What constitutes effective corporate governance? Which director characteristics render boards effective at positively influencing firm-level performance outcomes? This dissertation examines these questions by taking a multilevel, multidisciplinary approach to corporate governance. I explore the individual-, team-, and firm- level factors that enable directors to serve effectively as strategic resources during international expansion. I argue that directors’ international experience improves their ability to serve as effective strategic consultants and resource providers to firms during the complex internationalization process. However, unlike prior research, which tends to assume that directors with the potential to provide important resources uniformly do so, I acknowledge contextual factors (i.e. board cohesiveness, strategic relevance of directors’ experience) that affect their propensity to actually influence outcomes. I explore these issues in three essays: one review essay and two empirical essays. In the first empirical essay, I integrate resource dependence theory with insights from social-psychological research to explore the influence of board capital on firms’ cross-border M&A performance. Using a sample of cross-border M&As completed by S&P 500 firms from 2004-2009, I find evidence that directors’ depth of international experience is associated with superior pre-deal outcomes. This suggests that boards’ deep, market-specific knowledge is valuable during the target selection phase. I further find that directors’ breadth of international experience is associated with superior post-deal performance, suggesting that these directors’ global mindset helps firms in the post-M&A integration phase. I also find that these relationships are positively moderated by board cohesiveness, measured by boards’ internal social ties. In the second empirical essay, I explore the boundary conditions of international board capital by examining how the characteristics of firms’ internationalization strategy moderate the relationship between board capital and firm performance. Using a panel of 377 S&P 500 firms observed from 2004-2011, I find that boards’ depth of international experience and social capital are more important during early stages of internationalization, when firms tend to lack market knowledge and legitimacy in the host markets. On the other hand, I find that breadth of international experience has a stronger relationship with performance when firms’ have higher scope of internationalization, when information-processing demands are higher.

An unprecedented process of financial consolidation has taken place in the European Banking Sector over the past 20 years, which in the Visegrad countries was combined with economic transformation. As such, analysis of mergers and acquisitions is made with a view to the importace of the recent economic transformation and scope for further economic development and the Thesis is introduced by an analysis of the banking transformation in the Visegrad countries. Afterwards follows a theoretical part describing and analysing European legislation concerning banking mergers and acquisitions, incentives for them, factors, that support and hamper them, and the synergy following banking consolidation and its impact for supervisory bodies. Finally, building on the abovemetioned theoretical knowledge and premises, we apply them to the economic and banking environment of the Visegrad countries, i.e. we analyse the impact of the European cross-border mergers and acquisitions law on structural indicators of the banking sectors in the Visegrad countries.

A indústria bancária brasileira passou por uma onda de fusões e aquisições entre meados dos anos 1990 até o fim dos anos 2000. Para analisar os efeitos mercadológicos e intra-firmas destes eventos, este trabalho se propõe a uma abordagem abrangente acerca dos impactos aos acionistas dos bancos adquirentes através de um estudo de eventos sobre os retornos anormais; dos impactos em indicadores contábeis e financeiros destes bancos adquirentes; e procura por padrões contábeis e financeiros em instituições adquiridas. Como resultado, não encontra evidências de retornos anormais positivos ou negativos aos acionistas de firmas adquirentes no agregado, bem como não evidencia mutações significativas nos balanços destes bancos estatisticamente diferentes de um grupo de controle. No entanto, sob o viés de instituições adquiridas, há evidências de que quanto menor o retorno sobre os ativos, maior a chance de tornar-se alvo em uma operação de aquisição. / The Brazilian banking industry underwent a wave of mergers and acquisitions between the mid-1990s and the late 2000s. In order to analyze the marketing and intra-firm effects of these events, this paper proposes a comprehensive approach of the impacts on shareholders of acquiring banks through an event study on abnormal returns; impact on accounting and financial indicators of these acquiring banks; and search for accounting and financial patterns in acquired institutions. As a result, it does not find evidence of abnormal positive or negative returns to shareholders of acquiring firms in the aggregate, nor it shows significant mutations in the balances of these statistically different banks of a control group. However, under the bias of acquired institutions, there is evidence that the lower the return on assets, the greater the chance of becoming target in a takeover transaction.

Legal Aspects of Corporate Acquisitions The aim of the diploma thesis is to provide an analysis of significant economic and legal aspects of mergers and acquisitions in the Czech Republic, as well as to point out some specifics of the Czech market and describe loan acquisition financing in terms of financial law. The theoretical findings are then applied to a specific acquisition, which is still ongoing in 2020. The theoretical part of the thesis is divided into two sections. In the first, the thesis focuses on the analysis of growth strategies of companies that can be implemented in the current conditions of the market economy. Strategies are described here and then compared with one another. This part of the thesis also contains a comparison of the concepts of mergers and acquisitions, as they are often confused in practice. Here, the thesis also lists the typologies of both mergers and acquisitions that are commonly used. The second section of the theoretical part of the thesis provides an introduction to loan acquisition financing and the so-called leveraged buyout. The thesis outlines the method of loan acquisition financing together with some findings of financial theory regarding loan as such and loan law. On the contrary, the practical part of the thesis is conceived somewhat differently,...

The internationalization process of firms has essentially been in two contexts, one focusing on those from the developed, and the other on those from the developing economies (Buckley et al.2008). According to (Panond, 2007), internationalization of Emerging Market Multinational Corporations (EMMNCs) has appeared in two waves, the first wave, which emerged in the late 1970s and early 1980s viewed the competitive advantages of EMMNCs as being derived from their ability in reducing costs through scale economies, often substituting machinery with human labour and replacing imported inputs with cheaper local ones, or improving performance through knowledge of operating in less developed markets.The objective of this research has been to understand the variables that drive the success of Mergers and Acquisitions as a mode of entry in Emerging Markets. The research looks at the application of these variables my multinational corporations from both emerging markets and those from developed markets; the aim is to ascertain if these variables are applied differently depending on the type of economy a multinational originates from.Given the saturation of developed markets multinationals have embarked on growth strategies into emerging markets where these markets are perceived as untapped, however most have failed to realise shareholder value as a result of the dynamics and challenges that these economies bring.Fukao et al. 2005 suggests that market share is one of the most useful means used in assessing the structure of the market and a particularly desirable characteristic of a target firm. This is usually couched in terms of having a ―good market position‖ in the relevant market. The specific target criterion is of special consideration in sectors which may show a high degree of stability of market structure (as compared to those which are characterized by technology intensity, low entry barriers and powerful competition, showing high volatility of market shares). As a result, it is expected that the market share variable will bear a positive coefficient in explaining the likelihood of foreign acquisition.The research proved successful that the application of the variables that determine success of an acquisition and merger between multinationals was similar and what drove this success was mainly based on experience in doing mergers and acquisitions. These led to further insights for current and future work on the topic. / Dissertation (MBA)--University of Pretoria, 2012. / Gordon Institute of Business Science (GIBS) / unrestricted

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Financial legal aspects of mergers and acquisitions in private equity Abstract This diploma thesis is focused on selected financial legal aspects of mergers and acquisitions in private equity. First, it analyzes the concept of private equity as a specific area of medium-term or long-term investments made by holding companies or investment funds in the sense of Act No. 240/2013 Coll., on Management Companies and Investment Funds. The next part deals with the term of mergers and acquisitions, a contemporary phenomenon, in the context of the Czech legal system. This part of the thesis further describes the individual steps of the standard acquisition process. This is followed by another section dedicated to derivatives. The diploma thesis first introduces the general characteristics of derivatives, followed by topics such as accounting of derivatives, introduction of embedded derivatives, characteristics of equity derivatives and then by the practical part, which deals with mechanisms in transaction documentation fulfilling the features of the embedded derivatives. Furthermore, the thesis focuses on the European regulation of derivatives, specifically the Regulation of the European Parliament and the Council (EU) No. 648/2012, on OTC derivatives, central counterparties and trade repositories and unclear issues...

Executive compensation and its potential importance in aligning shareholder and management interests has been an extensively researched area within corporate finance. We study executive compensation while addressing several unresolved issues in the literature. In essay one, we examine CEO compensation following spin-offs. We find that CEOs are rewarded for undertaking a spin-off. Change in compensation for CEOs of spin-off firms following spin-offs is significantly higher than that for matching firms. We also find that the increase in compensation following spin-off is negatively associated with the change in firm size following the spin-off. Unlike mergers and acquisitions through which increases in executive compensation seem to be more related to size than performance, we show that CEO compensation increases following spin-offs even though spin-offs reduce firm size. In the second essay, we study changes in CEO salaries and their relation to firm performance. We document that changes in CEO salaries, which are a more permanent form of compensation change, are related to long term measures of performance. We find that CEO salaries change much more in relation to long term stock returns than short term stock returns. We also study the asymmetry in the relation between salary changes and firm performance. We find that while short term negative returns are related to changes in CEO salaries; only long term positive returns are significantly associated with CEO salary changes. This asymmetric relation is also present between total CEO compensation changes and stock returns. In essay three, we examine managerial decision horizons for target and acquirer firms in mergers and acquisitions. We find that acquirer CEOs have longer decision horizons than target firm CEOs in stock financed mergers. Acquirer CEOs in cash financed mergers and acquisitions also have longer decision horizons than target CEOs. Acquirer CEOs in both stock and cash financed mergers have significantly higher proportions of equity based compensation and significantly lower proportions of cash based compensation than target CEOs. In logistic regressions, measures of decision horizons for target and acquirer CEOs are not significantly related to the odds of stock financing in mergers and acquisitions. Our results do not offer strong support to the implications from the Shleifer and Vishny theory on the rationale for stock financed acquisitions.

The purpose of this paper is to analyse the acquiror’s post M&A systematic risk using the stock performance evaluation by determining the change in beta (post M&A and Pre-M&A). and further determine the impact and significancy of M&A characteristics from the previous studies that have an explanatory value that may lead to a change in the systematic risk.

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