This Bachelor’s thesis focuses on those terms that, from a Swedish perspective, have to be fulfilled to entitle deduction for definitive losses in a cross-border merger situation. The thesis analyses one of the ten rulings from the Swedish Supreme Administrative Court which were published in 2009.The ruling is analysed in the light of the Treaty on the Functioning of the European Union, the merger directive and the Court of Justice rulings in Marks & Spencer and Lidl. The purpose is to examine if the Swedish rules concerning cross-border mergers is compatible with the EU-law. The Swedish rules concerning mergers are found in chapter 37 in the Swedish income tax act. To enjoy the rights of the rules in chapter 37 the merger needs to be qualified. The criterion in 11 § stands out as a clear obstacle for the deduction of losses and is therefore examined thoroughly. It states that the transferor company needs to be taxable for some kind of activity in Sweden immediately before the merger. That criterion is not fulfilled if the company is situated in another member state. In the Marks & Spencer case, the Court of Justice stated that a rule which hinders deduction for losses which is considered to be definitive could be a possible breach of the freedom of establishment. The Swedish rules concerning qualified mergers in chapter 37 in the Swedish income tax act was questioned in the case RÅ 2009 ref 13. The criterion stated in § 11 was discussed first by the Swedish tax board and then by the Swedish Supreme Administrative Court as a possible breach of the freedom of establishment. It is in my opinion clear that when a loss is definitive the loss should be entitled to deduction, thus the 11 § could therefore constitute a breach of the freedom of establishment.

<p>This Bachelor’s thesis focuses on those terms that, from a Swedish perspective, have to be fulfilled to entitle deduction for definitive losses in a cross-border merger situation. The thesis analyses one of the ten rulings from the Swedish Supreme Administrative Court which were published in 2009.The ruling is analysed in the light of the Treaty on the Functioning of the European Union, the merger directive and the Court of Justice rulings in Marks & Spencer and Lidl. The purpose is to examine if the Swedish rules concerning cross-border mergers is compatible with the EU-law. The Swedish rules concerning mergers are found in chapter 37 in the Swedish income tax act. To enjoy the rights of the rules in chapter 37 the merger needs to be qualified. The criterion in 11 § stands out as a clear obstacle for the deduction of losses and is therefore examined thoroughly. It states that the transferor company needs to be taxable for some kind of activity in Sweden immediately before the merger. That criterion is not fulfilled if the company is situated in another member state. In the Marks & Spencer case, the Court of Justice stated that a rule which hinders deduction for losses which is considered to be definitive could be a possible breach of the freedom of establishment. The Swedish rules concerning qualified mergers in chapter 37 in the Swedish income tax act was questioned in the case RÅ 2009 ref 13. The criterion stated in § 11 was discussed first by the Swedish tax board and then by the Swedish Supreme Administrative Court as a possible breach of the freedom of establishment. It is in my opinion clear that when a loss is definitive the loss should be entitled to deduction, thus the 11 § could therefore constitute a breach of the freedom of establishment.</p>

This dissertation consists of three essays on cross-border mergers and acquisitions (M&As). The first essay studies horizontal and vertical investments between Organization for Economic Cooperation and Development (OECD) countries, while the second essay examines how investment patterns vary by country development. The third essay estimates the effect of merger policy reform on cross-border M&A activity in Europe. The first essay tests how well theories of horizontal and vertical foreign direct investment (FDI) explain observed patterns of cross-border M&As in OECD countries. Horizontal investment occurs when multinational firms produce in foreign countries to serve the foreign market, whereas vertical investment occurs when multinational firms source intermediate goods from foreign affiliates for final assembly and sales at home. The former is often used to displace exports when transport costs exceed local production costs, while the latter is often driven by cross-country factor price differentials. Little support is found for the traditional explanations of FDI as results indicate horizontal and vertical investments look much more similar than previously believed. The second essay challenges long-standing beliefs that the majority of FDI within the developed world is horizontal, whereas investments into developing nations are predominantly vertical. Developed-developed FDI is largely cross-border M&As and FDI into developing nations typically consists of greenfield investments. However, cross-border M&As are becoming more popular in developing countries and, contrary to previous beliefs, the proportion of horizontal and vertical investment is independent of country development. Results suggest trade costs have a stronger effect on developing countries, while no clear support is found for the idea that factor endowment drives vertical investments in developing nations. The third essay examines how reforms to European Commission Merger Regulation (ECMR) in 2004 affected cross-border M&A activity in Europe. The ECMR outlines competition rules and empowers the European Commission (EC) to block anti-competitive mergers adversely affecting the European market. Details of the reform suggest the law was expanded to cover more mergers, which is expected to have a non-positive effect on merger activity. Difference-in-differences results suggest the reform had no significant effect on cross-border merger activity in countries within the EC’s jurisdiction.

xii, 84 p. : ill. A print copy of this thesis is available through the UO Libraries. Search the library catalog for the location and call number. / In this dissertation, I investigate how cross-country differences in regulatory environments affect the value and distribution of gains in cross-border acquisitions. I focus on how pre-acquisition strategies to reduce the valuation discount arising from weak regulatory environments affect the value and distribution of gains between acquiring and target firms. The two specific strategies I examine are cross-listing and voluntarily adopting International Financial Reporting Standards (IFRS). I compare the value and distribution of synergy gains for target firms from weak regulatory environments that have cross-listed or adopted IFRS (i.e., "strategic firms") to (1) target firms in similar countries that have not done so (i.e., "non-strategic firms") and (2) target firms in strong regulatory environment countries. For the first group, I expect lower total synergy gains and merger premia in acquisitions involving strategic target firms. However, I expect higher total valuation gains (i.e., the merger premium plus the increase in value from the strategy) for strategic firms. For the second comparison group, I expect higher total synergy gains and merger premia in acquisitions involving strategic firms relative to firms from strong regulatory environments. I test my predictions on a sample of cross-border acquisitions completed in 26 countries between 1995-2007. In acquisitions involving target firms from weak regulatory environments, I find no evidence that either the total synergy gain or merger premium are smaller for strategic firms. In fact, I find some evidence that the total synergy gains are higher for strategic firms relative to non-strategic firms. I find some evidence of higher total valuation gains for cross-listed firms, consistent with my hypothesis. For the second comparison group, I find no evidence that either the total synergy gain or merger premium are higher for strategic firms. By examining cross-border acquisitions, my research provides evidence on an increasingly important and economically significant type of foreign direct investment. I relate literature investigating the determinants and distribution of merger synergies to literature analyzing methods to eliminate cross-country valuation discounts. Therefore, my research makes an important contribution by providing insights beyond identifying which party captures synergy gains in cross-border acquisitions. / Committee in charge: David Guenther, Chairperson, Accounting; Steven Matsunaga, Member, Accounting; Linda Krull, Member, Accounting; Bruce Blonigen, Outside Member, Economics

Abstract This dissertation investigates the success of technology M&amp;As. The research question is approached through four separate empirical essays, each of which assesses a different but interrelated issue of value creation of technology M&amp;As. The approach used throughout the dissertation is to consider the motives of improving acquirer’s R&amp;D activity through the acquisition of a technology firm and stress the role of the interaction between acquirer’s and target’s resources. The first two essays investigate the valuation consequences of M&amp;As, while the following two essays examine pricing implications of M&amp;As. The results indicate that technology M&amp;As are successful in enhancing the acquiring firm’s R&amp;D activities to the extent that it manifests as an increase in the stock market valuation of acquirer’s R&amp;D spending and its higher future profitability. The results also demonstrate that investors do not fully recognize these benefits at the announcement of M&amp;A. Therefore investors benefit from technology M&amp;As in the long run when these benefits begin to materialize. Furthermore, the results show that even when compared to other possible motives, enhancing acquirer’s R&amp;D activities is an important and successful motive for M&amp;As, emphasizing the absorptive capacity of the acquiring firm in generating synergies from the combination of two firms. Overall, the findings of the dissertation provide more evidence on the success of mergers and acquisitions motivated by technology improvement. The thesis emphasizes the interaction between acquirer’s and target’s resources in creating synergies from M&amp;As, with a focus on technological resources. The evidence also has important implications for the literature on the stock market valuation of R&amp;D expenditures as it indicates that technology M&amp;As can be considered an R&amp;D investment with significant impacts on this activity.

Diploma thesis "The Czech-Slovak mergers -- accounting and tax aspects" is divided into two parts - theoretical and practical one. The firstly mentioned one briefly describes legal regulations of cross-border mergers, with the main focus on their accounting and tax aspects adapted by Czech and Slovak legislative framework. Further, hypothetical comparison of accounting and tax differences is performed especially for cross-border mergers to Czech Republic and to Slovak Republic. In second part, author applies this theoretical comparison to particular real case. The work also includes the analysis of cross-border mergers carried out in Czech and Slovak Republic in 2008 -- 2011 that are listed in Appendix 1. The primary objective of this thesis is to explore the accounting and tax apects of cross-border mergers in Slovak Republic.

During the last century, not only the legal literature but also the literature in many fields along with government efforts on all levels, were all mainly devoted to the debate of trade liberalization in general, and specifically to the case of the expected gains from using international agreements as a tool to remove the trade barriers. Meanwhile, all the parties have paid little attention to profound questions about identifying the impediments that they are facing and the other possible options that might maximize the general welfare, which are the cross-border merger and acquisition transactions. This dissertation will address that under-researched question, and it will try to identify some of those impediments that are facing the cross-border merger and acquisition transactions. The dissertation will mainly focus on the different premerger control laws that are adopted around the globe, as an impediment that faces the cross-border mergers and acquisitions, and it will try to identify the drawbacks of those laws and most importantly develop and examine reforming proposals. The underlying result of this dissertation will reveal that the multijurisdictional premerger control laws across the globe have numerous drawbacks that are actual impediments that face mergers and acquisitions in general, and especially the cross-border transactions. In addition to that, the best reformative option is the abolishing of the premerger control laws, or in other words the deregulation of the cross-border merger and acquisition transactions. The conclusion of this dissertation is that using the law as a useful tool should be reinvented on two dimensions, at one end of the spectrum the law should enable the state possibilities that are required to give a hand and facilitate the entry to markets, by abolishing the premerger control laws i.e. deregulating mergers and acquisitions, and at the other end of the spectrum the law should grant the state the power to monitor and challenge those practices that might cause harm to employees or consumers, before the courts, along with the primary power to challenge anticompetitive behaviors.

Ciências Empresariais / Nos últimos anos, talvez nenhum assunto na área da Gestão Internacional tenha recebido o mesmo nível de atenção como a escolha do modo de entrada de IDE, em particular, a decisão entre adquirir uma empresa estrangeira já existente ou estabelecer uma nova filial no exterior. Todavia, os resultados, longe de serem consensuais, têm sido fornecidos por estudos ao nível da empresa. Uma questão interessante, e ainda não explorada, é a evidência empírica acerca da existência de factores macroeconómicos específicos a cada modo de entrada. Uma outra problemática que carece igualmente de investigação diz respeito aos efeitos potenciais que as F&A internacionais e os investimentos de raiz (IR) exercem no crescimento económico dos países recipientes. Estas constituem as duas questões centrais deste trabalho. Ao nível da primeira questão, estendemos o trabalho de Globerman e Shapiro (2005) com vista a investigar, não só os determinantes macroeconómicos específicos das F&A internacionais, mas também os dos IR, adoptando um painel de 53 países, ao longo do período 1996-2006. Encontramos evidência que nos permite concluir que, apesar da existência de um conjunto de variáveis que são comuns a todos os modos de IDE (como a dimensão da economia, o grau de abertura ao exterior, o índice de governação e o índice de desenvolvimento humano), existem outras variáveis que parecem ser específicas do modo de entrada. Entre estas, o grau de protecção ao investidor e as variáveis associadas ao contexto cultural parecem desempenhar um papel importante na explicação das F&A internacionais e dos IR, respectivamente. Além disso, não encontramos diferenças significativas entre os países desenvolvidos e os países em desenvolvimento, no que respeita aos determinantes específicos do modo de entrada Na segunda questão foi conduzida uma análise inovadora para estudar a relação entre o IDE e o crescimento económico, distinguindo entre os efeitos das F&A internacionais e os dos IR. A evidência sugere a existência de uma relação causal bidireccional entre o IDE / as F&A e o crescimento económico. Constatamos ainda que o crescimento económico causa os IR, mas o inverso não é verdadeiro. Adicionalmente, com base na estimação de um modelo estrutural de crescimento, os resultados indicam uma relação positiva entre o IDE de raiz e o crescimento económico, em ambos os grupos de países. Ao invés, as F&A internacionais tendem a exercer um impacto negativo no crescimento económico dos países em desenvolvimento e não significativo, no caso dos países desenvolvidos. / In the last years there were few subjects in International Management that have received so much level of attention as the FDI entry mode choice, in particular, the decision between acquiring an already existing foreign firm or establishing a new firm in a foreign country. However, the results, far from being consensual, have been supplied by firm-level studies. An interesting question, not yet explored, is the empirical evidence related to the existence of macroeconomic mode-specific determinants. Another issue which requires investigation is related to the potential effects that cross border mergers and acquisitions (M&A) and greenfield investments cause on host countries economic growth. These are the two central questions of the present study. In what concerns the first question, we extended the work by Globerman and Shapiro (2005) in order to investigate, not only the macroeconomic specific determinants of cross border M&A, but also those of greenfield investments. We adopted a panel data set of 53 countries, over the period 1996-2006. We have found evidence that allow us to conclude that, despite the existence of a group of mode-encompassing variables (such as economy s size, openness, governance and human development index) there are others that seem to be mode-specific variables. Among these, the degree of investor protection and cultural context variables seem to play an important role in the explanation of cross border M&A and greenfield investments, respectively. In addition, we did not found significant differences between developed and developing countries, with respect to entry mode-specific determinants. In the second question a new approach was introduced to study the relationship between FDI and economic growth, while distinguishing the effects of cross border M&A and the ones of greenfield investments. The evidence suggests that there is bidirectional causality between FDI / M&A and economic growth. We have also concluded that economic growth causes greenfields, but the reverse is not true. Moreover, based on the estimation of a structural growth model, the results indicate a positive relationship between greenfield investments and economic growth, in both groups of countries. Instead, cross border M&A seem to exert a negative effect on the economic growth of developing countries and insignificant on developed countries.

Šiame magistro baigiamajame darbe išsamiai analizuojama vienos valstybės ribas peržengiančio įmonių jungimosi problematika Europos Sąjungoje ir Lietuvoje. Nagrinėjami trys vienos valstybės ribas peržengiančio jungimosi būdai: vienos valstybės ribas peržengiantis įmonių jungimasis vadovaujantis Europos Bendrijų Teisingumo Teismo sprendimu SEVIC byloje, vienos valstybės ribas peržengiantis akcinių bendrovių jungimasis pagal ES Tarybos Reglamentą 2157/2001 ir vienos valstybės ribas peržengiantis ribotos atsakomybės bendrovių jungimasis pagal Dešimtąją direktyvą ir juos įgyvendinančius nacionalinius teisės aktus. Darbą sudaro keturi skyriai. Pirmajame skyriuje aptariamos dvi vyraujančios teorijos dėl įmonėms taikytinos teisės, t.y. inkorporacijos ir realios buveinės teorijos, ir analizuojamas šių teorijų poveikis vienos valstybės ribas peržengiančiam jungimuisi. Prieinama prie išvados, jog būtent nuo to, kokios valstybės teisė bus taikoma konkrečiai įmonei, didžia dalimi, kiek to nereglamentuoja atitinkami Europos Sąjungos teisės aktai, priklausys ir pats jungimasis, t.y. tokie klausimai kaip kreditorių, akcininkų, obligacijų turėtojų ir darbuotojų teisių apsauga ir pan. Antrajame skyriuje vienos valstybės ribas peržengiantis įmonių jungimasis analizuojamas Europos Bendrijų Teisingumo Teismo sprendimo SEVIC byloje kontekste ir prieinama prie išvados, jog vienos valstybės ribas peržengiančiame jungimesi turi teisę dalyvauti visos įmonės, kaip jos apibrėžtos Europos Bendrijų... [toliau žr. visą tekstą] / The issues of company’s cross-border mergers in European Union and Lithuania are thoroughly analyzed in this master thesis. Three cross-border merger ways are scrutinized herein: cross-border mergers of the companies pursuant to the decision of the Court of Justice of the European Communities in SEVIC case, cross-border mergers of the public limited liability companies pursuant to EU Council Regulation 2157/2001, and cross-border mergers of the limited liability companies pursuant to Tenth Directive and pursuant to national legal acts implementing above European Union legal acts. The thesis is composed of four sections. Two prevailing theories on issues of applicable law to companies, i.e. incorporation and real seat theories, and its effect to cross-border mergers are discussed in the first section. It is approached herein to the conclusion that cross-border mergers largely depend exactly on the law of the state applicable to company in so far as European Union legal acts prescribe otherwise, i.e. such issues like the creditors, shareholders, debenture holders, and employees rights protection and etc. Cross-border mergers of companies in the context of the decision of the Court of Justice of the European Communities in SEVIC case are analyzed in the second section and it is approached to the conclusion herein that all companies as they are described in Article 48 of the Treaty Establishing European Community are entitled to participate in cross-border mergers with the... [to full text]

Diploma thesis Analysis of cross border mergers in Czech Republic and Hungary consists of two parts theoretical and practical one. The first part briefly describes general terms that are necessary for better understatement in terms of mergers and acquisitions. The first half of the theoretical part focuses on key steps and regulations (law, accounting and taxes) that need to be fulfilled to make a cross border merger in Czech Republic. In the second half, the same steps are being analyzed, but from the Hungarian point of view. The last part, the practical one, shows the accomplished cross border mergers in Hungary from years 2013 to 2017. The main goal of the thesis is to explore the legal, accounting and tax aspects of cross border mergers in Czech Republic and in Hungary.