Submitted by Silvana Teresinha Dornelles Studzinski (sstudzinski) on 2017-02-10T12:29:09Z No. of bitstreams: 1 Rafael Spolavori_.pdf: 464763 bytes, checksum: cd9e32b70d64c19c4da6d1cb9e5deef9 (MD5) / Made available in DSpace on 2017-02-10T12:29:09Z (GMT). No. of bitstreams: 1 Rafael Spolavori_.pdf: 464763 bytes, checksum: cd9e32b70d64c19c4da6d1cb9e5deef9 (MD5) Previous issue date: 2016-12-19 / Nenhuma / O presente trabalho analisa os efeitos de fusões e aquisições no ensino superior privado brasileiro sobre a qualidade e desempenho acadêmico dos cursos superiores de Administração, Direito e Pedagogia. A metodologia se divide em duas etapas, primeiro realizou-se o PSM (propensity score matching) para obtenção do suporte comum e posteriormente estimação pelo método das diferenças em diferenças. Quanto à análise dos efeitos da aquisição, os resultados indicam uma proporção maior de professores doutores nos cursos de administração e pedagogia e proporção maior de professores mestres no curso de administração. O Conceito Preliminar de Curso (CPC), média dos alunos concluintes na prova de formação geral do Exame Nacional de Desempenho dos Estudantes (Enade) e média dos alunos concluintes na prova de conhecimentos específicos do Enade não apresentaram efeito significativo com as aquisições. Considerando o Índice Geral de Cursos (IGC) das Instituições de Ensino Superior (IES) adquiridas, também não demonstraram efeito significativo com as aquisições. Esses resultados indicam que a análise dos efeitos das fusões e aquisições ainda é incipiente e deve ser retomada com a divulgação de novos e atualizados indicadores de qualidade. / This study analyzes the effects of mergers and acquisitions in the Brazilian private higher education sector on quality and academic performance of the higher courses of Business Administration, Law and Pedagogy. The methodology is divided in two stages; first, the PSM (propensity score matching) was obtained in order to geet the common support; then, we estimated the acquisition effect using the difference-difference method. As to the analysis of the acquisition effects, the results indicate a higher proportion of PhD professors in the Business Administration and Pedagogy courses, and a higher proportion of professors with Master’s degree in the Business Administration course. The Preliminary Course Concept (PCC), the average of the graduating students in the Nacional Student Performance Exam general education test and the average of the graduating students in the Nacional Student Performance Exam specific knowledge test did not present significant effects with the acquisitions. The General Course Index (GCI) of the acquired Higher Education Institutions (HEI) did not have significant effects with the acquisitions either. These results indicate that the analysis of the effects of mergers and acquisitions is still incipient and should be continued with the dissemination of new and updated quality indicators.

This thesis consists of three essays and studies CEO compensation and mergers and acquisitions in empirical corporate finance. The first essay is sole-authored and is titled ‘The Effect of Social Interactions on Executive Compensation.' The second essay ‘The Role of Investment Banker Directors in M &A: Can Experts Help?' is a joint work with Qianqian Huang, Erik Lie, and Ke Yang. The third essay is titled ‘The Strategic Use of CEO Compensation in Labor Contract Negotiations' and is coauthored with Erik Lie and Tingting Que. In the first essay, I examine how executives' social interactions affect their compensation. Using the social networks among 2,936 chief executive officers (CEOs) during 1999-2008, I report that the compensation of a pair of socially connected CEOs is significantly more similar than that of a pair of non-connected CEOs. I further find that CEO compensation responds to a peer's change in pay caused by industry performance, especially if that change in pay is positive rather than negative and when the firm is suffering from weak corporate governance. I interpret these results as consistent with the notion that relative earnings concerns within social networks affect negotiations about compensation. Finally, I find that the past practice of backdating stock option grants spread across social networks, suggesting that social networks serve as a conduit for interpersonal information flow about compensation practices. Taken together, I show that CEOs' peer interactions have a substantial impact on executive pay. In the second essay, we examine how directors with investment banking experience affect firms' acquisition behavior. We find that firms have a higher probability of acquisition when an investment banker is a director. Furthermore, acquirers with investment banker directors on the board have significantly higher announcement returns, especially if the deal is relatively large and the bankers' experience and/or network is current. We also find evidence that investment banker directors help reduce the takeover premium and advisory fees paid to outside consultants. Finally, the presence of investment banker directors is positively related to long-run operating and stock performance. Lastly, in the third essay, we study whether firms strategically alter CEO compensation to improve their bargaining position with labor unions. We conjecture that (i) firms in heavily unionized industries offer lower compensation packages to their CEOs than do their non-union counterparts, (ii) unionized firms temporarily curtail CEO compensation before union contract negotiations, and (iii) the curtailment in compensation is most pronounced for option grants due to their discretionary nature. Our results support these conjectures. We also find that CEOs are more likely to sacrifice compensation if they hold a relatively large stake in the company whose value depends on the contract negotiations. Finally, we report evidence that curtailing CEO compensation helps reduce the negotiated salary growth.

This study investigates two variables, number of investors and an intangible assets/revenue ratio, that are potential industry-specific predictors of deal failure in technology M&A. I document that number of investors has a significant ability to predict deal failure in all M&A transactions: an increase in number of investors decreases deal failure rates. However, I find that neither variable is able to significantly predict deal failure differently for transactions involving technology targets and those involving non-technology targets. Broadly, my findings suggest that technology M&A and non-technology M&A may share more similarities than previously expected in the ultimate goal of properly evaluating them.

This paper utilizes a hazard model to predict the probability of leveraged buyout transactions for public firms. Rather than testing specific hypotheses, this paper incorporates all plausible predictors identified in existing literature to better delineate the effects of different characteristics. Largely confirming past results, I find that LBO transactions are more likely to occur for companies with more stable cash flows, less market visibility, lower market valuation, lower ownership concentration and lower costs of financial distress. By including LBO transactions from 1980 to September 2018, I find preliminary evidence that since the financial crisis of 2008 – 2009, private equity firms have modified their selection criteria when sourcing LBO deal targets.

This study analyzes the impact of merger and acquisition financing method on buyer cumulative abnormal returns. The model builds on findings in previous literature by including deal structure variables, company variables, industry variables, time variables, and post-acquisition announcement return data from 2000 to 2018. The analysis does not find a statistically significant relationship between cash plus debt/stock financing and cumulative abnormal returns. However, significant coefficients for buyer and target industry suggest that deal structure varies and ultimately effects cumulative abnormal returns within specific industries. Additionally, significant results for buyer profitability and time variables provide insight on how the financial market interprets synergy realization and economic crises in relation to security valuation and the mergers and acquisitions market.

Historically, merger and acquisition (or M&A) activity has occurred in cyclical patterns, forming what are known as “merger waves.” To date, there have been a total of seven waves. Though it is widely acknowledged that merger waves exist, there is no consensus on what drives these waves. Through both qualitative and quantitative analysis, this paper aims to determine the causes of merger waves and looks at those causes through two different lenses: the neoclassical view, which states that economic shocks cause merger waves, and the behavioral view, which states that increases in merger activity are due to managerial behavior and decisions. By analyzing the economic, political, and technological landscapes as well as valuation and interest rate data during periods of intense merger activity, I conclude that neoclassical theories are stronger in explaining the first three waves, whereas behavioral theories are stronger in explaining the last three waves.

Despite the high rate of failure in merger and acquisition (M&A) transactions, many organizations continue to rely on M&As as their primary growth strategy and to address market competition. The purpose of this qualitative single case study was to explore strategies managers from a large healthcare payer in the midwestern United States used to achieve operational and strategic synergies during the postacquisition information technology (IT) integration phase. Haspeslagh and Jemison's acquisition integration approaches model was the conceptual framework for the study. Methodological triangulation was established by analyzing the data from the semistructured interviews of 6 senior executives and 6 IT strategists, discussion points produced in a focus group involving 4 acquisition integration leaders, and information gleaned from M&A periodicals. Data were analyzed using Saldaña's thematic analysis method and showed that the healthcare payer organization managers used the following 4 strategies to achieve the planned synergies: plan for expected business synergies from the postacquisition IT integration, make cultural harmonization a key element of change management, align and continuously evaluate the progress of postacquisition IT integration strategies against planned synergies, and preserve durability of acquired capabilities by granting autonomy to the acquired organization. The findings of this study could lead to positive social change by stimulating a business environment that might allow healthcare payers to expand their strategic capabilities and serve their local communities with new products and other choices that improve the quality of care, health outcomes, well-being, and longevity of the consumer.

ABSTRACT In the first essay titled "The Value of Strategic Alliances in Acquisitions and IPOs," I investigate how firms' strategic alliance experience affects their valuations as acquisition targets or in IPOs. I propose that strategic alliance experience serves as a valuable signaling device for target and IPO firms, particularly those with more intangible assets and greater opacity. The results show that takeover targets with alliance experience receive higher premiums than those without such experience. More recent alliance experience as well as alliance experience in the same industry also contributes to a larger target gain. Similarly, IPO firms that have alliance experience are shown to obtain higher valuations than those without the experience. Finally, alliance experience increases the likelihood that private firms exit by going public rather than being acquired. In the second essay titled "For Better or For Worse: The Spillover Effect of Innovation Events on Alliance Partners," I examine the spillover effects of breakthrough innovations on the strategic alliance partners of the innovative firm. I find direct stock market evidence that the shareholders of strategic alliance partners significantly benefit from the spillover effects of these innovations. Multivariate analyses indicate that young and newly listed innovator firms with better growth opportunities generate bigger abnormal returns when announcing innovation events and bring larger spillover effects for their alliance partners with similar characteristics. In addition, I explore the risks associated with alliance partnerships, showing that FDA warning letters cause significant wealth losses for both the innovative firm and their alliance partners.

We compare acquisition activity, method of payment choice, and the long-run value implications of acquisitions by newly public single-class and dual-class US companies. Our results show that dual-class IPO firms make relatively more acquisitions in innovative industries and are less likely to pay with stock as compared to single-class IPO firms. We provide evidence that the reluctance of dual-class firms to pay with stock is not related to the insiders' cash-flow rights but it is significantly positively related to the insiders' voting rights and wedge between the insiders' voting rights and cash-flow rights. We also find that acquiring dual-class IPOs perform better in the long-run than acquiring single-class IPO firms, and the better performance is mainly due to acquisitions in innovative industries. The results suggest that insiders of dual-class IPOs try to retain control during subsequent M&A activities. The governance structure in such firms allows them to make investments in high risk projects that enhance shareholder value in the long-run. Next, we examine the acquisition performance of family and non-family firms in the S&P 500 universe. Using style-adjusted and market-adjusted buy-and-hold returns (BHAR) and controlling for firm and merger characteristics, we find that the post-merger performance of family firms is significantly better than that of non-family firms. In particular, the mean one-year style-adjusted buy-and hold abnormal return is around 18% higher for family acquirers than for non-family acquirers. Further, contrary to the argument that founding family members make value-destroying diversifying acquisitions to minimize the risk of their personal portfolio, we do not find that family firms lose value in diversifying acquisitions. This result is consistent with Stein's model (1997) showing that diversification helps to reduce the cost of capital of the firm.

現今小規模電信業者面臨因應不同的生命週期而出現不同的經營問題，或許併購是可值得思考的一種方式，但並不是絕對解決方式，重點是要找出對企業最有價值的策略。如何進行併購？需思考適合企業本身的方式，才能將併購後之綜效發揮至極大，故完善的評估作業，是小規模電信業者在併購前必作的課題。 本研究試針對小規模新進電信業者，研討可能透過的併購方式，使企業有增加企業價值及成長機會。其可能選擇之併購型態、併購動機(包含營運綜效、市場綜效、財務綜效、稅務綜效)及併購後可能產生之負面影響分別就問卷，訪談及個案分析找出最適合小規模電信業者併購策略方式。 研究發現台灣大哥大及遠傳電信在合併過程中都屬於主併者、同源式併購、併購雙方而言皆為合意併購。於提升品牌競爭力、增加經濟規模及範疇以及有效運用資源上有明顯之效果，但就市場綜效及財務綜效短期內並不明顯。另外根據問卷及訪談也發現大部分受訪者認為小規模業者應考慮作為「被併者」而非「主併者」，合併策略以「水平式」及「合意」方式為佳。合併之營運綜效前三名排名分別為「增加市場佔有率(用戶數)」、「增加生存能力」、「增加經濟規模」，市場綜效前三名為「可提升網路涵蓋率」、「可提高市場談判籌碼，進而降低進貨成本」、「可創造更多新用戶」。財務綜效前三名為「可改善財務結構」、「可提升股價」、「可增加其現金流量與穩定性」。至於稅務綜效則分別來自於利息費用可產生之稅盾以及小規模業者之虧損可作為合併個體所得稅之抵減項目。最後，調查中也發現併購後可能會因企業文化相異，導致企業人才流失，資源重覆投資，或因整合不易，導致營運成本增加。關鍵字：併購、小規模電信業者 / Currently, in Taiwan small telecom operators were facing different life cycles as well as operating issuing. Mergers and acquisitions (M&A) is a possible way which is worth to consider, but should not be the ultimately way, because the main point is to identify the most valuable strategy for the operators. How to make a successful M&A? Small telecom operators (STO) should identify an appropriate way for their own to achieve the maximum benefit for M&A. Therefore, a complete evaluation M&A is a very important topic for STO before merger. This study concentrates on M&A of STO, and tries to analyze the possible ways for STO to increase corporate value and growth opportunities through M&A. The research uses questionnaires, interview and case study approaches to analyze types of M&A, motivations of M&A (including synergy of operating, marketing, financial and tax effectiveness) and possible negative impacts after M&A. The case study finds that both Taiwan Mobile and Far East Tone Telecommunications in the M&A process were "the main acquirers", the type of M&A is "homologous-type merger" and "friendly takeover merger ". The both cases also indicat that the brand competitiveness improvement, increasing economies of scale and scope, and effectiveness of resources using have significant effects, but the effects of market synergy and financial synergy are not so obvious in the short term. In addition, questionnaires and interviews also suggested that most of respondents believe that the small telecom operators should consider to be "acquired firm" instead of "acquiring firm" "horizontal" and "friendly takeover" are the better M&A strategies for STO. The top three operating synergies were "increasing market share (number of subscribers) ", "increasing the survivability", and "increasing the economics of scale". The top three market synergies are "improving network coverage", "enhancing bargaining power and reducing purchasing costs", and "creating more new subscribers". The top three financial synergies are "improving financial structure", "increasing stock price", and "increasing cash flow and its stability". Synergy of tax is coming from the "tax shield", which is result from interest expenses and operating loss for STO, respectively. Finally, the study also finds that the negative post merger effects include corporate culture change which increases employees’ turnover rate, duplicate investment, and increasing operating costs due to difficult integration. Keywords: Mergers and Acquisitions, Small Telecom Operators