The separation of ownership and control in the modern corporation creates the potential for management to pursue its own self-interests at the expense of stockholder welfare. One mechanism protecting stockholders from self-interested management is the market for corporate control, or the takeover market. The literature suggests that inefficient managers, viewing the threat of takeover and resulting job displacement, have supported the enactment of antitakeover devices to protect themselves from the takeover market. The objective of this study is to provide information concerning the relationship of one type of antitakeover device, the non-fair price antitakeover amendment, to stockholder welfare. The research addresses the question: Are non-fair price antitakeover amendments being enacted to protect inefficient management at the expense of stockholder interest? This study uses accounting measures and market measures to compare the performance of firms with non-fair-price antitakeover devices with matching firm that do not have such amendments. Firm performance is used as a surrogate for management efficiency. Results of the study indicate that firms adopting these amendments exhibit lower performance than firms without such amendments. Amendments, therefore, appear to benefit inefficient managers and do not benefit stockholders. / Ph. D.

The hospital industry is now in a major transitional phase which is substantially changing its operational values and organizational forms. This transition was triggered primarily by a crisis brought on by rapidly escalating costs. Many forces centering on the cost containment theme are now forging new political and economic operating rules for health care providers. Collectively these forces are bringing about decisive changes in the quality, quantity and structure of health care delivery systems. The result has been the emergence of a new pattern of hospital organization and administration, described here as the <i>business model hospital</i>. This model is driven by incentives and performance criteria wholly different from those of traditional community hospitals. This research describes this new political economy of health care and identifies, via analysis of field interviews, the crucial issues faced by hospital administrators today and specific actions they are taking to adapt to their new environment. The emergence of the business model hospital has many positive attributes but could have adverse consequences for the broader public interest. Emerging public policy issues are discussed and recommendations are made as to how public policy makers may deal with these issues. These recommendations focus on retaining the major benefits of the business hospital model while preserving useful aspects of the community hospital framework. / Ph. D.

This study provides information about convertible preferreds generally and, in particular, those used in financing mergers during the period 1968-1984. Specifically, the following topics are examined: (1) traditional corporate motives for the use of convertible preferreds as a financing means in mergers and acquisitions, (2) annual data about convertible preferreds' issuance by volume and purpose for the period 1968-1984, (3) average annual returns of merger-related convertible preferreds and average annual returns of common stock of the same companies for the period 1968-1980, (4) performance of convertible preferreds in relation to the market in general, and (5) the future of convertible preferreds as a financing instrument in merger activity.

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The Securities and Exchange Conunission (1974) has stated that the one of the fundamental underpinnings of federal securities law is the external auditor opinion of registrant financial statements. The SEC believes that the corporate practice of voluntary auditor change may be perceived by the investing public as attempted opinion shopping. The monitoring hypothesis of Jensen and Meckling (1976), on the other hand, posits that companies may change auditors in an attempt to control net agency costs. The objective of this dissertation is determine if the monitoring hypothesis is descriptive of the phenomenon of voluntary auditor change. The monitoring hypothesis posits that changes in net agency costs are related to the change in auditor quality at the time of an auditor change. and that both changes in agency costs and change in auditor quality are related to the market reaction to the auditor change. Auditor changes from 1980 to 1986 for New York Stock Exchange and American Stock Exchange companies were analyzed. The results indicate that changes in agency costs are related to change in auditor quality, as measured by the difference, from the old auditor to the new, in the auditor's share of the industry audit fees for the company that is changing auditors. Significant variables that measure changes in agency costs aregrowth in company sales, change in long-term compensation plans, and change in the dividend payout ratio. The results also indicate that changes in agency costs are related to market reaction to a change in auditors, but that the change in auditor quality is not. Variables that are significant in explaining the relationship are change in the debt ratio, change in the holdings of the largest stockholder, and prior receipt of a qualified opinion or disclosure of a disagreement between the company and the previous auditor. The results provide strong support for the monitoring hypothesis and weak support for the opinion shopping hypothesis. / Ph. D.

The purpose of this dissertation was to conduct empirical exploratory research to determine whether marketing strategic objectives of U.S. subsidiaries of German firms would differ, given firms' differences in perception of competitive position and market trends.

Using 1,473 going private transactions completed between 1985 and 2007, I assess whether the increase in going private transactions that occurred after the passage of the Sarbanes-Oxley Act of 2002 (SOX) was driven by SOX, or whether this phenomenon continues an ongoing historical trend. To examine this issue, I initially used structural break tests and intervention analysis. From the initial techniques, I find support that the passage of SOX increased going private transactions for these categories. Secondarily, I use Granger causality tests and impulse response functions to examine the link between going private transactions and the public stock market. When I categorize going private transactions according to the type of acquirer, transaction size, and target industry, I find bi-directional Granger causality relationships between smaller-sized going private transactions and the S&P 500 Index (or Tobin's Q). I also find several unidirectional Granger causality relationships for some categories of going private transactions, based on the type of acquirer or the target industry, to the S&P 500 Index (or to Tobin's Q). The impulse response of going private transactions (or the public stock market) to a shock in the public stock market (or going private transactions) is not immediate, but is delayed two to three quarters. The link between going private transactions and the public stock market is an ongoing phenomenon, continuing a historical trend for going private transactions. For going private transactions with structural breaks, SOX affects the linkage but not for going private transactions with no structural break.

The purpose of this study is to analyze the possibility of political influence upon the Department of Justice merger decisions within the brewing industry. Political preference was measured by the congressional ratings of a liberal political action committee, The Americans for Democratic Action (ADA), thus giving a liberalness score. Regressions including the merger guideline variables and the political preference measurement were estimated with a logit model. After running numerous regressions, the addition of the political preference variable resulted in insignificance for otherwise significant 1968 and 1982 guidelines variables. These results may indicate an inability of the model to differentiate between political pressure on antitrust enforcement during the establishment of the 1968 and 1982 guidelines, or beyond the establishment of the guidelines. However, the Chair of the Senate Antitrust Subcommittee, the oversight committee for the Department of Justice, is found to be the most significant with liberalness having a positive impact upon the probability of DOJ merger litigation. / Graduation date: 1995

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The purpose of this thesis was to analyze a number of auditor change and other peripheral issues from two related perspectives. Empirical data were gathered from publicly available Forms 8-K and 10-K to first assess whether meaningful differences existed between NYSE, AMEX, and OTC registrants regarding disclosures required in those documents. Secondly, the data were analyzed to determine whether differences existed with respect to the accounting firms (Big Eight or non-Big Eight) involved in the auditor changes. In most of the tests designed to achieve these purposes, statistically defensible results were obtained using the nonparametric chi-square test for significance of observed differences and the McNemar test for significance of changes, at the .05 level.