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CGN: Other Corporate Governance: Acquisitions最新文献

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Ownership and Control in Multinational Joint Ventures 跨国合资企业的所有权和控制权
CGN: Other Corporate Governance: Acquisitions Pub Date : 2011-10-01 DOI: 10.2139/ssrn.1952681
Rafael J. Bautista-Mena
{"title":"Ownership and Control in Multinational Joint Ventures","authors":"Rafael J. Bautista-Mena","doi":"10.2139/ssrn.1952681","DOIUrl":"https://doi.org/10.2139/ssrn.1952681","url":null,"abstract":"In international joint ventures, where one of the partners is a multinational enterprise (MNE) and the other is a local firm that possesses some significant advantage in its market, there are sometimes issues of control (who is in charge of what) that may be reflected in the financial structure of the venture. In particular, it may be the case that the structure of equity is a signal of whether or not the distribution of control among partners has been efficiently achieved. This possibility seems to go against the intuition that equity, and capital structure should be irrelevant.","PeriodicalId":426016,"journal":{"name":"CGN: Other Corporate Governance: Acquisitions","volume":"100 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131568125","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}
引用次数: 0
Divestments in Banking - Preliminary Evidence on the Role of External Factors 银行撤资——外部因素作用的初步证据
CGN: Other Corporate Governance: Acquisitions Pub Date : 2011-06-30 DOI: 10.5709/CE.1897-9254.10
Krzysztof Jackowicz, Oskar Kowalewski
{"title":"Divestments in Banking - Preliminary Evidence on the Role of External Factors","authors":"Krzysztof Jackowicz, Oskar Kowalewski","doi":"10.5709/CE.1897-9254.10","DOIUrl":"https://doi.org/10.5709/CE.1897-9254.10","url":null,"abstract":"Divestment constitutes an important method of corporate restructuring. Despite this fact, the banking literature on divestment is very limited. In this text, we try to remediate partially to the shortcomings of the existing literature by examining empirically the role of external factors. Using a large sample of 313 transactions, we have established that parent companies originate from countries with relatively high accumulated wealth, slow GDP growth, stable macroeconomic situation and dominant bank intermediation in financial system. The acquirers in turn come from poorer countries with faster economic growth and relatively more market-oriented financial systems. Those results broadly conform with the predictions of three hypotheses formulated in the text, namely the weak performance hypothesis, the corporate governance hypothesis and the rebalancing hypothesis.","PeriodicalId":426016,"journal":{"name":"CGN: Other Corporate Governance: Acquisitions","volume":"17 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-06-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123699025","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}
引用次数: 1
The Relation between Excess Control and Cost of Capital Under Different Law Regimes 不同法律制度下过度控制与资本成本的关系
CGN: Other Corporate Governance: Acquisitions Pub Date : 2010-10-21 DOI: 10.2139/ssrn.1695735
C. Laurin, Y. Bozec, Iwan Meier
{"title":"The Relation between Excess Control and Cost of Capital Under Different Law Regimes","authors":"C. Laurin, Y. Bozec, Iwan Meier","doi":"10.2139/ssrn.1695735","DOIUrl":"https://doi.org/10.2139/ssrn.1695735","url":null,"abstract":"Prior empirical work examined the relationship between dominant shareholders, whose voting rights exceed cash flow rights, and firm value. In this study, we adopt a different perspective and argue that because of the risk imposed on minority shareholders and debtors, such excess control likely increases firms’ weighted-average cost of capital. We further argue that in legal environments that provide weak investor protection, the firms’ cost of capital is likely to be higher. Using panel data of 155 Canadian firms over a four-year period from 2002 to 2005, we find supporting evidence.","PeriodicalId":426016,"journal":{"name":"CGN: Other Corporate Governance: Acquisitions","volume":"13 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-10-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125348961","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}
引用次数: 0
The Contribution of Corporate Ventures to Radical Innovation 企业风险投资对突破性创新的贡献
CGN: Other Corporate Governance: Acquisitions Pub Date : 2010-08-01 DOI: 10.2139/ssrn.1674854
D. Czarnitzki, Johannes M. H. Dick, K. Hussinger
{"title":"The Contribution of Corporate Ventures to Radical Innovation","authors":"D. Czarnitzki, Johannes M. H. Dick, K. Hussinger","doi":"10.2139/ssrn.1674854","DOIUrl":"https://doi.org/10.2139/ssrn.1674854","url":null,"abstract":"Established firms often face significant obstacles to innovation. As a solution, it has been suggested to form corporate ventures. Based on a sample of corporate and independent ventures in German manufacturing, we show that corporate ventures are more innovative than the control group, i.e. the independent ventures. In particular, corporate ventures are more successful at developing radical innovations. This effect, however, decreases with the ventures’ degree of ownership concentration. We conclude that corporate ventures with a high ownership concentration are more likely to be controlled and monitored by their corporate sponsors, resulting in less favorable conditions for radical innovation.","PeriodicalId":426016,"journal":{"name":"CGN: Other Corporate Governance: Acquisitions","volume":"366 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115192166","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}
引用次数: 3
The Government as Active Shareholder 政府作为积极股东
CGN: Other Corporate Governance: Acquisitions Pub Date : 2009-12-16 DOI: 10.2139/SSRN.1529010
B. Eckbo
{"title":"The Government as Active Shareholder","authors":"B. Eckbo","doi":"10.2139/SSRN.1529010","DOIUrl":"https://doi.org/10.2139/SSRN.1529010","url":null,"abstract":"The U.S. government has acquired large shareholdings in companies like AIG, GM and others, essentially becoming \"owner of last resort\" through its defense of the \"too big to fail\" doctrine. I argue in this Congressional testimony that the government should adopt a pro-active stance in terms of exercising its voting rights to promote best governance practices. I am not advocating direct government intervention in the business operations of the firms in which it is a large shareholder. What I do recommend is the form of shareholder activism commonly exercised today by large institutional shareholders such as pension funds, and which is needed to ensure that the companies operate under the most effcient governance system. Minority shareholders benefit from the presence of a large blockholder because only the latter has the economic incentive to exercise voting rights in an efficient manner. Thus, the government is now in a unique position to improve ineffcient governance systems and practices. However, to have this positive effect, the government must take a pro-active stance on share-voting in accordance with the value-maximizing principle. I discuss four areas where the institutional investment community (as relatively large shareholders) in the U.S. recommends active voting to improve governance: (1) director election reform, (2) elimination of costly takeover defenses, (3) splitting CEO and board chairmanship positions, and (4) executive compensation (\"say on pay\").","PeriodicalId":426016,"journal":{"name":"CGN: Other Corporate Governance: Acquisitions","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-12-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131305112","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}
引用次数: 2
Divestitures, Wealth Effects and Corporate Governance 资产剥离、财富效应和公司治理
CGN: Other Corporate Governance: Acquisitions Pub Date : 2009-12-02 DOI: 10.1111/j.1467-629X.2009.00332.x
Sian Owen, Liqiang Shi, A. Yawson
{"title":"Divestitures, Wealth Effects and Corporate Governance","authors":"Sian Owen, Liqiang Shi, A. Yawson","doi":"10.1111/j.1467-629X.2009.00332.x","DOIUrl":"https://doi.org/10.1111/j.1467-629X.2009.00332.x","url":null,"abstract":"We analyse the market reaction to divestiture decisions and determine the impact of corporate governance practices. We find the market reaction is significant and can be determined using internal governance mechanisms. We evaluate the determinants of the decision to sell using a control sample of firms displaying characteristics often associated with divestitures indicating that these firms may face the same incentives to divest but elect not to restructure in this manner. Our results suggest that a combination of strong internal and external governance may force managers to act in a manner that is incompatible with their personal desires.","PeriodicalId":426016,"journal":{"name":"CGN: Other Corporate Governance: Acquisitions","volume":"17 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-12-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126720933","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}
引用次数: 47
Hands in the Cookie Jar? The Case of Management Buyouts 把手放在饼干罐子里?管理层收购案例
CGN: Other Corporate Governance: Acquisitions Pub Date : 2009-03-18 DOI: 10.2139/ssrn.1364655
Kai Chen, Yong-cheol Kim, Richard D. Marcus
{"title":"Hands in the Cookie Jar? The Case of Management Buyouts","authors":"Kai Chen, Yong-cheol Kim, Richard D. Marcus","doi":"10.2139/ssrn.1364655","DOIUrl":"https://doi.org/10.2139/ssrn.1364655","url":null,"abstract":"By investigating the effects of managerial ownership on shareholder wealth gains, this paper studies whether managers expropriate outsider shareholder interests in management buyouts. We find that the transaction premiums are negatively associated with the buyout managers' stock holdings, and positively associated with their option holdings. The negative effect of stock holdings on the premiums is mainly driven by the manager-led buyouts whereas the positive effect of option holdings is mainly driven by the manager-led and manager-participating buyouts. A key implication of these findings is that although acquiring managers seek to appropriate shareholder wealth in management buyouts by means of their stock ownership, managerial options provide a shield protecting shareholder interests from the appropriation.","PeriodicalId":426016,"journal":{"name":"CGN: Other Corporate Governance: Acquisitions","volume":"8 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-03-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127723318","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}
引用次数: 3
Owners on Both Sides of the Deal: Mergers and Acquisitions and Overlapping Institutional Ownership 交易双方的所有者:兼并和收购以及重叠的机构所有权
CGN: Other Corporate Governance: Acquisitions Pub Date : 2008-08-01 DOI: 10.5465/AMBPP.2008.33653803
M. Goranova, Ravi Dharwadkar, Pamela Brandes
{"title":"Owners on Both Sides of the Deal: Mergers and Acquisitions and Overlapping Institutional Ownership","authors":"M. Goranova, Ravi Dharwadkar, Pamela Brandes","doi":"10.5465/AMBPP.2008.33653803","DOIUrl":"https://doi.org/10.5465/AMBPP.2008.33653803","url":null,"abstract":"Using a corporate governance lens, this study considers owners with a stake in both the acquiring and the target firms in the context of mergers and acquisitions. A possible agency problem arises with regard to monitoring implications as managers may be able to take advantage of compromised monitoring because overlapping owners may focus on the aggregate value for both the acquiring and the target firms and nonoverlapping owners may be interested only in the acquirer's side of the deal. The results suggest that when more owners overlap in their ownership of both the acquiring and target firms, the acquiring firms are more likely to experience decreased shareholder value through merger and acquisition deals. This effect, however, can be constrained by stronger board control.","PeriodicalId":426016,"journal":{"name":"CGN: Other Corporate Governance: Acquisitions","volume":"10 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123931095","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}
引用次数: 89
Telecom Italia 1997-2007: A Case Study in Privatization Failures 意大利电信1997-2007:私有化失败案例研究
CGN: Other Corporate Governance: Acquisitions Pub Date : 2007-05-01 DOI: 10.2139/ssrn.3202105
M. Florio
{"title":"Telecom Italia 1997-2007: A Case Study in Privatization Failures","authors":"M. Florio","doi":"10.2139/ssrn.3202105","DOIUrl":"https://doi.org/10.2139/ssrn.3202105","url":null,"abstract":"This papers discusses the privatization of Telecom Italia over ten years, from divestiture to three subsequent changes of ownership control. Why has the governance of one of the most promising of the former nationalized industries been so unstable? The turn of events suggests that the evolution from public to private ownership in Italy has taken on the characteristics of a search for equilibrium in a complex game, centred around the control of rents. In crucial moments (privatization, takeovers, reorganization plans), the political system was able to choose between removing itself from the telecommunications sector, or declaring a public interest in its control. A middle path was chosen, in which the government negotiates with private interests but without a clear industrial policy. Financial operators, for their part, participate in the game in a speculative fashion, with limited means, unable to project a convincing industrial plan. This outcome was not a necessary one and, if only as a mental exercise, one can readily imagine counter-factual scenarios .","PeriodicalId":426016,"journal":{"name":"CGN: Other Corporate Governance: Acquisitions","volume":"23 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2007-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134423770","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}
引用次数: 8
An Empirical Analysis of Corporate Takeover Defenses and Earnings Management: Evidence from the U.S. 公司收购防御与盈余管理的实证分析:来自美国的证据
CGN: Other Corporate Governance: Acquisitions Pub Date : 2004-07-22 DOI: 10.2139/ssrn.1483787
P. Jiraporn
{"title":"An Empirical Analysis of Corporate Takeover Defenses and Earnings Management: Evidence from the U.S.","authors":"P. Jiraporn","doi":"10.2139/ssrn.1483787","DOIUrl":"https://doi.org/10.2139/ssrn.1483787","url":null,"abstract":"This study explores the impact of corporate takeover defences on the extent of earnings management in the US. Theoretically, it is not obvious whether takeover defences alleviate or exacerbate earnings management. Four well-known corporate takeover defences are examimed: blank check preferred stock, poison pills, classified boards and dual class stock. In spite of their similarity as takeover defences, the empirical evidence indicates that they do not influence the degree of earnings management in the same way. Specifically, blank check preferred stock does not have a significant impact on earnings management. Poison pills and classified boards are found to reduce earnings management, on average, by 1.9% and 1.5% respectively. On the contrary, dual class stock exacerbates earnings management by increasing the degree of abnormal accruals by 2.6% on average. The results are robust even after controlling for firm size, profitability, financial distress, growth opportunities and information asymmetry.","PeriodicalId":426016,"journal":{"name":"CGN: Other Corporate Governance: Acquisitions","volume":"119 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2004-07-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132470006","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}
引用次数: 23
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