This study investigates the importance of reduced capital misallocation in explaining the gains in corporate spinoffs. The capital misallocation hypothesis asserts that the internal capital market of a diversified firm fails to meet the needs of the relatively low growth divisions for less investment and the needs of the relatively high growth divisions for more investment. Higher differences in growth opportunities imply that more capital is misallocated. This study finds that the higher the difference in growth opportunities of a diversified firm's businesses, the more likely the firm is to conduct a spinoff. This finding supports the argument that diversified firms conduct spinoffs to reduce capital misallocation. This study finds differences in managerial ownership of spinoff firms and of nonspinoff firms. This suggests that the misallocation of internal capital is an agency problem. A low management ownership stake, coupled with the existing differential in growth opportunities between parent and spunoff firms, leads to misallocation of internal capital, thus creating incentives for a spinoff. Spinoffs should result in a shift to the “right" investment policy and to better operating performance for both the parent and spunoff firms. This improvement in operating performance for the post-spinoff firms is expected to be higher when they are from highly different growth opportunity spinoffs. I find mixed evidence regarding market reaction, changes in investment policy, and changes in operating performance. The evidence that supports the capital misallocation hypothesis does not appear uniformly and consistently across the proxies for growth opportunities. However, there is evidence that both parent and spunoff firms benefit from a spinoff. The magnitude of the benefits is larger for spunoff firms than for parent firms. This is as expected because the capital misallocation problem may be reduced, but does not entirely disappear, in the parent firm.

Thesis submitted in fulfilment of the requirements for the degree of Master of Management in Finance & Investment in the Faculty of Commerce Law and Management Wits Business School at the University of the Witwatersrand / The objective of this paper is to study the exit behaviour of private equity investments held by independent private equity firms in South Africa. As this is an exploratory study we examine empirical hypotheses previously tested by other authors. Firstly, we test whether portfolio companies within high technology sectors are more likely to achieve an initial public offering (IPO) exit relative to other exits. Secondly, we test the effect of the lending rate on the likelihood of a secondary sale. Lastly, we consider the relative preference of IPO compared to acquisition (M&A) and other exit modes. As South Africa is considered to be a bank-centered financial system (Levine, 2002), private equity investments within the market would be expected to experience poor IPO activity as suggested by the literature (Black and Gilson, 1998).The research is quantitative in nature and involves the use of statistical modelling, multinomial logistic regression was applied, using panel data, which assumes that the effect of explanatory variables on the choice of exit varies across observations (private equity firms) and over time. From the multinomial logit model it was found that; 1) High technology firms were more likely to be exited by means of M&A rather than IPO; 2) An increase in the lending rate was found to increase the likelihood of a Secondary sale which is contrary to previous research (Sousa, 2010); and 3) M&A was found to be the most likely mode of exit assuming all explanatory variables were at their mean, while IPO was the least likely mode of exit. / MT2017

published_or_final_version / Public Administration / Master / Master of Public Administration

Doctorat en sciences sociales, politiques et économiques / info:eu-repo/semantics/nonPublished

by Chan Ping Cheung, Fung Hon Cheung. / Thesis (M.B.A.)--Chinese University of Hong Kong, 1998. / Includes bibliographical references (leaves 64-66). / ABSTRACT --- p.ii / TABLE OF CONTENTS --- p.iii / PREFACE --- p.v / Chapter / Chapter I. --- INTRODUCTION --- p.1 / Our Approach --- p.2 / Chapter II. --- METHODOLOGY --- p.3 / Steps --- p.3 / Chapter III. --- MAJOR BUSINESS OF CHEUNG KONG (HOLDINGS) LIMITED / PRIOR TO THE SPIN-OFF --- p.5 / Genera] Description --- p.5 / Major Lines of Business --- p.7 / Chapter IV. --- ANALYSIS OF FINANCIAL POSITION OF CKH --- p.14 / Other Financial Obligations --- p.15 / Chapter V. --- FUNDING STRATEGIES --- p.18 / Chapter VI. --- THE WHOLE STORY OF CKI'S SPIN-OFF --- p.20 / Chapter VII. --- MARKET COMMENTS ON CKI'S SPIN-OFF --- p.23 / Chapter VIII. --- THE MAIN REASON FOR CKI'S SPIN-OFF --- p.27 / Chapter IX. --- OTHER MANAGERIAL PURPOSES AND INCENTIVES OF CKI'S SPIN-OFF --- p.31 / Chapter X. --- POSSIBLE DISADVANTAGES OF SPIN-OFF --- p.34 / Chapter XI. --- THE SHARE PRICE PERFORMANCE OF CKI --- p.36 / Chapter XII. --- CONCLUSION --- p.41 / APPENDIX / Chapter I. --- ANALYSIS OF SPIN-OFFS --- p.42 / Chapter II --- BUSINESSES & HIGHLIGHTS OF CKI --- p.44 / Chapter III --- CHEUNG KONG GROUP STRUCTURE CHART --- p.48 / Chapter IV --- LEGAL ASPECTS OF SPIN-OFF --- p.49 / Chapter V --- HISTORY OF CKH --- p.51 / Chapter VI --- CHINA-CONCEPT IPOS --- p.53 / BIBLOGRAPHY --- p.54

Because of the non-recurring and transitory nature of discontinued operations, accounting standards require that the results of discontinued operations be separately reported on the income statement. Prior accounting literature supports the view that discontinued operations are non-recurring or transitory in nature, and also suggests that income classified as transitory has minimal relevance in firm valuation. Finance and management literature, however, suggest that firms discontinue operations to strategically utilize their scarce resources. Assuming that discontinued operations are a result of managerial motives to strategically concentrate resources into remaining continued operations, this dissertation examines the informativeness of discontinued operations. In doing so, this dissertation empirically tests the financial performance, investment efficiency, valuation, and analyst forecast accuracy effects of discontinued operations. In 2001, Financial Accounting Standards Board's (FASB) Statement of Financial Accounting Standards (SFAS) 144 (hereafter SFAS 144) replaced Accounting Principles Board's Opinion 30 (hereafter APB 30) and broadened the scope of divestiture transactions to be presented in discontinued operations. Some stakeholders of financial statements argued that discontinued operations were less decision-useful in the SFAS 144 era because too many transactions that do not represent a strategic shift in operations were separately stated as discontinued operations on the income statement. With the possibility that the discontinued operations reported in SFAS 144 era may not reflect a major strategic reallocation of resources, this dissertation examines whether the relationship between discontinued operations, firm performance, investment efficiency, and analyst forecast accuracy are different in the pre-SFAS 144 and SFAS 144 era. Using a sample of firms that discontinued operations between 1990 and 2012, this dissertation study finds limited evidence that firms experience improvement in financial performance following discontinued operations and that such improvement is only observed in pre-SFAS 144 era. The results also suggest that any improvement in financial performance documented is conditional on the profitability of the operations discontinued and provide no support for investment efficiency improvement following discontinued operations. Related to the valuation implications of discontinued operations, this dissertation shows that investors differentially value profitable and loss discontinued operations. However, such valuation differences are not dependent on the performance improvement implications. Finally, results support that analyst forecast accuracy of earnings decreases following the reporting of discontinued operations, but such effect is only observed in the pre-SFAS 144 era. This dissertation makes several contributions to the literature. First, this study extends the literature on corporate divestment by using a large sample of discontinuation decisions and hand-collected data on the profitability of the operations discontinued. Second, this research extends the literature on market studies by analyzing whether market response to a discontinuation decision is dependent upon the profitability of the operation discontinued. Third, based upon a review of the literature, it is believed that this is the first study to examine the possibility that analyst forecast accuracy may change following a discontinuation decision. Finally, this study extends the literature that examines the effects of changes in accounting rules and regulations on the informativeness of financial statement items. These results should be of interest to investors, regulators, and analysts.

Thesis (Ph. D.)--University of Texas at Austin, 2006. / Vita. Includes bibliographical references.

Made available in DSpace on 2015-12-04T11:45:12Z (GMT). No. of bitstreams: 1 Mauro_Fernando_Gallo.pdf: 1955869 bytes, checksum: ae2de252f340b3da6adc7d24bdc3d4c3 (MD5) Previous issue date: 2002-10-24 / The participation and importance of the business combinations through the consolidation, merger and spin-off operations have been increasing in the present context of the world economy. This fact is occurring also in Brazil, mainly due to the world changes that have been causing the competition increasing. This importance is due to not only the transaction quantities but mostly because many times the values involved are extremely high. It is not possible to say it is only a business concentration phenomenon: there are several reasons for the realization of these transactions, with a crescent utilization to reduce effectively the tributary charge assessed to the companies. In Brazil, the utilization of these operations started due to some tax advantages offered by the Federal Government. In 1971, it was created the Comiss?o de Fus?o e Incorporac?o de Empresas - COFIE, a commission connected to Ministry of Finance, in order to coordinate and analyze these tax advantages. The merger transactions were regulated for a long time past, but the spin-off transaction was inserted in the Brazilian legislation only in 1976, through the federal Law nr. 6404/76, known as Lei das S/A - the corporation acts. With this legal regulation, the utilization of the business company combinations has increased in spite of the Brazilian concept differences in relation to the United States of America and Europe ones. It is the case, for instance, of the merger, that they consider as a special type of consolidation. The professionals that work in tributary planning, that is, attorneys, accountants, managers and economists, amplified the business company combination use in Brazil, mainly merger and spin-off, due to the tax advantages reached through the Income Tax reduction, elimination or postponement, for several reasons. The main point of this study is the accounting and tributary ones to show the employment of these operations to substitute the acquisitions, aiming mainly the elimination of the capital gain of the stockholders, being an individual person or a company. The objective of this study was confirmed by the searches: this way of using the business company combination causes problems in the areas of law and accountancy, because in Brazil people are more connected to the juridical way of the fact than the economic one. So it may be concluded that the accountancy and the law professionals have many things to search and develop to improve and differentiate the types of transactions - those involving companies that have the same corporate control and those involving companies pertaining to different economic groups, explaining also the method differences used in the accountancy registers. / As reorganiza????es societ??rias atrav??s dos institutos da fus??o, incorpora????o e cis??o v??m tendo sua participa????o e import??ncia ampliadas no cen??rio atual da economia mundial, inclusive no Brasil, principalmente devido ?? globaliza????o e ao crescimento da concorr??ncia. Essa import??ncia deve-se n??o apenas ao quantitativo de opera????es, mas tamb??m ao fato de que os valores envolvidos muitas vezes s??o bem elevados. Tamb??m n??o se pode afirmar que ?? apenas um fen??meno de concentra????o empresarial: h?? in??meras e variadas raz??es para a efetiva????o dessas opera????es, com sua crescente utiliza????o como forma de redu????o do ??nus tribut??rio aplicado ??s empresas. No Brasil, o emprego dessas opera????es foi implementado utilizando-se alguns benef??cios fiscais concedidos pelo Governo Federal; criou-se em 1971 a Comiss??o de Fus??o e Incorpora????o de Empresas - COFIE, ligada ao Minist??rio da Fazenda, com a finalidade de coordenar e analisar a concess??o desses benef??cios fiscais. A fus??o e a incorpora????o j?? eram devidamente regulamentadas h?? um bom tempo, mas a cis??o somente foi introduzida na legisla????o brasileira atrav??s da Lei das Sociedades An??nimas, em 1976. Com isso, ampliou-se a utiliza????o de tais institutos, apesar de em nossa legisla????o societ??ria e fiscal haver algumas diferen??as conceituais em rela????o aos Estados Unidos e Europa: ?? o caso da incorpora????o, que l?? ?? considerada como um tipo especial de fus??o. Os profissionais que operam com planejamento tribut??rio, sejam advogados, contadores, administradores e economistas, ampliaram o emprego principalmente da incorpora????o e cis??o no Brasil devido ??s vantagens fiscais alcan??adas atrav??s da redu????o, elimina????o ou posterga????o de Imposto de Renda, por diversas raz??es. O foco principal deste estudo compreende as ??reas cont??bil e tribut??ria, com o fim de demonstrar o emprego dessas opera????es em substitui????o ??s de aquisi????o, visando principalmente a elimina????o do ganho de capital dos acionistas ou quotistas, sejam pessoas f??sicas ou jur??dicas. Conforme era o objetivo do estudo, pelas pesquisas desenvolvidas confirmou-se tal utiliza????o, provocando essa forma de emprego distor????es tanto no campo jur??dico como nos procedimentos cont??beis adotados, vez que no Brasil preocupa-se mais com a forma jur??dica do que com a econ??mica dos fatos. Isso leva a concluir que tanto os profissionais da contabilidade como os do direito t??m muito a pesquisar e desenvolver para aperfei??oar e distinguir essas opera????es, tanto as ocorridas entre empresas sob o mesmo controle societ??rio quanto entre as pertencentes a grupos econ??micos distintos, clarificando inclusive as diferencia????es dos m??todos adotados nos registros cont??beis.

This research has investigated the long-run performance of corporate restructurings through unbundling transactions on the JSE between 2000 and 2012. The corporate unbundling transactions considered by the research are spin-offs and sell-offs. From the two unbundling transactions, four samples were derived, that is, 21 spin-offs, 14 parent-spin-offs, 14 sell-offs and 20 parent-sell-offs. The share price performance of these samples was investigated by a matching firm methodology under the buy and hold abnormal returns. The research found that positive abnormal returns are present for both samples for up to four years after unbundling. Secondly, with the exception of parent-sell-offs, significant abnormal returns were experienced by both samples for up to four years after unbundling. It was also found that a spin-off is a preferable corporate unbundling strategy to a sell-off over a long-run period. This research implies that companies with heavy structures should unbundle in order to unlock shareholders’ value. / Business Management / M. Com. (Business Management)

Made available in DSpace on 2015-12-03T18:35:12Z (GMT). No. of bitstreams: 1 Adriano_da_Costa_Andrade.pdf: 1175815 bytes, checksum: 16b9a0577766cebffff52abbc3248678 (MD5) Previous issue date: 2010-03-29 / This thesis has the objective of highlighting the differences between the accounting aspects and the tax impacts under the circunstance of the negotiation of one company through the institute of the incorporation and / or division to replace the institut of the acquisition - purchase and sale. The granting of some fiscal concessions by the Federal Government was what initially motivated the use of these operations, in 1971 it was created the Commission of Fusion and Incorporation of Companies - COFIE - linked to the Ministry of Finance, in order to provide, coordinate and analyze such benefits. The reorganizations are operations of incorporation and / or division known by Americans as a business combination, which since the 90's, with the constant changes that are occurring in Brazil and in the world, has its contribution and importance increased by the benefits brought throught the operations, beyond being extremely relevant values. This research seeks to demonstrate that business organizations are using the incorporation of institutes and divisions to acquire other business endeavors, ie, using the legitimacy of the institution of reorganization for tax advantages, because in essence the operation is an acquisition - buying and selling - replaced by a corporate reorganization. Therefore, the methodology adopted will be the bibliographic research, which as collected through documental and empirical research, tried to highlight the legal aspects, legal doctrine, corporate, tax and accounting schools of merger, demerger and acquisition. The interpretation and analysis were based on the theoretical framework, based on the review of the literature relevant to the study, that was done through a case in a Brazilian petrochemical sector, in which was reorganized through the institute of incorporation, initiated in late 2007 and completed in mid-2009. The purpose was to demonstrate the economy tax through the not taxable income tax and contribution social over net proft through capital gains to shareholders of the merged company, to highlight, in the accounting theory, the question of the essence regarding the form and to make evident the different ways to account for each institute. / Esta disserta????o tem por objetivo evidenciar as diferen??as entre os aspectos cont??beis e os impactos tribut??rios quando a negocia????o de uma empresa se realiza atrav??s da reorganiza????o societ??ria por meio do instituto da incorpora????o - e/ou cis??o em substitui????o ao instituto da aquisi????o - compra e venda. A concess??o de alguns benef??cios fiscais pelo Governo Federal foi o que motivou, inicialmente, o emprego dessas opera????es; no ano de 1971 foi criada a Comiss??o de Fus??o e Incorpora????o de Empresas - COFIE, ligada ao Minist??rio da Fazenda, com a finalidade de conceder, coordenar e analisar tais benef??cios. As reorganiza????es societ??rias s??o opera????es de incorpora????o e/ou cis??o denominadas pelos norte-americanos como business combinations, que, a partir da d??cada de 90, com as constantes modifica????es que est??o ocorrendo no cen??rio brasileiro e mundial, vem tendo sua participa????o e import??ncia ampliadas pelos benef??cios trazidos ??s respectivas opera????es, al??m de serem valores relevantes. Nesta pesquisa, procura-se evidenciar que as organiza????es empresariais est??o utilizando os institutos da incorpora????o e cis??o para adquirir outros empreendimentos empresariais, ou seja, utilizando-se da licitude da instituto da reorganiza????o societ??ria para obter vantagens tribut??rias, por que na ess??ncia a opera????o ?? uma aquisi????o - compra e venda - substitu??da por uma reorganiza????o societ??ria. Para tanto, a metodologia adotada ser?? pesquisa bibliogr??fica; os dados da pesquisa ser??o coletados por meio de pesquisa documental e emp??rica, em que se procurou evidenciar os aspectos legais, jur??dicos doutrin??rios, societ??rios, tribut??rios e cont??beis dos institutos de incorpora????o, cis??o e aquisi????o. A interpreta????o e an??lise dos dados embasou-se no referencial te??rico, fundamentado na revis??o da literatura pertinente ?? ??rea de estudo, sendo a pesquisa feita mediante um estudo de caso em uma empresa brasileira do setor petroqu??mico, que se reorganizou por interm??dio do instituto da incorpora????o, iniciada no final de 2007 e conclu??da em meados de 2009. O prop??sito foi de demonstrar a economia tribut??ria por meio da n??o tributa????o do imposto de renda da pessoa jur??dica e a contribui????o social sobre o lucro l??quido atrav??s da tributa????o do ganho de capital aos acionistas da empresa incorporada, trazer ?? luz da Teoria Cont??bil a quest??o da ess??ncia sobre a forma e evidenciar as diferentes formas de se contabilizar cada instituto.