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Reputational risk and target selection: An evidence from China
Abstract
Do bidders with pre‐deal lower (higher) reputational risk select targets with lower (higher) reputational risk in the existing and new markets? Past research on the role of reputation suggests that reputable firms make conservative investment decisions to maintain their reputation. Using data from the Chinese takeover market over the time period 2010 to 2018, we examine the effect of reputational risk similarity on target selection and bidder returns. The results show that bidders with pre‐deal lower (higher) reputational risk select targets with lower (higher) reputational risk and this pattern of target selection only holds in the existing market whilst bidders entering into the new markets select targets with different levels of reputational risk. We also find that bidders with lower reputational risk earn higher announcement returns in both existing and new markets and pay fairer premiums to win the bid auction.
... The deal characteristics we control include domestic deals, same-industry deals, cashfinanced deals, and relative deal size. Within industry and country deals face lesser levels of information asymmetries to estimate the actual value of target resources and, therefore, have more significant potential to pay fair premiums to targets (Eckbo, 2009;Hussain et al., 2024b;Madura and Ngo, 2008;Starks and Wei, 2013). Bidders' cash payments negatively affect takeover premiums (Vladimirov, 2015), whereas stock payments positively affect premiums (Bris, 2002). ...
Drawing from the bargaining power hypothesis, we investigate the impact of environmental, social, and governance (ESG) standards on takeover premiums in the international takeover market. Using an international sample of 8336 mergers and acquisitions from 26 bidder countries between 2003 and 2021, we find that bidders with higher pre-deal ESG standards – ESG champions – pay lower premiums to win the bid auction, suggesting that better engagement of stakeholders provides higher bargaining power to ESG champions. Contrary to the stylized fact that bidders destroy shareholder value in mergers and acquisitions, the results show that all bidders are not the same, and those with higher ESG standards enjoy takeover benefits. We also show that board independence and minority shareholder protection are potential channels through which ESG champions pay fair premiums to targets. Finally, the results document that ESG champions select targets from dissimilar industries and engage in cross-border deals to strengthen their reputation among stakeholders. Our results pass several robustness tests and hold after addressing the endogeneity issue. Overall, our findings dispense new evidence on how ESG standards increase the bargaining power of focal firms to negotiate on better terms with targets.
A burgeoning literature on green mergers and acquisitions (M&As) is based on the assumption that acquirers are polluting firms and buy targets with green resources to gain sustainable development, ignoring the fact that acquirers can also have green resources. This study explores how green acquirers select their targets and realize benefits in the international takeover market. Drawing upon the resource‐based view and information asymmetry perspective, we argue that green acquirers have a competitive advantage and prefer targets with lower firm‐level (publicly listed target) and industry‐level (targets from the related industry) information asymmetries in order to better estimate the target's value and avoid the risk of overpayment. Findings from 7788 M&As announced between 2005 and 2021 support our argument, showing that green acquirers buy targets with lower information asymmetries and earn higher returns. We also find that board characteristics and takeover experience are boundary conditions affecting the target selections of green acquirers. Our study contributes to green M&As and information economics by emphasizing the interplay of green innovation and lower information asymmetries in target selection and value creation.
This paper explores the role of bargaining ability in corporate mergers and acquisitions (M&As) by focusing on acquiring firms with ex-ante market power-powerful bidders. Drawing from a bargaining power theoretical stance, we argue that powerful bidders create value from M&A activity by paying comparatively lower premiums. We test our empirical proposition using a sample of 9327 M&A deals announced between 2004 and 2016 by bidders across 30 countries. Contrary to the stylized fact that bidders do not gain from M&A activity, we uncover evidence suggesting that powerful bidders pay lower bid premiums and, consequently, earn positive (and relatively higher) cumulative announcement returns (CARs) from M&A deals. On average, the mean returns to powerful bidders (1.3%) are at least twice those of their less powerful counterparts (0.6%). We identify ''low financial constraints'' as a potential channel through which higher bidder power translates to improved deal performance. Overall, our results provide new evidence on how industry dynamics, notably bargaining power, influences M&A outcomes.
Over two decades ago, Ocasio (1997) introduced the Attention-Based-View (ABV) of the firm with a powerful argument: Firm-level behaviour is the result of the situated distribution and allocation of managerial attention, embedded in broader organizational structures and the environmental context. ABV-based research has received substantial and increasing scholarly attention, resulting in a complex and incoherent body of research. In order to address this issue, this paper takes stock of extant research on the ABV and consolidates key debates. Based on a systematic review of 173 papers, we synthesize existing research into a unifying framework. Drawing on this framework, we propose situated attention as a central theme for future research. We elaborate on four situational factors (materiality, social dynamics, temporality, and, what we call, framing of the strategic setting), which may influence how actors' attention is situated in the particular context.
This paper explores the role of bargaining ability in corporate mergers and acquisitions (M&As) by focusing on acquiring firms with ex-ante market power-powerful bidders. Drawing from a bargaining power theoretical stance, we argue that powerful bidders create value from M&A activity by paying comparatively lower premiums. We test our empirical proposition using a sample of 9,327 M&A deals announced between 2004 and 2016 by bidders across 30 countries. Contrary to the stylized fact that bidders do not gain from M&A activity, we uncover evidence suggesting that powerful bidders pay lower bid premiums and, consequently, earn positive (and relatively higher) cumulative announcement returns (CARs) from M&A deals. On average, the mean returns to powerful bidders (1.3%) are at least twice those of their less powerful counterparts (0.6%). We identify "low financial constraints" as a potential channel through which higher bidder power translates to improved deal performance. Overall, our results provide new evidence on how industry dynamics, notably bargaining power, influences M&A outcomes.
We examine the effect of the cross-border merger and acquisition (M&A) activities of Chinese firms on their corporate social responsibility (CSR) performance. We find that Chinese acquirers significantly increase CSR performance and CSR spending following cross-border M&As. The legal origins and social norms of host countries are found to positively affect the acquirers’ CSR performance and CSR spending in the post-M&A period. The results are consistent with Chinese acquirers signaling their commitment toward CSR through cross-border M&As to respond to diverse stakeholder demands and strengthen corporate reputation. We also provide evidence that Chinese firms’ knowledge acquisition through cross-border M&As boosts green innovation. In addition, we show that the financial performance of Chinese acquirers does not suffer in the long term, indicating that strategic CSR investments can be integrated with other corporate investment activities. Our study demonstrates how cross-border M&As affect stakeholder value beyond value for shareholders.
Although the family business research field and related disciplines are paying increasing attention to improvements in methodology, there is still insufficient attention being paid to endogeneity issues. We therefore raise awareness of endogeneity and suggest ways to reduce biased results in family business studies. We review publications in the family business literature in terms of (1) the consideration of endogeneity issues, (2) sources of endogeneity for different research topics, and (3) various methods that researchers have used to control for endogeneity. We discuss important lessons learned from the review and offer methodologically oriented recommendations for future family business studies.
In this study, we examine whether carbon risk matters in acquisitions. Using a firm's carbon emissions to proxy for carbon risk, we examine whether an acquirer's level of carbon emissions is related to the decision to engage in acquisitions and achieve subsequent acquisition returns. The results show that firms with higher emissions have an increased likelihood of acquiring foreign targets while, at the same time, having a decreased likelihood of acquiring domestic targets. Acquirers with large carbon footprints seek out targets in foreign countries that have low gross domestic product (GDP) or weak environmental, regulatory, or governance standards. We also examine the relationship between carbon emissions and announcement returns. We find that cross-border acquisition announcement returns are higher when acquirers with high carbon emissions acquire targets in countries with fewer regulations or weaker environmental standards. Focusing on the interplay of corporate social responsibility (CSR) and carbon emissions, we find that investors censure acquirers that promote CSR while also having high carbon emissions, thus resulting in worse abnormal returns. This is particularly the case if the target country is wealthy or has stronger country governance or strong environmental protection. Our findings add insight on the channels through which a focus on reducing carbon risk can add value for shareholders.
This paper examines the implications of market anticipation of impending merger and acquisition (M&A) deals on the assessment of acquirer wealth effects through event study methods. We find evidence suggesting that prior studies have under-stated the gains to acquirers. The documented negative or near-zero abnormal returns to acquirers appears to be confined to sub-samples of highly-anticipated deals. By contrast, unanticipated acquirers gain significantly from M&As, achieving average cumulative abnormal returns of 5.4% to 7.5% in the seven days around the bid announcement. Empirically, we show that market anticipation partly explains (1) the documented low returns to acquirers, (2) the positive abnormal return spillover to close rivals of acquirers, and (3) the declining returns to serial acquirers across successive deals. Overall, our study provides evidence against several stylised facts and sheds light on the puzzle that M&A activity persists despite recurrent research findings that they do not create value for acquirers.
We investigate why some acquirers value targets’ technological relatedness (i.e. similarity and complementarity) more than others. We propose that the importance of technological relatedness as a target selection criterion is influenced by the extent to which an acquirer Top Management Team is divided into subgroups based on managers’ demographic characteristics (i.e. faultlines). That is because an acquirer Top Management Team’s understanding of technological relatedness depends on the team’s information processing capabilities, driven primarily by Top Management Team faultlines. Our analysis of 94 realized acquisitions among 2082 potential acquisition matches in high-technology industries shows that while both technological similarity and complementarity increase the likelihood of an acquisition match, only the impact of technological complementarity is affected by Top Management Team faultlines. Specifically, we find that Top Management Teams with moderately strong divisions between subgroups pay more attention to technological complementarities between their firm and potential acquisition targets than Top Management Teams with very strong or weak divisions.
This study examines the influence of parent firm reputation risk on the level of corporate social responsibility activities of foreign subsidiaries. We first argue that a strong reputation risk spillover occurs from parent firms to their foreign subsidiaries due to the high visibility of multinationals, the control of parent firms over their subsidiaries, and the liability of foreignness associated with foreign firms in host countries. Then, we argue that subsidiaries may resort to CSR in their host country to reduce the spillover effect. Thus, we hypothesize a positive relationship between parent firm reputation risk and foreign subsidiary CSR activities. Moreover, we explore several contingency factors at both the parent firm and subsidiary levels that affect the extent of spillover and the need for subsidiaries to use CSR as a buffer against parent firm reputation risk. We find that the positive relationship between parent firm reputation risk and foreign subsidiary CSR activities is weaker for foreign subsidiaries that directly report to parent firm, with longer operations in the host country and larger institutional distance between host and home countries. Using a unique sample of subsidiaries of large multinationals in China from 2009 to 2016, we find general support for our arguments.
Research summary
We investigate the role of a firm's dividend and growth reputations in shaping investors’ interpretations of acquisitions as a negative or positive expectation violation. While our findings reveal that both an acquiring firm's dividend and growth reputations trigger positive investor reactions, they also show that investors react negatively to an acquisition of a target firm with a strong growth reputation when the acquiring firm has a strong dividend reputation. We also find that investors are inclined to give managers “the benefit of the doubt” to the extent that an acquiring firm strategically frames an acquisition announcement in such a way that it provides assurance to investors that the acquisition is meant to exceed investors’ expectations about shareholder value creation.
Managerial summary
We study why investors respond to some acquisitions positively and others negatively. We find that the way acquiring and target firms have created shareholder value in the past, and the information conveyed in the acquisition announcements are important determinants of investors’ differential reactions to acquisitions. Our findings show that while investors generally react positively to acquisitions by firms known for creating value either through dividends or growth, their reactions become negative when a firm known for value creation through dividends acquires a target known for value creation through growth. We further find that managers can favorably influence investor reactions by making it salient in the acquisition announcement how the acquisition is intended to exceed investors’ value creation expectations from the acquiring firm.
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We evaluate the relationship between the appointment of women to CEO or Chair positions and firm performance, and shed light on the differences between family and nonfamily firms. By using a propensity score matching approach on a sample of 394 French firms over the period 2001-2010, we find major discordances between women’s leadership style and family business expectations relative to firm performance, as measured by return on assets and Tobin’s q. Notably, our results support the conjecture that family firms, which are more conducive to transformational leadership, offer women a more appropriate climate for exercising the function of Chair than that of CEO. In contrast, women CEOs perform better in nonfamily firms. Our findings move away from the predominant focus on barriers and stereotypes images about the female leadership and support the contingency theory of leadership, which states that the effectiveness of a leadership style depends on the organization and culture in which leaders operate, and on task-related positions.
In recent years, an increasing number of Chinese firms have been engaged in acquisitions both inside and outside of China. Nevertheless, our understanding of Chinese merger and acquisition (M&A) activity is limited because a majority of M&As in the past 100 years have been performed by firms from developed countries and it is those M&As that have been the focus of prior research. Thus this paper aims to address the following research questions: What are the new insights gained from Chinese M&A research? What are the emerging future directions of Chinese M&A research? To address those questions, this article provides a thorough literature review of the most recent M&A research in top journals and studies of M&As both inside and outside of China. Consequently, we identify both new insights from Chinese M&A research and the research gaps that Chinese M&A research needs to fulfill compared with general M&A research in top journals. We further highlight the important and unique characteristics of Chinese M&As and call for future research.
This study examines whether the pre‐deal target‐bidder firm governance gap affects the bidder's postdeal change in governance quality. We estimate cross‐sectional regressions using mergers and acquisitions from 2004 to 2016. We find that the bidder's firm‐level governance improves for acquisitions where the target's governance quality is better than that of the bidder preacquisition. We attribute the results to reverse portability, suggesting that the predeal governance gap creates space for governance transfer, and bidders can adopt better governance of targets after the acquisition. Board independence, audit committee independence, CEO‐Chairman separation, stock compensation, and equal treatment of minority shareholders serve as potential channels to demonstrate the bidder's higher governance after the acquisition. Our findings also reveal that bidders with governance improvement are also associated with higher operating performance. We extend the portability theory of Ellis et al. (2017) and suggest that governance can also travel from targets to bidders through mergers and acquisitions.
We examine the effect of climate change risks (CCR) on firms' decision of engaging in mergers and acquisitions (M&A) and M&A performance. In this study we use the responses by firms on ‘ climate change‐related risks and opportunities ’ of the Carbon Disclosure Project (CDP) survey and 1372 deals of US listed firms during 2010–2020. Consistent with risk vulnerability theory, our evidence indicates that firms with higher CCR have a lower probability of engaging in M&As. After controlling for possible endogeneity, our results also indicate that if acquirers with higher climate change risks choose to engage in M&A, it significantly reduces the announcement returns. These findings suggest that extant measures of climate change risks should be rethought when evaluating M&A efficiency. More broadly, our paper provides causal evidence that managers need to integrate CCR into their formal risk management systems to avoid unsuccessful M&As.
We show that ethnic diversity of CEOs of merging firms has been increasing and report evidence of ethnic homophily effect in M&As transactions. Specifically, M&As perform better when the CEOs of the merging firms share a common ethnic background. In a sample of 444 US mergers completed between 2000 and 2018, we find that ethnic homophily improves the probability of deal completion. Furthermore, we report mild variation of performance across ethnic groups. White CEOs exhibit better postmerger performance while Asian CEOs instigate a better market reaction (announcement return). Subsequent analyses show that White CEOs tend to have longer tenure and longer experience while Asian CEOs tend to be more transparent. We discuss our findings in light of a few extant theories and show that our findings are robust to several additional tests including instrumental variables, Heckman's selection bias correction, and several variations in the model specifications and definitions of key variables.
This collection is the first comprehensive selection of readings focusing on corporate bankruptcy. Its main purpose is to explore the nature and efficiency of corporate reorganisation using interdisciplinary approaches drawn from law, economics, business, and finance. Substantive areas covered include the role of credit, creditors' implicit bargains, non-bargaining features of bankruptcy, workouts of agreements, alternatives to bankruptcy, and proceedings in countries other than the United States, including the United Kingdom, Europe, and Japan.
We study the corporate governance portability from bidders to targets in Mergers and Acquisitions and its impact on bidder announcement returns. We find that the bidder’s cumulative abnormal returns are higher in acquisitions where the bidder’s corporate governance quality exceeds that of the target. This result suggests a positive valuation effect for bidder shareholders resulting from the portability of good firm corporate governance from bidders to targets. We also find that this effect is stronger when bidders are domiciled in countries with better corporate governance. The results pass several robustness tests, including alternative measures of firm corporate governance and different sample periods.
We investigate how language similarity between acquirers and targets affects post-M&A performance using a large sample of M&A transactions in China. We hypothesize and find that acquirers achieve higher post-M&A operating performance when they acquire targets that share the same native languages. We provide evidence that language similarity enhances post-M&A performance via the communication channel. Additionally, we show that the impact of language similarity is more pronounced when acquirers are not controlled by government agencies and when they are not related parties of targets. This study indicates an important role of native language similarity on post-M&A performance.
Cross-border mergers and acquisitions (M&As) are highly emotional events for the employees of involved organizations. The strength and directionality of emotional reactions can result in positive or negative employee outcomes contributing to success or failure of cross-border M&As. Existing studies on emotions and cross-border M&As have identified various underlying mechanisms and factors that influence employee emotions in cross-border M&A activities, leading to a fragmentation of current research on this topic. In this article, we systematically review the interdisciplinary literature on the role played by emotions in cross-border M&As by analyzing a sample of 78 articles published between 2000 and 2021. We contribute to the current literature by (1) providing a holistic and deeper understanding of the role played by emotions in cross-border M&As; (2) mapping the current state of the interdisciplinary literature on emotions and cross-border M&As; and (3) developing a multi-level framework, and identifying key theories and emerging themes to be examined in future studies.
A core objective of corporate development relates to scope decisions, which regularly involve Mergers and Acquisitions (M&A). The dominant idea behind M&A is often captured by the umbrella term "synergy". Yet, while performance is the key variable of most M&A studies, how firms arrive at a particular synergetic value for a target firm is not well understood. In this paper, we contribute to this body of research. We argue that understanding the determination of synergies in M&A, requires a look at the mechanisms that guide managerial attention towards specific valuation practices and synergy types. Specifically, by drawing on the attention-based view of the firm, we show that the evaluation of synergies cannot be divorced from the underlying attention structure in the M&A context and the various valuation practices that constitute different synergy types. Our analysis suggests that synergies often do not reflect the true potential of acquisitions. We reveal that this is due to an attentional crowding-out effect: The congruence of M&A attention structures with valuation practices for functional synergies crowd out the attention allocation to business models and strategic synergies. We describe the characteristics of this crowding-out effect as well as its implications.
Drawing on the portability theory, we examine how the pre-deal gap in corporate social responsibility (CSR) between the bidder and target affects announcement returns in the international takeover market. We find that the higher the bidder's CSR scores relative to the target's, the higher is the synergy captured by combined cumulative abnormal returns of bidders and targets. It supports our hypothesis that synergistic gains are higher when the ex-ante bidder-target CSR gap is positive. The results also show that the synergy effect of CSR is not shared between bidder and target firms; thereby, bidders earn abnormal returns while targets lose. We further document that the acquirers with higher CSR practices before the acquisition are more likely to engage in related and non-cash-financed deals, and capital markets reward these acquisition choices. Finally, the results show that a positive CSR gap reduces the takeover premium and the time taken to complete the deal. Overall, the results suggest a positive valuation for the shareholders of the combined firm resulting from the portability of higher CSR practices from bidders to targets. Our results are subject to a battery of robustness tests, including alternative measures of combined returns and CSR, and tests for endogeneity.
The academic debate on whether there is a “resource curse” has lasted for nearly three decades. This paper aims to verify the existence of a “resource curse” with the proposed new model, named the generalised weighted least squares support vector panel regression (GWLS-SVPR) model, from the perspective of spatial heterogeneity, in response to the debate of scholars. Our case study focuses on the data of 31 regions in China from 2009 to 2018. The results show that the impact of natural resources on economic growth has spatial correlation and heterogeneity, and different proxy variables have different conclusions. Overall, it is easier to conclude that there is a “resource curse” by using resource dependence as a substitute variable for natural resources than by using resource abundance. Using per capita GDP as the proxy variable of economic growth is easier to get the conclusion that there is no “resource curse” than per capita GDP growth rate. After considering both spatial heterogeneity and proxy variable differences, we conclude that a “resource curse” does exist in some regions of China, but there are obvious spatial differences.
Research Summary
The resource‐based view claims that bundles of resources are the key determinants of a firm's value. Yet, market value spillovers stemming from firms' resource bases have received scarce attention in the literature. This article provides evidence of such spillovers in the context of technological acquisitions. I hypothesize that acquisitions act as signals, revealing to investors that the acquired technologies are more valuable than initially expected. These signals should affect firms owning similar technological resources. Measuring technological similarity with the text similarity of firms' patent portfolios, I find that the announcement of an acquisition brings a positive revaluation of firms with technological resources like those of the target. These spillovers also reach firms with a product market focus different from those of the merging firms.
Managerial Summary
Technological resources are key strategic resources that significantly contribute to firms' valuations. These resources are often acquired through corporate acquisitions. This study explores whether acquisitions affect the valuation of technological resources of other companies not involved in the transaction. The results show that a firm that owns patents similar to the company being acquired experience positive stock market returns at the acquisition announcement, which suggests that the deal signals to investors that the acquired resources are more valuable than initially expected. This effect holds regardless of whether the firm belongs to the same industry as the target or the acquirer. These spillovers change the market value of technological resources and are likely to affect the gains from later acquisitions or divestures of similar resources.
We investigate the extent to which corporate reputation risk influences cash holdings for US listed firms over the period 2007–2018. Our results show that firms having a high reputation risk hold significantly more cash. This documented relationship persists even after controlling for other determinants of cash holdings, including corporate social responsibility performance, explicitly. Using a series of analyses, we show that this relationship is not driven by endogeneity problems. Further, we find that the positive relationship between reputation risk and cash holdings is more pronounced for firms with more financing constraints and agency problems, and for growth, mature and shake-out firms. In an additional test, we show that firms having a low reputation risk are associated with a higher marginal value of cash than are their high reputation risk counterparts. Overall, we provide robust evidence that reputation risk matters for corporate cash holdings.
In this paper, we document diverse levels of managerial ability and firm performance in the cross section of acquiring firms. Acquirers with strong managerial ability realize higher announcement-period abnormal returns and experience better post-merger firm performance than their low-ability counterparts. Our results are robust to endogeneity concerns and show that the observed variation in acquirer abnormal returns is attributed to the heterogeneity of managerial ability fixed effects across acquirers. Managerial ability adds value to acquirers, especially in stock-financed acquisitions, implying that the method of payment is not driving the negative stock-financed valuation effect documented in previous literature. Moreover, we find that target firms with strongly ingrained growth potential and low levels of financial constraint and bankruptcy risk are highly favored by skilled acquiring managers.
We examine how the size and the composition of acquirer boards are associated with shareholder abnormal returns for 2,230 M&As made by listed firms in Continental Europe. Although board size proves insignificant, our findings do offer some evidence as to a beneficial effect of board diversity on M&A value creation. Gender diversity appears marginally positively associated with acquirer shareholder abnormal returns. The fraction of foreign directors is in general not significantly positive, unless the rule of law in the acquirer country is weak. Nonetheless, nationality diversity in the board turns out harmful in purely domestic takeovers. The influence of age diversity is marginally positive, yet only in domestic and horizontal takeovers. Next, the fraction of independent directors has a robust positive effect on the acquirer CAR, while directors with multiple board appointments prove valuable especially through preventing firms from pursuing poor takeovers. Finally, CEO duality is detrimental only in industry‐diversifying deals initiated by acquirers that are not controlled by an individual or a family shareholder. Any negative CEO‐duality effect is mitigated when the acquirer‐country rule of law is strong.
A key challenge facing acquirers is how to judge the technological and other resources of high‐tech ventures. While it is well known that acquirers can benefit from signals about targets to reduce acquirers’ uncertainty in the selection of acquisition targets, this leaves open the question of the degree to which certain acquirers would rely on a target’s signals. We argue that different levels and types of experience can shape an acquirer’s attention to high‐tech ventures’ signals. On the one hand, general acquisition experience can lead an acquirer to pay more attention to and act on signals. On the other hand, target‐specific experience developed from prior collaborations can reduce the value of signals by directly mitigating an acquirer’s risk of adverse selection. Based on a sample of over a thousand technology ventures in the US biotechnology industry, our empirical evidence demonstrates that the combination of acquirers’ experiences and targets’ signals explains who buys whom in a high‐tech industry.
This paper provides a comprehensive review of Mergers & Acquisitions (M&As) research conducted in the Asia-Pacific region over the last decade. We also identify gaps in the literature and highlight some important research issues that provide directions for future research.
Socially irresponsible behavior of a target firm could lead acquirers to pay less for the target, particularly when that behavior is widely reported in the media. Using a cross-country sample between 2007 and 2017, we find that targets with a greater degree of reported negative ESG incidents tend to have lower acquisition premiums. Furthermore, acquisition premiums are lower for targets that have more reported negative ESG incidents than the acquirers themselves. These results suggest that a target’s social performance is an important determinant of the acquisition performance and synergies, and target’s exposure to ESG reputation risk has important economic implications.
In recent years, investors have begun to value companies’ reputations through their environmental, social, and governance (ESG) practices. ESG risk can affect business processes and controls and can heighten financial risk and threaten a firm’s survival. This study examines whether and how the severity of media coverage of a firm’s negative ESG issues (tainted ESG reputation) is associated with audit effort and audit quality. I find that auditors manage the higher expected engagement risk conveyed by tainted ESG reputation by applying higher audit effort. Next, I observe that the increased effort is associated with auditors likely detecting and requiring adjustments for material misstatements and that tainted ESG reputation is associated with fewer misstatements (i.e., reduces poor audit quality). The association between tainted ESG reputation and audit quality is driven primarily by increased audit report lag, not by increased audit fees. Further, I find that tainted ESG reputation is positively associated with audit effort and reduces poor audit quality for up to three years. The results also show that the audit effort and audit quality effect vary across the three components of ESG.
This paper examines whether merger and acquisition (M&A) exits have the same effect on venture capital (VC) reputation than initial public offering (IPO) exits? Using a large sample of U.S. IPOs and M&As for the period 1996–2015, we find that M&A exit strategy has the same importance as IPO exit strategy in explaining the incentives of young venture capital firms to grandstand. There is, however, no evidence that young VC firms exit from their portfolio companies closer to the next follow-on fund than older VCs. In addition, our results show that to build their reputation, young VC firms are willing to accept a lower premium in the case of M&A exits and to bear the cost of higher underpricing in the case of IPO exits. We also find that the presence of reputed VC affects significantly the probability of an IPO exit over an acquisition exit.
Despite the long-standing research interest in the pre-deal phase of mergers and acquisitions, many important questions remain unanswered. We review and synthesize the extensive but rather fragmented research on this topic area in the fields of management, finance, accounting, and economics. We organize our review according to six themes, i.e., deal initiation, target selection, bidding and negotiation, valuation and financing, announcement, and closure, which represent the main categories of activities performed during the pre-deal phase. Our review shows that most of the existing research relies on a rather high level, simplified, and static conception of the pre-deal phase. Based on our review, we put forward a research agenda that calls for a more granular examination of individual activities and decisions, a more comprehensive analysis of the interplay among the different actors involved in the pre-deal phase, a better understanding of the role of the temporal dynamics, and the extension of the theoretical base from variance-based to process-based theorizing.
This paper analyzes whether bidders are overpaying in banking takeovers in Europe. According to the synergy hypothesis, the bid price in mergers and acquisitions (M&A) depends on the synergies expected; thus, the premium is expected to have a positive influence on the bidder's returns. If the bidder overpays for the target, however, the premium will have a negative effect on the bidder's returns, as stated in the overinvestment hypothesis. Based on the above hypotheses, the analysis of 49 M&A from 1995 to 2004 shows a quadratic relationship between premiums and bidders' returns with a relative maximum of 21 percent. Therefore, bidders paying above this premium could be overpaying in their deals
We contribute to the corporate social responsibility (CSR) literature by investigating whether the CSR of acquirers impacts mergers and acquisitions (M&A) completion uncertainty. Using arbitrage spreads following initial acquisition announcements as a measure of deal uncertainty, we document –for an international sample of 726 M&A operations spanning the 2004–2016 period– a negative association between arbitrage spreads and acquirers' CSR. Specifically, we show arbitrage spreads are reduced by 1.10 percentage points for each standard deviation unit-increase in the acquirer's CSR score. Findings are qualitatively similar when we focus on individual CSR dimensions (environmental, social, and governance). Our results suggest the CSR of acquirers is an important determinant of the way market participants assess the outcome of M&As worldwide.
Exploiting the staggered enactment of country‐level mergers and acquisitions (M&A) law as an exogenous increase in corporate takeover threat, this paper examines how a disciplinary market for corporate control affects accounting conservatism. Following M&A law adoption, we find increased accounting conservatism, with more pronounced effects in countries with weak shareholder protection and in those experiencing larger growth in takeover activity. Further analysis reveals that elevated takeover threats increase conservatism through changes in capital structure and investment decisions as well as improvements in board monitoring. Our findings highlight the importance of the market for corporate control in shaping financial‐reporting outcome.
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We examine the relation between information asymmetry and firm value around an M&A. Due to the due diligence and intense scrutiny around M&A announcements, acquisitions are significant shocks to a target's information asymmetry. We find that M&A announcement‐period wealth gains are significantly related to a target's information asymmetry and the relationship is concentrated in same‐state or same‐industry mergers. Our difference‐in‐difference analysis shows that the wealth effects become weaker when overall information environment improves. Furthermore, we document that information asymmetry is an important factor in target selection and the likelihood of diversifying deals, deal size, and deal closure time.
We study how ownership similarity between two firms affects the likelihood of an acquisition between them. Assortative matching arguments suggest that similarity between acquiring and target firms can encourage acquisition behavior, since more similar partners can better understand one another and combine resources in a more efficient way. Previous research has confirmed this expectation focusing on traits related to industry, strategy, and technology. We contribute to this literature by examining similarity in the type of dominant owner. We hypothesize and find evidence in a sample of 14,000 Italian companies that acquisitions are more likely to occur among firms with similar owners.
This paper explores whether corporate acquirers consider environmental reputations when planning and structuring takeovers. We find that firms with an environmentally toxic reputation, which have the greatest potential for negative spillovers to their merger partners, have a lower associated probability of being both acquirers and targets. Acquirers are more likely to pair with similar reputation firms and are less likely to acquire firms with lower reputations. Most notably, green firms in our sample never acquire toxic firms. Acquirers that buy firms with differing environmental reputations use a higher percentage of stock in their acquisition offers. We further show that the returns to acquirers are lower when they acquire firms outside of their area. Collectively, these findings suggest that managers account for potential negative spillover effects in acquisition decisions.
We study the effect of corporate cultural similarity on merger decisions and outcomes. Using the similarity in firms’ corporate social responsibility characteristics to proxy for cultural similarity, we find that culturally similar firms are more likely to merge. Moreover, these mergers are associated with greater synergies, superior long-run operating performance, and fewer write-offs of goodwill. Our evidence is consistent with the notion that cultural similarity eases post-deal integration. Our results contribute to the literature on the determinants of merger success, provide new evidence on the impact of corporate culture, and offer a new approach to defining firms’ cultural similarity.
We construct a measure of the pairwise relatedness of firms’ human capital to examine whether human capital relatedness is a key factor in mergers and acquisitions. We find that mergers are more likely and merger returns and post-merger performance are higher when firms have related human capital. These relations are stronger or only present in acquisitions where the merging firms do not operate in the same industries or product markets. Reductions in employment and wages following mergers with high human capital relatedness suggest that the merged firm has greater ability to layoff low quality and/or duplicate employees and reduce labor costs. We further show in a falsification test that human capital relatedness has no effect on acquiring firm returns in asset sales when little or no labor is transferred, which helps validate our measure of human capital relatedness.
We examine the relation between CEOs political ideology and their firms' investment decisions, particularly their M&A decisions. Employing individual financial contributions data for the period from 1993 to 2006, we find that firm's investment decisions vary with CEO's political ideology. Our evidence indicates that Republican CEOs are less likely to engage in M&A activities. When they do undertake acquisitions, they are more likely to use cash as the method of payment, and their targets are more likely to be public firms and to be from the same industry. Further, Republican CEOs tend to avoid high information asymmetry acquisitions that involve the use of “earnout” clauses. Conditional on the merger, CEO political ideology appears to have a significantly impact on long-run firm valuation. However, we find no evidence that CEO political ideology creates value in the short-run. All our results are robust to controlling for CEO overconfidence.
Emerging reputation research suggests that high-reputation firms will act to maintain their reputations in the face of high expectations. Yet this research remains unclear on how high-reputation firms do so. We advance this research by exploring three questions related to high-reputation firms’ differential acquisition behaviors: Do high-reputation firms make more acquisitions than similar firms without this distinction? What kind of acquisitions do they make? How do investors react to high-reputation firms’ differential acquisition behaviors? We find that high-reputation firms make more acquisitions and more unrelated acquisitions than other firms. Yet we also find that investors bid down high-reputation firms’ stock more than other firms’ in response to acquisition announcements, suggesting that investors are skeptical of how high-reputation firms maintain their reputations. We know that high-reputation firms wish to maintain their elite standing in the face of high market expectations, but we know little about how they do so. We explore this puzzle by investigating how reputation maintenance influences high-reputation firms’ acquisition behaviors. We classify high-reputation firms are those firms that make Fortune's Most Admired annual list, and we find that high-reputation firms make more acquisitions and more unrelated ones than other firms. Surprisingly, we also find that the market tends to react negatively to these acquisitions. Thus, managers may want to reconsider their strategy of making acquisitions as a means to maintain their firms’ high reputations.
In this paper, we examine the match between resource relatedness and post-merger integration on technology innovation of acquiring firms to find the rationale behind technology-sourcing cross-border mergers and acquisitions (M&As) of Chinese multinational enterprises. Using a sample of 88 Chinese technology-sourcing cross-border M&As, we find that the acquirer will improve technology innovation when greater resource similarity between the acquirer and target firms is matched with a high integration degree and a low target autonomy level. Meanwhile, the acquirer can improve technology innovation when greater resource complementarity is matched with a low level of integration degree in technology-sourcing cross-border M&As. This paper provides the acquiring firms with fresh ideas of how to make the integration decisions of technology-sourcing overseas M&As. We hope to help multinational enterprises to achieve more outstanding technology innovation performance through technology-sourcing overseas M&As in an intense global competitive environment.
The agency theory and law and finance literatures show good country governance encourages financial development, mitigates agency problems, and increases firm value. Drawing on these literatures, we develop a theory that benefits from good country governance are portable by firms across countries through cross-border acquisitions. Using acquisitions from 56 countries from 1990 to 2007, we find that acquirers can transport the benefits from good country governance, so that they gain more from acquiring targets with worse country governance than their own. As predicted, the acquirer’s stock-price reaction to acquisitions increases with the country governance distance between the acquirer and the target.
This paper investigates the dynamics of cross-listing and corporate social responsibility (CSR). Using a sample of 10,815 firm-year observations from 54 countries over the period 2002–2011, we find that cross-listed firms have better CSR performance than non–cross-listed domestic firms. This result is robust to endogeneity and different types of cross-listing. We also find that CSR increases (decreases) significantly after cross-listing in (delisting from) U.S. markets. The positive impact of cross-listing on CSR performance is stronger for firms from countries with weaker institutions, lower country-level sustainability, and higher liability of foreignness, and for firms operating in industries with high litigation risk. Finally, we find that cross-listed firms with better CSR performance exhibit higher valuations.
