispersed private information on the side of small shareholders and the presence of a large shareholder can facilitate profitable takeovers. Furthermore, our analysis implies that even if some model of takeovers predicts a profit for the raider, for example, due to private benefits, the profit will be underestimated unless the large shareholder and the dispersion of information among the small shareholders are modeled.     

Creeping-In als neues Instrument des Erwerbs von Unternehmenskontrollrechten ?C Taktische Meisterleistung oder unkalkulierbares Risiko?

A modern method for (partial) acquisitions is the so called creeping-in tactic. In this procedure the acquirer uses cash settled equity swaps to undermine WpHG notification requirements systematically until she holds at least 30% of the voting rights in the target company. In this case the acquirer has the obligation to submit a mandatory takeover bid for the remaining outstanding shares. In many cases acquirers are not interested in a complete acquisition of the target company but rather want to make use of low shareholder presence levels during the general assembly and therefore have the opportunity to significantly influence fundamental decisions like, e.g. allocation of the net income, corporate actions etc. The mandatory takeover bid has to be equal at least to the three months average share price. At first glance, this involves a high risk of an unintentional acceptance by the targets?? shareholders. The goal of this paper is to analyze the effectiveness of the mandatory takeover bid. We show that with a temporal shift of the mandatory takeover bid to a point in time when the share price is above the three months average share price an unintentional acceptance is virtually impossible. In a logit-regression company specific context factors for the acceptance risk are indentified and rejected.     

Corporate Governance and Tobin's Q as a Measure of Organizational Performance

This empirical study examines the relationship between corporate governance and organizational performance (OP), measured using Tobin's Q (TQ) in the context of an emerging economy for which, as yet, only a handful of studies have been conducted. We employ a system generalized method of moments approach controlling for endogeneity and test it on a newly created dataset comprising 324 listed firms in Pakistan. We find that board size, number of board committees and ownership concentration are positively linked with high TQ ratio, whilst board independence and CEO duality display a negative relationship. In terms of moderating effects, we find that ownership concentration negatively moderates the relationship between board independence and OP, as well as that of CEO duality and OP. The relationship between the number of board committees and OP is positively moderated by ownership concentration. Our findings contribute towards a better articulation and application of a more concrete measure of OP ? that of the TQ ratio ? whilst, at the same time, testing the board composition–performance relationship in the context of an upcoming and increasingly important emerging market. Wider applicability of results and policy implications are discussed.     

Causes and Consequences of Block Share Purchases. Evidence from Spanish Non-Financial Firms

The structure of Spanish capital markets doesnot facilitate an efficient market forcorporate control through takeover process,which assumes that inefficient management isreplaced by competing teams. The ownershipstructure of listed companies is highlyconcentrated, with extremely low floating stockfor some companies. At the same time animportant number of companies have introducedanti-takeover provisions in their statutes.There is another way of disciplining managementthrough the exit solution: by transferring theownership of significant blocks of shares, amarket for partial corporate control, asalternative to the takeover market. Theobjective of this paper is to test empiricallythe causes and consequences of block purchasesin Spain for non-financial listed companies.The main results are: i) There is no evidencethat previous poor performance of the companiescauses block increases; ii) Block increasesoccur more frequently in companies with lowerownership concentration. After the blockincrease, on average, the ownership of thelargest shareholder increases. iii) After blockincreases there are significant board changes,for both executive board members and also fornon-executives. (iv) The transfer of blocksoccurs more frequently for smaller companies.We conclude that agency theory predictionsabout the disciplining role of partial takeoveractivity are not fully supported. They arecontingent on institutional characteristics ofthe corporate governance system.     

政治治理、管理层权力与国有企业过度投资

党组织参与公司治理是我国国有上市公司治理的重要特征。本文以2011-2016年国有上市公司为样本,研究了政治治理、高管权力与过度投资的关系。结果表明,管理层权力与过度投资显著正相关,政治治理对管理层权力起抑制效应,减小了管理层权力较大企业过度投资的可能性。党委书记或党委副书记兼任董事、党委书记或党委副书记兼任高管分别对管理层权力与过度投资的正向关系产生抑制效应,而党委书记任董事长与党委书记任总经理的政治治理模式则分别与管理层权力与过度投资的正向关系产生协同效应。分组检验结果表明,地方国有企业中管理层权力与过度投资的正向相关关系较之中央国有企业更为显著,政治治理的对于管理层权力与过度投资关系的抑制作用在中央国有企业中比在地方国有企业中更为显著;在2015年新文件发布之后,管理层权力与过度投资的正向相关关系不再显著,政治治理对管理层权力的抑制效应较新文件发布前更为显著,降低了管理层权力较高的企业过度投资的可能性。     

Board attributes and shareholder wealth in mergers and acquisitions: a survey of the literature

The question of whether a “good” corporate board structure can optimize performance and minimize conflicts between managers and shareholders has been widely debated. Because mergers and acquisitions represent major managerial investment decisions that are subject to board scrutiny, the effectiveness of a board’s structure is especially visible in the context of corporate acquisitions. With that in mind, in this paper, we examine the abundant literature in the fields of strategic management, economics, and finance in order to identify which board attributes contribute to the ability of corporate boards to create value through mergers and acquisitions. In particular, we discuss the impact of four board attributes: (1) board independence, (2) board size and director-specific attributes, (3) board ownership and compensation, (4) multiple directorships. As a result of our analysis, we conclude that the impact of board attributes on shareholder wealth in mergers and acquisitions is specific to each firm. Therefore, board regulations that do not reflect a firm’s specific needs may in fact hinder the creation of a board that is capable of responding effectively to the firm’s unique needs and circumstances.     

The Effect of Mergers and Acquisitions on Employees: Wealth Transfer,Gain‐Sharing or Pain‐Sharing?

This paper considers whether gains made by shareholders from corporate takeovers are achieved at the expense of employees, as proposed by the ‘wealth transfer’ perspective. It analyses the contribution of employee lay‐offs, along with employment and wage changes, to the takeover premium and abnormal share price movements. The analysis draws on a unique dataset of British takeovers, combining documentary, share price and accounting data. The results show that lay‐offs planned at the takeover have either no effect or adverse effects on shareholder returns. Wages growth is positively, not inversely, related to shareholder returns from the second year after the takeover, whilst positive employment changes have a similar effect in the following year. Closer scrutiny indicates that labour and shareholders share gains when the firm does well, but share pain when it does not. There is evidence, therefore, that labour and shareholder interests can be complementary, rather than antagonistic, after takeovers.     

Capital structure,managerial ownership and firm performance: evidence from Egypt

This paper focuses on an important issue, which has generally received less attention in corporate governance literature, being the effect of managerial ownership on the relationship between debt and firm performance. By employing a sample of Egyptian listed firms, the generalized least squares method, as a panel data technique, is used to examine the joint effect of debt and managerial ownership on various measures of firm performance (i.e., Tobin’s q and ROA). The results reveal that managerial ownership moderates the relationship between debt and firm performance, with the relationship being negative (positive) in presence (absence) of managerial ownership concentration. The implication of this finding is that the optimal capital structure is more likely to be contingent on contextual variables as well as the roles, power, and stakes of key internal and external actors. Put simply, the effectiveness of one corporate governance mechanism (i.e., debt) is more likely to be contingent on the effect of other existed corporate governance mechanisms, and hence, there is not one best arrangement of either capital structure or ownership structure, but different arrangements are not equally good.     

The influence of top management corporate networks on CEO succession

We analyze empirically how supervisory board members with multiple directorships affect the decision to hire an inside or outside CEO successor. While a growing number of both theoretical and empirical studies analyze the influence of corporate performance and size or the ownership structure on this decision, the role of multiple board memberships within the CEO recruitment process has been widely neglected so far. The present study is based on panel data of the largest German companies covering the period from 1996 to 2008. Applying competing risk estimations we find a weak and positive association between the number of external directorships of the supervisory board members and internal CEO replacements. Distinguishing between different groups of external board positions, we find that external executives on the supervisory board increase the likelihood of external CEO replacements. In line with empirical findings for the US we argue that external executives improve the assessment of potential CEO successors leading to more outside CEO replacements. In contrast, we find evidence that external supervisory board mandates of the supervisory board members cause more internal CEO replacements. This finding indicates a substitution of external expertise of the executives by multiple supervisory board mandates but could also reflect a reduction of the monitoring intensity of the supervisory board.     

Controlling shareholders and the composition of the board: special focus on family firms

This article analyses the relevance of the agency problems that exist between shareholders and managers (type I agency problems) and between majority and minority shareholders (type II agency problems), in determining the composition of the board of directors, differentiating between family owned and non-family owned firms. The hypotheses are tested on a sample of 173 Spanish listed companies for the period 2004–2011. The results of our study indicate that, on one hand, as type I agency problems increase, firms increase their percentage of outside directors and, on the other, as type II agency problems increase, firms increase the ratio of independent to nominee directors. Whether the company is a family firm or not does moderate the influence of insider ownership over the composition of the board. Generally speaking, our findings support the view that firms configure their board of directors in such a way as to best signal to the market both efficient management and a balance of the interests of all shareholders. Likewise, these results could be taken into account when formulating recommendations on the composition of the board of directors.     

Bargaining on Board Structure at the Initial Public Offering

Going public often creates an agency conflict between the owner-manager and minority shareholders. One possible way to resolve this conflict is through independent board monitoring. But board monitoring does not arise automatically in IPO companies. Owner-managers tend to entrench and capture the board. Analyzing a sample of French IPO firms, we find that the fraction of independent directors declines if the owner-manager is more powerful. However, we find that large pre-IPO non-management shareholders, such as venture capitalists, are successful in bargaining on board composition. These shareholders are successful in opposing the owner-manager and prevent a further reduction in the proportion of independent directors in the board. We also find that these shareholders contract on board composition in shareholder agreements.     

Board members’ contribution to strategic decision-making in small firms

This article explores how the boards of small firms actually undertake to perform strategic tasks. Board strategic involvement has seldom been investigated in the context of small firms. We seek to make a contribution by investigating antecedents of board strategic involvement. The antecedents are “board working style” and “board quality attributes”, which go beyond the board composition features of board size, CEO duality, the ratio of non-executive to executive directors and ownership. Hypotheses were tested on a sample of 497 Norwegian firms (from 5 to 30 employees). Our results show that board working style and board quality attributes rather than board composition features enhance board strategic involvement. Moreover, board quality attributes outperform board working style in fostering board strategic involvement.     

Corporate governance convergence in Germany through shareholder activism: Impact of the Deutsche Boerse bid for London Stock Exchange

This case study examines the shareholder revolt initiated by a small activist shareholder, which eventually thwarted a takeover bid by Deutsche Boerse for the London Stock Exchange and forced the resignation of two of its highest profile board members. Primarily the case marks the emergence of the Anglo-American style shareholder rights movement in a country that offers only limited power to the shareholders of corporations. In the process it illustrates the mechanisms by which functional convergence of corporate governance regimes can occur long before the legal framework catches up. In Germany, the corporate governance regime requires stakeholder interests to be maximised rather than the sole interests of shareholders. This paper chronicles the shareholder actions that forced the takeover bid to be abandoned and seeks to provide an understanding of the motivations behind the activists’ campaign and the process by which they were able to overcome difficult odds and win their campaign. In this respect, it provides a useful insight into the processes used by relatively small investors to exercise their rights to thwart a takeover offer and topple some powerful corporate executives. Furthermore, the case illustrates how a single issue such as the strategic logic or the value creation potential of a takeover bid can rapidly spiral to become a wider campaign over deeply rooted governance concerns at targeted companies. Event study analysis reveals the stock market reaction to the activists’ intervention. Thirdly, the case sheds light on the importance of communication between management and shareholders especially when corporate decisions of great strategic import, such as a takeover, are being implemented. The globalisation of stock markets is empowering shareholders to assert their rights and their activism is driving corporate governance regimes towards greater convergence and recognition of the primacy of shareholder interests. Overall, the case raises a number of important issues regarding the corporate governance regime in Germany, the challenges posed by overseas investors, and the international convergence of corporate governance regimes. The case further suggests an additional mechanism by which international governance systems can converge functionally towards a common theme even if the form of national regimes remains largely unaltered. Our results are consistent with the institutional theory perspective of coercive isomorphism in adopting the shareholder value paradigm by Deutsche Boerse.