I have lived through nineteen mergers and acquisitions and without moving companies, have signed eight employment contracts, all following M&As. Only two of the eight companies still trade, the others went bankrupt or shut down. My roles have been in engineering, sales, middle management and more recently a contributor at meetings where M&As were discussed and advisors attended. Despite professional advice, these M&As rarely turned out as planned including the envisaged growth and improvements. Often matters got worse, even for top executives. Yet, in both the literature and the way that people talk, businesses and individuals are portrayed as separate entities, M&As are aimed at changing only the businesses and are routinely associated with growth and improvements. My experience of M&As includes confusion about power and powerlessness, a sense of loss of valued relationships, identity issues and idealization of merged businesses. Using a narrative methodology and taking my experience seriously (Stacey and Griffin, 2005), I explore change and continuity through M&As and the experiencing of organizational upheavals. I also explore change in the idea of M&As and how we think of them. Drawing on complex responsive processes theory, I argue that we can enhance our understanding of change and continuity through M&As by exploring our experience of local interaction. Combined organizations as patterns of local interactions between people where these patterns emerge and evolve in the interplay of intentions, plans, actions and choices of all involved includes those between members of the merged organizations and between them and advisors, mediators, shareholders, competitors, customers, regulators and the media. To say that combined businesses emerge in this interplay is to understand change and continuity in terms of these evolving patterns of local interaction. These patterns include interpretations and conversations reflecting our ideologies, power relations, identities, idealizations and expectations about M&As. My expectations and reflections were influenced by and influence the discourse about M&As which I argue as social object evolves through our complex responsive processes of relating. Idealization of merged businesses, professional advice, the mainstream view of M&As as growth and improvement which amounts to ‘putting thought before action’ (Griffin, 2002: 25), all emerge and evolve through local interaction validating reflexive exploration of experience to enhance our understanding of change and continuity through M&As.

In order to compete with the global giants, enterprises are concentrating on their core competencies and collaborating with organizations that compliment their skills and core activities. The current trend is to develop temporary alliances of independent enterprises, in which companies can come together to share skills, core competencies and resources. However, knowledge sharing and communication among multidiscipline companies is a complex and challenging problem. In a collaborative environment, the meaning of knowledge is drastically affected by the context in which it is viewed and interpreted; thus necessitating the treatment of structure as well as semantics of the data stored in enterprise repositories. Keeping the present market and technological scenario in mind, this research aims to propose tools and techniques that can enable companies to assimilate distributed information resources and achieve their business goals.

Mergers and acquisitions play an important role in international financial markets, which explains why this research area attracts of lot of attention from academics, bankers, and investors. Generally, in takeovers, two firms merge in order to achieve specific strategic and business objectives. The ultimate goal is often, but not always, the creation of shareholder value. In many cases, the creation of shareholder value is not the primary objective of the managers, however, which is one of the reasons why takeovers have been associated with the destruction of value in several existing studies. Instead, many M&A decisions are a function of managerial behaviour. In this thesis, I investigate the drivers of M&A activity, and consider both purely rational (neo-classical) and behavioural reasons as managers’ motivations for getting involved in M&A transactions. The thesis’s main body consists of three empirical studies that investigate how M&A activity is driven by macro-economic forces, managerial behaviour and board networks. Chapter 3 investigates whether merger waves are driven by macro-economic determinants and financial markets; Chapter 4 tests whether envy among CEOs has any explanatory power over the appearance of merger waves; Chapter 5 looks at whether board networks affect the relative merits of acquisitions and the probability of acquiring firms in “linked” industries. More specifically, Chapter 3 tests the extent to which US and UK merger waves are driven by macro-economic and financial market factors. Besides the analysis of domestic M&A activity, I also study the drivers of cross-border acquisitions between the UK and the US. I disentangle M&A activities according to how they are financed, and test whether managers follow market timing strategies when engaging in M&A transactions. I find evidence that domestic takeovers in the US and in the UK are highly correlated with the credit cycle and moderately correlated with the business cycle. I also test wave patterns in US and UK merger waves, and find that the merger waves in the two countries are significantly related to each other. Chapter 4 considers the view that irrational managerial behaviour could trigger UK merger waves. In particular, I assume that CEOs assess their own situation relative to those of their peers. If a CEO earns less than his peers, he becomes envious. Since it is established in the literature that firm size and executive compensation are positively correlated, CEOs have an incentive to engage in size-increasing mergers in order to decrease any compensation differential. Cross-sectional envy should therefore be considered as a potential explanation for merger waves. In an interdisciplinary approach, I develop a new measure for envy that is based on theories borrowed from the sociology area. My results from comprehensive tests with this new measure show that envy is unlikely to be an explanation for UK merger waves. Chapter 5 uses social networking theory to examine possible benefits for the acquirer from being well-connected. I assume that strong board networks are associated with better and faster access to information. Building on this rationale, I hypothesize that well-connected acquirers make better acquisitions due to reduced information asymmetries between them and the target. This chapter examines whether board interlocks between the acquirer and the target, existing prior to the acquisition, are associated with superior cumulative abnormal returns for the acquirer. Using centrality measures from social networking theory, I test whether firms that are well-connected make better acquisitions, as measured by the announcement returns of the acquirer. I find acquirer-target board interlocks to be significantly and positively associated with the acquirer’s cumulative abnormal returns. Centrality measures, however, turn out not to have any significant impact on the acquirer’s stock price reaction. Lastly, I show that acquirers are significantly more likely to acquire firms from industries with which they are “linked” via board members that have multiple directorships.

Mergers and acquisitions have been demonstrated to create synergies, but not in all cases. Current research reveals that where synergies exist, these seem to accrue to the shareholders of the selling companies. Given the limitations of our qualitative research design, we find that it is important to quantify synergy before the acquisition, preferably by applying certain best practices. In an attempt to enhance understanding of the phenomenon, we find that several types of synergy exist and that their origins include efficiencies, such as economies of scale and economies in innovative activity. We further find that the bid price is an important indicator of success and that its maximum should not exceed the intrinsic value of the target, plus the value of synergies between the bidder and target. We further find that best practices exist in quantifying cost and revenue synergies and describe these separately per origin. / Management Accounting / M.Com. (Accounting)

Mergers and acquisitions have been demonstrated to create synergies, but not in all cases. Current research reveals that where synergies exist, these seem to accrue to the shareholders of the selling companies. Given the limitations of our qualitative research design, we find that it is important to quantify synergy before the acquisition, preferably by applying certain best practices. In an attempt to enhance understanding of the phenomenon, we find that several types of synergy exist and that their origins include efficiencies, such as economies of scale and economies in innovative activity. We further find that the bid price is an important indicator of success and that its maximum should not exceed the intrinsic value of the target, plus the value of synergies between the bidder and target. We further find that best practices exist in quantifying cost and revenue synergies and describe these separately per origin. / Management Accounting / M.Com. (Accounting)

The objective of the thesis is to advance the concept of learning by explicating the mechanisms contributing to knowledge accumulation and its transfer to new situations. On the basis of 44 case studies, the framework is refined to accurately capture the unique features and outcomes of experiential knowledge in acquisitions. Feedback from the performance of prior acquisitions was found to enrich representations of action-outcome linkages and modify procedures in search and valuation. Inferential transfer though depended on similar kinds of features emerging in subsequent decisions. Outcomes therefore reflected the integration of feedback processes and similarity judgments. From the case studies, a set of hypotheses was developed and their plausibility tested, using another data set on the acquisitions of 687 managers. The research finds that the performance of prior decisions and the similarity to prior experiences materially impact behaviour. Poor performance in prior, similar acquisitions led to a reduction in subsequent risk behaviour, illustrated by the extent of risk management and by the lessening of commitment to specific transactions. The impact of performance feedback was also extant in the similarity of choice to prior experiences. The results illustrate that although feedback shapes perceptions of likelihood and expected value, similarity judgments moderate the impact of prior performance on behaviour. Given the impact on acquisition behaviour, the research also illustrates that prior experiences do not necessarily increase performance. Adaptation from prior failures was not unambiguously linked to positive returns, suggesting limitations from feedback mechanisms. Rather, the extent and similarity of acquisition experience led to a reduction in the variability of performance. By providing a framework for selecting planning procedures, greater experience tended to reduce surprises post-acquisition.

Cette thèse se compose de trois essais empiriques qui étudient l'impact de la responsabilité sociale des entreprises (RSE) dans les opérations de fusions et acquisitions (F&A). Le premier chapitre traite de la relation entre la performance RSE des firmes et leur propension à faire l'objet d'offres de rachats. Nous constatons que la performance RSE des firmes est positivement liée à la probabilité qu'elles ont d'être ciblées dans le cadre d'opérations de F&A, et que la performance RSE des firmes ciblées est supérieure en moyenne à celle d'entreprises similaires mais non-ciblées. Dans le deuxième essai, nous nous intéressons à la relation entre la performance RSE des firmes ciblées dans le cadre d'opérations de F&A et la prime d’acquisition offerte par les acquéreurs. Nous constatons que la performance RSE des firmes ciblées est positivement liée à la prime d'acquisition offerte. Nous constatons que la prime d'acquisition est en partie expliquée par la performance environnementale et la performance sociale, mais que la performance sociale n’a d’impact que dans le cadre des opérations transfrontalières. Enfin, dans le troisième essai, nous analysons l'impact de la performance RSE des acquéreurs sur l'incertitude entourant les opérations de F&A. Nous trouvons une relation négative entre la performance RSE des acquéreurs et le spread d'arbitrage, suggérant que les opérations de F&A menées par des acquéreurs à forte performance RSE sont perçues comme ayant une probabilité accrue de réussite. Globalement, nos résultats suggèrent que la performance RSE détermine de manière statistiquement significative les décisions de F&A et leurs perceptions par les acteurs de marché. / This thesis consists of three empirical essays investigating the impact of corporate social responsibility (CSR) on mergers and acquisitions (M&A). In the first essay, we investigate whether the CSR performance of firms impacts their propensity to become M&A targets. We find that the CSR performance of firms is positively related to takeover likelihood. We also show that the CSR performance of target firms is higher on average than the CSR performance of comparable non-target firms. In the second essay, we study the relationship between M&A targets’ CSR performance and the acquisition premium offered by acquirers. We show that CSR is positively and significantly associated with the premium offered by acquirers. We also find that the premium is explained by the environmental and social performances of firms but that social performance only commands a premium in the case of cross-border transactions. Finally, in the third essay, we analyze the impact of acquirers' CSR performance on M&A deal uncertainty. We document a negative association between arbitrage spreads and acquirers' CSR performance, showing that deal uncertainty decreases when M&A operations are initiated by high-CSR acquirers. Overall, our results suggest that CSR performance is a significant determinant of M&A decisions and expected outcomes.