...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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...Proceedings of the 2nd International Conference on Corporate Governance Garrow A New Hypothesis on the Determinants of Acquisitions Nigel Garrow Introduction Merger and acquisition (M&A) activity is a significant factor in business in most advanced economies. According to Thomson Reuters, the value of M&A deals completed globally during the 12 months to November 2009 was US$1.8 trillion. However, the acquirers’ shareholders often lose value. Much of the literature on M&A is centred on the UK and US markets, with only a modest level of research within Australia This paper suggests a new proposition to explain why M&A activity may be value destroying for the acquirers: Success or failure for the acquiring firm’s shareholders in M&A is a function of the combined tenure, personal motivation, and recent performance of the Chairman and Chief Executive Officer (CEO) of the acquiring firm. This examination of the combined effectiveness of the Chairman and CEO is not something that appears to have been undertaken before. The paper will present the constituent hypotheses of the main proposition, followed by a literature review, a presentation of findings from a pilot study, conclusions and next steps. Four constituent hypotheses, each of which refers to the performance of the Chairman and CEO, arise out of the pilot study: Hypothesis 1. The length of time that the Chairman and CEO of the acquiring firm have been together in their respective positions at the time of the acquisition will...
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...FNCE90012 Mergers & Value Enhancing Strategies Semester 1, 2015 Lecture 1: Fundamentals Lecture 1: Fundamentals Overview of Lecture 1. Fundamentals – Takeovers, acquisitions, and mergers – Three examples – Types of mergers 2. Ownership and Control 3. Merger Statistics 4. Why Do Mergers Occur? Readings • Brealy, Myers, Allen, 2011, Principles of Corporate Finance, 10th edition, Chapter 31. 1 1. Fundamentals 2 Takeovers, Acquisitions, Mergers and Schemes • Takeover – One firm (the bidder) acquires control of another firm (the target) by purchasing the voting shares of the target from the shareholders of the target – The consideration paid by the bidder may be cash and or shares (in the bidder) – Usually conducted on a hostile basis whereby the managers of the bidder do not consult with the managers of the target firm prior to launching the bid – A full takeover involves the bidder acquiring 100% control of the target. A partial takeover involves the bidder acquiring less than 100% control. Takeovers, Acquisitions, Mergers and Schemes • Acquisitions – In general, the purchase of an asset by a firm – Includes purchases of single assets from a supplier or the purchase of the business undertaking and assets of another firm or the purchase of the voting shares of another firm Takeovers, Acquisitions, Mergers and Schemes • Merger – A negotiated deal between the managers of the bidder and the managers of the target which effectively results in...
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...MERGERS AND ACQUISITIONS LITERATURE REVIEW LUKE WALTON Table of Contents Abstract 3 Introduction 3 Background and motivation 3 Objective or aim of this literature review 4 Findings from current available literature 4 Issues from current research 5 Contribution to current literature and stakeholders 5 Section One 6 Motivation of M&A’s 6 Synergy 6 Agency theory 7 Hubris 7 Relationship between motives and financing 8 Section Two 9 Payment methods 9 Financing hierarchy vs. market conditions 9 Differing views on leverage 10 Valuation and the agency problem 10 Managerial ownership 11 Section Three 12 Performance of mergers and acquisitions 12 Performance indicators 12 Methodology 13 Profitability 13 Performance due to the motivation 14 Conclusion 15 Summary and findings 15 Areas of future research 17 Qualitative research in M&A’s 17 Decision making process for methods of payment 17 Unified methodology in determining M&A performance 17 References 19 Abstract Mergers and acquisitions have become a common practice for firms as a mean to expand and increase profitability. Existing evidence is still unable to strongly determine what factors make a successful M&A due to inconsistency in data and findings. This paper aims to provide an insight to the steps included in the M&A process by comparing existing literature and hopes to suggest key determinants of a successful M&A transaction. Evidence shows...
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...Expansion and Merger Explain why government regulation is needed, citing the major reasons for government Involvement in a market economy. It is significant for the companies and organizations to concern all legal and law regulatory authorities before mergers and acquisitions. There are comprehensive requirement that authorizes the company to intervene in any action that could lead towards merger and acquisition. This is for the benefits for all the organization in case for instances in some mishaps the government could take some legal actions against the transaction. The other thing is that there are certain laws, in case of the international mergers, the tax policies and trading policies should be practiced in order to regulate and the actions can be practiced easily. This is done in order to do the system aligned so that all the beneficiaries could follow the same standardized rules and regulations. Justify the rationale for the intervention of government in the market process in the U.S. Market processes are the most complex process in terms of mergers and acquisitions in the U.S; this is the reason why the government of U.S focus more on mergers and acquisitions of market processes. The government could also intervene in order to regulate the resources and allocate the right amount of the resources for the improvement in the economies and social welfare. The government wanted to improve and correct the failures that have been taking place all over the...
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...Section 1: In today’s dynamic and increasingly globalised business environment, structure serves as an important operational vehicle through which a firm can effectively achieve its strategic goals. Miller (1988) asserts that a firm’s structure must be aligned with both its strategy and environment in order for efficient performance to be realised. Growth options, types of ownership, business processes and information systems are all underlying foci embedded within the analysis of business structure. Child (2005) believes that at the core of structure lays a number of choices including the degree of specialisation and the nature of control mechanisms (cited in Needle 2010). A major determinant of these factors is the firm’s type of ownership or legal structure. Sole traders, traditionally associated with smaller firms, have unlimited liability and carry no legal distinction between themselves and the business. Conversely, larger corporations carry the advantage of limited liability while partnerships can have either limited or unlimited liability (Soyref 2012). The size of a business may also determine its structural class, with ‘many small firms having no apparent structure at all beyond a centralised control system’ (Needle 2010, pg. 181). Miles and Snow (1992) identifies three major types of organisational structure- functional structure, which operates through centrally coordinated specialisation; divisional structure, which diversifies operations by either product type...
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...various sources of synergy and categorize them into operating and financial synergies. We then examine how best to value synergy in any investment and how sensitive this value is to different assumptions. We also look at how this synergy value should be divided between the parties (or companies) involved in the investment. We conclude with an empirical examination of how much synergy is actually created in corporate mergers, and how much is paid. Synergy, we conclude, is so seldom delivered in acquisitions because it is incorrectly valued, inadequately planned for and much more difficult to create in practice than it is to compute on paper. 3 When Carly Fiorina argued for Hewlett-Packard’s acquisition of Compaq, she offered a number of of reasons the deal made sense. She noted that the combined company would be able to meet the demands of customers for “solutions capability on a truly global basis.” She also claimed that the firm would be able to lead with its products “from top to bottom, from low end to high end.” As her crowning argument, she claimed that the merger made sense because it would create “synergies that are compelling.” Synergy, the increase in value that is generated by combining two entities to create a new and more valuable entity, is the magic ingredient that allows acquirers to pay billions of dollars in premiums in acquisitions. It is true that investors have historically taken a jaundiced view of synergy, both in terms of its existence and its value and the...
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... Orlando, FL 32816, 'Hankamer School of Business, Baylor University, Waco, TX 76798-8004, and ^College of Business and Industry, University of Massachusetts Dartmouth, North Dartmouth, MA 02747, USA Acquisitive growth strategies continue to be popular, in spite of increasing evidence that they often do not enhance the financial performance of acquiring firms and may adversely affect innovation. However, some acquisitions are associated with both increases in financial performance and a strengthened commitment to R&D while others experience decreases in both. Multiple theories have been offered to explain acquisitions and their outcomes, but few have received strong empirical support. This paper describes a multiple rater, multiple-case study of acquisitions that had highly favourable outcomes and others that experienced highly unfavourable outcomes. All twelve of the high performing acquisitions studied were found to exhibit the dual characteristics offiriendlinessduring acquisition negotiations and resource complementarities between the two firms. Additionally, debt played an important role in the success (low to moderate debt) or lack of success (high or extraordinary debt) in 21 of the 24 acquisitions studied. Inadequate target evaluation was a factor in 11 of the 12 acquisitions with low performance. Importantly, the results of both sets of acquisitions suggested that a configuration of attributes affected post-acquisition performance. Other findings both supported and...
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...FACULTY OF ECONOMICS AND BUSINESS ADMINISTRATION MNEs, JVs, and M&As Osho Aquila Adeolu Student number: 2302887 Mergers and Acquisitions, Case Study: JP Morgan Chase &Co Oulu Business School 2013 1 Table of Contents 1 INTRODUCTION ............................................................................................................................... 2 2 HISTORY AND THE M&A PROCESS ............................................................................................. 3 2.1 History .......................................................................................................................................... 3 2.2 The M&A process ......................................................................................................................... 3 3 MOTIVES OF M&A ........................................................................................................................... 5 3.1 Challenges and human side during the merger process ................................................................ 6 3.2 Strategy used by JP Morgan Chase in solving some challenges ................................................... 7 3.3 The success factor of JP Morgan Chase Merger ........................................................................... 8 4 CONCLUSIONS................................................................................................................................ 10 References ................................
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...Introduction I. A: Rationale/Motivation Over the past two decades, cross-border or international mergers and acquisitions (IM&As) have become the favored method of foreign direct investment (FDI). The form shows that IM&As go both ways: toward developing countries and from them, reshaping the world’s economic boundaries. Trends notwithstanding, researchers suggest that, overall, the expected financial benefits of M&As are often not recognized. The highest rate of failures has been linked mainly to the fact that “M&As are still designed with business organization and financial fit as primary conditions, leaving psychological and cultural issues as secondary concerns”. While as new countries start out into the free-market economic system, paying attention to cultural factors in IM&As is becoming essential. The wider cultural gap and the current trend of IM&Asbetween developed and developing countries increases the urgency of understanding the effects of civilization on the dynamics of IM&As and on issues such as corporate organization and local adaptation strategy. The present research is designed in response to this shortcoming. It examines the effects of culture on the outcome of IM&As and the variability of these effects during the different phases of an IM&A. The research focuses on the international aspect of cultural conflicts—the differentiating factor between domestic mergers and acquisitions (M&As) and IM&As. It measures success from an organization’s internal perspective...
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...Case Study: UK Kitchenware This case study is a conflict between leadership and management. In this report I will be assessing how successful the change strategies have been. When two people acquire a large company with the intentions of improving it, it is possible, if the change isn’t managed correctly, for the change to fail and the company continues to be unsuccessful. Roger Gill says ‘change must be well managed, it also requires effective leadership to be successfully introduced and sustained’ (. Throughout the case study I will explain, using theories and evidence for support, that the change management has generally been successful. I will also point out areas where it has been less successful and areas that could, in the future, cause problems. One problem Nick and Dennis came about early on in their venture was the managing director. The case study says that the managing director was out of his depth and it was clear that the business was being managed not lead. The managing director didn’t have the expertise in order to adapt his management to the new leadership of Nick and Dennis. Peter Senge says that a successful organization needs ‘adaptive leaders’ who are ‘people that continually expand their capacity to create the results they truly desire.’ With this in mind Nick saw what needed to be done and took the role into his own hands. ‘This is unacceptable and we’ll do something about it starting today’ is what nick says and that approach proves successful...
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...Critically Analyse the impact of Change Management and M&A’s on the dynamic business environment Contemporary Issues in Management Joshua Travers Submitted for: BA (HONS) BUSINESS STUDIES BOURNEMOUTH UNIVERSITY Date of submission: 13th December 2013 Joshua Travers i7943443 Introduction The author has interpreted the dynamic business environment to be all of the factors, both internal and external, which influence the function of a business. Internal factors include items such as the company's products or services, employees, assets, and marketing. External factors include competitors, stockholders, customers, and economic conditions (Investor Words 2013). This essay will explore how the two issues addressed in the title can impact the central theme; the employee. Failure of engaging with the employee has been highlighted as a major cause to why 70% (Keller and Aiken 2008) of change and 50% (Sher 2012) of M&A efforts fail. This common pitfall suggests that both of these issues impact heavily on the employee and vice versa. The author aims to critique change management and merger literature to provide an extensive view of these issues in the business environment. Once the relevant context is set, the essay will focus towards the employee perspective of these two issues and will apply significant theory to a range of recent examples within the realm of these topics. Change Management Change management can be defined as “the process of continually renewing...
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...‘M&As: why don’t people ever learn from the mistakes of others? by William Richards Introduction Over the years, mergers and acquisitions research has identified the importance of leadership and workplace learning as critical determinants of M&A activities and outcomes. However, surprisingly little systematic attention has been paid to conceptualising or studying the impact and effect of either leadership styles or learning on the success of M&As – either in the academic or in the practitioner literature (Cartwright and Cooper, 2001) Although scholars and practitioners recognise that acquisitions frequently fail to live up to their potential (Larsson and Finkelstein, 1999), the impact of leadership on the outcomes of the acquisition process and the learning that takes place, has not been well developed or even widely recognised. A review of scholarly and practitioner focused writing on M&As suggest that while much has been written on the actual M&A process, others have only occasionally noted the critical importance of leadership and learning in the success or failure of M&As. Even in those cases where the leadership impact has been acknowledged, past work on M&As has neither examined nor proposed any details concerning what constitutes what learning that actually takes place during M&A or how it makes a difference. A review of academic and practitioner literature on M&A reveals that discussion of the primary determinants of M&A process and outcomes rarely ever...
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...Case Study – GSK’s Acquisition of Sirtris: Independence or Integration? Questions to be answered: 1. Slaoui and Andrew Witty, GSK’s CEO must sell the acquisition of Sirtris to two key constituencies: the GSK board of directors, as well as to Westphal and the senior team at Sirtris. How would you make these pitches? 2. If you are Westphal, how do you feel when you get the call from Slaoui? What terms are you most inclined to negotiate? 3. The vast majority of startups “exits” during the past decade have been through acquisitions by larger companies. What is likely to change at Sirtris after the acquisition? More generally, how do entrepreneurial companies change after they are acquired? Is there a role for an entrepreneur like Westphal in a very large company like GSK? 4. Put yourself in Slaoui’s position. How should you manage the integration of Sirtris? Then think about the same questions from the perspective of Westphal? 1. GSK and Sirtris have been negotiating a potential acquisition for several years, so when the actual decision was made, Slaoui and Witty had to pitch the news to their own people at GSK as well as to Sirtris’ senior team and CEO Mr. Westphal. The process of bringing the news to the respective constituencies should include a couple of universally applicable standards and/or rules that managers should bring to the table when announcing an acquisition that is believed to have a major impact on the operations and culture of both companies...
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...Mergers and acquisitions 1 Mergers and acquisitions The phrase mergers and acquisitions (abbreviated M&A) refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing company in a given industry grow rapidly without having to create another business entity. In the most simplest way, Merger can be defined as how a "Marriage" is whereas an Acquisition is referred to as an "Adoption" of a child Acquisition An acquisition, also known as a takeover or a buyout, is the buying of one company (the ‘target’) by another. Consolidation is when two companies combine together to form a new company altogether. An acquisition may be private or public, depending on whether the acquiree or merging company is or isn't listed in public markets. An acquisition may be friendly or hostile. Whether a purchase is perceived as a friendly or hostile depends on how it is communicated to and received by the target company's board of directors, employees and shareholders. It is quite normal though for M&A deal communications to take place in a so called 'confidentiality bubble' whereby information flows are restricted due to confidentiality agreements (Harwood, 2005). In the case of a friendly transaction, the companies cooperate in negotiations; in the case of a hostile deal, the takeover target is unwilling to be bought or the target's board has no prior knowledge of...
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