This thesis presents an empirical investigation of the role of competition in determining (1) bidder firm behaviour in, and (2) the resulting valuation effects of, corporate takeovers. The study is based on the most comprehensive sample currently available of interfirm tender offers for publicly traded U. S. target firms during the period 1971-1990. Corporate takeover contests differ in complex ways with respect to the asymmetric information and bargaining environment, distributions of bidder reservation values and target share ownership, and information acquisition costs. There is substantial theoretical work examining the strategic role of the choice of payment method, bidder elimination and target management resistance, and of particular interest in this thesis, pre-bid acquisition of target shares ("toehold") and its impact on the subsequent tender offer price. Despite a voluminous empirical literature on corporate acquisitions, systematic evidence on the extent and role of bidder toeholds on bidding strategies is sparse. While the toehold has been shown to be prevalent in takeover contests, the extant empirical literature contains few results pointing to the strategic role suggested by theory. The lack of statistical significance may reflect a combination of small samples, weak experimental design, and biases in estimation. This thesis remedies the small sample problem by examining more than 1350 takeover contests in the U. S. from 1971 to 1990. The experimental design is improved by including a larger set of sample controls, and addressing the bias issue by estimating a set of equations which simultaneously determines the toehold and the takeover premium. The wealth effects of takeover contests are estimated as a function of toeholds, the number of bids/bidders, the outcome of the bid, and the target management response. Other empirical issues, including the effect of toeholds on the probability of target management resistance and emergence of a second bid in the contest, are also examined. Finally, a new econometric technique is developed for simultaneously estimating event probabilities and conditional expected event returns in order to determine whether entering the takeover auction, and responding to rival bids for the target shares, on average enhances the wealth of the initial bidders' shareholders. / Business, Sauder School of / Graduate

No description available.

This study is an empirical investigation of the managements’ motivations behind corporate equity repurchases in the open market, via private repurchase, or through self tender offer. The hypotheses concerning motivations for stock repurchases investigated in this dissertation include (1) signalling undervaluation of stock prices; (2) free cash flows; and (3) increasing leverage. A series of statistical analysis and tests are conducted against the empirical implications concerning the three decision variables in a repurchase decision process: (1) whether to repurchase; (2) what method (self tender, open market, and private repurchase) to use; and (3) the size and the price of repurchase under each motivational hypothesis, using the sample of all repurchases announced from January, 1986 through April, 1989. The motivational proxies are (1) the percentage changes of the median (and mean) earnings forecasts in the first, second, third months after the announcement of a repurchase program from the month prior to the repurchase for signalling hypothesis; (2) Tobin’s Q, the ratio of a firm’s total market value to the market-value replacement costs of its assets, based on the Lindenburg-Ross Algorithm for the free cash flow hypothesis (another measure is also used in this dissertation, that is, the net cash flow after taxes and dividends relative to the market value of a firm’s common stock); arid (3) the market-value based debt-equity ratios for the increasing leverage hypothesis. The empirical portion of this study is composed of four sections: (1) a comparison study of subsamples of repurchases with their control samples of non-repurchasing firms constructed by the criteria of data availability in both the /B/E/S and the COMPUSTAT database, three-digit industry code, and the market value of common stocks; (2) a comparison study of the three repurchasing methods; (3) the determination of the terms of repurchases; and (4) the market reaction to the announcement of repurchase and its relationship with the motivational proxies. The major conclusions of this study are as follows: 1. The signalling hypothesis is supported for the sample of open market repurchases which occurred over the 1987 crash period (from October 19 to November 9, 1987). 2. The free cash flow hypothesis is supported for the sample of ordinary open market repurchases which occurred outside the 1987 crash period. 3. None of the three motivations investigated in this study is supported for the sample of private repurchases. 4. The results are not conclusive for the sample of self tender offers, though the signalling hypothesis and the free cash flow hypothesis are not rejected. / Ph. D.

It is the purpose of this study to provide growth rates based on units of physical production or output.

The latest surge of corporate mergers has been characterized by a steadily increasing rate of conglomerate combinations. It would appear that one of the prime motivating factors in conglomerate merger is a firm belief in the principle of "synergism," or the mutually cooperating action of separate substances taken together to produce an effect greater than that of any component taken alone. It would also appear that in such instances wherein there is no direct relationship in regard to raw material source, product development, production technology, or marketing channels, the principle of synergism is not automatic, but must be implemented by appropriate management action. The hypothesis of the study is that the goal of achieving synergism through centrality of management influence has not yet become a reality in conglomerate business organizations as a group. It is the purpose of the study to investigate the degree of centralized management development in a number of management functions and relate this development to success in selected performance areas.

本文主要研究兼收并购目标公司进行股权回购对于并购结果的影响。通过对美国1995年至2010年间媒体报道可能收到并购要约的公司样本进行分析，本文主要有以下发现：首先，股权回购能够降低目标公司实际收到并购要约的可能性；其次，对于市场传闻属实，的确收到要约的公司，股权回购能够降低公司被成功收购的概率。以上的发现与理论研究相符合，证明了股权回购能够有效的阻止目标公司被收购。进一步的，本文分析了该种防御性股票回购对于目标公司股东的影响。假设目标公司管理层进行回购的目的仅仅是为了自身利益而防止公司被收购，那么该举措将降低公司的价值以及股东的回报率。相反的，如果目标公司管理层进行回购的目的是防止公司价值被低估，并提高其在并购谈判中的议价能力，那么该举措将增加公司的价值以及股东的收益。通过对成功的并购案例进行实证分析，本文发现股票回购能够提高目标公司在并购整个过程中的收益。具体地，进行股权回购的目标公司相比收到现金的可能性增加，收到现金所占整个交易额的比例增加，并能获得更高的报酬率。另外，收购方的收益并不会随之增加，说明回购使得市场上调对于目标公司的估值，并且全部相应的收益都被目标公司得到。这从另一个方面说明目标公司的议价能力上升。 / This paper examines the effect of target share repurchase on outcomes of possible takeover attempts between 1995 and 2010. Consistent with deterrent effect hypothesis, I find that rumored targets are less likely to receive actual bids if they use share repurchase as a self-defense strategy. Moreover, for the subsample of rumored targets that receive bids afterwards, I find a significant negative relation between share repurchase and the likelihood of deal completion. Furthermore, I test the hypothesis that share repurchase is used by self-interested target managers for entrenchment purpose, and as a result the cost of signaling may lead to lower premiums for target shareholders. As an alternative hypothesis, share repurchase may increase bargaining power of target managers and result in better negotiated terms. Consistent with the enhanced bargaining power hypothesis, I find that target share repurchase is associated with higher probability of receiving cash as part of payment, with higher percentage of cash received, and with higher target takeover premiums. / Detailed summary in vernacular field only. / Xia, Yidan. / Thesis (M.Phil.)--Chinese University of Hong Kong, 2013. / Includes bibliographical references (leaves 29-30). / Abstracts also in Chinese. / Chapter I. --- Introduction --- p.1 / Chapter II. --- Data collection and summary statistics --- p.6 / Chapter A. --- Sample Construction --- p.6 / Chapter A.1. --- Rumor sample --- p.7 / Chapter A.2. --- Complete Sample --- p.8 / Chapter B. --- Sample Description --- p.9 / Chapter C. --- Variable Construction and Summary Statistics --- p.11 / Chapter C.1. --- Repurchase variables --- p.11 / Chapter C.2. --- Premiums --- p.12 / Chapter III. --- Empirical Results --- p.17 / Chapter A. --- Deterrent Effect --- p.18 / Chapter A.1. --- Probability of Receiving Actual Bid --- p.18 / Chapter A.2. --- Probability of Deal Completion for Firms Received Bid after Rumor --- p.19 / Chapter B. --- Bargaining Power --- p.20 / Chapter B.1. --- The Relation between Repurchase and Payment method --- p.20 / Chapter B.2. --- The Relation between Repurchase and Target Premiums --- p.22 / Chapter B.2. --- The Acquirer Returns --- p.24 / Chapter IV. --- Conclusions --- p.27 / Appendix --- p.28 / References --- p.29 / Tables --- p.31

The emergence of biotechnology necessitating change in traditional pharmacological research, cost cutting by hospitals and health insurers, and an increasing number of patent expirations have posed a considerable challenge to the pharmaceutical industry, which hitherto had been considered recession-proof. Responding to this challenge, the industry has undergone tremendous consolidation through mergers and acquisitions (M&As). These M&As have resulted in high concentration within the therapeutic classes of drugs, thereby raising anticompetitive concerns. / In order to allow the mergers to proceed, the Federal Trade Commission in the U.S. had required the merging entities to divest their R&D assets. The European Commission, on the contrary, had taken more permissive approach. / The thesis has argued that R&D divestitures in pharmaceutical cases have not been appropriate as anticompetitive concern arises owing to the acquisition of market power with drug purchasers, rather than the combination of R&D assets. The innovative nature of the industry, and the costs and risks involved in drug discovery make it hard to analyze the likely future state of the market. Ex-post analysis shows that divestiture in these cases proved counterproductive. / It is suggested that ex-post remedies like compulsory licensing and price regulation are preferable in pharmaceutical mergers, as they do not disrupt the companies' R&D structure. Moreover, these remedies could be applied once the anticompetitive concerns become apparent the merger is consummated, thereby allaying the uncertainty involved in the assessment of the future state of innovation markets.

Globalization has had two major implications for national merger control regimes: national competition authorities are called more and more to examine transactions with cross-border dimensions and secondly, domestic business practices may be scrutinized by foreign nations. In light of this, divergent substantive standards have become a source of international friction, notably between the two most mature merger control regimes, the European Union and the United States. / Facing this new reality, it has become clear that some sort of international arrangement will be needed in order to reduce the inefficiencies created by multijurisdictional review. Various proposals have been made, ranging from ambitious ones that would include the creation of an international competition code and enforcement agency, to more realistic proposals of achieving international coordination of merger control regimes through bilateral and multilateral cooperation amongst antitrust agencies. / This thesis argues that the path of large-scale cooperation is the most appropriate way to cope with the problems raised by globalization. As such, cooperation does not imply the harmonization of merger control regimes. The future lies in the hands of the International Competition Network which, despite considerable achievements, must evolve in the near future.

This thesis examines the impact of transnationalization on U.S. American merger review. It commences by outlining the principles of U.S. merger control, the notion of competition, and effects to be prevented. The study then proceeds with an analysis of transnationalization and gives an evaluation of its influence on firms, markets, and economic systems. The adjacent part holds a description of significant merger decisions made by the U.S. authorities during the recent years thereby covering important markets. An analysis focussing on a possible inequality of the treatment between mergers involving U.S. and foreign firms in order to meet exigencies generated by transnationalization that are not congruent with the objective of maintaining competition follows. The thesis concludes with an examination of extraterritorial application of U.S. antitrust law, the problems generated thereby and the various suggestions produced for a solution of the discrepancy between world-wide markets and enterprises and nationally confined legal systems.

This creative project has explored and analyzed the creation and development of Community Development Corporations (CDCs) from a historical perspective. This project also explores various CDC models and paradigms using people and place strategies; and the technical and empowerment paradigms. This project then traces the effects of urban policies, such as Urban Renewal and Model Cities, on the community development movement.In addition, this project examines the relationship of CDCs and the African American community. The project discusses power and powerlessness in the African American community, and explores self help community development models developed by individuals such as Booker T. Washington and W.E.B. Dubois.Finally, this project concludes with a case study on the Industry Neighborhood Council, Inc., Muncie, Indiana. It examines this CDCs activities from past to present, and suggests solutions for the growth and longevity of the CDC. To end, this project gives a synopsis of the community development movement and the opportunities and threats that lie ahead for CDCs. / Department of Urban Planning