In this doctoral dissertation is solved the relation between success in a field of mergers and acquisitions activities with connecting to existence of "agency costs" in stated companies. A domain of mergers and acquisitions is a very complex and dynamic section that includes not only economic relations connected with joinnig enterprises, but also accountancy and law environment, where mergers and acquisitions are realized.

In this paper, I examine the effects of debt structure on conservatism. The analysis is conducted in two steps. First, I examine the direction of causality between capital structure and conditional conservatism by using a unique sample of zero leverage firms that transition to non-zero leverage. Also I investigate whether off-balance-sheet leverage incrementally explains conditional conservatism. Second, I study whether the various characteristics of debt also affect conditional conservatism. Specifically, the characteristics I investigate include: (1) whether the debt is public or private, (2) maturity, (3) convertibility, (4) seniority, and (5) securitization. Since these different characteristics of debt affect agency costs to varying degrees, I predict that differences in the type of debt will lead to cross-sectional differences in conditional conservatism. I find that entering the debt market is an important factor driving demand for conditional conservatism, and that off-balance-sheet leverage incrementally increases conditional conservatism relative to on-balance-sheet leverage. Consistent with my predictions, I find that firms with greater levels of public debt, short-term debt, subordinate debt, and unsecured debt provide more timely loss recognition. After controlling for the likelihood of conversion, I also find firms with a greater level of convertible debt provide less timely loss recognition. Overall my results indicate that accounting conservatism not only varies with the presence of debt, but also with the contractual features of debt.

Corporations are subject to agency problems resulting from the separation of ownership and control. When the managers and shareholders¡¦ interests are not consistent, managers will not care whether capital structure is stable, and furthermore will not mind if the project would improve firm value or not. The only thing managers concern about is to maximize their own benefit. Previous work only discusses the relation between firm value and capital structure, or the connection between agency problems and firm value. However, capital structure, agency problems and firm value are multi-connected. When managers adjust firm¡¦s capital structure, firm value changes and agency costs decreases. This research examines the relation among firm value, capital structure, and agency problems of Taiwan listed companies from 1991 to 2003, excluding banks, securities, and insurance company. We address the potentially endogenous relation among these variables by estimating a three-stage least squares regression model. The empirical results show that the higher the debt ratio, the lower the firm value, and the higher the agency costs, the lower the firm value. Nevertheless, raising debt can mitigate the effect of agency problems on firm value. The higher firm value implies the better asset utilization. However, after firms¡¦ gaining profit, managers might abuse discretionary expenses, such as luxurious office, cars, and upper salaries leading to serious agency costs. In the industry aspect, debt ratio of electronic industry hurts firm value. But in the non-electronic industry, debt can mitigate the effect of agency problems, especially for firms with low tangible asset ratio, because many companies in Taiwan are facing underinvestment. Raising debt will force firms to select the best portfolio and then increase the firm value.

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Tax aggressiveness generates significant cash savings and information asymmetry. Combining these two consequences of tax aggressiveness, I suggest that tax aggressiveness is associated with higher agency costs of free cash flows that affect investment decisions. Using the conditional investment efficiency model, I find evidence that tax aggressiveness is associated with more investments in firms with high access to investable funds, thus suggesting tax aggressiveness is associated with overinvestment. I also provide evidence that stronger tax monitoring and a change in tax disclosures mitigate the relation between tax aggressiveness and overinvestment. Lastly, I find that the overinvestment is associated with lower future abnormal returns. Thus, my results suggest that poor managerial investment decision making is an unintended consequence to tax aggressiveness. Additionally, I further the need for shareholders and board of directors to exert influence to avoid compensating managers for aggressive tax strategies.

Equity agency costs are important to the firm and the management of these costs is a critical element of corporate governance, yet empirical research that focuses on the magnitude and impact of agency costs is limited. This thesis sets out to furnish empirical evidence in the area of corporate ownership with a particular focus on the magnitude of equity agency costs as well as the relation that exists between the largest shareholder in a firm and equity agency costs and between the largest shareholder and the dividend policy that a firm adopts. This thesis provides an empirical analysis of the effect of corporate ownership, together with other governance mechanisms on equity agency conflicts for the largest 500 Australian listed firms. The results from this analysis provide strong support for the view that equity agency costs are related to corporate ownership. Specifically, there is evidence of a significant non-linear relation between inside ownership and the proxies for agency costs. Further, the results demonstrate that other governance mechanisms, particularly board size, board leadership and short-term debt financing, are effective in improving the use of firm assets, yet they do not seem to restrain firm management from incurring excessive discretionary operating expenses. This thesis also extends the investigation of the corporate ownership-equity agency cost relation by focusing on the largest shareholder for 9,165 listed firms drawn from 43 countries around the world. The results suggest that cross-sectional variation in equity agency costs can be partly attributable to corporate ownership. Specifically, there is evidence of a statistically significant non-linear relation between the shareholding of the largest shareholder and the agency cost proxies. The type of the largest shareholder, i.e. whether the largest shareholder is an insider or a financial institution, is also important in analysis of this relation. Further, debt financing, dividend policy and legal origin vary in their impact on the agency cost proxies. This thesis also investigates the interaction between the largest shareholder and dividend policy for 8,279 listed firms drawn from 37 countries around the world. Consistent with previous studies, the results suggest that firms are more likely to pay dividends when profitability is high, debt is low, investment opportunities are limited, or when the largest shareholder is not an insider. It is also apparent that largest shareholding and dividend payout are related and that, consistent with the extant literature, legal system does matter in dividend policy decisions. Together, the results imply that equity agency costs vary with corporate ownership though this relation remains, of course, the subject of continuing investigation in finance. A major contribution of this thesis is demonstrating that corporate ownership, particularly the largest shareholder, plays a pivotal role in controlling agency costs. Accordingly, this suggests the following policy implication: by improving the legal environment and regulatory constraints imposed on large shareholders as well as legal protection for minority shareholders, the efficiency gains generated from large shareholder control can be translated into higher firm valuation to the benefit of all shareholders in the firm.

WHAT DRIVES FIRMS TO DIVERSITY? By RONG GUO Committee Chair: Dr. Omesh Kini Major Department: Finance This paper examines whether corporate governance structures, serving as proxies for agency costs, can explain firms’ decision to diversify. Specifically, it has been hypothesized that firms with worse corporate governance structures are more likely to diversify. The extant literature usually compares the governance characteristics of multi-segment firms to those of single segment firms to address this issue. However, different governance characteristics may simply reflect differences in firm characteristics of diversified firms and focused firms. Furthermore, industry factors may affect both the propensity of firms to diversify and their governance characteristics. To separate out the agency costs explanation of firms’ decision to diversify, I compare the corporate governance structures of single segment firms that choose to diversify with those of a matched sample of single segment firms in the same industry that choose to remain focused. I find that firms with a higher percentage of outsiders on the board and smaller board size are more likely to diversify. These findings are inconsistent with the agency costs explanation of why firms choose to diversify. In addition, the CEO pay-to-performance sensitivity of diversifying firms is also not significantly different from that of firms that stay focused. The corporate governance characteristics cannot explain the changes in excess value around diversification either. Although some of the governance characteristics are significantly related to the announcement effects of diversifying mergers, these relations are often inconsistent with the agency cost explanation. Taken together, my evidence indicates that diversifying firms do not systematically have worse governance structures than firms that stay focused and, therefore, higher agency costs do not appear to drive the decision to diversify.

Diss. Stockholm : Handelshögskolan, 2007.

Thesis (Ph. D.)--University of California, San Diego, 2006. / Title from first page of PDF file (viewed June 26, 2006). Available via ProQuest Digital Dissertations. Vita. Includes bibliographical references (p. 113-117).

The focus of this study is twofold: first to determine the impact of agency costs on firm performance, measured using operating expenses to sales ratio and total asset turnover ratio, for Greenfield firms (private to public) and Heritage firms (spin-offs of already public companies) types of initial public offerings after one and five years; second to compare the performance, as measured market to book value per share, of Greenfield and Heritage firms after one and five years. Thus addressing the question of whether initial differences between Greenfield and Heritage firms at the time of the IPO are evident after one and five years. The results showed that Heritage firms have a significantly lower expenses/sales ratio one year after the IPO. The study confirmed that after five years Greenfield firms would have similar expense/sales ratio and show similar performance to Heritage firms.