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工作论文
2011-12-22 第4卷 第3期

编: 清华大学经管学院金融学教授。

执行主编: 杨之曙清华大学经济管理学院金融学副教授。


本期目录

Productivity, Restructuring, and the Gains from Takeovers

Xiaoyang Li Ross School of BusinessUniversity of Michigan

Financial Constraints and the Process of Agglomeration

Lei Zhang Nanyang Technological UniversityDepartment of Finance
Massimo Massa INSEADDepartment of Finance
Andriy Bodnaruk University of Notre DameDepartment of Finance

Post-Merger Integration Duration and Leverage: Theory and Evidence

Jing Huang University of South CarolinaMoore School of Business
Josh Pierce University of South CarolinaMoore School of Business
Sergey Tsyplakov University of South CarolinaMoore School of Business

Shareholder Coordination Costs and the Market for Corporate Control

Jiekun Huang National University of SingaporeDepartment of Finance


论文摘要

Productivity, Restructuring, and the Gains from Takeovers

Xiaoyang Li Ross School of BusinessUniversity of Michigan

Little is known about the underlying sources of gains from takeovers. Using plant-level data from the U.S. Census Bureau, I show that one source of gains is increased productivity of capital and labor in target plants. In particular, acquirers significantly reduce investments, wages, and employment in target plants, though output is unchanged relative to comparable plants. Acquirers also aggressively shut down target plants, especially those that are inefficient. Moreover, these changes help explain the merging firms' announcement returns. The total announcement returns to the combined firm are driven by improvements in target firm's productivity, rather than cutbacks in wages and employment. Also, targets with greater post-takeover productivity improvements receive higher offer premiums from acquirers. These results provide some of the first empirical evidence on the direct relation between productivity, labor, and stock returns in the context of takeovers.

Financial Constraints and the Process of Agglomeration

Lei Zhang Nanyang Technological UniversityDepartment of Finance
Massimo Massa INSEADDepartment of Finance
Andriy Bodnaruk University of Notre DameDepartment of Finance

We study how financial constraints affect the process of firm agglomeration and, in particular, the creation of conglomerates and firms with subsidiaries. We focus on the constraints related to the geographical segmentation of the debt market. We argue that conglomerates/firms with subsidiaries are born as the outcome of a process of agglomeration around less financially constrained firms. This has three major implications: a) conglomerates (firm with subsidiaries) should be less financially constrained than single-segment (no-subsidiary) firms, b) the headquarters – in general the seat of the aggregating company – should be the least financially constrained unit of the new entity and therefore firms with subsidiaries should be more likely to borrow at the headquarters level, c) if conglomerates (firms with subsidiaries) are less financially constrained than the average firm in the market, their Tobin’s Q should be lower than that of the single-segment (no-subsidiary) firms in the same industries – i.e., they should display a “conglomerate (firm with subsidiaries) discount”. We test these hypotheses employing a novel – and exogenous – geographical-based measure of financial constraints. We focus on the US corporations from 1997 to 2004. We show that firms headquartered in less financially constrained areas are more likely to be headquarters of conglomerates/firms with subsidiaries and that conglomerates/firms with subsidiaries are less financially constrained. At the moment of agglomeration (M&A) we document a significant negative relation between the difference in a degree of financial constraints between the bidder and the target and the probability of choosing the target as well as the value created in M&A. In the years following the acquisition Tobin’s Q of acquirers are decreasing relative to their peers which is consistent with the fact that access to lower cost of financing allows to implement projects with marginal Q lower than the average Q of existing projects. Next, we find that the less financially constrained is the headquarters compared to the subsidiaries, the higher is the percentage of the total financing that takes place at headquarters level. Finally, we document a strong positive correlation between the difference in financial constraints of the conglomerate (firm with subsidiaries) and the average degree of financial constraints of the single-segment (no-subsidiary) firms and the conglomerate (firm with subsidiaries) discount. Our findings suggest that conglomerates/firms with subsidiaries are less constrained because less constrained firms take over more constrained ones.

Post-Merger Integration Duration and Leverage: Theory and Evidence

Jing Huang University of South CarolinaMoore School of Business
Josh Pierce University of South CarolinaMoore School of Business
Sergey Tsyplakov University of South CarolinaMoore School of Business

This paper examines the effects of the post-merger integration duration on acquiring firms’ leverage behavior before and after a merger, using a dynamic model in which full merger benefits cannot be consumed at the instant of a merger, but rather after a prespecified post-merger integration period. The model generates new implications related to acquiring firms’ leverage dynamics along with method of payment choice. Specifically, the model indicates that the post-merger integration duration is negatively associated with the market leverage of newly-merged firms at the time of merger completion and during the integration period. Further, acquirer managers are more likely to use equity to finance a merger when the integration duration is likely to be lengthy. Our empirical tests provide evidence consistent with the model implications.

Shareholder Coordination Costs and the Market for Corporate Control

Jiekun Huang National University of SingaporeDepartment of Finance

Coordination costs among a firm’s shareholders have an important impact on the market for corporate control. I use two measures, one based on the geographic distance among institutional shareholders and the other based on the correlation in their portfolio allocation decisions, to proxy for coordination costs. I find that target firms with low shareholder coordination costs experience significantly higher abnormal returns around the takeover announcement. In a similar vein, acquirer firms with low shareholder coordination costs are associated with higher acquisition announcement returns. These effects are particularly pronounced after the 1992 proxy reform that relaxes the restrictions on communication and coordination among shareholders. These findings suggest that the ease of coordination among shareholders plays an important role in the market for corporate control by raising the bargaining power of target shareholders and enhancing the monitoring role of both target and acquirer shareholders.


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