Diversos estudos apontam que as aquisições gerariam riqueza para os acionistas das empresas adquiridas, mas que para os acionistas adquirentes, estas atividades seriam projetos com valor presente líquido nulo. Com base nestas evidências, este trabalho investiga se uma das motivações para tais atividades residiria no objetivo dos gestores de reduzir o risco de suas carteiras de investimento, as quais seriam, teoricamente, menos diversificadas que aquela de seus acionistas, e concentradas em suas respectivas empresas. Gestores e acionistas teriam assim um conflito quanto ao nível de risco sistêmico e não-sistêmico que a empresa deveria assumir. Este conflito influenciaria não somente a variância dos retornos da empresa, mas também o próprio retorno médio aos acionistas e poderia ser considerado um custo de agência. O objetivo deste trabalho foi o de investigar se as aquisições alteram o risco total, o risco sistêmico e o risco não-sistêmico do retorno das ações das empresas adquirentes não-financeiras, de capital aberto e listadas na Bolsa de Valores de São Paulo. As hipóteses do estudo testaram essas relações para uma amostra de 34 aquisições realizadas entre os anos de 1997 e 2005. Os resultados do estudo apontaram que a variância total das empresas adquirentes se reduziu após as aquisições, de forma estatisticamente significante. Decompondo-se a variância total em seus dois componentes - sistêmico e não-sistêmico, os resultados indicaram, entretanto, que essa redução da variância total decorreu da redução do risco não-sistêmico. Ao contrário do que foi proposto, verificou-se assim que a relação risco-retorno das empresas adquirentes, segundo a moderna teoria de finanças, não foi alterada após a aquisição das empresas-alvo, não gerando, deste modo, custos de agência relacionados ao desbalanceamento da carteira de investimento dos acionistas adquirentes. O retorno acima do ativo livre de risco da empresa adquirente e o risco sistêmico não apresentaram alteração estatisticamente significante. A combinação de empresas não afetaria, por isso, a exposição da adquirente a riscos sistêmicos, mas auxiliaria na redução dos riscos não-sistêmicos a que os gestores estariam expostos.Complementarmente ao objetivo principal, investigaram-se quais das variáveis independentes, identificadas em estudos anteriores como relacionadas aos eventos de aquisição, poderiam influenciar na alteração do risco não-sistêmico das empresas adquirentes da amostra selecionada. A análise dos resultados das regressões indicou que o ajuste linear não se mostrou o mais adequado para representar a relação entre a variação do risco não-sistêmico e as demais variáveis independentes, seja de forma individual ou simultânea. Desta forma, os resultados não foram conclusivos quanto aos fatores que influenciariam na redução do risco não-sistêmico das empresas adquirentes. / Previous research indicates that acquisitions create value for target shareholders, but for acquirers, such activities could be considered projects with no net present value. Considering such evidences, this research investigates whether one of the motivations for such activities could reside on the managers\' goal of reducing their investment portfolio risk. Such portfolio, theoretically, would be less diversified than that of their shareholders and concentrated on their respective organizations. Thus, managers and shareholders would have a conflict regarding the level of systemic and non-systemic risk which their companies should incur. Such conflict would impact not only the variance of the returns, but also the shareholders´ average returns, and could be considered an agency cost. The goal of this study was to investigate whether acquisitions modify the total, the systemic and the non-systemic risks of stock returns of non-financial acquirers listed in the São Paulo stock exchange. The hypothesis of this research tested such relationships for a sample of 34 acquisitions performed between 1997 and 2005. The results indicated that acquirers´ total variance was reduced after the acquisitions, and that such reduction was statistically significant. Partitioning the total variance in its two components - systemic and non-systemic, the results indicated that the reduction in the total variance derived from the reduction in its non-systemic component. Thus, the results pointed out that the relationship between acquirers´ risk and return, according to the modern financial theory, was not altered, and, in this way, did not generate agency costs related to the rebalancing of acquirers´ investment portfolio. The acquirer stock return over the risk-free asset and the systemic risk did not change in a statistically significant way. Enterprise merger, in this way, would not impact the acquirer\'s exposition to systemic risk, but would assist in the reduction of non-systemic risks to which managers are exposed. In addition to the mentioned goal, this research investigated which independent variables, identified in previous studies as related to acquisition events, could influence in the change of acquirers´ non-systemic risk. The linear regression results pointed out that the linear adjustment did not show to be an adequate representation of the relationship between non-systemic risk and the independent variables, individually or simultaneously. Thus, the results were inconclusive regarding the factors which could influence the reduction in acquirers´ non-systemic risk.

Mergers and acquisitions (M&As) of private target firms is a common phenomenon and being acquired is the desired outcome for some private firms, as it is the path to wealth creation for these firm’s owners and investors. However, this M&A type has received limited attention in the literature, especially from the perspective of the target firm. Furthermore, neither a theoretical model to explain the phenomenon where the goal of the target firm is to be acquired in M&A, nor an indicator to gauge wealth creation for such firms were identified in the review of the literature. This paper established that, because being acquired in a M&A may be the goal, the wealth generated from the M&A is the outcome or performance indicator for such firms. The outcomes of M&As depend, among other factors, on the acquiring firm’s perception of the target firm’s value. Thus, this paper coined the term ‘private firm’s attractiveness as an acquisition target’, and built on the resource based view of the firm and signaling theory to identify factors that influence a private firm’s attractiveness to acquirers. Furthermore, private firm’s attractiveness as an acquisition target was used as the bridge between the acquiring firm perspective and target firm perspective in a M&A. The resource-based view of the firm and the signaling theory were used jointly in building the theoretical framework for hypotheses development. Hypotheses were tested using a sample of 222 acquisitions of US private target firms by US public acquiring firms. Hierarchical regression with inverse mills ratio, as well as two-step Heckman model were used to address the potential selection hazard. Results provided strong support for most hypotheses, and showed that investor involvement, target firm’s industry innovativeness, and target firm’s emphasis on growth in human capital were positively related to the private firm’s attractiveness as an acquisition target. Furthermore, the effects of emphasis on growth in human capital were stronger when the target firm’s growth in revenue was lower and when the target firm operated in a more innovative industry. The effects of emphasis on growth in revenue were stronger when the target firm operated in a less innovative industry. / Includes bibliography. / Dissertation (Ph.D.)--Florida Atlantic University, 2018. / FAU Electronic Theses and Dissertations Collection

The Irish Institute of Technology (hereinafter referred to as IoT) sector is poised to undergo a period of transformation, consolidation and system reconfiguration, to be brought about through a series of institutional mergers, collaborations and alliances. This research focuses on the Irish higher education (hereinafter referred to as HE) landscape, and in particular, on the journey of three groups of IoTs (hereinafter referred to as Alliances) as they plan to merge and subsequently apply to be re-designated as technological universities (hereinafter referred to as TUs). This research provides a contemporaneous account of how the Irish IoTs are organising themselves for merger and examines the substantial challenges which lie therein. By examining and comparing three Alliances which are undergoing a similar process but with varying degrees of success, this research explores the key factors which facilitate on one hand, and/or inhibit on the other, merger negotiations and the merger process in HE, both at a system and institutional level. This knowledge will be useful to policy makers and other higher education institutions (hereinafter referred to as HEIs), particularly in Ireland’s IoT sector, which is likely to experience a wave of mergers over the coming decade. It also contributes to the relatively scant body of literature on the nature of and the factors impacting upon the merger process in higher education, and of mergers in the Irish HE context. A qualitative study, employing a multiple case study approach, was adopted. Based upon a thematic analysis of data gathered from the three cases, this research identifies and categorises the key factors that are perceived to facilitate on the one hand, or inhibit on the other, the merger process in HE, both at a system and institutional level. A framework consisting of political, strategic, operational, emotive, historic and cultural factors is proposed, examined and discussed, and recommendations for both institutional and system level actors are provided. In addition, this research proposes a micro-political model which details the various phases through which HE mergers proceed, and argues that it is the macro and micro-political and emotive factors, rather than strategic or operational factors, which have the most powerful influence on the merger process.

The main objective of this dissertation is to provide insight into commercial bank decisionmaking in the United States. To this end, commercial bank behavior is explored in three separate essays. Chapter 1 examines the liquidity adjustment behavior of U.S. commercial banks from 1993-2006. A panel vector autoregressive framework is employed to estimate the dynamic responses of bank loans and liquid assets to a variety of bank funding shocks. Orthogonalized impulse responses reveal that banks respond to disruptions in funding by extending less credit and hoarding liquid assets. This paper also highlights functional differences between small and large banks. Large banks generally have access to capital markets and other external funding sources; small banks do not. As a result, small banks are more sensitive to funding disruptions. Balance sheet liquidity is also vitally important for small banks. Small, liquid banks are able to continue lending in response to disruptions in core deposits while illiquid banks are forced to cut lending. Chapter 2 investigates the effects of bank mergers on deposit growth over the period 1994- 2005. The present study differentiates between mergers initiated by small and large banks. We find empirical evidence of deposit runoff to go along with the anecdotal evidence known to the banking community. Contrary to expectation, mergers initiated by large commercial banks are able maintain their deposit levels while mergers between small banks generally lose deposit funding. Chapter 3 analyzes the impact of the Dodd-Frank Act on key segments of the mortgage market. Error correction models of the residential real estate loan share and the non-jumbo loan share indicate that the Dodd-Frank Act coincided with a dramatic decline in both loan share measures. For example, the Dodd-Frank Act had a negative, long-run effect on the non-jumbo loan share for large commercial banks; reducing the non-jumbo loan share by 15.13%. Moreover, the residential real estate share declined by 8.79%. These findings are consistent with commercial banks re-allocating their loan portfolios in favor of high dollar C&I loans, commercial real estate loans, and jumbo mortgages in response to the increased fixed compliance costs of originating loans under the Dodd-Frank Act.

This thesis examines the role of endogenous size processes in the stability and price setting decisions of cartels. Chapter One analyses how the stability of cartels de- pends on the level of horizontal product differentiation and on costs of collusion under the premise that a cartel can consist of less than all firms in an industry. It is shown that when the size of the cartel is determined endogenously, it is possible that increased costs of collusion make a cartel more stable. Chapter Two analyses how the price setting of firms in collusive industries is affected by three different penalty regimes: i) profits, ii) overcharge, and iii) revenue based penalties. It is found that penalties influence price setting in two ways: directly, by affecting the industry price for a given cartel size and indirectly by affecting cartel size and thereby the price charged. When the penalties are equally tough, in the sense that they deter cartels over the same group of products, over- charge based penalties always lead to the lowest prices, followed by prices computed under profits based penalties and then revenue based penalties. For very few combinations of product differentiation and market size, revenue based penalties lead to lower prices than profits based penalties. Finally, Chapter Three presents a model in which collusive stability is analysed in a dynamic setting of free entry, exit and mergers. Contrary to the previous literature it shows that stable and profitable collusion is possible under free entry, without the need for cartels to play entry deterring strategies. Furthermore, the empirical evidence that a breakdown of collusion can lead to increased merger activity is replicated. An additional contribution of this model is that it defines a new notion of a long run sustainable competitive market size under merger and entry.

Diversos estudos apontam que as aquisições gerariam riqueza para os acionistas das empresas adquiridas, mas que para os acionistas adquirentes, estas atividades seriam projetos com valor presente líquido nulo. Com base nestas evidências, este trabalho investiga se uma das motivações para tais atividades residiria no objetivo dos gestores de reduzir o risco de suas carteiras de investimento, as quais seriam, teoricamente, menos diversificadas que aquela de seus acionistas, e concentradas em suas respectivas empresas. Gestores e acionistas teriam assim um conflito quanto ao nível de risco sistêmico e não-sistêmico que a empresa deveria assumir. Este conflito influenciaria não somente a variância dos retornos da empresa, mas também o próprio retorno médio aos acionistas e poderia ser considerado um custo de agência. O objetivo deste trabalho foi o de investigar se as aquisições alteram o risco total, o risco sistêmico e o risco não-sistêmico do retorno das ações das empresas adquirentes não-financeiras, de capital aberto e listadas na Bolsa de Valores de São Paulo. As hipóteses do estudo testaram essas relações para uma amostra de 34 aquisições realizadas entre os anos de 1997 e 2005. Os resultados do estudo apontaram que a variância total das empresas adquirentes se reduziu após as aquisições, de forma estatisticamente significante. Decompondo-se a variância total em seus dois componentes - sistêmico e não-sistêmico, os resultados indicaram, entretanto, que essa redução da variância total decorreu da redução do risco não-sistêmico. Ao contrário do que foi proposto, verificou-se assim que a relação risco-retorno das empresas adquirentes, segundo a moderna teoria de finanças, não foi alterada após a aquisição das empresas-alvo, não gerando, deste modo, custos de agência relacionados ao desbalanceamento da carteira de investimento dos acionistas adquirentes. O retorno acima do ativo livre de risco da empresa adquirente e o risco sistêmico não apresentaram alteração estatisticamente significante. A combinação de empresas não afetaria, por isso, a exposição da adquirente a riscos sistêmicos, mas auxiliaria na redução dos riscos não-sistêmicos a que os gestores estariam expostos.Complementarmente ao objetivo principal, investigaram-se quais das variáveis independentes, identificadas em estudos anteriores como relacionadas aos eventos de aquisição, poderiam influenciar na alteração do risco não-sistêmico das empresas adquirentes da amostra selecionada. A análise dos resultados das regressões indicou que o ajuste linear não se mostrou o mais adequado para representar a relação entre a variação do risco não-sistêmico e as demais variáveis independentes, seja de forma individual ou simultânea. Desta forma, os resultados não foram conclusivos quanto aos fatores que influenciariam na redução do risco não-sistêmico das empresas adquirentes. / Previous research indicates that acquisitions create value for target shareholders, but for acquirers, such activities could be considered projects with no net present value. Considering such evidences, this research investigates whether one of the motivations for such activities could reside on the managers\' goal of reducing their investment portfolio risk. Such portfolio, theoretically, would be less diversified than that of their shareholders and concentrated on their respective organizations. Thus, managers and shareholders would have a conflict regarding the level of systemic and non-systemic risk which their companies should incur. Such conflict would impact not only the variance of the returns, but also the shareholders´ average returns, and could be considered an agency cost. The goal of this study was to investigate whether acquisitions modify the total, the systemic and the non-systemic risks of stock returns of non-financial acquirers listed in the São Paulo stock exchange. The hypothesis of this research tested such relationships for a sample of 34 acquisitions performed between 1997 and 2005. The results indicated that acquirers´ total variance was reduced after the acquisitions, and that such reduction was statistically significant. Partitioning the total variance in its two components - systemic and non-systemic, the results indicated that the reduction in the total variance derived from the reduction in its non-systemic component. Thus, the results pointed out that the relationship between acquirers´ risk and return, according to the modern financial theory, was not altered, and, in this way, did not generate agency costs related to the rebalancing of acquirers´ investment portfolio. The acquirer stock return over the risk-free asset and the systemic risk did not change in a statistically significant way. Enterprise merger, in this way, would not impact the acquirer\'s exposition to systemic risk, but would assist in the reduction of non-systemic risks to which managers are exposed. In addition to the mentioned goal, this research investigated which independent variables, identified in previous studies as related to acquisition events, could influence in the change of acquirers´ non-systemic risk. The linear regression results pointed out that the linear adjustment did not show to be an adequate representation of the relationship between non-systemic risk and the independent variables, individually or simultaneously. Thus, the results were inconclusive regarding the factors which could influence the reduction in acquirers´ non-systemic risk.

acase@tulane.edu / Despite the recent advocates for lengthening executive compensation duration to curb short-termism and promote long-term value creation, there is no study investigating whether long pay duration induces better investment decisions in the long run. Using a comprehensive measure of compensation duration, we find that CEOs with long pay duration are more likely to engage in large acquisitions. These acquisitions receive a significantly worse market reaction, and experience lower post-acquisition abnormal operating and stock performance compared with deals conducted by CEOs with short pay duration. Further analysis suggests that negative association between compensation duration and acquisition performance is driven by the use of time-vesting compensation plan. Duration of performance-vesting plans has no significant effect on M&A performance. Lastly, we find that CEOs are likely to engage in more risk-decreasing M&As, as long pay duration plans impose a higher firm risk to executives. The results highlight the complex nature of compensation duration and suggest that focusing on one dimension of compensation design is insufficient to create long-term shareholder value. / 1 / Qi-Yuan Peng

Frequent acquisition activities in high-technology industries are due to the intense competition, driven by short product life cycles, more complex products/services and prevalent network effects. This dissertation theoretically analyzes the circumstances leading to technology-driven acquisitions and empirically tests these within a clearly defined market scenario. / Die zahlreichen Unternehmensakquisitionen in Hochtechnologiebranchen sind einem intensiven Wettbewerb geschuldet, der durch immer kürzere Produktlebenszyklen, komplexere Produktdesigns und extreme Netzwerkeffekte geprägt ist. Die vorliegende Forschungsarbeit hat zum Ziel, die genauen Umstände, die zu technologiegetriebenen Akquisitionen führen, in Form von relevanten erklärenden Einflussfaktoren theoretisch herzuleiten und empirisch zu untersuchen.

This thesis considers the adequacy of existing theories of implementation of tertiary education policy, in relation to university amalgamations in the 1980s and 1990s in Australia. In particular the thesis examines the difficulties of mergers attempted in the case of Monash University (a successful amalgamation), the University of New England (a partially successful amalgamation), and the Australian National University (an amalgamation which never took place). The thesis argues that the best available model of policy implementation in the tertiary education sector is that set out by Cerych and Sabatier (1986), and that even this is less than adequate through its omission of several relevant factors, notably the factor of leadership. The thesis accordingly presents a modification of the Cerych and Sabatier (1986) model as well as suggestions for inclusion of factors omitted in the broader implementation literature.

Target firms in Australian takeovers are required to obtain an independent assessment of the offer price in situations where the Corporations Law considers the bidder has a superior bargaining position. The intention of this requirement is to protect target shareholders from being offered a lower takeover premium. The only empirical study of expert reports, Eddey (1993), is consistent with expert reports achieving their purpose, as the results indicate no difference in target firm premiums in offers with and without an expert report. Eddey also reports that a revision in offer price is more likely where an expert indicates the bid is �not fair and reasonable.� Using all takeovers from 1990 to 2000, this thesis aims to re-examine and substantially extend the findings in Eddey. As the sample includes all bids, irrespective of the form of payment consideration, the thesis will assess whether the results in Eddey can be extrapolated from cash-based bids to all takeover bids. In addition, the analysis will extend Eddey�s results by investigating whether expert reports result in a higher probability of a revision in offer price relative to takeovers without an expert report. This study also investigates the impact of the expert report on bidder announcement abnormal returns and examines the returns to both bidders and targets when the expert report is released. This will add to the limited current knowledge on the impact of expert reports on the capital market. This thesis also tests the validity of public criticisms of expert independence. Firstly, experts have been publicly criticised on the basis that they are not independent from the target firm. It has been suggested that such experts will be more likely to provide an opinion that agrees with the recommendation of target directors. Secondly, it has been alleged that experts who are also the target auditor provide their reports at a lower fee by cross-subsidising the reports� preparation from other fees received from the client. The concern with this practice is that these reports may be of lower quality. This criticism is tested by developing an expert fee model. This fee model is then used to assess whether, similar to evidence in the auditing field, �quality� experts earn a fee premium. The results indicate that the need for an expert report does not affect bidder abnormal returns at either the announcement of the takeover or release of the expert report. On the other hand, target shareholders earn significantly lower abnormal returns at the announcement of a bid where an expert report is required. This result is inconsistent with Eddey (1993) and raises doubt over whether experts prevent bidders from using their superior bargaining position to offer target shareholders a lower premium. Consistent with Eddey, the probability of an alteration in offer price is greater where an adverse expert opinion is given. The results also show that the presence of an expert increases the likelihood of a bid revision relative to takeovers in general. Target abnormal returns on the release of an expert report are positive and significant, irrespective of the type of expert opinion. This result however, is sensitive to any association between the author of the report and the target. In the case that an expert discloses any prior or current business dealings with the target, abnormal returns are insignificant. The conclusion from this finding is that the market perceives expert reports prepared by an associate of the target as lacking credibility. In light of this lack of information content it is recommended corporate regulators review those experts permitted to prepare reports. Contrary to the published criticisms, experts who have business dealings with the target are just as likely as other experts to provide an opinion that agrees with the recommendation of directors. The tests of a fee reduction by experts associated to the target indicate significant lower fees where the expert is the target auditor. Further analysis shows this result is only significant where the auditor is also a non-Big 6/5 firm. These auditors are also found to provide reports that are significantly shorter than other experts, suggesting the cut in fee is achieved by reducing the amount of effort. The results also find that the top two experts, Grant Samuels and Associates and Price Waterhouse Coopers, earn a fee premium over other experts. The finding of a fee premium for a large accounting firm indicates that such firms may receive a premium for both auditing and non-audit services.