http://repub.eur.nl/res/aut/2433/ List of Publications en http://repub.eur.nl/static-eur/img/logo.png http://repub.eur.nl http://repub.eur.nl/res/pub/39991/ 2013-01-01T00:00:00Z What considerations lie behind the decision to mount a management buy-out of a publicly listed firm, and should third party investors be involved? Indeed, does the involvement of private equity investors actually aid company performance after a deal is done? http://repub.eur.nl/res/pub/32870/ 2012-09-01T00:00:00Z This paper investigates the selling process of firms acquired by private equity versus strategic buyers. In a single regression setup we show that selling firms choose between formal auctions, controlled sales and private negotiations to fit their firm and deal characteristics including profitability, R&D, deal initiation and type of the eventual acquirer (private equity or strategic buyer). At the same time, a regression model determining the buyer type shows that private equity buyers pursue targets that have more tangible assets, lower market-to-book ratios and lower research and development expenses relative to targets bought by strategic buyers. To reflect possible interdependencies between these two choices and their impact on takeover premium, as a last step, we estimate a simultaneous model that includes the selling mechanism choice, buyer type and premium equations. Our results show that the primary decision within the whole selling process is the target firm's decision concerning whether to sell the firm in an auction, controlled sale or negotiation which then affects the buyer type. These two decisions seem to be optimal as then they do not impact premium. http://repub.eur.nl/res/pub/32874/ 2012-07-01T00:00:00Z We provide the first cross‐country evidence of the effect of venture capital investment on patented inventions. Using a panel of 21 European countries and 10 manufacturing industries covering the period 1991–2005, we study the effect of venture capital (VC), relative to R&D, on the number of granted patents. We address concerns about causality by exploiting variations across countries and over time in private equity fundraising and in the structure of private equity funds. We find that the effect of VC is significant only in the subsample of high‐VC countries, where the ratio VC/R&D has averaged around 3.9% between 1991 and 2005 and VC has accounted for 10.2% of industrial innovation during that period. We also find that VC is relatively more successful in fostering innovation in countries with lower barriers to entrepreneurship, with a tax and regulatory environment that welcomes venture capital investment, and with lower taxes on capital gains. — Alexander Popov and Peter Roosenboom http://repub.eur.nl/res/pub/31355/ 2012-06-01T00:00:00Z This paper investigates how underwriters set the IPO firm’s fair value, an ex-ante estimate of the market value, using a unique dataset of 228 reports from French underwriters. These reports are issued before the IPO shares start trading on the stock market and detail how underwriters determined fair value. We document that underwriters often employ multiples valuation, dividend discount models and discounted cash flow (DCF) analysis to determine fair value but that all of these valuation methods suffer from a positive bias with respect to equilibrium market value.We also analyze how this fair value estimate is subsequently used as a basis for IPO pricing. We report that underwriters deliberately discount the fair value estimate when setting the preliminary offer price. Part of the intentional price discount can be recovered by higher price updates. We find that, controlling for other factors such as investor demand, part of underpricing stems from this intentional price discount. -------------------------------------------------------------------------------- http://repub.eur.nl/res/pub/37818/ 2012-01-01T00:00:00Z This paper investigates the effect of product market characteristics on the decision to go public. When firms decide to go public or remain private, they trade off product market related costs and benefits. Costs arise from the loss of confidential information to competitors, e.g., in the IPO prospectus and subsequent mandated public disclosures, while benefits emerge from raising capital allowing the firm to strengthen its position in the product market. Our results show that UK firms are more likely to go public when they operate in a more profitable industry and in an industry with lower barriers to entry. These firms are more likely to go public in order to improve their position in the product market and to deter new entrants into the industry. However, firms from more competitive industries and firms with smaller market share are less likely to go public. For these firms the loss of confidential information to rivals outweighs the benefits of going public. http://repub.eur.nl/res/pub/37834/ 2012-01-01T00:00:00Z Abstract. Managers have the choice to take the firm private themselves in a management buyout or to seek private equity backing. We argue that managers seek private equity backing in case they are more constrained to finance the deal themselves. We confirm the hypothesis using a sample of UK public-to-private transactions over the period 1997–2003. A post going private performance analysis reveals that both management buyouts and private equity backed deals outperform their industry peers. However, private equity backed deals outperform their peers already before the deal takes place whereas management buyouts improve performance afterwards. This suggests a passive role for private equity firms in going private transactions. http://repub.eur.nl/res/pub/37926/ 2012-01-01T00:00:00Z This paper examines the effect of the mandatory adoption of International Financial Reporting Standards (IFRS) on financial analysts' ability to translate accounting information into forward looking information. In particular, we investigate whether the switch to IFRS has an impact on (1) the ability of analysts to forecast earnings accurately and (2) the agreement among analysts regarding forecasted earnings. The study is set in the European Union, in the year preceding the switch to IFRS and the first year after the switch. We document increased forecast accuracy and agreement after the switch to IFRS. These findings are robust to changes in model specifications. Overall, our results are consistent with the notion that the adoption of IFRS has improved the quality of financial reports and, more specifically the quality of earnings. Our results contribute to the understanding of the effect of the use of a uniform, high quality accounting language on the usefulness of financial information to financial market participants. http://repub.eur.nl/res/pub/39969/ 2012-01-01T00:00:00Z Ambitious chief executives considering the possibility of floating their company on a major stock exchange should be careful what they wish for. They need to be sure that they are making the decision for the right reasons, at the right time, and that the initial public offering (IPO) is made in the right location. http://repub.eur.nl/res/pub/21587/ 2010-09-01T00:00:00Z The practice of reporting earnings measures that deviate from generally accepted accounting principles (non-GAAP measures) has received negative attention in the media. In a period of increased regulatory concern for these reporting practices, we explore whether there has been a shift away from the use of non-GAAP metrics. This study focuses on the Dutch situation, where regulators responded conservatively (‘light’) to the accounting scandals. This contrasts with the U.S., where regulators intervened with a radical (‘heavy’) reform of regulation. We analyse a sample of earnings press releases published in the period 2000–05 from companies listed at Euronext Amsterdam. Our findings indicate that Dutch companies report non-GAAP measures frequently and prominently. However, companies' reporting behaviour changes after a peak in negative media attention for non-GAAP reporting. The magnitude of the adjustments to GAAP earnings becomes smaller and companies seem to have different reasons to report non-GAAP measures. The effect of the media attention is stronger when companies have been criticized for their non-GAAP reporting in the press. Investors seem to have become more hesitant towards the use of non-GAAP measures for their decision-making after negative media attention. Together, these findings suggest that the negative media attention for non-GAAP measures has influenced the decisions of investors and managers http://repub.eur.nl/res/pub/18663/ 2009-12-01T00:00:00Z This paper investigates the wealth effects of European cash tender offers for bonds during the period from 1996 to 2005. European bond offers are made to refinance (35% of cases), to reduce debt (40%) or triggered by an ownership change (25%). We investigate the wealth effects to both bondholders and shareholders. Cash tender offers for bonds turn out to be value creating for firms; with bondholders taking most of the gains on a relative basis. We find no evidence of wealth transfers from shareholders to bondholders: bondholders are paid an average tender premium of 3.9% but shareholders do not experience a significant wealth loss. Shareholders even benefit from making refinancing bond tender offers after a drop in interest rates. The wealth effects to both bondholders and shareholders increase in the remaining time to maturity. This suggests that tendering the bonds, rather than waiting for them to mature, is a win-win situation for both types of security holders http://repub.eur.nl/res/pub/16499/ 2009-10-01T00:00:00Z This paper examines (i) whether market reactions to cross-listings differ across destination markets and (ii) to what extent the following explanations for value creation around cross-listings can account for differences in market reactions across cross-listings on various destination markets: overcoming market segmentation, increased market liquidity, improved information disclosure, and better investor protection ("bonding"). We analyze 526 cross-listings from 44 different countries on eight major stock exchanges and document significant announcement returns of 1.3% on average for cross-listings on US exchanges, 1.1% on London Stock Exchange, 0.6% on exchanges in continental Europe, and 0.5% (not significant) on Tokyo Stock Exchange. We find evidence consistent with improved disclosure and bonding creating value for cross-listings on US exchanges, while overcoming segmentation and bonding are associated with higher announcement returns on the London Stock Exchange. The evidence is mixed for continental European exchanges and for Tokyo. Our results highlight the role of the destination market in value creation around cross-listings. © 2009 Elsevier B.V. All rights reserved. http://repub.eur.nl/res/pub/16710/ 2009-09-04T00:00:00Z Private equity has become an increasingly important part of our economy. Around the world the companies owned by private equity investors account for a substantial percentage of Gross Domestic Product (GDP) and private sector employment. These investors have recently been under fire in the media when they takeover companies. Private equity investors are at best seen as ‘kings of capitalism’ and at worst as ‘barbarians’ and ‘weapons of mass destruction’. The first part of this address contrasts this negative press with what we know about the real effects of private equity from academic studies. In general, private equity seems to be more negatively written about in the media then is warranted based on recent empirical evidence. However, as this address will show the jury is still out on a large number of issues that deserve further attention. One of the issues we know surprisingly little about is the real effects of private equity. Although policymakers are extremely wary of buy-outs, they tend to welcome venture capital investments. They believe that venture capital helps to close the funding gap faced by small high-growth companies that banks are reluctant to finance. The second part of this address discusses recent research that investigates the impact of private equity on the creation of new businesses in Europe. We find that private equity positively impacts the number of start-up firms at the country and industry level. Especially the availability of venture capital to finance these new ventures has a positive impact on new business creation, as many European policymakers assume. http://repub.eur.nl/res/pub/10608/ 2007-10-25T00:00:00Z This paper investigates whether industry valuation impacts firms’ earnings management decisions. Existing accounting literature assumes that industry valuation has a constant impact on this decision. We argue that a higher industry valuation increases the perceived benefits of earnings management at a time when the negative consequences associated with accrual reversal and the probability of detection are believed to be lower. Using a sample of quarterly data of U.S. firms from 1985 to 2005, we find that the four-quarter lagged industry valuation has a positive relationship with industry aggregate (current) discretionary accruals. More specific, one standard deviation increase in the aggregate industry valuation is associated with a significant increase of 2.4 cents in quarterly earnings per share. Our results are robust after controlling for several factors, including bubble years, size, leverage and performance. http://repub.eur.nl/res/pub/10609/ 2007-10-25T00:00:00Z The practice of reporting earnings measures that deviate from generally accepted accounting principles (non-GAAP measures) has received negative attention in the media. Regulators argue in favour of reporting GAAP earnings measures and utter their concerns that investors may be misled by the use of non-GAAP measures. In a period of increased regulatory concern for these reporting practices, we explore whether there has been a shift away from the use of non-GAAP metrics. We analyse a sample of earnings press releases in the period 1999-2004 from companies listed at Euronext Amsterdam. Our findings indicate that reporting non-GAAP measures is a common practice and that the frequency of reporting non-GAAP earnings measures has increased despite the concerns voiced by regulators. On the other hand, investors seem to have become more hesitant towards the use of alternative earnings measures for their decision-making. Our findings suggest that investors find non-GAAP measures informative before 2003, but they turn away from these measures in the following years and price GAAP earnings metrics instead. Together, these findings suggest that the negative media attention for non-GAAP measures has influenced the perception of investors, but not of managers. http://repub.eur.nl/res/pub/10070/ 2007-05-10T00:00:00Z Over the last decade, the going private market has experienced a considerable boom in size and also has become more interesting for private equity investors that are looking to partner with incumbent management. This offers managers the choice to take the firm private themselves in a traditional management buyout or to seek private equity backing. We propose that managers decide for a management buyout without any involvement of private equity in case they are less financially constrained: when their firms are undervalued, have high cash levels, are smaller and less financially visible, and the managers own a large toehold. In contrast, managers invite participation of private equity investors when they cannot complete the deal themselves: in firms that are larger, have less cash and managers own a smaller fraction of the firm. Our analysis on a sample of UK public-to-private transactions completed over the period 1997-2003 provides results that are in line with these predictions. http://repub.eur.nl/res/pub/30985/ 2006-01-01T00:00:00Z Going public often creates an agency conflict between the owner-manager and minority shareholders. This problem is especially severe in countries with poor legal investor protection, such as France. We examine the controlling position of owner-managers in French initial public offering (IPO) firms. We find that investors anticipate the increased agency conflict associated with a lock on control and lower firm value when the owner-manager is more powerful. Shareholder agreements in which the owner-manager agrees to share control with other pre-IPO owners enhance firm value. We also report that higher cash flow ownership by the owner-manager is positively related to firm value when he is not in full control. Finally, we document that the large (non-pecuniary) private benefits of control in France may motivate owner-managers to retain control after the IPO. http://repub.eur.nl/res/pub/6725/ 2005-06-28T00:00:00Z We examine fees on bonds issued by Japanese corporations during the 1994-2002 period. We relate fees to firms’ membership of bank-led (financial) keiretsu. For the full sample of firms, we establish a positive relation between fees and risk factors. Over time, we find that fees have increased for those firms that are related to financial keiretsu, even after controlling for risk factors. But during the same period, fees have fallen for firms not belonging to keiretsu. It seems that, against the background of bond market deregulation and weaker banks, keiretsu membership has become a burden rather than an advantage. http://repub.eur.nl/res/pub/1921/ 2005-03-29T00:00:00Z Going public often creates an agency conflict between the owner-manager and minority shareholders. This problem is especially severe in countries with poor legal investor protection, such as France. We examine the controlling position of owner-managers in French IPO firms. We find that investors anticipate the increased agency conflict associated with a lock on control and lower firm value when the owner-manager is more powerful. Shareholder agreements in which the owner-manager agrees to share control with other pre-IPO owners enhance firm value. We also report that higher cash flow ownership by the owner-manager is positively related to firm value when he is not in full control. Finally, we document that the large (non-pecuniary) private benefits of control in France may motivate owner-managers to retain control after the IPO. http://repub.eur.nl/res/pub/1863/ 2005-01-25T00:00:00Z Royal Ahold (Koninklijke Ahold NV) was one of the major success stories in the 1990s and is one of the major failures in corporate governance, suffering a complete meltdown in 2003. This clinical study analyzes Ahold’s growth strategy through acquisitions and isolates the cause of the failed strategy, i.e. the absence of internal as well as external oversight of management’s strategy. This study details the consequences of the strategy: bad acquisitions, an accounting scandal and the loss of investor confidence. It illustrates how initially a family and later professional management exploited the intent of the law and existing regulatory structures to maintain absolute control of the company. It analyzes in detail the applicable governance mechanisms of Ahold that were designed to hold the self-interest of the parties in check. It asks the reader to consider whether these governance mechanisms, properly implemented, might have helped prevent Ahold or a situation similar to Ahold. http://repub.eur.nl/res/pub/1332/ 2004-06-23T00:00:00Z We study annual general meetings of shareholders in the Netherlands. The Dutch corporate governance system is characterized by relatively concentrated shareholdings and large stakes owned by pension funds, banks and insurance companies. The legal protection of shareholders is poor due to takeover defenses, such as certificates, which deprive shareholders from their voting rights. An analysis of the minutes of 245 general meetings in the period 1998-2002 reveals that about 30% of the shareholders is present at the meeting. This is low in comparison with shareholder turn-out in Anglo-Saxon countries. Management sponsors all proposals at the meeting and only 9 out of 1,583 proposals are rejected or withdrawn. Multivariate analyses of the incidence and extent of voting against a proposal show that firm size and the type of proposal are important determinants. Overall, our findings suggest that shareholders in the Netherlands have hardly any influence on management. http://repub.eur.nl/res/pub/433/ 2003-06-19T00:00:00Z The central question of this study involves the relation between the use of takeover defenses and IPO firm value. We report that management frequently uses takeover defenses before taking the firm public. The use of takeover defenses is primarily motivated by managerial entrenchment. IPO investors anticipate potential conflict of interests with management and reduce the price they pay for the IPO shares if takeover defenses are adopted. Although managers internalize this cost of takeover defenses to the degree they own pre-IPO stock, they are likely to gain through private control benefits. Non-management pre-IPO owners lose. Their shares are worth less, but different from managers, they do not get offsetting private control benefits. We infer that managers use takeover defenses to protect private control benefits at non-management pre-IPO owners' expense. http://repub.eur.nl/res/pub/253/ 2002-11-11T00:00:00Z This paper examines whether the stock market valuation impact is consistent with subsequent operating performance of firms. We use data for equity rights offerings - the widely adopted flotation method in the Netherlands. We first examine the stock market announcement effect of rights issues and observe that a statistically significant stock price decline takes place when companies announce rights issues. Further stock price decline is also observed during the subscription period. We then analyze post-rights issue operating performance of firms and find that, consistent with the announcement period decline in stock price, rights issuing firms subsequently exhibit a statistically significant decline in their operating performance. Additional investigation of both stock and operating performance decline provides full support for the information asymmetry hypothesis, partial support for the free cash flow hypothesis but no support for the window of opportunity hypothesis.