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Chapter 1 investigates whether acquirer firms structure unpopular M&A transactions so as to avoid a vote by their shareholders. This question touches directly on the broader issue of M&A and agency conflicts, and the paper may partially explain how so many deals get done despite the evidence of limited long-term benefits to acquiring firm shareholders. More specifically, we examine how firms respond to the 20% issuance rule of the major American stock exchanges (NYSE, Nasdaq, and Amex), which requires a bidder shareholder vote on any merger-related issuance that exceeds 20% of the bidder’s shares. We observe a large clustering of share issuance just below this 20% threshold, a pattern that suggests that many bidders prefer to avoid a vote. Among deals for non-public targets, the primary concern seems to be timesaving. Instances in which bidders circumvent a vote in order to intentionally thwart opposition constitute only a small number of cases, although firms also avoid a vote as a precautionary measure when they have high institutional ownership. Finally, we investigate financial and legal mechanisms that companies employ in order to avoid the vote. Chapter 2 proposes a new approach for estimating expected returns on individual stocks returns obtained by applying our method to thirteen asset pricing anomalies generate a wide cross-sectional dispersion of realized returns. Our results provide evidence of strong commonality in asset pricing anomalies. The use of portfolios based on the estimated expected returns as test assets increases the power of asset pricing tests. / Business Administration/Finance

Zugl.: Oestrich-Winkel, Europ. Business School, Diss., 2007.

Abstract In the global steel industry, some of the regional steel makers start to mergers and acquisitions in order to increase their competitive ability and market share in faces of the crisis that the market share unceasingly glides down. In recent years, the merge and reorganization of steel industry become more popular. It¡¦s to form more professional and bigger group through expanding the productivity, the regional enterprise's merge, the vertical integration and international strategy alliance and so on merge. This research about merger of the H Company and the U Company is not only the first large-scale merge case in the domestic stainless steel industry, but also the first reverse mergers¡¦ case of listed companies and unlisted companies (include emerging stock board companies).It also means the pioneering case in the age. The ¡§reverse mergers¡¨ which above-mentioned plan uses is an item of advanced accounting concept . It mainly focuses on the economical essence of merger, which one can obtain the actual domination and which one is easier to obtain the approval of creditor and supervising institution. Therefore it changed the traditional idea about merger to the public. Integrating with the discussing procedure to above reverse mergers¡¦ case, there are three consolidated problems to be supposedly noticed. Hopefully this research can offer the alternatives to those enterprises that want to pick the merge way through this kind of exterior growth opportunity to expand their competitive ability in the domestic more frequent merge case, and for their reference when they take action concerning reverse mergers. In addition, this research valuation above case¡¦s reasonable intrinsic value by the Discounted Free Cash Flow Model (DCF Model) and the Edwards-Bell-Ohlson Model (EBO Model), and check whether my projection about the stock swap proportion under the DCF model and EBO model are reasonable by making the sensitivity analysis of the price-to-book ratio. The reasonable area of trading the stock swap proportion sector supposedly should be between 4.45 and 4.68 after this research¡¦s calculation by the above two valuation method. However, the proportional difference reaches 38% to 45% with the comparison of the bilateral company resolution 1¡G3.22. Obviously, it was not appropriately responded the intrinsic stock value for both of companies on trading the stock swap proportion, and makes the sensitivity analysis by the price-to-book ratio also to support the DCF model and result of the EBO model computation. Although the bilateral companies still have to considerate a lot of factors to final the stock swap proportion, then they could negotiate the acceptable stock swap proportion. But , the data ,the enterprise value, which was calculated by the relative value approach should still has the reference value.

Universiẗat, Diss--Bayreuth, 2008.

European Business School, 2005--Oestrich-Winkel.

Zugl.: Diss. Oestrich-Winkel, Europ. Business School, 2007.

The aim of this thesis is a description of the development of a company through acquisitions and mergers. The work is divided into two parts, the first part describes the M&A concepts, their types, properties and motives that lead companies to be merged. At the same time the theoretical part describes the course of the pre-acquisition analysis, valuation in the acquisition process and audit of financial statement. The second part focuses on the real cases of mergers and acquisitions, which took place in recent years. The aim of this section is to determine whether the mergers and acquisitions have accomplished its mission, according to the financial results, and profitability and market position of the company have improved.

Cross-border mergers and acquisitions (M&As) are strategic business expansions across national boundaries, which provide bundle of resources and opportunity for growth strategies, however can prove rather problematic and complex. One of the most complex stages in cross-border M&As is when two firms are in the integration process. The most challenging part in a cross-border M&A, is the integration of two different firms that feature different management styles and organizational cultures. Once the integration seeps deeper into functional levels, the strategic level M&A commitment is faced with operational implementation issues. The marketing department is usually heavily involved in this integration process. These are the people who create and generate the sales which thereby increase the income of the combined firm. However, research on marketing integration related to M&As has paid little attention to the amalgamation of similar resources from two similar departments, particularly in the cross-border M&A context. Furthermore, the existing research does not clearly demonstrate the success factors that contribute to the marketing integration process in cross-border M&As. Hence, this thesis explores the role of the antecedents that influence the marketing integration process in cross-border M&As. Results indicate a significant impact on integration from marketing synergy and the redeployment of marketing resources. Meanwhile there is a striking result pertaining to the relationship between interaction and the speed of integration which is significant but negatively to influence the marketing integration process. In addition, cost savings and relationship effectiveness among the marketers of both the acquirer and the acquired firms are found to be highly significant and to positively support the M&A performance. This means that the commitment of the marketers from both firms relies on a close relationship in order to uphold the integration synergy while at the same time reducing cost and improving M&A performance.

No / Studies of mergers of organizations focus upon the financial and economic outcomes, with little attention paid to the effect on the people working in the merging organizations. This paper reports the findings of a study of the impact on managers of an organizational merger. Rather than the cool calculations of accountants and economists and the rational application of a managerial logic, we found the impact on these managers was upon their emotions, which seemed sometimes too buffeted to allow them to continue in their work. A narrative analysis of the stories told by these managers suggested they experienced their involvement with the merging organizations as akin to a Faustian contract, whereby they had sold their souls to the organizational devil and were now reaping the costs. When we came to write this paper we found that using the usual rubrics of academic writing suppressed the sheer emotionality of their experiences. We have therefore followed the imperative of our conclusions, and written our analysis in the form of a play, based upon Christopher Marlowe's Dr Faustus, which allows us to use our interviewees' own words to illustrate the impact of the merger. The play is, of course, in the format of a tragedy: it has four main characters ¿ the narrator, the manager, Faustus and Mephistopheles ¿ and five acts. We use the Prologue to insert our own words, where we argue for a turn away from the 'hard' school of human resource management towards one that is ethically informed. Programme notes contain the technical details which justify our research methods. We remain totally unapologetic for intruding emotions into the rational world of academia.