published_or_final_version / Law / Master / Doctor of Legal Studies

This thesis consists of two essays in corporate finance, one on newly listed firms’ post-IPO activities as acquisition targets and the other on corporate executive compensation. In the first essay, I examine a large sample of U.S. newly listed firms to analyze their likelihood of becoming a takeover target. I find that 27 percent of newly listed firms are acquired within five years after the IPO, which is compared with the seasoned-firm counterpart of 17 percent. This difference is economically large, statistically significant, and robust to various firm and market characteristics controls. Several recent studies have reported newly listed firms’ active activities as an acquirer. Contributing to this literature, my finding further identifies an active role of IPO firms as a takeover target. My finding is consistent with the presumed motivation of firms’ going public for a “double-exit” strategy: To sell the shares through a takeover after the company goes public. Economic rationales for this strategy include advantages from auctioning off a minority stake to dispersed shareholders and more efficient bargaining in takeover negotiations due to increased share liquidity and reduced uncertainty after the IPO. Therefore, going public can be an optimal first step in the process of selling a company. In further support of this motivation, I find that IPO firms, as an acquisition target, receive higher takeover premiums than do comparable privately held targets and seasoned target firms. In conclusion, my findings are consistent with the double-exit strategy predicted by theory, suggesting that IPOs facilitate subsequent sales of the companies and that the strategy is economically justified. In the second essay, I study executive compensation under the Japanese corporate governance system. In March 2010, the Japanese regulator enacted the first legislation regarding the disclosure of director compensation to named individuals. With access to the first publicly available data for Japanese executives, I document comprehensive evidence on the level, structure, and mechanisms of CEO compensation. My findings reveal Japanese practices in CEO pay that differ from the well-known Anglo-American model in significant ways. Its distinct features include base salary dominance and unusually low levels of pay and pay variation. I also identify significant impacts on the compensation system of corporate governance and U.S. influence factors, such as keiretsu groups, financial institutions, US-style compensation committees, and cross-listing on US stock exchanges. / published_or_final_version / Economics and Finance / Doctoral / Doctor of Philosophy

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併購已經成為企業長期發展壯大的最重要途徑。企業從事併購是為了構築、強化和拓展核心能力，而核心能力是企業在瞬息萬變的市場環境中能以明顯的競爭優勢持續經營的保證。 本文探討個案通信科技公司所實行成功與失敗併購的因素，公司如果選對了發展方向，就能以較小的投入，獲得較大報酬，並能得以持續的高速發展。個案公司的優勢在於資本運作與整合，劣勢在於從未涉足的行業與地區。如何利用優勢、規避劣勢、充分利用被整合的資源，是個案公司併購關鍵所在。 本文共分四部分：第一部分介紹本文研究的背景和目的；第二部分透過國內外大量豐富的文獻了解企業併購的意義，包括企業併購的含義及其動因，以及併購成功與失敗的原因；第三部分介紹研究方法；第四部分介紹兩個併購案例，一個成功一個失敗，分析了導致企業併購成功與失敗的原因；並提出了防止企業併購失敗的對策。充分瞭解導致併購成功與失敗的原因及有針對性的採取措施去防止併購的失敗，對每一個有此意向的企業都是至關重要的。 / M&A has become one of the most important strategy for enterprise longtime development. By restructuring resource and competence of two enterprises, the core competence will be cultivated and intensified. At the premise of longtime management of enterprise, the purpose of M&A is to construct, intensify and extent core competence. This study gives a complete look back on the successful and failed merger cases of a communication technology company. If the company has chosen the right direction, it can gain a larger repayment by smaller input, also, it can achieve a continuous and rapid development. The advantage of case company is the operation and combination of capital, the disadvantage is that case company has never set foot on that industry and geographic area before. The paper consists of four parts: the first part is to introduce the background, purpose of this paper; the second, through sufficient literature review to expose the current situation of merger and acquisition, including its meanings, causes and factors of success and failure; the third, research method used; the fourth: introduce two cases, one for successful another for failure. We analyze the causes of success and failure and provide the suggestions against the failure. It is very important to learn the causes of failure fully and take effective measures against the failure.

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Embraced in this study, is the content and structural approach on how corporate mergers and acquisitions should be planned and executed to facilitate post-acquisition synergies and improvement in customer service levels. The project covers Saambou bank post-acquisition business failure after take-over by First Rand Group, in a horizontal integration process that did not diversify or restructure product or service offerings between the two banks. There being no positive impact on post-acquisition market share and competition sustainability by the two banks, it implied that, the post-acquisition strategy did not adequately address the business risk factors that ultimately impaired the expected synergies of a take-over bid. Lack of proper post-acquisition business plan resulted in corporate failures pertaining to ineffective competitive strategies, non optimization of market and service levels, compounded by poor corporate governance resulting in the bank's internal control procedures and processes failing. Furthermore, poor customer service levels and transgression of the Bank's Usury Act regulations, rendered the organization more uncompetitive. The over-reliance on few large corporate customer deposits added a huge element of financial risk that marginalized Saambou bank's going concern prospects. Hence, upon experiencing few large corporate deposit withdrawals, for instance by Investec, resulting in the bank undergoing liquidity problems that resulted in it being placed under curatorship. / Thesis (MBA)-University of KwaZulu-Natal, 2006.

The increased activities within the mergers and acquisitions market in recent times has highlighted the importance of Commissions, whose responsibility it is to protect competition in the common market place. An area of disagreement which often arises between merging parties and authorities - at the expense of time and money - is the definition of a relevant market within which to measure competition. This proposal seeks, with the aid of a recent case (Unilever vs. Competition Commission of South Africa), to identify why relevant markets are so incoherently drawn and whether guidelines mutually agreed upon between the merging parties and the Commission could aid in reaching a timely and cost effective resolution. / Thesis (MBA)-University of Natal, 2003.

This thesis examines the role of market micro-structure and communication in takeovers that involve shareholders' investment decisions and the selection of a takeover mechanism by a raider under asymmetric information. For this purpose, rational expectations equilibrium models are employed and examples are worked in detail. / In the context of market micro-structure, it is shown that there is a greater probability of success of a takeover when the shareholders are risk averse that when they are risk neutral, and the probability that a takeover succeeds is related non-positively to the fraction of shares held by the raider. / In order to study communication, two takeover mechanisms are studied which are tender offers and negotiated takeovers. A negotiated takeover allows for communication between the shareholders and the raider before any takeover announcement. It is shown that communication offsets partially the negative impact of risk aversion on the probability that a hostile takeover occurs.

The work was conceived as an attempt to document an aspect of what has been called the rise of the "corporate economy" or of "managerial capitalism" (or, less informatively, the "new industrial revolution"): that is the relative decline of market relations within the system of industrial capitalism and the corresponding growth of economic activity within large corporations. Though this process of change began in Britain in the late nineteenth century, it advanced more slowly than the contemporaneous movement in the United States. Hence, it is argued, the interwar years saw the crucial developments in the structure of industry in Britain, though these have been underestimated because of the absence of a reliable descriptive study of this period. Attention is focussed on the role of mergers in this structural change, since a merger, being a discrete event in the biography of a firm, throws the causes of these developments into clear relief. The study is designed as a critical gloss on economic generalisations about the rise of large scale enterprise based on the propensity to monopolise, an explanation with no diachronic significance; and on the crude technolo- gical and economic determinisms dominating the historical writing which add little to Philip Snowden's classic statement that "trusts ... are inevitable. They will continue, whatever obstacles we attempt to put in their path". [continued in text ...]