http://repub.eur.nl/res/concept/jel-G34/ Recent publications classified by JEL Code G34 en http://repub.eur.nl/static-eur/img/logo.png http://repub.eur.nl http://repub.eur.nl/res/pub/37301/ 2012-09-25T00:00:00Z We study risk perception and actual decision-making by the corporate elite, where we consider CEOs, CFOs and non-executives. We collect data for many members of the elite for Netherlands-based companies using the vignettes method. We find that CEOs are more risk tolerant but do not act accordingly by demanding higher returns. CFOs and non-executives are found to be more risk-averse; but, interestingly, only the non-executives demand higher returns more than CEOs do. Differences in demanded returns across CEOs and CFOs are found to be negligible. When decision makers mature and get more experienced, they tend to ask higher returns on investment. For all members of the corporate elite it holds that overconfidence is consistently related to higher risk tolerance, whereas those degrees of overconfidence are similar. Groot, E.A. de Renes, S. Segers, R. Franses, Ph.H.B.F. 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. Roosenboom, P.G.J. Paap, R. Teunissen, T. 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. Fidrmuc, J.P. Palandri, A. Roosenboom, P.G.J. Dijk, D.J.C. van http://repub.eur.nl/res/pub/31627/ 2012-01-01T00:00:00Z Abstract. We examine the impact of CEOs’ familiarity with business segments on their divestiture decisions. We find that CEOs are less likely to divest assets from familiar segments, when compared to non-familiar segments. Our evidence suggests that CEOs favor their familiar segments, because they are more informed about these segments relative to non-familiar segments. It does not support CEO selection and managerial entrenchment as main explanations for the familiarity effect. Even though divestitures from familiar segments are least likely to occur, these divestitures generate the highest abnormal announcement returns. Ang, J. Jong, A. de Poel, A.M. van der http://repub.eur.nl/res/pub/31636/ 2012-01-01T00:00:00Z Abstract. Managerial hubris can lead to overpayment for acquisitions for two non-mutually exclusive reasons: (i) the target’s stand-alone value under the bidder’s control is overestimated or (ii) synergies from the combined entity are overestimated. We provide a unique test of the first source of overpayment by isolating that portion of the target’s ex-ante value that is attributable to a founder CEO, and relating this to bidder abnormal returns. We document evidence of a significant founder CEO value effect in target firms and show that this founder effect is negatively correlated with bidder gains. This finding is not due to founder CEOs using their bargaining power to appropriate a larger share of the total acquisition gains. Rather, our findings are consistent with hubris-infected bidders underestimating the value of the founder’s firm-specific human capital (which is likely to undergo a significant decline after the acquisition), and consequently, overestimating the value of the target as a stand-alone firm under the bidder’s control. Nagarajan, N.J. Schlingemann, F.P. Poel, A.M. van der Yalin, M.F. http://repub.eur.nl/res/pub/26894/ 2011-10-28T00:00:00Z Critics claim that short-term profit orientation and high deal price strategies of private equity (PE) firms can negatively affect the ability of management buyouts to initiate and sustain entrepreneurial management. This study investigates this claim by comparing effects of majority PE backed and other buy-outs at different levels of financial leverage on post buy-out increases in entrepreneurial management. We propose that PE can be used as an organizational refocusing device that simultaneously increases entrepreneurial and administrative management. We find that majority PE-backed buy-outs significantly increase entrepreneurial management practices. Furthermore, the increased financial leverage positively affects administrative management in management buy-outs. However, the effect of high financial leverage is larger for majority PE-backed buy-outs. These results support the notion that PE firms help buy-out companies develop ambidextrous organizational change: i.e. simultaneously develop entrepreneurial and administrative management practices. The findings have important implications for practitioners and policy makers. Bruining, J. Verwaal, E. Wright, D.M. http://repub.eur.nl/res/pub/20739/ 2010-09-01T00:00:00Z This discussion provides several explanations for the evidence presented in Balachandran and Mohanram (2010) that are consistent with efficient contracting. I also show that—contrary to the suggestion of the title—CEOs do not benefit from value destroying growth in earnings. Finally, I argue that there is no conclusive evidence that corporate investments destroy value. Dittmann, I. http://repub.eur.nl/res/pub/31621/ 2010-01-01T00:00:00Z Abstract. We examine the impact of the international diversification by banks on the value of their M&A advice provided in cross-border transactions. We study bidder returns to 1,253 cross-border M&A announcements. We find that acquirers engaging a more internationally diversified financial advisor generate lower excess returns. Acquirers benefit most from advisors with a greater focus on their home country. These results suggest that the benefits of advisors’ international diversification that are potentially related to the flexibility of allocating deals to the most skilled employee do not outweigh the costs emanating from a lack of country-specific knowledge and greater conflicts of interest. Jong, A. de Ongena, S. Poel, A.M. van der http://repub.eur.nl/res/pub/33057/ 2010-01-01T00:00:00Z Abstract: We investigate management forecasts by Dutch firms in relation to cross listings by these firms in the US or the UK. Cross listings are associated with legal and reputational bonding, since firms with a cross listing in the US or the UK face greater legal liability exposure and closer scrutiny by financial intermediaries than do non-cross-listed firms. As a result, after obtaining the cross listing, these firms face greater potential costs of misrepresenting information. Our findings suggest that cross listing in a stricter environment influences management forecasts in terms of management forecast specificity, accuracy, and conservativeness in two opposite directions: although cross-listed firms make smaller forecast errors, their forecasts are less precise and more conservative. Our analysis of shareholder wealth effects shows that the net effect of the cross listing is positive upon the announcement of a management forecast. Jong, A. de Mertens, G.M.H. Poel, A.M. van der http://repub.eur.nl/res/pub/13693/ 2008-10-30T00:00:00Z The number of mergers between large companies has been low and hostile takeover cases have been rare in post-war Japan. Since the 1990s total M&A activity is increasing in number of cases and value, and coinciding with this trend, hostile tender offer attempts are also more frequent. Previous research argues that the low level of merger and hostile takeover activity is caused by three institutional elements within the Japanese society: the main bank system, the horizontal keiretsu, and the specific Japanese culture. Regarding mergers we examine whether the main bank system influences merger activity of companies. With two event studies we show that involvement of a main bank does not create shareholder wealth in mergers. The main bank appears to act in order to protect its own interests as creditor. With reference to hostile takeovers we show that it is important to make a distinction between greenmail and hostile tender offers. We build an institutional model and show that it is necessary to consider each institutional element from a broad and historical perspective. Finally, we indicate that the low number of hostile tender offers might be explained by the vertical keiretsu and trade association. Schaik, D. van http://repub.eur.nl/res/pub/14027/ 2008-09-19T00:00:00Z We analyze the economic forces underlying cross-border Mergers and Acquistions (M&As) using a large bilateral panel data set. The frequent occurrence of "zero" observations provides essential information on the structure of M&A flows, which we model empirically using a two-stage procedure. At the fist stage, an observation is either classified in the Passive Group (always zero) or in the (potentially) Active Group using a logit model. At the second stage, the size of M&A flows in the Active Group is modeled using a gravity-type negative binomial model. We find that: (i) market size (GDP) of both acquirer and target is more important for trade flows than for cross-border M&As, (ii) market development (per capita GDP) is more important for cross-border M&As than for trade flows, (iii) for M&As, the target’s market, both in size and development, is more important than the acquirer’s market, and (iv) the impact of distance is larger on trade flows than for M&As. Financial openness is a prerequisite for becoming active in M&As and positively influences the size of M&A flows. Our estimates on the direction, size, and significance of the main variables are robust for alternative specifications, incorporating lagged stock market value, black market premium, real interest rates, transparency, and exchange rate variability. Finally, we provide additional support and extend the recent results of Blonigen et al. (2007) on outside-market potential and of Bergstrand and Egger (2007) on Rest of World GDP. Marrewijk, J.G.M. van Garita, G.A. http://repub.eur.nl/res/pub/13320/ 2008-09-18T00:00:00Z The thesis consists of four empirical studies in the areas of corporate finance and financial reporting. The first study examines CEOs’ familiarity with segments and how that familiarity affects their divestiture decisions. The results show that longer-tenured CEOs divest assets about half as often from familiar segments as from non-familiar segments. The study also shows that the familiarity effect is costly. The second study examines a firm’s selection procedure of financial advisors, including the choice of advisor nationality and experience, when making a cross-border acquisition. Characteristics of both the target and acquirer-nation, such as formalism, financial sophistication, and investor protection influence the acquirer’s choice of advisor nationality. Global- and target-country experience of an advisor serves as a substitute for the acquirer’s own cross-border acquisition experience, but advisors from either the target or acquirer nation create most value. The third study investigates management earnings forecasts disclosed by Dutch firms and how a cross listing in the US or UK influences managers’ forecast specificity choice and the ex post forecast errors. The results indicate that greater legal exposure and scrutiny causes firms to disclose less precise, but more accurate, forecasts. The final study examines analysts’ preferences for firms’ corporate financial reporting practices, which are confronted with the perceptions and actions of CFOs. Although we find that analysts’ views frequently correspond with those of CFOs, we also find some remarkable differences. Analysts tend to focus on long-term reporting strategies, while CFOs tend to make reporting decisions, and related investment and financing choices, with short-term consequences. Poel, A.M. van der http://repub.eur.nl/res/pub/13574/ 2008-08-25T00:00:00Z Between 1997 and 2004, Preussag, a diversified German conglomerate of "old economy" businesses, transformed itself into TUI, a company focused almost entirely on tourism and logistics. We analyze how Preussag executed this change, and how the change contributed to Preussag's underperformance in the stock market. We find that only the divestitures created value, that the strategy to invest in tourism destroyed value, and that the acquisition premiums Preussag paid were mostly unjustified. The case shows how divestiture programs increase the liquid resources available to management and casts doubt on the positive governance role of institutional blockholders. Dittmann, I. Maug, E.G. Schneider, C. http://repub.eur.nl/res/pub/12597/ 2008-06-02T00:00:00Z The market for corporate control in the second largest economy in the world behaves very different from that in the U.S. Using a sample of 91 mergers in the period 1982-2003 we document several distinctive features of this market in Japan. First, we show that in stark contrast to the pro-cyclical U.S. merger waves, mergers in Japan tend to be counter-cyclical, both with respect to the general economy as well as with respect to stock market valuations. Second, and again in contrast to the U.S. experience, we find that a significant fraction of Japanese mergers are orchestrated by the main banks; in such cases, mergers are not between two weak companies, but at least one of the merging companies is financially strong. Other distinctive features of Japanese mergers are the positive pre-announcement returns accruing to both bidders and targets, with bidders capturing approximately half the gains that accrue to target firms. We also find differential shareholder wealth effects in the bubble period (1982-1989), the early 1990s, and the post-financial regulation regime (1997-2003). Overall our results point to a market for corporate control that is distinctly less shareholder-centered than that in the U.S. and one where creditors play an important, perhaps dominant, role. Mehrotra, V. Schaik, D. van Spronk, J. Steenbeek, O.W. http://repub.eur.nl/res/pub/12465/ 2008-05-20T00:00:00Z We examine the relation between the quality of corporate governance and the value of excess cash for large European firms (FTSEurofirst 300 Index). We use Deminor ratings for Shareholder rights, Takeover defences, Disclosure and Board as proxies for the quality of corporate governance. We find that the value of excess cash is positively related to the Takeover defences score only. It seems that governance mechanisms—except the market for corporate control—are not strong enough to prevent managers from wasting excess cash. For non-UK firms we find that the value of €1 of excess cash in a poorly governed firm is valued at only €0.89 while the value is €1.45 for a good governed firm. We show that poorly governed firms dissipate excess cash relatively quickly with a negative impact on their operating performance as a result. Schauten, M.B.J. Dijk, D.J.C. van Waal, J-P. van der http://repub.eur.nl/res/pub/12980/ 2008-05-01T00:00:00Z Most FDI takes place between the developed countries, which suggests that the market-seeking motive is important for understanding FDI. However, given the stylized fact that trade barriers (e.g. transportation costs and financial barriers) have declined over the past 20 years, models that aim to explain market-seeking FDI tend to predict a decline in FDI. Neary (2008) offers two explanations for this puzzle: (1) the export platform motive (where firms gain access to an integrated market by investing in one of the “integrated” countries); (2) Neary’s (2007) GOLE model, which explains cross-border mergers and acquisitions (this model is of interest since most FDI comes in the form of M&As). By using a gravity framework, where we also deal with the “zero gravity problem”, we confirm the predictions of the GOLE model. Brakman, S. Garita, G.A. Garretsen, J.H. Marrewijk, J.G.M. van http://repub.eur.nl/res/pub/32186/ 2008-04-01T00:00:00Z Most FDI takes place between the developed countries, which suggests that the market-seeking motive is important for understanding FDI. However, given the stylized fact that trade barriers (e.g. transportation costs and financial barriers) have declined over the past 20 years, models that aim to explain market-seeking FDI tend to predict a decline in FDI. Neary (2008) offers two explanations for this puzzle: (1) the export platform motive (where firms gain access to an integrated market by investing in one of the “integrated” countries); (2) Neary’s (2007) GOLE model, which explains cross-border mergers and acquisitions (this model is of interest since most FDI comes in the form of M&As). By using a gravity framework, where we also deal with the “zero gravity problem”, we confirm the predictions of the GOLE model. Brakman, S. Garita, G.A. Garretsen, J.H. Marrewijk, J.G.M. van http://repub.eur.nl/res/pub/10907/ 2008-01-24T00:00:00Z This dissertation reappraises the existing framework for economic analysis of corporate law. The standard approach to the legal foundations of corporate governance is based on the ‘law matters’ thesis, according to which corporate law promotes separation of ownership and control by protecting minority shareholders from expropriation. This book takes a broader perspective on the economic and legal determinants of corporate governance. It shows that investor protection is a necessary, but not sufficient, legal condition for efficient separation of ownership and control. Supporting control powers vested in managers or controlling shareholders is at least as important as protecting investors from their abuse. Corporate law does not only matter in the last respect; it matters in both. This result is derived by interpreting corporate governance based on three categories of private benefits of control. Corporate law affects corporate governance depending on its impact on each category of private benefits, and not just on those accounting for shareholder expropriation. Three major areas of corporate law are considered with this view. The first is the legal distribution of corporate powers. The second is the discipline of related-party transactions. The third is regulation of control transactions. The three areas are investigated comparatively in the US, the UK, Italy, Sweden, and the Netherlands. The investigation shows that, when corporate law is analyzed in this fashion, it explains the different patterns and performance of corporate governance. This account of corporate law is not only useful for understanding separation of ownership and control, but also for indicating how to improve its efficiency through legal intervention. Pacces, A.M. http://repub.eur.nl/res/pub/11348/ 2008-01-01T00:00:00Z This paper studies the reasons and the costs of separating ownership from control by analyzing the decision of German dual class firms to consolidate their share structure from dual to single class equity between 1990 and 2001. We find that the firm value increases significantly by an average 4% on the announcement day. A significant part of the variation in abnormal returns can be explained by the ownership structure and by changes in liquidity. A logit analysis of the unification decision yields that firms are more likely to unify if their controlling shareholder loses only little voting power in a stock unification. Also, firms that are financially constrained are more likely to abolish dual class shares; these firms often issue additional shares after the stock unification. Dittmann, I. Ulbricht, N. http://repub.eur.nl/res/pub/12979/ 2008-01-01T00:00:00Z We analyze the economic forces underlying cross-border Mergers and Acquistions (M&As) using a large bilateral panel data set. The frequent occurrence of "zero" observations provides essential information on the structure of M&A flows, which we model empirically using a two-stage procedure. At the fist stage, an observation is either classified in the Passive Group (always zero) or in the (potentially) Active Group using a logit model. At the second stage, the size of M&A flows in the Active Group is modeled using a gravity-type negative binomial model. We find that: (i) market size (GDP) of both acquirer and target is more important for trade flows than for cross-border M&As, (ii) market development (per capita GDP) is more important for cross-border M&As than for trade flows, (iii) for M&As, the target’s market, both in size and development, is more important than the acquirer’s market, and (iv) the impact of distance is larger on trade flows than for M&As. Financial openness is a prerequisite for becoming active in M&As and positively influences the size of M&A flows. Our estimates on the direction, size, and significance of the main variables are robust for alternative specifications, incorporating lagged stock market value, black market premium, real interest rates, transparency, and exchange rate variability. Finally, we provide additional support and extend the recent results of Blonigen et al. (2007) on outside-market potential and of Bergstrand and Egger (2007) on Rest of World GDP. Marrewijk, J.G.M. van Garita, G.A.