The purpose of this study is to investigate the occurrence of pre-merger accrual and real-based earnings management in UK mergers and acquisitions and to examine the effect of these practices on the firm's share performance around the announcement date of the bid. The sample consists of 225 UK public acquirers engaged successfully in merger and acquisition activities between 1990 and 2009. The findings of this study are consistent with those of Erickson and Wang (1999), Louis (2004), and Botsari and Meeks (2008) in providing significant evidence of upward pre-merger accrual-based earnings management by stock-financed acquirers. This study extends its analysis by comparing the magnitude of pre-merger accrual-based earnings management in pre- and post-Higgs periods. The results reveal that stock-financed acquirers in the post-Higgs period show a lower magnitude of pre-merger accrual-based earnings management than that in the pre-Higgs period. The study also examines real manipulation and I find that cash bidders engage in pre-merger real earnings manipulation through lower discretionary expenses, possibly to enhance cash availability for the bid. The results indicate that this is more prevalent in the post-Higgs era. The findings in this study confirm that the recommendations set out in Higgs Report play a crucial role in mitigating accrual-based earnings management activities for UK stock-financed bidders. However, no such evidence is found for real account manipulation. In examining the impact of both accrual and real manipulation on the share performance around the merger announcement date, I find that there is significant positive impact of the pre-merger accrual-based earnings management on the share's performance for UK stock-financed acquiring firms, but not for cash-financed ones. This positive relation is statistically significant for stock-financed acquirers before the Higgs Report period while it is insignificant in the post-Higgs era. I also find that, among the three real earnings management measures (abnormal cash flows from operations, abnormal production costs, and abnormal discretionary expenses), there is a significant positive relation between pre-merger abnormal discretionary expenses and share performance for stock acquirers only. On the contrary, the reduction in discretionary expenses level is associated with an increase in the share value for cash-financing acquirers. Overall, the evidence in this study shows that the effects of real earnings management on the market performance of stock acquirers around the announcement date of the bid are significantly less than the effects of accrual earnings management.

Indisponible / Not available

L’originalité de cette thèse est dans la réponse apportée à une question réflexive, critique et latente dans le champ des théories du changement en management : existerait-il une théorie de changement organisationnel et stratégique nous permettant de comprendre la réalité de ce phénomène de manière multidimensionnelle, non ‘scientiste’ et sans empreinte managérialiste ? Pour répondre à cette question nous commençons par mener une réflexion épistémologique sur le type de connaissances que nous produisons dans les sciences de gestion en proposant quatre idéaux-types. Ensuite, nous menons une analyse critique de la littérature en classant les principaux travaux existant dans les trois premiers idéaux-types (scolastique, pratique et critique) et arrivons à la conclusion qu’il n’existe pas de théories réflexives (dans le sens bourdieusien) du changement organisationnel et stratégique qui nous permettent d’avoir une compréhension moins biaisée de la réalité de ce phénomène. De multiples causes induisent l’anémie des théories actuelles à fournir une lecture satisfaisante du changement qui puisse aller au-delà de la surface (managérialiste), de la guerre des chapelles académiques (épistémocentrisme, déconnexion par rapport à la réalité et erreur scolastique) et croyances naturalisées (idéologies dominantes comme dominées). L’ensemble de ces ‘causes’ produisent plutôt le ‘non-changement’ (la réification) en générant des théories et pratiques inadéquates qui ne permettent pas de comprendre et/ou de catalyser le changement. Pire, elles contribuent à une production de connaissance fallacieuse basée sur de nombreux biais que nous analysons. En effet, malgré la masse impressionnante de recherches sur le changement et de pratiques du changement, la très grande majorité des projets de changement connaissent des échecs patents ou partiels.A partir de ce travail de revue critique et de ce constat, nous tentons d’explorer des alternatives à cette situation inféconde pour la recherche comme pour la pratique du changement. Une alternative possible pour avancer notre compréhension de ce phénomène est de changer radicalement la façon dont nous l’explorons, donc à innover heuristiquement. Nous adoptons donc une démarche multiniveaux (ontologique, épistémologique, méthodologique et théorique) basée sur une approche relationnelle radicale. Cette dernière nous permet de voir le phénomène du changement comme le produit de multiples réalités et de leurs relations. Analytiquement parlant, pour proposer une théorie relationnelle du changement, nous avons mené une étude de cas unique, longitudinale incluant des entretiens, des données secondaires et de l’observation directe (ethnographie). Cette recherche est basée sur une architecture abductive. Cette approche nous a permis, sans l’adoption de cadres théoriques a priori, de mettre en exergue que le changement est principalement dépendant de quatre dimensions (l’histoire, les dispositions, le champ et le quotidien). Pour donner du sens aux résultats empiriques, nous sommes retournés à la théorie en explorant trois de ces dimensions – l’histoire étant intrinsèquement présente dans ces dernières– pour proposer une lecture originale du changement. Nous sommes arrivés à la conclusion que la réussite du changement dépend essentiellement de l’attention portée à son initialisation par le biais des supports sociaux qui matérialisent le (non-)changement. Cette thèse contribue donc de manière singulière aux quatre des cinq dimensions les plus importantes d’un travail de recherche : ontologique, épistémologique, méthodologique et théorique en se basant sur une heuristique innovante / The uniqueness of this PhD dissertation is in providing an answer to a reflexive and critical question in the field of change theories in management studies. Is there any organizational and strategic change theory, allowing us to understand its reality in a multidimensional manner and without any scientist, managerial (and more generally ideological) and/or predefined theoretical lenses?For answering this question we have started to think with an epistemological eye on the type of knowledge produced in organization science, by proposing four ideal types of knowledge production. Thus, we have done a critical literature review by classifying the main existing works within the first three ideal-types (namely scholastic, practical, and critical). We have concluded that there exist barely reflexive theories (in the bourdieusien sense) of organizational and strategic change. Multiple causes could generate the current theoretical anemia, which result is a failure to provide a satisfactory reading and understanding of change phenomena. The main causes are the managerialist lenses, streams war in academia which consequence is epistemocentrism and scholastic fallacy, and thus, a disconnection with the field reality, and finally different types of ideology. All these causes are producing either a state of non-change by generating inadequate theories and practices which do not permit to understand and/or catalyze organizational and strategic change. Worst, they contribute to a fallacious knowledge production which could reify the social reality instead of changing it. Indeed, despite the enormous mass of research and practical frameworks on organizational and strategic change, we are still facing total or partial failure in the quasi-totality of organizational and strategic change projects. Then, we try from our critical literature review and our epistemological reflection to explore alternatives to this unfertile situation of the field. One of the alternatives is advancing our change understanding by, precisely, changing radically our vision of what organizational and strategic change could be, and so by innovating heuristically. Consequently, we have adopted a multilevel approach (ontological, epistemological, methodological and theoretical) based on a radical relational approach on reality. This approach has allowed us to consider that the reality is not a substance, and therefore, for understating a phenomenon (here “changing”), we have to consider that it is the result of multiple realities and their relations. Analytically speaking, for proposing a relational theory of change, we have conducted a unique case study, longitudinal, including interviews, secondary data and direct observation (ethnography). This approach has allowed us, without the adoption of predefined theoretical frames, to show that the organizational and strategic change process is hinging on four dimensions mainly (history, dispositions, field and the everyday life), beside the facts that all these dimensions are social supports of change and for having a chance to be successful in the change process is better to initiate it by considering them seriously. Then in the final part of our dissertation we have theorized the three last dimensions by returning to the appropriate literature (historical dimension intrinsically exists within the three other dimensions).This dissertation makes, therefore, four main contributions to the understating and study of change by proposing a new way of considering its reality (ontological), the production of knowledge and its purpose (epistemological), a new approach to study it (methodology) and a new theory of change (theoretical) and strategic change

The thesis is composed of three essays on mergers and acquisitions: deal initiation and insider trading. Specifically, it tries to figure out the reasons and managers’ motivation concerning M&A deal initiation as well as analyze insiders’ trades in target and acquiring firms both before and after the takeover public announcement date. Chapter 2 shows that target versus bidder initiated deals differ in two main respects. First, target initiated deals have higher insider and CEO ownership that motivates the management to engage in the sale. Second, target initiated firms are more levered and seem to have higher growth options. This suggests that an important motivation behind the board’s decision to initiate a sale of their firm is to preserve growth options in a situation with potential financial distress. A complementary analysis shows larger differences between deal versus non-deal firms that remain publicly listed. In Chapter 3, we find that target insiders stop selling during 6 months immediately before the public announcement but do not stop selling in the early pre-announcement period. Moreover, we show that target insiders are stronger net buyers before the public announcement in informal sales, cash and financial deals. Furthermore, target insiders in stock deals do not stop selling even immediately before the public announcement, which supports the bidder overvaluation hypothesis. In addition, we find that target insiders change their trading patterns after the deal public announcement. Insiders are stronger net buyers in target initiated deals, formal auctions and cash deals. Chapter 4 shows that, overall, acquirer insiders decrease their purchases and sales to same extent during the 2 months immediately before the public announcement. Concerning deal characteristics, we show that acquirer insiders are stronger net buyers both before and after the announcement date in stock deals relatively to cash deals and in informal sales relatively to formal auctions. The two factors reinforcing each other. For informal sales, acquirer insiders are stronger net buyers in stock deals before the public announcement but change to cash deals after the public announcement.

Occupational regulation is a well established, yet largely under researched, labour market institution in the UK. This thesis investigates the prevalence and impact of licensing, certification, accreditation and registration. The results indicate that occupational regulation is present across a large portion of occupations and that it can have a significant impact on wages, skills and quality.

Though International Joint Ventures (IJVs) are widespread, their high failure rate, attributed to the difficulty of managing them, has increased interest in their management. IJV research has seen knowledge sharing and learning between partners to be essential for success, and has noted that this is easier when the international partners are culturally aligned with one another. The process of integrating knowledge across national boundaries and between people from dissimilar cultures is a challenge, because it requires the firms to be embedded into the local market. IJVs need to ensure appropriate approaches for acquiring the knowledge and learning they require. The purpose of this thesis is to examine the knowledge sharing and learning processes that IJV managers undertake, focusing on the “micro-level” of IJV manager action and interaction. It explores how managers of the partners and of IJVs overcome barriers to knowledge sharing. This research combines internationalisation process, knowledge sharing and organisational learning research to develop an overarching theoretical framework for IJV learning that positions the IJV managers’ roles within the learning process within IJVs. It then examines theoretical ideas concerning the ‘microfoundations’ of learning to consider the structural arrangements, the individual capabilities and the organisational processes of the IJV that might help IJV managers to learn from their partners, to develop capacity within their IJV, and to help the internationalisation of their partners. This study explores knowledge sharing and learning within the highly successful Samsung-Tesco Homeplus retail IJV formed in 1999 in South Korea as part of Tesco’s internationalisation process. The retail context is appropriate to study the concepts of IJV learning, because retail businesses need to be highly embedded in their market through strong ties with their local customer base, which increases the need for internationalising retail firms to gain knowledge and learning from local IJV partners. The case partner firms, having complementary resource bases but facing barriers of dissimilarity (Korean electronics manufacturer and UK retail firm), yielded a rich context for examining how these were overcome to achieve learning. Data from semi-structured interviews with top and middle level managers and industry experts were triangulated with multiple sources of secondary data. A microanalysis approach for data analysis enabled analytical abstraction to theory. The study draws three broad findings regarding the overarching theoretical framework for IJV learning. First, IJV partners can themselves develop strategies that help knowledge sharing that will enhance the prospects for IJV success. The IJV partner’s prior capabilities are critical for building and sustaining their IJV relationship prior to and during the IJV. These capabilities facilitate cross-fertilization, integration, and combination of new knowledge and learning between the partner’s prior bodies of knowledge, helping knowledge application to be focused on the IJV’s needs. This, in turn, helps an absorptive capacity building process to be generated within the IJV itself.

Using a large sample of about 1,900 M&A deals from 1993 to 2005, and data on more than 3,100 CEOs, I explore merger and acquisition activities from a psychological perspective, and provide another explanation for M&A motives and associated firm stock performance. Specifically, I empirically test if highly narcissistic CEOs are more likely to conduct mergers or acquisitions than lowly narcissistic CEOs. I also examine the impact of high level of CEO narcissism on the market reaction to firm M&A announcements, and also long run post-M&A stock returns. In addition, I empirically investigate the impact of the parallel CEO narcissistic tendency of target firm on acquiring firm M&A performance. Three proxies for CEO narcissism are used in this study: Holder67, a CEO option exercise-based measure, CEO media portrayal, and a third new measure based on the formal content analysis of actual CEO speech. I find empirical evidence that CEOs with high level of narcissism are more likely to conduct mergers and acquisitions than other CEOs. My results also suggest that a high level of acquiring firm CEO narcissism has a significantly negative impact on acquiring firm short run M&A performance. Post-acquisition, I find that deals conducted by highly narcissistic CEOs significantly underperform those by lowly narcissistic CEOs. Moreover, my results show that a high level of target firm CEO narcissism similarly negatively affects acquiring firm short run M&A performance. In an additional analysis, I find that the positive link between CEO narcissism and the likelihood of a CEO conducting an M&A deal is stronger and the impact of CEO narcissism on firm M&A performance is more negative in large firms than that in smaller firms. My results also show that the negative impact of CEO narcissism on firm short run M&A performance is strongest when both acquiring firm and target firm CEO narcissism coexist concurrently. However, I find that the level of CEO narcissism is negatively associated with the quality of corporate governance, and the positive link between CEO narcissism and the likelihood of a CEO conducting an M&A deal is weaker in firms with good corporate governance than that in firms with poorer corporate governance, which may suggest that effective corporate governance mechanisms might play positive roles in curbing CEO narcissistic tendencies and in helping to ameliorate, to some extent, the adverse impact of high level of CEO narcissism on firm M&A decision making.

The aim of this PhD project is to develop a fuzzy knowledge-based approach in support of risk analysis in the Customs domain. Focusing upon risk management and risk analysis in the Customs domain, this thesis explores the relationship of risk with uncertainty, fuzziness, vagueness, and imprecise knowledge and it analyses state of the art detection techniques for fraud and risk. Special focus is given to fuzzy logic, ontological engineering, and semantic modelling considering aspects such as the importance of human knowledge and semantic knowledge in the context of risk analysis for the Customs domain. An approach is presented combining the fuzzy modelling and reasoning with semantic modelling and ontologies. Fuzzy modelling and reasoning is explored in the context of risk analysis and detection in order to examine approximate human reasoning based on human knowledge. Ontologies and semantic modelling are explored as an approach to represent domain knowledge and concepts. The purpose is to enable easier communication and understanding as well as interoperability. Risk management is broader, multi-dimensional process involving a number of task, activities, and practises. The presented approach is focused on examining the analysis and detection of the risk, based on the outputs of the risk management process with the use of ontologies and fuzzy rule-based reasoning. An ontological architecture is developed in the context of the presented approach. It is considered that such architecture is possible to enable modularity, maintainability, re-usability, and extensibility and can also be extended or integrated with other ontologies. In addition, examples are discussed to illustrate representation of concepts at various levels (generic or specific) and the modelling of various semantics. Furthermore, fuzzy modelling and reasoning are investigated. This investigation consists of literature research and the use of a generic research prototype (examination of Mamdani and Sugeno model types). From theoretical research, fuzzy logic enables the expression of human knowledge with linguistic terms and it could simulate human reasoning in the context of risk analysis and detection. In addition, Hierarchical Fuzzy Systems (HFS) or Hybrid Hierarchical Fuzzy Controllers (HHFC) approaches can be used to manage complexity especially for complex domains. Linguistic fuzzy modelling (LFM) is an aspect that should be considered during fuzzy modelling. From the generic research prototype, fuzzy modelling with the use of ontologies is demonstrated together with their integration in the context of fuzzy rule-based reasoning. It is also considered that Mamdani type of fuzzy models is easier to express human knowledge since the output can be expressed with linguistic terms. However, Sugeno type of fuzzy model could be used from adaptive techniques for optimisation purposes.

This thesis investigates the operating performance of companies following secondary management buyouts (SMBOs) and the factors which determine that performance. First, we find strong evidence that SMBOs underperform in the long run in terms of profitability, productivity, employment growth, and sales growth. This underperformance can be explained by the high level of leverage used in the buyout model. Nevertheless, our results suggest that managerial ownership does not affect post-SMBO operating performance. Moreover, further analysis of the determinants of the post-SMBO performance from the perspective of the board of directors reveals that having more private equity (PE)-related directors on the board and appointing skilled inside directors will both significantly improve post-SMBO operating performance, especially growth ratios. Replacing the top managers and having independent outside directors has little influence on the performance. Finally, we demonstrate that selling pressure is associated with better profitability, indicating that PE funds under selling pressure tend to exit good companies. Meanwhile there is little evidence to show that PE funds under buying pressure tend to invest in bad companies. Likewise, there is little evidence to support that previous industry experience, number of investments per executive, and buyout/acquisition stage specialization of buying PE firms enhance post-SMBO operating performance.

This thesis mainly focuses on three essays on cross-border M&As. A sample of Chinese outward mergers and acquisitions (M&As) between 1997 and 2011 involving Chinese listed firms as the acquirers is analysed in the first essay to highlight the relationship between political connections, financial constraints, and stock returns. On average, Chinese firms, especially private firms, are more likely to face financial constraints. However, the political connections can release these kinds of financial constraints. Less financially constrained firms have higher stock returns when there is an announcement of outward M&As. The second essay investigates whether foreign acquisitions can mitigate financial constraints, improve Chinese target firms’ research and development (R&D), and productivity, based on a sample of 914 inward M&As deals over the period of 1994-2011. Empirical results show that foreign acquisitions in China are associated with a reduction in target firms’ financial constraints, which is pronounced for non-state owned enterprises. I also provide evidence that foreign acquisitions can improve target firms’ R&D investment and productivity post acquisition. The third essay investigates the impact of strategic assets with firm heterogeneity on location-takeover choices by Chinese multinational enterprises by employing a dataset of 978 outward M&A cases over the time period 2000-2014. There is positive correlation between strategic assets and location-takeover choices. Technology is the most important factor in comparison to brands and management practices. Firms with a higher degree of R&D expense are sensitive to host country’s strategic assets. Government-involved firms care more about ‘hard’ technology (e.g. advanced innovation of product, plant, or equipment) than ‘soft’ technology (e.g. management quality).