This paper analyzes the relationship between the merger announcement returns and the bidding firms' preparations for mergers. In this study, merger preparations are defined as bidding firms' adaptive actions of changing their executives prior to mergers. An analysis of the relative effectiveness of merger preparations is conducted through event study for univariate tests. In addition, a regression for multivariate tests analyzes incentives for making merger preparations. The results of these studies indicate that (1) hiring of new executives from outside the target proves to be the most effective merger preparation, (2) firms who make merger preparations have higher returns, and (3) hiring of new executives from the targets proves to have negative effects on bidding firms' returns, though this can vary based on the relative size of the target.

This research examines the impact of acquisition strategies and the level of economic development of the target country on announcement returns of acquiring firms in the United Kingdom (UK) during the sixth (2003-2007) and upcoming takeover wave (2013-present). The different acquisition strategies concern geographic expansion (GEO), increasing market share (IMS), vertical integration (VERT), access to intangible resources (INT), concentric diversification (CDIV) and pure diversification (PDIV). Based on a sample of 877 acquisitions, evidence shows that GEO significantly creates value in the sixth wave and results in significantly lower announcement returns in the upcoming wave, possibly explained by a higher integration of capital and production markets. However, after adding the remaining acquisition strategies to the regression model, the latter effect disappears. It shows that VERT and CDIV result in significantly higher announcement returns in the upcoming wave compared to the sixth one. Evidence does not show a relation between the level of economic development of the target country and announcement returns.

This dissertation examines the effect of income smoothing on information uncertainty, stock returns, and cost of equity. Following existing literature, I construct two income smoothing measures - capturing income smoothing through both total accruals and discretionary accruals. I show that income smoothing tends to reduce firms' information uncertainty, as measured by stock return volatility, analyst forecast dispersion, and analyst forecast error. Further, I provide evidence that market prices income smoothing and rewards income smoothing firms with a premium. Controlling for unexpected earnings shocks and other firm characteristics, income smoothing firms have significantly higher abnormal returns around earnings announcement. Finally, I show that income smoothing, particularly through discretionary accruals, reduces firms' implied cost of equity.

The primary reason for mergers and acquisitions is to achieve synergy and establish competitive advantages. A firms’ innovation in form of intangible assets gets accumulated over time depending upon its R&D intensity. Such a strategic bundle of intangible assets that a firm possesses is an indicator of future synergies if the firm were to merge. The current study examines whether intangible intensive firms more likely to make acquisitions or are more likely to be acquired and how the market reacts to M&A deals involving intangible intensive acquirers and targets. We explore these issues with a sample of U.S. M&A deals over a period of 2001-2017. We find that intangible assets serve as one of the primary motives for the M&A and are the drivers of M&A activity in recent times. The results from the event study show that target firms’ intangible assets have a significant negative effect on target firms’ cumulative abnormal returns. Subsequently, we carry out further analyses to understand various drivers of market reaction to M&A deals. We find that, for target firms, the relation between target firms’ intangible assets and market reaction is positively influenced by the use of cash and negatively impacted when the target firm is from high-tech industry. For the acquiring firms, we find that the relation between acquirer firms’ intangible assets and market reaction is negatively impacted when the acquirer is from high-tech industry and positively impacted when a public target is acquired. It appears that market reactions to the acquisition of high intangible targets are primarily driven by investor skepticism about the prospects of the deal. Lastly, the study does not find any significant effect of (mis)valuation on M&A deals by intangible intensive firms.

Mergers and acquisitions (M&As) offer a framework to shed a new light on whether corporate social responsibility (CSR) performance enhances corporate financial performance (CFP). Using ASSET4 data as a measurement of CSR performance in a sample of worldwide deals for the period 2004-2017, I find evidence that the environmental performance of target firms enhances acquirers’ shareholder wealth. No influence is found for different value implications in different institutional contexts. Additionally, shareholders reward (disvalue) acquirers even stronger if the target is outperforming (underperforming) the acquirer in environmental performance. These findings suggest that shareholders reward the acquirer for making environmental investments and support the stakeholder view, which indicates that fulfilling stakeholder interests can be combined with shareholder wealth creation.

Ce travail de recherche explore le thème des négociations dans les opérations de fusion et acquisition et leurs résultats en termes d’aboutissement de l’opération. Le premier chapitre de la présente thèse porte sur la volonté de vendre des actionnaires de l’entreprise cible et cherche à mesurer l’influence de cette caractéristique sur le dénouement des négociations au travers des trois éléments suivants : la probabilité de succès de l’offre, le montant de la prime et l’effet net sur le niveau de richesse des actionnaires de la société cible, en tenant compte de l’intensité concurrentielle entre les acquéreurs potentiels. Le second chapitre de la présente thèse explore la relation entre la durée du processus denégociation et la probabilité de succès de l’offre, mettant l’accent sur l’importance de la phase privée des négociations qui se déroule avant l’annonce publique de l’opération. Enfin, le troisième chapitre cherche à déterminer le lien entre la structure de rémunération des dirigeants et l’attention qu’ilsprêtent aux réactions des marchés financiers en modifiant ou non leurs décisions d’investissement en matière de fusions-acquisitions. Notre travail de recherche contribue à améliorer la compréhension des résultats observables dans les opérations de fusion et acquisition en apportant des facteurs nouveaux qui influencent la probabilité de succès d’une offre, notamment, la volonté de se vendre de l’entreprise cible et le temps passé dans l’interaction directe avec les acquéreurs potentiels. Ce travail souligne également l'importance des motivations des agents économiques dans le processus d'allocation des ressources et permet de vérifier la pertinence du lien qui existe entre les mécanismes d’incitation financière et la qualité des décisions managériales / This research work explores the theme of negotiations in mergers and acquisitions and their outcome in terms of deal completion. The first chapter focuses on the target company’s willingness to sell and seeks to measure its influence on the outcome of negotiations through the following three elements:the probability of bid success, the amount of premium paid and the resulting net wealth effect for thetarget shareholders, taking into account the intensity of competition between potential acquirers. The second chapter explores the relationship between the duration of the negotiation process and the likelihood of deal completion, putting emphasis on the private part of the negotiation process that takes place before the public announcement of the deal. Finally, in the third chapter we aim todetermine the relationship that may exist between the executive compensation structure and the amount of attention they pay to the financial markets by changing or not their present investment decisions with regard to mergers and acquisitions. This research contributes to improving our understanding of the outcome of mergers and acquisitions, bringing new factors that influence theprobability of bid success, namely, the willingness of the target’s shareholders to sell and the time spent in the direct interaction with potential buyers. This work also highlights the importance of acknowledging economic agents’ motivations (both for the acquirer and the target) as determinants of observable outcomes in the resource allocation process and allows checking the relevance of financialincentive mechanisms for the quality of managerial decisions

本研究以台灣468筆私募增資案，探討應計基礎和實質盈餘管理的決定因素，及盈餘管理對宣告效果的影響。我們發現當投資人類別分為內部人及外部人時，於私募增資前一年，兩者的盈餘管理程度有顯著地不同。並發現相較於應計基礎盈餘管理，實質盈餘管理與宣告效果呈顯著負相關。研究結果顯示與內部人的私募案相比，外部人的私募案，其盈餘管理程度較低，宣告時市場給予較高的異常報酬，且盈餘管理會顯著地負向影響宣告時的報酬。 / We employ 468 private placements in Taiwan to examine the determinants of accrual-based earnings management and real earnings management (REM), as well as the impact of earnings management on announcement returns. The results indicate that the type of investors affects earnings management prior to private placements. Compared with discretionary current accruals (DCA), REM is significantly and negatively related with announcement returns. Outsider placements are associated with lower earnings overstatement and higher announcement returns. Outsider placements also exhibit a significantly negative relation between earnings management and announcement returns.

Essay one investigates registered insider sales as stated in the final prospectus filed with the Securities and Exchange Commission (SEC) to test managerial market timing ability during the Seasoned Equity Offering (SEO) process. Using a comprehensive sample of 1,051 SEOs between 1997 and 2005, the findings suggest that the initial market reaction and the long-run post-issue performance of issuers are negatively related to C-level executive insider sales, but unrelated to sales by non-executive insiders. Overall, the findings are consistent with the notion that executive insiders are aware of the mispricing in their firm’s securities and successfully time their sales by participating in the secondary components of SEOs. The implication is that SEOs with C-level executive sales are overvalued relative to both SEOs without insider sales and SEOs with only non-executive insider sales. In the second essay, we compare shareholder wealth effects of dual-class and single-class Seasoned Equity Offerings (SEOs) between 1997 and 2005. While there is no difference in pre-issue stock performance or the initial market reaction to the SEO announcements, dual-class issuers significantly underperform single-class issuers in the post-issue years. The mean three-year underperformance of dual-class firms relative to single-class is a significant 28.93% (30.45%) in buy-and-hold raw (abnormal) stock returns, and robust to alternative model specifications. We document that this relative long-run stock underperformance is related to differences in the impacts of post-issue capital expenditures and acquisitions for dual and single-class issuers. Similarly, post-issue corporate cash holdings also contribute less to the shareholder wealth for dual-class firms.