隨著全球化進程的演進，跨國合併與收購（“並購）活動日益頻繁。該經濟現象引發了學術界和業界的普遍關注。然而，關於跨國並購活動的動機及其所面臨的挑戰方面的研究尚十分有限。 / 本論文包含了兩篇關於跨國並購的實證研究。第一部份分析了不同國家在會計體系上的差異對跨國並購的影響。第二部份則研究不同國家國民之間的信任程度，對跨國並購的影響。 / 在第一部份，本人對一九九零至二零零九年間來自三十七個國家的公司之間的跨國並購進行了實證分析。本人重點考察了不同國家在會計體系上差異的兩個方面。第一種差異是各個國家總體的會計信息質量的差異。另一種則是各國使用的本國會計準則的差異。分析表明，當收購方所在國的會計信息質量，較被收購方所在國的會計信息質量高的時候（即較大的會計信息質量差異），發生在兩國之間的跨國並購數目較小。類似的，跨國並購數目與兩國的會計準則差異程度也呈負相關關係。利用二零零五年眾多國家強制採用統一的國際財務報告準則這一事件，本人發現跨國並購在採用國際財務報告準側的國家之間的分佈，與會計差異的關聯程度下降。進一步分析表明，上述觀察到的關係無法被其他可能的因素解釋。 / 對個別並購業務層面的分析表明，當跨國並購發生在兩個會計信息質量差異較大的國家之間時，收購方在並購公告日的股票超额收益率較低。此外，本人還發現國家間較大的會計質量差異與較小的並購協調效應相關。總而言之，上述證據為以下假說提供了支持，即較大的國家間會計質量差異增加了信息成本，降低了跨國並購活動的效益。分析結果也提供了一定的證據，表明國家間會計準則的差異性降低了跨國兼併與收購的效益。 / 在第二部份，本人利用跨國並購這個環境，考察了不同國家國民之間的互相信任程度對其跨國經濟活動的影響。本人採用了對十九個發達國家之間互相信任程度的度量。研究發現，跨國兼併與收購的數量與收購方國家對被收購方國家的信任程度呈正相關關係。當被收購方國家的法律制度較差或信息環境較不透明的時候，此種效應更加顯著。本人還發現收購方對於來自高信任度國家的收購目標，會支付較高的收購溢價。這些證據表明，信任程度在跨國並購活動中扮演著重要的角色。 / Cross-border mergers and acquisitions (M&A) are becoming more and more popular with the progress of globalization. This economic phenomenon triggers interest both in academia and industry. However, research on the motivations and challenges faced by cross-border M&A is still limited. / This thesis contains two empirical studies on cross-border M&As. Part I analyzes the influence of differences in accounting regimes across countries on cross-border M&A activity. Part II investigates the role of bilateral trust between countries on cross-border M&A activity. / Specifically, in the first part, I perform analyses using a comprehensive sample of cross-border M&As among companies from 37 countries in 1990-2009. I focus on two key differences in accounting regimes across countries. One is the difference in overall accounting information quality. The other is the difference in local accounting standards. I find that the volume of cross-border M&A transactions is smaller when the acquirer country has higher accounting quality than the target country (i.e., large accounting quality difference). Similarly, I also find that the volume of cross-border M&A transactions is negatively associated with difference in accounting standards. Using the event of mandatory adoption of International Financial Reporting Standards (IFRS) in 2005, I find that the distribution of cross-border M&A volume across IFRS-adoption countries becomes less sensitive to accounting difference. Further analyses suggest that the observed relation is robust to model specifications incorporating other alternative explanations. / Deal level analysis further suggests that cross-border M&As between countries with larger accounting quality differences have lower acquirer announcement returns. Also, I find some evidence that large accounting quality distance is related to smaller synergy of cross-border M&As. Taken together, the evidence provides strong support to the hypothesis that large accounting quality difference incurs large information costs and thus harms the profitability of cross-border M&As. The results also provide some support for the negative effect of discrepancy in local accounting standards on the profitability of cross-border M&As. / In the second part, I examine the role of bilateral trust in economic activities utilizing the setting of cross-border M&As. Employing a novel measure of bilateral trust between 19 developed countries, I find that the volume of cross-border mergers and acquisitions are positively associated with the level of trust from the acquirer country to the target country. This effect is more pronounced when the target country has a poorer legal institution or a less transparent information environment. I also find that the acquirers pay higher premiums when they acquire firms from highly-trusted countries. The evidence suggests that the level of trust plays an important role in cross-border mergers. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Zou, Huan. / Thesis (Ph.D.)--Chinese University of Hong Kong, 2012. / Includes bibliographical references (leaves 107-109). / Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Abstract also in Chinese. / Chapter PART I. --- The Role of Accounting Difference in Cross-Border Mergers and Acquisitions / Chapter Chapter 1 --- Introduction --- p.1 / Chapter Chapter 2 --- Literature and Hypothesis --- p.9 / Chapter 2.1 --- Literature on cross-border M&As --- p.9 / Chapter 2.2 --- Literature on the role of accounting information in investments --- p.11 / Chapter 2.3 --- Hypothesis development --- p.13 / Chapter Chapter 3 --- Data and Sample --- p.19 / Chapter 3.1 --- Sample construction --- p.19 / Chapter 3.2 --- Measuring accounting difference --- p.20 / Chapter Chapter 4 --- Accounting Difference and Cross-border Merger Volume --- p.23 / Chapter 4.1 --- Model specification --- p.23 / Chapter 4.2 --- Empirical results --- p.26 / Chapter 4.3 --- Additional analyses --- p.30 / Chapter Chapter 5 --- Accounting Difference and Merger Gains --- p.41 / Chapter 5.1 --- Accounting difference and acquirer announcement returns --- p.41 / Chapter 5.2 --- Accounting difference and synergy gains of cross-border mergers --- p.45 / Chapter Chapter 6 --- Conclusion --- p.47 / References --- p.49 / Chapter Appendix I: --- Variable Definitions --- p.54 / Chapter PART II. --- Does Trust Matter in Economic Exchanges? Evidence from Cross-border Mergers / Chapter Chapter 7 --- Introduction --- p.79 / Chapter Chapter 8 --- Literature and Hypothesis --- p.83 / Chapter 8.1 --- Literature review --- p.83 / Chapter 8.2 --- Hypothesis development --- p.85 / Chapter Chapter 9 --- Data and Sample --- p.87 / Chapter 9.1 --- Sample construction --- p.87 / Chapter 9.2 --- Measuring bilateral trust --- p.87 / Chapter 9.3 --- Other factors in the market of cross-border M&As --- p.89 / Chapter 9.4 --- Sample description --- p.90 / Chapter Chapter 10 --- Bilateral Trust and Cross-border M&A Flows --- p.92 / Chapter 10.1 --- Empirical model --- p.92 / Chapter 10.2 --- Empirical results --- p.93 / Chapter 10.3 --- Additional analyses: controlling for the effect of culture distance --- p.95 / Chapter 10.4 --- Robustness checks --- p.96 / Chapter 10.5 --- The role of trust in different legal environments --- p.98 / Chapter 10.6 --- The role of trust in different information environments --- p.99 / Chapter Chapter 11 --- Bilateral Trust and Cross-border M&A Premium --- p.102 / Chapter Chapter 12 --- Conclusion --- p.104 / References --- p.106 / Chapter Appendix II-A: --- Bilateral trust --- p.109 / Chapter Appendix II-B: --- Variable Definitions --- p.110

本文包含了两篇关于美国并购的实证研究。第一篇论文（题目为“并购中财务顾问的地理相邻性与并购的价值创造“）研究了财务顾问的地理位置是否对并购的业绩有影响。研究发现，在目标公司所在州设有总部或分支机构的财务顾问 （即地方财务顾问）能帮助收购公司获得更高的回报。此地方财务顾问效应主要体现在信息不对称性高和不确定性大的交易上，即当收购公司和被收购公司来自不同的行业，被收购公司来自高科技行业，以及被收购公司来自人口较少的地区。与没有雇佣地方财务顾问的公司比，雇佣了地方财务顾问的公司支付更少的收购溢价，收购完成的时间更短，而且能够帮助收购方获得更大比例的协同效应。最后，研究还发现地方财务顾问会因为他们的优势而收取较高的费用。 / 第二篇论文（题目为“融资约束和并购中的协同效应“）研究致力于同一行业中更好匹配投资机会和公司资金的收购是否能创造协同效应。本文构造了融资约束差这个新变量来描述收购方和被收购方在融资约束方面的不同，同时还构造了一个哑元变量来表示融资受到约束的目标公司被融资未约束的收购公司收购的交易。研究发现协同效应与该融资约束差变量和哑元变量都显著正相关。这种正相关集中表现在竞争行业。不受融资约束的收购方比被融资约束的目标方有更强的谈判力，前者分得协同效应的较大比例。而且，融资约束差对收购者的回报有显著正效应。该协同效应产生的有效性不仅仅是由于缓解了目标方的融资约束，更是来源于同一行业中资源的重新分配利用。 / This thesis consists of two empirical studies on US mergers and acquisitions. The first essay (titled “Geographical Proximity of Financial Advisors and Value Creation in Mergers and Acquisitions“) studied whether investment banks’ physical location matters to the acquisition performance when they serve as financial advisors in the deals. I find that acquirers advised by financial advisors with local presence in target states (i.e. local advisors) achieve better acquisition performance in terms of acquirer returns compared with acquirers who do not employ local advisors. The positive effect of local advisors is concentrated in deals with higher information asymmetry and with more uncertainty about target value, e.g., diversifying deals, targets in high-tech industries, and targets located in non-metro areas. The presence of a local advisor reduces takeover premium, shortens time to completion, and helps acquirers obtain a larger share of synergies. Last, I find that local advisors are rewarded with higher advisory fees for their superior service. / The second essay (titled “Financial Constraints and Synergy Gains from Mergers and Acquisitions“) investigates whether synergy gain is generated from a matching of acquirer’s financial slack with target’s investment opportunities in the same industry. I compute the difference in a financial constraint index between the target and the acquirer. I also construct an indicator for the acquisitions in which an unconstrained firm acquires a constrained firm in its industry. I find that the synergy measure is significantly positively related to the financial constraint difference and the indicator, respectively. The positive relationship between synergy and difference in financial constraints is more pronounced in industries with a higher level of product market competition. When dividing the gains between the bidder and the target, the unconstrained bidder gains a larger share of synergies compared to its constrained target. Further analysis shows the merger efficiency does not only come from the target’s financial constraint but from potential resource reallocation in the same industry. / [essay 1]. Geographical proximity of financial advisors and value creation in mergers and acquisitions -- [essay 2]. Financial constraints and synergy gains from mergers and acquisitions. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Duan, Yang. / Thesis (Ph.D.)--Chinese University of Hong Kong, 2013. / Includes bibliographical references (leaves 90-93). / Abstracts also in Chinese. / Abstract --- p.i / Acknowledgements --- p.iii / List of Tables --- p.vi / Chapter Chapter 1 --- Introduction --- p.1 / Chapter Chapter 2 --- Geographical Proximity of Financial Advisors and Value Creation in Mergers and Acquisitions --- p.10 / Chapter 2.1 --- Introduction --- p.10 / Chapter 2.2 --- Sample and Data --- p.17 / Chapter 2.2.1 --- Sample Selection Criteria --- p.17 / Chapter 2.2.2 --- Sample Statistics --- p.23 / Chapter 2.3 --- The effect of the local advisors on acquirer returns --- p.30 / Chapter 2.3.1 --- Baseline analysis --- p.30 / Chapter 2.3.2 --- Cross-sectional variation in the effect of local advisors on acquirer returns --- p.36 / Chapter 2.3.3 --- Correcting for endogeneity of hiring local advisors --- p.39 / Chapter 2.3.4 --- Correcting for potential sample selection bias --- p.43 / Chapter 2.4 --- More evidences on the effect of local advisor --- p.47 / Chapter 2.4.1 --- Deal premium --- p.47 / Chapter 2.4.2 --- Time to completion --- p.50 / Chapter 2.4.3 --- Synergy gains --- p.53 / Chapter 2.4.4 --- Other Tests --- p.56 / Chapter 2.5 --- The effect of local advisor on advisory fees --- p.61 / Chapter 2.6 --- Conclusion --- p.64 / Chapter Chapter 3 --- Financial Constraints and Synergy Gains from Mergers and Acquisitions --- p.65 / Chapter 3.1 --- Introduction --- p.65 / Chapter 3.2 --- Sample Construction and measure of financial constraints --- p.70 / Chapter 3.2.1 --- Financial constraints --- p.70 / Chapter 3.2.2 --- Sample Description --- p.72 / Chapter 3.2.3 --- Other variables constructions --- p.73 / Chapter 3.3 --- Empirical results --- p.77 / Chapter 3.3.1 --- Baseline regression --- p.77 / Chapter 3.3.2 --- The effect of industry competition --- p.80 / Chapter 3.3.3 --- The division of the synergy gains --- p.83 / Chapter 3.4 --- Additional tests --- p.86 / Chapter 3.4.1 --- Are the results only driven by the target’s constraint? --- p.86 / Chapter 3.4.2 --- Sensitivity tests --- p.87 / Chapter 3.5 --- Conclusion --- p.89 / Reference --- p.90 / Chapter Appendix A --- Variable Definitions in Chapter 2 --- p.94 / Chapter Appendix B: --- Variable Definitions in Chapter 3 --- p.97

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The main part of this thesis was devoted to applying performance measures in the analysis of mergers and acquisitions. Performance measures take into account the profitability of a company and the risk associated to that company.To analyze potential post-merger synergies one can combine the pre-merger financial results of two companies and calculate the value of an applicable performance measure. If the value exceeds that of the bidder by itself the merger is said to generate positive synergies. The thesis demonstrates how the calculations can be performed as well as advantages and disadvantages of various performance measures. Most performance measures involve company's returns. It was shown that only quarterly return is a reliable source of information about company's performance. To deal with quarterly data annualization method for all applicable ratios was developed. Several examples were created to demonstrate advantages and disadvantages of annualized applicable performance measures. Three real-world examples of recent acquisitions in Canada and USA were given and analyzed . / Mathematical Finance

This paper examines the performance of risk arbitrage in Taiwan. Benchmarking the returns on the risk arbitrage portfolio against the CAPM and Fama-French three-factor models, the risk arbitrage portfolio produces an abnormal return of 1% per month over the period from June 1999 to April 2007. However, after adjusting for transaction costs, the returns are no longer statistically significant. On the other hand, results indicate that risk arbitrage portfolio returns are negatively correlated with market returns, and the returns tend to have a linear relationship with the market.

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Abstract In order to increasing competitiveness, one of the most important trends is popularity of merges among Taiwanese firms. Many possible merges, however, were terminated before realization. This study finds that the completion rate is only about one fifth for all merging cases. This study compares four cases to understand reasons why corporations terminate merges before completing the merging processes. The four cases are ¡§Sampo and TECO¡¨, ¡§Twinhead and Uniwill¡¨, ¡§Yuen Foong Yu and Chung Hwa Pulp¡¨, and ¡§First Commerical Bank, Ta An Bank and Pan Asia Bank.¡¨ Collecting and analyzing data and reports from printed medias, this research finds that pursuing economy of scale and increasing market power are two most important motivations for corporate merges. There are seven important reasons for merge terminations: Intention of major shareholders, Share swap proportion, Management right, Opposition from employees, Regulations, Government intervention, and Politicians¡¦ influences.

Thesis (Ph. D.)--University of Texas at Austin, 2002. / Vita. Includes bibliographical references. Available also from UMI Company.

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