...The Hubris Hypothesis of Corporate Takeovers Author(s): Richard Roll Source: The Journal of Business, Vol. 59, No. 2, Part 1 (Apr., 1986), pp. 197-216 Published by: The University of Chicago Press Stable URL: http://www.jstor.org/stable/2353017 Accessed: 10/02/2010 10:10 Your use of the JSTOR archive indicates your acceptance of JSTOR's Terms and Conditions of Use, available at http://www.jstor.org/page/info/about/policies/terms.jsp. JSTOR's Terms and Conditions of Use provides, in part, that unless you have obtained prior permission, you may not download an entire issue of a journal or multiple copies of articles, and you may use content in the JSTOR archive only for your personal, non-commercial use. Please contact the publisher regarding any further use of this work. Publisher contact information may be obtained at http://www.jstor.org/action/showPublisher?publisherCode=ucpress. Each copy of any part of a JSTOR transmission must contain the same copyright notice that appears on the screen or printed page of such transmission. JSTOR is a not-for-profit service that helps scholars, researchers, and students discover, use, and build upon a wide range of content in a trusted digital archive. We use information technology and tools to increase productivity and facilitate new forms of scholarship. For more information about JSTOR, please contact support@jstor.org. The University of Chicago Press is collaborating with JSTOR to digitize, preserve and extend access to The Journal...
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...Case Study 3.1 Teva Acquires Cephalon in a Hostile Takeover in the European Market for Corporate Control 1. While Valeant was more likely to be an aggressive cost cutter, both firms anticipated improving earnings performance through significant cost savings by combining operations and eliminating duplicate overhead. Valeant also believed Cephalon would complement their own offering. Teva was under pressure to diversify its product offering to include a greater percentage of higher margin branded drugs. Like many pharmaceutical companies, they were vulnerable to the loss of patent protection on a key drug and were seeking access to a firm with a substantial number of new drugs under development. 2. Both firms initially approached Cephalon on a friendly basis, interested in avoiding an auction for the target and the potential for customer attrition, loss of key employees, and disruption to suppliers if the acquisition became hostile. However, Valeant decided to pressure the target by going directly to the shareholders with an all-cash hostile tender offer. Simultaneously, the firm initiated a proxy fight in an attempt to change the composition of the Cephalon board in order to have the board rescind the firm’s shareholder rights plan (poison pill), which if triggered would have increased the cost of the takeover. Valeant used a consent solicitation card which would enable Cephalon shareholders to support Valeant’s slate of directors without scheduling a formal shareholders...
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...Midterm Exam Question 1: The single greatest social change that has taken place in the last generation was the internet and in recent years it has become so streamlined that thoughts and events written or recorded by anybody can be seen by the entire country live as it occurs. The internet has such massive volume that it is almost impossible to regulate or control. It will inevitably become the single greatest instrument in judging and holding politicians and administrators accountable. The internet also exponentially amplifies all other elements of social change such as working over full time in poverty, minimum wage, worker rights, marriage equality, voting rights, campaign finance disapproval, lobbying disapproval, healthcare, and anti-corporatism to name a few. A recent study called "Testing Theories of American Politics: Elites, Interest Groups, and Average Citizens." by Martin Gilens of Princeton University and Benjamin I. Page of Northwestern University. (1) quantifies the will or opinion of the American people on a variety of issues from pieces of legislation to Supreme Court rulings. Then the will of hyper wealthy Bankers, Corporations, Lobbying firms, and other interest groups was quantified. The demands of these individuals and entities almost always conflicted with the will of the vast majority of American people. This study found that over 90% of the time, legislation and court rulings served the will of the very few. This study effectively proved the United...
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...322 G1 INTERNATIONAL CORPORATE GOVERNANCE AND STRATEGY THE GOLDEN PARACHUTE Prepared for: Professor Toru Yoshikawa By: Matthew Lim Zhi Liang S9118245I An Introduction to the Golden Parachute When we talk about executive compensation, one topic that never fails to come up is the Golden Parachute. The Golden Parachute, as the name suggest is an executive safety net of sorts that is included in the employment contracts of senior-level executives. Basically it is a special payment – usually a lump-sum amounting to millions, that is paid in the event of a change in control of the company1. The reasons for the implementation of the Golden Parachute is something that has been constantly debated, but the most common objective, and the objective I will be focusing on in this paper is to control the behaviour of the management in the event of a acquisition2. Often times when an acquisition occurs, the management of the acquired firm will not stay with the new firm, meaning that their will not benefit from the acquisition, but would rather suffer if the acquisition occurs. As such they might be inclined to try to prevent the acquisition, and not act in the best interest of the shareholders3. The Golden Parachute serves to ensure that the management acts in the best interest of the shareholders by providing a mechanism to protect their own personal self interest. Another objective that is often talked about would be that of an anti-takeover mechanism4. The Golden...
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...PeopleSoft v. Oracle: Hostilities Involved in a Takeover Precious Richey OMM 640 Business Ethics and Social Responsibility (MFF1226A) Instructor – Ken Edick Submitted: 7/23/2012 Abstract The hostile takeover of PeopleSoft by Oracle was the results of a lengthy court battle that raised many issues. One issue in particular concerned anti-trust laws and their application to technology companies. The Department of Justice, in an attempt to block the takeover, argued that a merger of this nature would lessen competition and ultimately limit customer choice. An appellant court judge ruled that this case did not meet the criterion of an anti-trust breach and ruled in favor of Oracle. Never the less, many other factors concerning the role of shareholders, the board of directors and chief officers gave rise to some grey areas. It has been speculated that the outcome of this case has paved the way for similar acquisitions in the technology arenas. The hostile take-over bid by Oracle to acquire the controlling shares of PeopleSoft was a long and drawn out acquisition. The process was marked with uncertainties, government intervention, and changed trends. Some analysis considered the move to be a merger while others considered it to be a consolidate that served as a prelude to the inevitable changes in the software market. In 2003 when Oracle’s CEO announced plans to wage an unsolicited takeover of PeopleSoft’s stock (Boatright, 2009), the decision was met with...
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...ETHICS IN FINANCE Meaning of Ethics Ethics is the study of human behavior which is right or wrong. In general, ethics means doing right things to others, being honest to others, being fair and justice to others. Even ethics in finance is a compartment to general ethics. Ethics are very important to maintain constancy in social life, where people work together with one another. In the process of social development we should not be conscious of ourselves but also conscious to take care of others. WHAT IS FINANCE Finance means fund or other financial resources; it deals with matter related to money and the market. The field of finance refers to the concept of time, money and risk and how they are interrelated. Banks are the main facilitators of funding. Funding means asset in the form of money Finance is the set of activities that deals with the management of funds. It helps in making the decision like how to use the collected fund. It is also art and science of determining if the funds of an organization are being used in a right manner or not. Through financial analysis, any company or business can take decision in making financial investments, acquisition of company, selling of company, to know the financial standing of their business in present, past and future. It helps to stay competitive with others in making strategic financial decisions. Finance is the backbone of business; no business can run without finance. WHAT IS ETHICS IN FINANCE Ethics in finance...
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...NO. 6 • DEC. 2000 Hostility in Takeovers: In the Eyes of the Beholder? G. WILLIAM SCHWERT* ABSTRACT This paper examines whether hostile takeovers can be distinguished from friendly takeovers, empirically, based on accounting and stock performance data. Much has been made of this distinction in both the popular and the academic literature, where gains from hostile takeovers result from replacing incumbent managers and gains from friendly takeovers result from strategic synergies. Alternatively, hostility could ref lect strategic choices made by the bidder or the target. Empirical tests show that most deals described as hostile in the press are not distinguishable from friendly deals in economic terms, except that hostile transactions involve publicity as part of the bargaining process. THE PERCEPTION OF HOSTILITY in American takeovers has had important connotations in both the popular and the academic literature. Unwelcome bids are often perceived to threaten at least some of the stakeholders in target corporations, leading to extensive defensive reactions by the management of the target firm. In contrast, friendly takeovers are often seen to create synergies that make both the bidder and the target firm better off ~see, for example, Mørck, Shleifer, and Vishny ~1988, 1989!!. The distinction between hostile and friendly takeovers is also important if removing an inefficient target management team creates the gains from hostile takeovers. Manne ~1965! refers to this as part...
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...Investment Notes -T-Bills: Treasury bills (or T-bills) mature in one year or less. Like zero-coupon bonds, they do not pay interest prior to maturity; instead they are sold at a discount of the par value to create a positive yield to maturity. -Federal Funds: overnight borrowings between banks and other entities to maintain their bank reserves at the Federal Reserve. Banks keep reserves at Federal Reserve Banks to meet their reserve requirements and to clear financial transactions. -Eurodollars: are time deposits denominated in U.S. dollars at banks outside the U.S. and thus are not under the jurisdiction of the Federal Reserve. -The term was originally coined for U.S. dollars in European banks. -There is no connection with the euro currency or Eurozone. -FRA: a forward rate agreement (FRA) is a forward contract, an over-the-counter contract between parties that determines the rate of interest, or the currency exchange rate, to be paid or received on an obligation beginning at a future start date. -Investing in International shares: -Carry trade: is a strategy in which an investor borrows money at a low interest rate in order to invest in an asset that is likely to provide a higher return. This strategy is very common in the foreign exchange market -Counter-trade: an umbrella term used to describe many different types of transactions, each “in which the seller provides a buyer with goods or services and promises in return to purchase goods or services from the buyer” ...
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...DQ # 4 Takeover refers to a situation where a company seeks to acquire another to expand product breadth, geographic or customer base or it might want to expand and diversify into related or unrelated product markets, pursue undervalued resources, or manipulate financial indicators, including risk profiles, performance variability, and financial leverage (Pearce & Robinson, 2004).On the other hand, hostile take-over involves an outside entity, making a tender offer to shareholders of a target firm and as suggested by Pearce & Robinson (2004), it involves directly approaching the company’s shareholders ignoring the executives and the board of directors. However, there are appropriate takeover defences that can be utilised to safeguard any hostile takeover and these could be discussed below: Firstly, poison pill is a defense strategy in which the target company offers its stockholders preferred stock in the merged firm at a highly attractive rate of exchange as a mandatory consequence of a successful takeover (Pearce & Robinson, 2004).. The reason behind this is to dilute the stock such that the attacking firm loses money on its investment. Example research conducted by J.P. Morgan offers evidence that poison pills benefit target firm stockholders. Secondly, to prevent unwelcome corporate suitors from acquiring enough stock to take control of the corporation, flip-in poison pills can be used and with flip-in options...
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...With reference to your own research do you think that takeovers and mergers inevitably improve the performances of the businesses involved? Mergers and takeovers are similar corporate actions combing two previous separate firms now formed into one legal entity. A takeover revolves around gaining control of something, especially the buying out of one firm/company by another while a merger contrasts as it includes a combination of firms where there is a mutual agreement of two companies to combine and become one entity. At first glance it may be viewed that takeovers and mergers will certainly really benefit all firms and performances of business involved will improve although there are lots of considerable aspects involved in both takeovers and mergers that must be identified and may highlight that businesses will certainly benefit from takeovers and mergers. It is also important to recognise and define what is actually meant by ‘performance’ or firms. Performance or business often revolves around quantifiable terms used to assess how well a firm is achieving its objectives. Many businesses can often measure its performance in terms of obviously its revenue, market share, market capitalism (culminative value of all shares), production, demand and operating efficiency in order to get more sense of how their business is operating and whether and improvements are required but they may also measure the performance of a business in more tangible terms including its innovation, motivation...
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...(Difficulty: E = Easy, M = Medium, and T = Tough) True-False Easy: (1.2) Goal of firm Answer: b Diff: E [i]. The proper goal of the financial manager should be to maximize the firm's expected profit, since this will add the most wealth to each of the individual shareholders (owners) of the firm. a. True b. False (1.2) Goal of firm Answer: b Diff: E [ii]. If a firm has a single owner, we may say that the proper goal of a financial manager would be to maximize the firm's earnings per share. a. True b. False (1.2) Managerial incentives Answer: b Diff: E [iii]. Executive stock options are shares of stock awarded to managers on the basis of corporate performance. a. True b. False (1.2) Social welfare and finance Answer: b Diff: E [iv]. The goal of maximizing stock price is a detriment to society in that few of the actions that result in maximization of stock price also benefit society. a. True b. False (1.2) Social welfare and finance Answer: a Diff: E [v]. If a firm's managers want to maximize stock price it is in their best interests to operate efficient, low-cost plants, develop new and safe products that consumers want, and maintain good relationships with customers, suppliers, creditors, and the communities in which they operate. a. True b. False (1.3) Agency Answer: b Diff: E [vi]. An agency relationship exists when one or more persons hire another person...
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...Poison Pill Use in the Banking Industry Introduction The 1980s was an era of expansive mergers and acquisitions fueled by the popularity of corporate raids. Although this drastically changed the landscape ofmany industries, the banking industry was relatively untouched. Commercial banks were protected from hostile takeovers by federal regulations. The McFadden Act of 1927 and the Bank Holding Company Act of 1956 supported the existence of 24,495 small banksl in 1985.However, by 2003 there were 11,021 small banks and 80 banks had adopted a poison pill plans (Critchfield, Davis, Davison, Gratton,Hanc, Samolyk, 2004). The Riegle Neal Interstate Banking and Branching Efficiency Act of 1994 was the catalyst of the rapid consolidation. Prior to this act, a commercial bank could only make acquisitions across state lines if state the bank was operating in and the state of the target allowed interstate banking. Riegle Neal removed state and federal restrictions on bank mergers creating rapid consolidation in the industry. During this period of deregulation, a growing number of banks adopted poison pill plans. A poison pill plan is a defensive measure adopted by a management team to protect a company from an unwanted takeover. Functionally, this measure releases additional shares of stock, at a discount, to shareholders of record when an unwanted acquirer achieves pre-specified stake in the company. This version of...
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...Corporate Crisis and Restructuring of ArcelorMittal About ArcelorMittal ArcelorMittal is a multinational steel manufacturing corporation headquartered in Avenue,Luxembourg.It was formed in 2006 from the takeover and merger of Arcelor by Mittal Steel.ArcelorMittal is the world's largest steel producer,with an annual crude steel production of 97.2 million tones as of 2011.It is ranked 70th in the 2012 Fortune Global 500 ranking of the world's biggest corporations. ArcelorMittal was created by the takeover of Western European steel maker Arcelor by India-based multinational steel maker Mittal Steel in 2006, at a cost of €40.37 per share, approximately $33 billion total.Mittal Steel launched a hostile takeover bid which replaced a previous planned merged between Arcelor and Severstal, which had lacked sufficient shareholder approval. The resulting merged business was named ArcelorMittal and headquartered in Luxembourg.The resulting firm produced approximately 10% of the world's steel, and was by far the world's largest steel company.Total revenues in 2007 were $105 billion.In October 2008, the market capitalization of ArcelorMittal was over $30 billion. On 30 June 2010, the European Commission fined 17 steel producers a total of €518 million for running a price-fixing cartel, with ArcelorMittal being fined over €270 million.In 2012 the company had $22 billion of debt.As of 2012, due to overcapacity and reduced demand in Europe it had idled 9 of 25 blast furnaces.In October...
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...1. Why is Auhll (CEO of Circon) resisting to the takeover? How do incentives of Auhll conflict with those of other (minority) shareholders? Auhll liked challenges, he had an innovative mind and he liked to do something new and different every time. .Auhll seems to have a soft corner for lost causes, Circon was a lost cause which he had picked up to turn its performance completely. ACMI as well as Cabot fall into the same category as that of Circon Inc. Having seen success with Circon and ACMI, he had an undoubting confidence that he would turn around the performance of Cabot as he did with Circon and ACMI. His approach and belief, that he cannot be wrong had led him on a different path as that of the shareholders. The takeover bid was within the interest of the shareholders for them to enjoy heavy rewards for their holdings in the short term (the $18/share bid was at 83% premium) but Auhll strongly believed that he could obtain long term sustainable competitive advantage which will result in higher returns for shareholders in the long run. He was more concerned about the long term which would have benefited him (since he owned 11.5% share of Circon) and the insiders. Of course here he was in conflict with the minority shareholders as the minority shareholders wanted to reap short term benefits. Also, as stated in the case, he was used to being the CEO of Circon and had emotional ties with the company. He had made enough money and had a prestigious status (both financial and...
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...Chapter 3 Case Study: Mittal Acquires Arcelor in a Battle of Global Titans 1. Identify the takeover tactics employed by Mittal. Explain why each was used. Answer: Mittal attempted a friendly takeover by initiating behind the scenes negotiations with Guy Dolle, CEO of Arcelor. However, after being rebuffed publicly, Mittal employed a two-tiered cash and stock tender offer to circumvent the Arcelor board. To counter virulent opposition from both Arcelor management and local politicians, Mittal announced that it would condition the second tier of its tender offer on receiving more than one-half of the Arcelor voting stock. However, the second tier offer would be at a slightly lower price than offered in the first tier. This was done to encourage Arcelor shareholders to participate in the first tier offering. If Mittal could gain a majority of voting shares it would be able to acquire the remaining shares through a backend merger. Moreover, Mittal sued to test the legality of Arcelor’s moving its recently acquired Dofasco operations into a trust to prevent Mittal from selling the operation to help finance the takeover. Mittal also attempted to rally large shareholder support against what were portrayed as Arcelor management’s self-serving maneuvers. Finally, Mittal continued efforts to appeal to shareholders by raising its bid from its initial 22 percent premium to the then current Arcelor share price to what amounted to a 93 percent premium and agreeing to eliminate...
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