Typescript (photocopy) / 2 v. ; 30 cm. / Title page, contents and abstract only. The complete thesis in print form is available from the University Library. / Thesis (Ph.D.)--University of Adelaide, Dept. of Economics, 1981

Studies on the use of hybrid securities by listed firms to raise capital in international markets have been limited. The existing evidence on the seasoned capital raising process has concentrated on straight equity and debt issues in the United States (US) market. The Australian market provides a unique comparative capital raising environment as it has a number of operating and structural features that are different to many other markets. These differences include the method of issuing securities (rights issues), underwriting contracts (standby contracts), the trading volume of securities (thin trading), the industry makeup of listed firms (a high number of resource firms) and characteristics of capital raising instruments (convertible debt is non callable and is the only type of listed debt instrument, options are used as stand alone instruments to raise capital). This research focuses on how these differences give rise to differences in the share price reaction to security issues, the relevant explanations of the share price reaction, the security choice decision and the demand for underwriter services in the Australian market, compared to other markets. The impact of the announcement of hybrid security issues is examined using event study methodology adjusted for thin trading (as per Maynes and Rumsey(1993). Australian markets have differing characteristics to international markets including differing issue and issuer characteristics of hybrid security issues. However, the announcement effect evidence for Australian hybrid issues is consistent with international evidence for convertible debt issues but is inconsistent for company issued options and preference shares. Announcements of convertible debt are met with a significant negative share market response, a positive pre announcement runup and negative post announcement dnft, similar to US and UK issues. Although the announcement of an option issue can be viewed as an issue of delayed equity, option issues are met with a significant positive share price response rather than the negative share price response found for international equity issues. Announcements of preference share issues are met with an insignificant positive share price response which is in contrast to US and UK results. The results of the analysis of the explanation of the announcement effect of issuing new hybrid securities in the Australian market, suggest that different variables are significant explanators for the Australian market compared to international markets. The results of the models developed for the explanations of the announcement effect of Australian hybrid issues differ across security type. In general, the results for Australian issues of hybrid securities provide the greatest support for variants of the information asymmetry hypothesis. Convertible debt issues are best explained by the general information asymmetry hypothesis and the information asymmetry : external monitoring hypothesis. Option issues are best explained by information asymmetry : rights issues information asymmetry : signalling and agency cost hypotheses. Preference share issues are best explained by information asymmetry : rights issues, information asymmetry : external monitoring and the information asymmetry : signalling hypothesis. The security choice decision between hybrid securities is examined using logit regression analysis. When the choice is restricted to options and convertible debt, firms with high financial risk (leverage) and firm nsk (share volatility) are more likely to issue equity or in this study, equity like securities (options) and firms with higher pre announcement returns and larger issue size are more likely to issue debt or debt like securities (convertible debt). When the choice is extended to include preference shares, firms with high firm risk are more likely to choose options and firms making a relatively large issue are less likely to choose options (when financial risk is measured as long term debt over total assets) or more likely to choose convertible debt (when financial risk is measured as long term debt over equity). The determinants of underwriter use are examined using logit regression analysis for option issues as they are the only type of hybrid instruments that are not mostly underwritten. The results for the demand for underwriter services show that issue size, trading frequency and market risk are the determinants of the use of underwriters for Australian option issuers. This implies that mangers are more likely to choose to use an underwriter, the higher the amount of capital to be raised, the higher the trading frequency of the shares and the lower the market risk. The results are similar to partial results found for New Zealand and Norwegian equity issues where subscription price discount, issue size, firm risk, trading frequency, shareholder concentration and shareholder precommitments are determinants of underwriter use.

The Australian financial system has changed dramatically in recent years, creating both threats and opportunities for value adding activities. Many large corporations have set up a separate treasury division or department to handle their financing requirements. This thesis derives the rationale for a separate treasury function from theory of the firm. A framework has been developed by drawing upon both the old theory of the firm (transaction cost economics) and the new theory of the firm (agency theory) to determine the appropriate governance structure to manage financial arrangements. (For complete abstract open document)

[Truncated abstract] A spate of sudden, high-profile corporate collapses has raised serious concerns over the degree to which managers are open and honest about poor financial performance. Corporate failures such as Enron, WorldCom and Tyco in the United States and One.tel and HIH in Australia have advanced the view that internal governance mechanisms and private managerial incentives systematically fail to ensure timely and reliable disclosure of bad news (e.g. Jensen, 2004). This thesis appraises the conventional view by investigating managers’ communications with the capital market during a period of sudden, poor financial performance. We study 74 firms that are listed on the Australian Stock Exchange [ASX], which experience an adverse earnings shock between 1994 and 1999. An adverse earnings shock is defined as a year of positive, increasing net income, followed by two contiguous years of negative or declining net income. The Australian setting for this study provides access to a richer database of investor communications than previously utilised in the literature, including management discussion and analysis, strategy disclosures, earnings and revenue forecasts, earnings preannouncements, business segment forecasts, dividend changes and share repurchases. Exploiting this extensive data set, we find that managers actually step up their investor communications activities around an adverse earnings shock. In the low litigation Australian setting, we are able to rule out litigation-avoidance incentives as a major explanatory factor. We investigate whether the increase in the volume of investor communications is aimed at mitigating information asymmetry, signalling a turnaround in financial performance or simply due to management “hype”

Abstract not available

Thesis (DBA)--Macquarie University, Graduate School of Management, 2008. / Bibliography: p. 275-289. / Company directors have been in existence for more than four hundred years. In the past, they were considered to be a necessary part of corporate existence, and were usually appointed to a board by the CEO or chairman. However, they were usually mates from the 'boys club' and gained their position from whom they knew, and not from what they were capable of contributing. The appointment of independent directors became more normal, as shareholders looked for a way to wrest control back from management. But what independent directors really do and why they are there is not widely understood. A review of the literature relative to independent directors has identified a gap in the knowledge. This gap is the role of the independent director when considered from a commercial aspect; that is, those who observe or write about independent directors. --This thesis has attempted to generate a theory of the role of the independent director through a review of the literature and a subsequent series of interviews. Grounded theory was the chosen methodology for analysing the data and formulating a theory of the role because it allows the researcher to ground the theory in the data instead of establishing a hypothesis and testing it. --The resulting theory is more complex than it first appears. It was found that the primary role of the independent director is to improve the performance of the board and the company. This role is impacted by a number of factors, the two most influential being the information that is available to the independent directors, and the position of the company. This second factor is defined as the size of the company, where it is in its life cycle, and whether it is experiencing any significant change. --These findings enable a number of recommendations to be made to improve policy and practice, recognising the impact of information and company position on the ability of independent directors to contribute positively. It also raises several areas of further study to continue to refine the understanding of the role of the independent nonexecutive director in Australia. These include, among others, investigating the role from other viewpoints such as the board chair or company secretary, or researching the link between company position and information available to independent directors. / Mode of access: World Wide Web. / xiii, 303 p. ill

This thesis provides more precise characterisation of patterns, causes and consequences of takeover activity in Australia over three decades spanning from 1972 to 2004. The first contribution of the thesis is to characterise the time series behaviour of takeover activity. It is found that linear models do not adequately capture the structure of merger activity; a non-linear two-state Markov switching model works better. A key contribution of the thesis is, therefore, to propose an approach of combining a State-Space model with the Markov switching regime model in describing takeover activity. Experimental results based on our approach show an improvement over other existing approaches. We find four waves, one in the 1980s, two in the 1990s, and one in the 2000s, with an expected duration of each wave state of approximately two years. The second contribution is an investigation of the extent to which financial and macro-economic factors predict takeover activity after controlling for the probability of takeover waves. A main finding is that while stock market boom periods are empirically associated with takeover waves, the underlying driver is interest rate level. A low interest rate environment is associated with higher aggregate takeover activity. This relationship is consistent with Shleifer and Vishny (1992)'s liquidity argument that takeover waves are symptoms of lower cost of capital. Replicating the analysis to the biggest takeover market in the world, the US, reveals a remarkable consistency of results. In short, the Australian findings are not idiosyncratic. Finally, the implications for target and bidder firm shareholders are explored via investigation of takeover bid premiums and long-term abnormal returns separately between the wave and non-wave periods. This represents the third contribution to the literature of takeover waves. Findings reveal that target shareholders earn abnormally positive returns in takeover bids and bid premiums are slightly lower in the wave periods. Analysis of the returns to bidding firm shareholders suggests that the lower premiums earned by target shareholders in the wave periods may simply reflect lower total economic gains, at the margin, to takeovers made in the wave periods. It is found that bidding firms earn normal post-takeover returns (relative to a portfolio of firms matched in size and survival) if their bids are made in the non-wave periods. However, bidders who announce their takeover bids during the wave periods exhibit significant under-performance. For mergers that took place within waves, there is no difference in bid premiums and nor is there a difference in the long-run returns of bidders involved in the first half and second half of the waves. We find that none of theories of merger waves (managerial, mis-valuation and neoclassical) can fully account for the Australian takeover waves and their effects. Instead, our results suggest that a combination of these theories may provide better explanation. Given that normal returns are observed for acquiring firms, taken as a whole, we are more likely to uphold the neoclassical argument for merger activity. However, the evidence is not entirely consistent with neo-classical rational models, the under-performance effect during the wave states is consistent with the herding behaviour by firms.

Moral Hazard and the Agency Costs thereof have long been accepted arguments in venture finance theory and have therefore long been accepted shortcomings in the venture capitalist / entrepreneur relationship. In psychological experiments ??? including economic ??? it has been shown that human beings prefer to act in a reciprocal manner that reduces any inequity in a relationship. Humans who expect to receive an unfair and inequitable position in a relationship, will take steps to rectify that position. Specifically, if a venture capitalist expects the entrepreneur to unfairly extract private benefits from the investee company post investment by the venture capitalist, then he or she will impose costly controls and monitoring mechanisms in place to prevent that. All relationships that impose controls and monitoring mechanisms are inefficient, as opposed to Advising the investee which draws upon the skills of the venture capitalist and is generally efficient. The venture capital industry is comprised of intelligent and professional people who can recognise inefficiency easily. Indeed, this is how they make poorly managed companies into profitable trade sales or IPO???s. The online survey completed for this thesis poses questions that attempt to show that venture capitalists and entrepreneurs are not locked in an antagonistic relationship where each merely acts in a self interested way. This thesis concludes that venture capitalists and entrepreneurs do work in a reciprocal relationship recognising the substantial efficiency gains to be made by doing so.

Moral Hazard and the Agency Costs thereof have long been accepted arguments in venture finance theory and have therefore long been accepted shortcomings in the venture capitalist / entrepreneur relationship. In psychological experiments ??? including economic ??? it has been shown that human beings prefer to act in a reciprocal manner that reduces any inequity in a relationship. Humans who expect to receive an unfair and inequitable position in a relationship, will take steps to rectify that position. Specifically, if a venture capitalist expects the entrepreneur to unfairly extract private benefits from the investee company post investment by the venture capitalist, then he or she will impose costly controls and monitoring mechanisms in place to prevent that. All relationships that impose controls and monitoring mechanisms are inefficient, as opposed to Advising the investee which draws upon the skills of the venture capitalist and is generally efficient. The venture capital industry is comprised of intelligent and professional people who can recognise inefficiency easily. Indeed, this is how they make poorly managed companies into profitable trade sales or IPO???s. The online survey completed for this thesis poses questions that attempt to show that venture capitalists and entrepreneurs are not locked in an antagonistic relationship where each merely acts in a self interested way. This thesis concludes that venture capitalists and entrepreneurs do work in a reciprocal relationship recognising the substantial efficiency gains to be made by doing so.

by Sek Ngo Chi, Tam Kin Sang Samson. / Thesis (M.B.A.)--Chinese University of Hong Kong, 2001. / Includes bibliographical references (leaf 38). / Acknowledgment --- p.5 / Chapter I. --- Introduction --- p.6 / Chapter II. --- Long-term objectives for Mergers and Acquisitions --- p.15 / Chapter III. --- Data Source and Terms --- p.21 / Chapter IV. --- Statistical Summary and Characteristics of Deals --- p.22 / Chapter V. --- Literature Review on Stock Market Reactions --- p.29 / Chapter VI. --- Stock Market Reactions --- p.30 / Chapter VII. --- Effects of Payment methods on M&A transactions --- p.33 / Conclusion --- p.37 / References --- p.38 / Appendices --- p.39