The sources of value destruction in acquisitions by entrenched managers

被引:252
作者
Harford, Jarrad [2 ]
Humphery-Jenner, Mark [1 ,3 ]
Powell, Ronan [1 ]
机构
[1] Univ New S Wales, Sch Banking & Finance, Sydney, NSW 2052, Australia
[2] Univ Washington, Foster Sch Business, Seattle, WA 98195 USA
[3] Tilburg Univ, European Banking Ctr, NL-5000 LE Tilburg, Netherlands
关键词
Corporate governance; Mergers; Entrenchment; Blockholders; Overpayment; CORPORATE GOVERNANCE; ACQUIRER RETURNS; UNLISTED TARGETS; AGENCY COSTS; FIRM SIZE; MERGERS; EQUITY; MARKET; GAINS; COMPENSATION;
D O I
10.1016/j.jfineco.2012.05.016
中图分类号
F8 [财政、金融];
学科分类号
0202 ;
摘要
Prior work has established that entrenched managers make value-decreasing acquisitions. In this study, we determine how they destroy that value. Overall, we find that value destruction by entrenched managers comes from a combination of factors. First, they disproportionately avoid private targets, which have been shown to be generally associated with value creation. Second, when they do buy private targets or public targets with blockholders, they tend not to use all-equity offers, which has the effect of avoiding the transfer of a valuable blockholder to the bidder. We further test whether entrenched managers simply overpay for good targets or choose targets with lower synergies. We find that while they overpay, they also choose low synergy targets in the first place, as shown by combined announcement returns and post-merger operating performance. (C) 2012 Elsevier B.V. All rights reserved.
引用
收藏
页码:247 / 261
页数:15
相关论文
共 37 条
[1]  
Aggarwal R, 2011, DOES PROXY VOTING AF
[2]   LARGE SHAREHOLDERS AND THE MONITORING OF MANAGERS - THE CASE OF ANTITAKEOVER CHARTER AMENDMENTS [J].
AGRAWAL, A ;
MANDELKER, GN .
JOURNAL OF FINANCIAL AND QUANTITATIVE ANALYSIS, 1990, 25 (02) :143-161
[3]   What Matters in Corporate Governance? [J].
Bebchuk, Lucian ;
Cohen, Alma ;
Ferrell, Allen .
REVIEW OF FINANCIAL STUDIES, 2009, 22 (02) :783-827
[4]   Enjoying the quiet life? Corporate governance and managerial preferences [J].
Bertrand, M ;
Mullainathan, S .
JOURNAL OF POLITICAL ECONOMY, 2003, 111 (05) :1043-1075
[5]   DO OUTSIDE DIRECTORS MONITOR MANAGERS - EVIDENCE FROM TENDER OFFER BIDS [J].
BYRD, JW ;
HICKMAN, KA .
JOURNAL OF FINANCIAL ECONOMICS, 1992, 32 (02) :195-221
[6]   Acquisitions of private vs. public firms: Private information, target selection, and acquirer returns [J].
Capron, Laurence ;
Shen, Jung-Chin .
STRATEGIC MANAGEMENT JOURNAL, 2007, 28 (09) :891-911
[7]   Takeovers of privately held targets, methods of payment, and bidder returns [J].
Chang, SY .
JOURNAL OF FINANCE, 1998, 53 (02) :773-784
[8]   Monitoring: Which institutions matter? [J].
Chen, Xia ;
Harford, Jarrad ;
Li, Kai .
JOURNAL OF FINANCIAL ECONOMICS, 2007, 86 (02) :279-305
[9]   Estimating the value of employee stock option portfolios and their sensitivities to price and volatility [J].
Core, J ;
Guay, W .
JOURNAL OF ACCOUNTING RESEARCH, 2002, 40 (03) :613-630
[10]   Executive compensation and corporate acquisition decisions [J].
Datta, S ;
Iskandar-Datta, M ;
Raman, K .
JOURNAL OF FINANCE, 2001, 56 (06) :2299-2336