The focus of this doctoral research is on advancing knowledge of what managers can do to address the issues of corporate cultural differences in mergers and acquisitions (M&A). Despite decades of experience, the rate of M&A failure remains high globally. The root causes of these failures have pointed to inadequate strategic deal theses, excessive purchase prices paid, and poor pre- and post-integration management. Human and cultural factors have also been blamed for these failures. Significant research effort has been expended in raising the importance of human factors and the issue of culture fit in M&A. However, research results have remained ambiguous. Extant organisational M&A culture research has largely focused on examining the role of culture in M&A and its impact on M&A performance. How to address organisational culture differences in M&A is much less studied. Only a small handful of scholars, consultants and practitioners have attempted to prescribe corporate culture alignment guidelines that are either too generic or prescriptive. Managers remain unclear as to how to manage cultural differences in M&A.The research sets out to address how managers can effectively moderate the effects of corporate cultural differences on M&A performance in domestic M&A. It aims to develop a practical M&A corporate culture alignment model for managers tasked with addressing the effects of corporate cultural differences in M&A. It also focuses on addressing the issues of single-layered acculturation of corporate cultures in isolation from the perplexing issues of double-layered acculturation between national and corporate cultures in cross-border transactions. The researcher adopted a qualitative case study research method to deliver on the research objectives within the doctoral research timeframe. He selected a sample of four domestic M&A case studies in Thailand where he is located. Each case study was free of issues related to national cultural differences. The researcher was able to draw rich information and insights from interviewing a total of 50 senior executives, middle managers and staff across case studies. The main research findings provide managers with an improved understanding of the roles of corporate culture on M&A performance and a practical and repeatable five-phase M&A corporate culture alignment model (‘5-D’). The model offers a planned step-by-step change approach, key objectives, and suggested tools and templates that help guide managers to effectively moderate the effects of corporate culture differences in domestic M&A from pre-to post-M&A stages. The model also provides strategic choices and implementation guidelines for managers to consider in addressing the emergent nature of acculturation and change in M&A integration situations. The effectiveness of this exploratory model shall be further tested in future qualitative and quantitative studies. The empirical testing of the research recommendations has already begun with a number of recent M&A projects in Asia outside of this research.

This thesis presents three essays, with the first two focusing on the insider role of M&A advisors and the effectiveness of insider trading rule, while the third essay looks into the effects of product market competition on corporate cash holdings. The main hypothesis of the first and second essay is that the advisory banks that are privy to non-public deal information might have high motivation to exploit this privileged information by taking a position in a takeover target ahead of a deal and realise an excess return upon deal announcement. This motivation for and act of “insider trading” might be attenuated by the insider trading rules Rule10b5-1 and Rule10b5-2, which were released in 2000.The first essay examines the presence of acquiror advisors’ holdings in targets and their trading strategy on such holdings before deal announcement. Using an aggregate level of stake-holding in the target firm by a financial conglomerate/brands with which the advisor to the acquiror is affiliated, we find that advisory brands start to take and accumulate holdings in targets at least seven quarters before deal announcement through to announcement quarter. The stake-holding is significantly larger than that of a non-advisory brand group that is defined. We argue that these results imply the direct link between advisory holdings, advisor identity and the strong intentions of trading on private deal information. However, this tendency is markedly attenuated in the post-rule period after 2000. This change in advisory brand trading strategy on target stocks ahead of a deal with the passage of rules suggests a positive deterrence effect of the insider trading rule. In the second essay, we investigate the profitability of this trading strategy by advisory brands to acquirors taking stake in targets ahead of a deal. Results suggest that both the level and the build-up (increase) of an advisory stake between the last two quarters immediately preceding deal announcement are positively related to the target return. These results are consistent with the view that advisory brands trade on their privileged deal information by taking and increasing holdings in targets ahead of deals to profit from the increase in target share price. In our sub-period analysis, results suggest that all the coefficients become much smaller and insignificant for the post-rule period after 2000. This again indicates a strongly positive deterrent effect of regulation, which further confirms the conclusion of the first essay. The third essay is related to both the static and dynamic effect of product market competition on firm cash holdings. We find that the intensity of product market competition measured by product similarity from Hoberg and Phillips (2010, 2011) has a significant positive effect on firm cash holdings, after controlling for other measures including the Industry Herfindahl Index and industry fluidity. This suggests that firms in a more competitive industry reserve more cash as their war chest or preemptive tool against competitors. Further, Vector Autoregression (VAR) and analyses of shock show that when there is a sudden increase in product similarity/competition level (shock), firms use cash to fight off competition, leading to a decrease in cash holdings.

The Court of Chancery in Delaware is, in regard to adjudicating corporate governance issues, the most preeminent court in the United States. The Court is one of equity, and has century-long tradition of dealing with litigation arising out of disputes concerning the internal affairs of corporations. Therefore, it should come as no surprise that sixty-four percent of Fortune 500 companies are incorporated in Delaware. What might be surprising is the frequency of shareholder litigation involving directors in M&A-transactions. The aim of this thesis is to establish what duties directors owe shareholders in the context of an M&A-transaction. The thesis thus includes a brief overview of the subject matter jurisdiction of the courts in Delaware as well as a summary of how corporations are formed and how mergers are carried into effect. The main fiduciary duties directors owe shareholders as well as the standards of review with which director action is judged is then analyzed. This includes the overarching duties of care and loyalty, as well as the duty to act in good faith, the duty of oversight and the duty of disclosure. The analysis regarding the standard of reviews focuses on the business judgment rule, enhanced scrutiny under Unocal, Revlon and Blasius, and finally entire fairness. Furthermore, the effects of the recent Trulia and Corwin verdicts are discussed.

Foreign investors are making larger investments in the Canadian venture capital (VC) market than Canadian investors, and Canadian VC exits are primarily M&As (Canada’s Venture Capital and Private Equity Association, various years). This research provides a joint exploration of foreign venture capitalists’ (VCs) participation in Canada and outcomes of VC exits. Using binary logistic regression and multivariate linear regression, this paper reports that the presence of foreign VCs in the Canadian market is accompanied with mixed exit-related outcomes. On the one hand, foreign VCs’ participation is associated with higher likelihood of a successful exit through initial public offering (IPO), greater capital availability, and shorter time to exit. On the other hand, the relation between foreign VCs’ participation and lower purchaser price per dollar of VC investment in exit through merger and acquisition (M&A) raises concerns about the monetary returns to Canadian investee firms and Canadian syndicate VCs. These empirical findings will help to facilitate a more comprehensive understanding of the Canadian VC market, as well as adding to the growing body of literature on cross- border VC investment.

The thesis deals with the subject of mergers and acquisitions in the information and communication technologies industry.

全球產業以及經濟局勢瞬息萬變，不斷的出現各種破壞式創新的產品與商業模式，也因此企業積極的尋求購併擴張的機會，以達到永續經營和極大化股東財富的目的。而近年來機構投資人在台灣證券市場扮演著重要的腳色，因此本文將探討機構投資人的持股穩定度與購併宣告效果之關聯。 本論文以機構投資人(外資、投信、自營商)對主併公司的持股比例穩定度為依據，分類為被長期與短期機構投資人持有之主併公司，並以台灣市場2003年起至2016年底，排除掉金融相關產業的購併案件為研究樣本，探討機構投資人是否對主併公司發揮監督效果，同時觀察長短期機構投資人是否對主併公司之公司特性以及購併交易案之交易特性有無偏好。 本文研究結果指出，不論在三日、五日或是七日的事件窗口之下，長期機構投資人所持有之主併公司的累積異常報酬都顯著大於被短期機構投資人所持有之主併公司，顯示長期機構投資人確實對主併公司發揮了監督功能。而被長期機構投資人持有之成長型公司獲得的累積異常報酬顯著優於被短期機構投資人所持有之成長型公司。亦發現短期機構投資人偏好能夠明顯提升主併公司盈餘的購併案件。 / This study investigates the relationship between institutional ownership stability and the announcement effect of merger and acquisition, instead of the proportion of institutional ownership, which is very common in last few years. This research is based on acquiring firm listed in Taiwan Stock Exchange which announced merger and acquisition between 2003 and 2016. We classify the sample into two groups according to the standard deviation of the proportion of institutional ownership. The first group is the acquiring firm owned by long-term institutional investor, which means the standard deviation of the acquiring firm in group one is relatively small. By contrast, the second group is the acquiring firms owned by short-term institutional investor. First, we found the long-term institutional investor demonstrated the ability to monitor the acquiring firm because the first group’s CAR is significantly higher than the second group. Second, the growth stock owned by long-term institutional investors also has a significantly higher CAR than the growth stock owned by short-term institutional investor. Third, we also found that the short-term institutional investors prefer the merger and acquisition cases which can increase the net income of the acquiring firm.

This study presents and analyses opinions of 5 seasoned professional M&A advisers on merger failures. It integrates the perspectives of business strategy, economics, finance, organisation theory, and HR management on performance and success factors of mergers and acquisitions. The author modelled the factors of M&A failures and interplay between them into an integrative framework based on thematic analysis of participants' narratives. To ensure research validity, the author triangulated findings with existing literature. In conclusion, the author identified three major themes across data -- potential for dis-synergies stemming from misalignment of merging businesses, knowledge and planning efforts as a determinant of strategic rationale and post-merger integration, and psychological factors influencing key decision-makers.

This master thesis is in its five chapters dealing with the issue of cross-border mergers and acquisitions, taking as its main objective to describe a process of acquiring one company by another - from the perspective of a foreign acquirer - with an emphasis on identifying key attributes of his decision and the main criteria for selecting the final acquisition target. The first chapter sets theoretical basis for the work and provides definition, classification and characterization of motives for the implementation of mergers and acquisitions. The second part enriches the thesis with the historical and current development of international acquisition activity. The third chapter chooses a strategic approach to M&A. The fourth part explaines the process side of these transactions. The final, fifth chapter follows up on the development in the CEE region and highlights the Czech Republic as a traditional acquisition target for foreign investors, assessing of areas that increase or decrease its attractiveness at once.

The purpose of this study is to gain a deeper understanding of the effects of mergers and acquisitions (M&As) on trust and organizational innovation on micro and macro levels. Since earlier studies of M&As have focused mostly on financial aspects, this study aims to contribute to the understanding of non-financial and organizational aspects of M&As including trust and organizational innovation, especially through microfoundational explanation. According to this, trust is studied by focusing on two specific aspects: interpersonal trust (on individual level) and institutional trust (on the firm level). The organizational innovation is defined as a single concept but is studied both on individual and firm level. The research is conducted by focusing on eight Northern European companies that have gone through M&As and the related data is collected by using qualitative surveys, which included both free-text fields and the opinion scales. The empirics of this study show that M&As have affected trust and organizational innovation through six main factors (CIRCUS) which include communication, employees’ influence, resources, workplace cohesion, capabilities utilization,and streamlining the working methods. Based on this, the findings of the study indicate thatthere is a clear connection between trust and organizational innovation and that the M&As arehaving negative effects on both.

京都大学 / 0048 / 新制・課程博士 / 博士(経営科学) / 甲第22620号 / 経営博第6号 / 新制||経営||1(附属図書館) / 京都大学大学院経営管理教育部経営科学専攻 / (主査)教授 砂川 伸幸, 教授 関口 倫紀, 教授 澤邉 紀生 / 学位規則第4条第1項該当 / Doctor of Philosophy in Management Science / Kyoto University / DGAM