antitakeover charter amendments and stockholder wealth abstract many large corporations have recently adopted antitakeover charter amendments which make the transfer of corporate control more difficult this paper develops and tests competing theoretical explanations for the passage of these amendments in one view antitakeover provisions are adopted because incumbent management seeks job protection at stockholders expense the alternative hypothesis is that antitakeover provisions benefit stockholders perhaps by extracting greater payment in exchange for corporate control although inconclusive the evidence provides weak preliminary support for the hypothesis that antitakeover amendments are best explained as a device for managerial entrenchment

default premiums in commodity markets theory and evidence we model the effect of nonperformance risk on forward and futures pricing and look for evidence of nonperformance risk in precious metals futures prices from the hunt brothers episode changes in default premiums are measured and related to the sequence of events in the metals markets during this period results suggest first that ex ante costs of nonperformance can be a significant priced factor in commodity markets and second that the arrival of new information is often associated with changes in these costs the evidence has implications for both theoretical and empirical research on commodity markets organized commodity markets offer traders an efficient medium in which to execute their hedging and speculative strategies in particular the markets have developed mechanisms that reduce the costs of nonperformance which would be substantial in the absence of an organized exchange devices such as margin requirements position limits daily marking to market price limit moves and the clearinghouse reduce the expected costs of distress and default in commodity markets while organized exchanges greatly reduce expected costs of nonperformance they do not eliminate such costs throughout the history of organized futures trading there have been many instances of markets collapsing or coming to the brink of collapse after a period of unusual trading activity the most prominent example in recent times is the near collapse of the new

an evaluation of the transitional turkish electricity balancing and settlement market lessons for the future balancing and settlement market is a crucial part of restructured turkish electricity market in this framework the main purpose of this study is to examine whether the prices constituted in the transitional balancing and settlement market reflect the real cost of imbalances although it is observed that the prices are not powerful in indicating the real cost of imbalances turkey has the opportunity to form a well functioning market within the context of planned new market structure turkey needs to define a proper roadmap reckoning the points mentioned in this paper to be able to achieve her objectives

employee stock ownership and corporate control an empirical study abstract this study reexamines the wealth and corporate control effects of employee stock ownership plans esops and finds that the adoption of an esop is in general associated with positive wealth effects however the polaroid court ruling significantly changed the market s perception by enhancing the antitakeover role of esops a significant negative market response is found only after the court ruling analysis of speculation and bid activity initiated after an esop adoption shows a significant decline in takeover related activity following the court decision regression analysis corroborates this evidence consistent with stulz journal of financial economics 20 1988 25 54 and harris and raviv journal of financial economics 20 1988 55 86 the results also suggests a non monotonic relationship between firm value and managerial ownership the results support the scholes and wolfson financial management 49 1990 12 28 hypothesis that esops are not primarily implemented for tax advantages

mergers and investment incentives this paper explores the effects of mergers on the investment incentives of the levered firm and on levered firm value under a fairly broad set of assumptions it is shown that most firm combinations improve investment incentives bringing about a reduction in the agency costs of underinvestment associated with risky debt the effect of the merger on debt and equity claim values is also explored if not properly anticipated the merger may create a wealth transfer from equity holders to bondholders such a wealth transfer includes but is not limited to the coinsurance effect

state intervention in the market for corporate control abstract this study investigates the impact of pennsylvania senate bill 1310 on the share prices of pennsylvania corporations considered the most severe of the second generation antitakeover laws the statute limits the ability of shareholders to challenge management through the proxy process and eliminates the traditional fiduciary obligation of directors to promote shareholders interests we find that pa sb1310 significantly decreased share values and estimate the loss to shareholders of pennsylvania firms at 4 billion however firms with antitakeover charter amendments already in place were less affected and firms that exempted themselves from pa sb1310 recovered a portion of shareholders wealth

electricity restructuring in turkey abstract turkey implemented the electricity sector reform by which the electricity market law no 4628 passed in february 2001 recently all segments of the turkish electricity sector are dominated by a vertically integrated public owned monopoly turkiye elektrik kurumu the turkish electricity institution the turkish electricity reform involves vertical deintegration of generation transmission and distribution introduction of competition into generation and retail sale establishment of an independent regulatory authority and privatization of public generation and distribution entities this article provides an overview of the turkish electricity sector reform and defines some problems that may affect the reform success

boom and bust patterns in the adoption of financial innovations we develop a dynamic model of the adoption of financial innovations each period firms decide whether or not to adopt an innovation of uncertain value and the profitability of each period s adoptions reveals information about the innovation s value we show that characteristics of financial innovation waves cited by critics as evidence of irrational excess are in fact consistent with fully rational behavior we also show that social welfare is enhanced when more firms adopt innovations of questionable value and that financial intermediaries base an incentive to encourage such adoption article published by oxford university press on behalf of the society for financial studies in its journal the review of financial studies

tobin s q and the gains from takeovers this paper analyzes the relation between takeover gains and the q ratios of targets and bidders for a sample of 704 mergers and tender offers over the period 1972 1987 target bidder and total returns are larger when targets have low q ratios and bidders have high q ratios the relation is strengthened after controlling for the characteristics of the offer and the contest this evidence confirms the results of the work by lang stulz and walkling and shows that their findings also hold for mergers and after controlling for other determinants of takeover gains in a recent paper lang stulz and walkling lsw 1989 document that the abnormal returns in tender offers are related to the tobin s q ratios of the targets and the bidders in particular they find that target bidder and total returns are higher when takeover targets have high q ratios and bidders have low q ratios where one is used as a cutoff point to separate high q firms from low q firms in fact bidders with high q ratios have significant positive abnormal returns when they engage in a takeover while bidders with low q ratios have significant negative abnormal returns the best takeovers in terms of value creation are those where a high q firm takes over a low q firm the opposite scenario holds for the worst case takeovers low q firms taking over high q firms if q is interpreted as a measure of managerial performance these findings imply that better performing firms also make better acquisitions and that more value can be created from taking over poorly performing companies while the results of lsw are insightful they leave a number of questions unanswered their sample consists only of tender offers several studies have documented that the returns to targets in mergers are smaller than those in tender offers see jensen and ruback 1983 and huang and walkling 1987 it would therefore be useful to see whether the lsw 1989 results hold for a larger sample which includes both mergers and tender offers previous research has also shown that the characteristics of the takeover hostile versus friendly and single versus multiple bidder the form of payment cash versus securities the time period before 1968 1968 1980 1981 and later and the relative size of target and bidder are important determinants of the magnitude of takeover gains and their distribution

framing controversial actions regulatory focus source credibility and stock market reaction to poison pill adoption we contribute to the research on organizational accounts by examining the role of different framing languages and the credibility of the frame articulator on justifying controversial organizational actions drawing on regulatory focus theory and the literature on source credibility we develop novel arguments as to how a gains versus nonlosses framing and the perceived credibility of the speaker influence stakeholder responses as well as how the effectiveness of these aspects is influenced by context we test our arguments using data on the framing of the adoption of poison pills by u s firms between 1983 and 2008 using content analysis and an event study we find that a gains framing aligned with the dominant institutional logic leads to a positive stock market reaction while statements emanating from speakers with potentially self serving interests negatively affect the stock market reaction our findings further show that the effectiveness of framing and source credibility are dependent on contextual attributes such as speaker visibility prior performance and practice prevalence

the impact of merger bids on the participating firms security holders this paper investigates whether merger bids have an impact on the wealth of the participating firms bondholders and stockholders monthly and daily bond and stock returns are calculated relative to the announcement date of a merger bid for a sample of conglomerate mergers the results show that while the stockholders of target firms gain from a merger bid no other securityholders either gain or lose to provide direct evidence on the existence of diversification effects and incentive effects we test whether the bondholders returns are dependent upon the correlation between the returns of the merging firms and whether the size of the bondholders and stockholders returns in individual mergers are correlated the results are consistent with a capital market that efficiently resolves conflicts of interest between stockholders and bondholders recent empirical studies by mandelker 22 langetieg 18 dodd 6 and asquith 1 provide evidence that mergers have a favorable effect on the market value of the common stocks of merging firms the acquired firms stockholders earn large positive abnormal returns from the merger and the acquiring firms stockholders are affected little if at all although these empirical studies provide extensive evidence concerning the effects of mergers on the stockholders of the merging firms they still leave several important questions unanswered first these studies examine the returns of only one group of the firm s claimants the stockholders it is possible that the positive abnormal returns reported come at the expense of other claimants that is mergers may impose a loss on some claimants of the merging firms and the stockholders positive abnormal returns may simply reflect negative abnormal returns to these other claimants jensen and meckling 15 argue that there is an incentive for the stockholders of leveraged firms to expropriate the bondholders wealth by undertaking investment projects which increase the firm s riskiness since a merger is also a corporate investment it follows that there is an incentive for the stockholders to acquire firms which increase the variability of the firm s cashflow that is the stockholders may earn positive abnormal returns even if there is no real synergy at the expense of bondholders by increasing the firm s risk through merger the bondholders lose because of the increase in the default risk of the

how golden parachutes unfolded diffusion and variation of a controversial practice we contribute to a growing focus on variation in diffusion processes by examining the ways in which contested practices are modified as they spread among adopters expanding on prior diffusion accounts we argue that the extensiveness and similarity of a practice will vary in response to both population and organization level mechanisms to examine these issues we study variation in golden parachute contracts a controversial corporate governance practice that emerged and spread widely during the hostile takeover wave of the 1980s using a concept network approach to analyze the composition of parachute plans we find evidence of mechanisms that both increase and decrease extensiveness and variation of golden parachutes our findings hold implications for accounts of practice diffusion over contested terrain by revealing substantial variation in the course of diffusion

corporate takeover bids methods of payment and bidding firms stock returns this study explores the role of the method of payment in explaining common stock returns of bidding firms at the announcement of takeover bids the results reveal significant differences in the abnormal returns between common stock exchanges and cash offers the results are independent of the type of takeover bid i e merger or tender offer and of bid outcomes these findings supported by analysis of nonconvertible bonds are attributed mainly to signalling effects and imply that the inconclusive evidence of earlier studies on takeovers may be due to their failure to control for the method of payment recent studies on corporate takeovers provide inconclusive results on the valuation effects of acquisitions on the common stock of bidding firms 1 substantial differences are reported between the studies that analyze acquisitions initiated as tender offers and those that confine their samples to merger proposals the existence of mixed empirical findings for the bidding firms makes it difficult to interpret existing evidence and to draw conclusions about the managers acquisition motivations nevertheless the reason for the substantial difference between empirical findings on mergers and tender offers still remains an unresolved issue it is observed however that mergers are usually common stock exchange offers whereas tender offers are usually cash offers given that different methods of financing a project have different signalling implications myers and majluf 39 the differential stock returns of bidders in mergers and tender offers may be due to the method of acquisition financing

do tender offers create value new methods and evidence abstract conventional techniques of estimating takeover value improvements measure only a fraction of the total gain and include revelation about bidder stand alone value to address these biases we develop the probability scaling method which rescales announcement date returns and the intervention method which uses returns at intervening events perceived value improvements are larger than traditional methods indicate we cannot reject the hypothesis that bidders on average pay fair prices combined bidder target stock returns are higher for hostile offers lower for equity offers and lower for diversifying offers these effects reflect revelation about bidder stand alone value not differences in gains from combination

the determinants of tendering rates in interfirm and self tender offers the authors estimate the determinants of shareholder heterogeneity by examining the shareholder responses to fixed price self tender offers and two tier interfirm tender offers tendering rates are increased in the cash price relative to the postoffer price of the stock proxies for capital gains tax liabilities also explain tendering rates controlling for the cash tender relative to the postoffer price of the stock the authors find that tendering rates are significantly higher in interfirm tender offers than in self tender offers which indicates that shareholders view accepting another firm s stock as an unattractive means of avoiding capital gains copyright 1992 by university of chicago press

the gains to bidding firms from merger abstract this study examines the effect of mergers on the wealth of bidding firms shareholders bidding firms gain significantly during the twenty one days leading to the announcement of each of their first four merger bids these results fail to support the capitalization hypothesis that bidders gains are captured at the beginning of merger programs bidders abnormal returns are positively related to the relative size of the merger partners and the gains during the announcement period are larger for mergers which are successful though the gains are larger prior to 1969 merger bids after 1969 also significantly increase the wealth of bidding firms shareholders the results suggest that the inconclusive findings of the earlier studies may be due to methodological deficiencies the findings of this study are consistent with value maximizing behavior by the management of bidding firms

the mode of acquisition in takeovers taxes and asymmetric information we develop a model in which the mode of acquisition conveys information concerning the value of the bidder the model incorporates the possibility that offers containing both cash and stock can be made in a setting consistent with the u s tax code we demonstrate that bidders with unfavorable private information about their equity value choose offers containing some stock to avoid the capital gains tax consequences of cash offers the model yields a number of unique predictions about the construction of acquisition offers we present evidence consistent with the model when one firm acquires another it can pay for the acquisition with cash stock or a combination of the two recent studies find that announcement returns to bidding firms who make cash offers are higher than when stock offers are made models consistent with this evidence note that as in myers and majluf 1984 a bidder with private information about the value of its assets only offers stock when its shares are overvalued by target shareholders recognizing this adverse selection target shareholders reduce their estimate of the bidder s value thus without some benefit in stock over cash as a means of payment a lemons problem arises for stock offers and bidders only choose cash offers our paper advances the use of stock in an offer through its tax advantages in the united states to realize the benefits available in nontaxable offers an offer must contain at least fifty percent stock thus when the bidder has private information about the value of its assets stock off6rs can still occur because of their tax advantage the intuition is as follows target holders can postpone the realization of capital gains when they receive stock in a takeover so other things equal they demand higher prices in cash takeovers while the offer of stock may have tax advantages the shares swapped are valued by the target as if they were offered by the average bidder making a stock offer thus a pool of higher private valuation bidder types choose cash offers in spite of the tax consequences a pool of lower private valuation types

reciprocal shareholding and takeover deterrence reciprocal shareholding has been argued to increase managerial power and facilitate takeover resistance the latter may translate into higher premiums in the event of an actual takeover thus benef

the merit order effect of wind and river type hydroelectricity generation on turkish electricity prices abstract the environmental concerns and dependency on gas imports push turkish policy makers to find ways of increasing the share of renewable sources in electricity generation providing incentives for renewable energy in the form of feed in tariffs is one of the measures to achieve this goal basing on the data of turkish electricity market operator we quantified the magnitude of the price effects of wind and river type hydro generations on hourly average of day ahead prices we find that wind and river type hydro plants reduced the spot electricity prices during the period of 2012 2017 and despite these resources get the same incentives their impacts on the spot prices and price volatility are different this can be useful for a more comprehensive cost benefit analysis aimed at differentiating incentive schemes the paper also discusses possible underlying reasons of these different impacts such as high seasonality of hydro generation and volatility of wind generation finally we show that assuming more than 75 of the price reductions were reflected into the consumer prices in turkey the net impact of wind and river type hydro generation on final consumer prices would be negative this finding contributes to the discussions on renewable energy incentive mechanisms

does acquisition of a cooperative generate profits for the buyer the dairyworld case this article examines the takeover of a cooperative dairyworld by an investor owned firm saputo that was not previously present in the industry determines if this takeover generates greater returns for the investor owned firms iof and on the basis of this evidence makes some inferences about the behavior and performance of cooperatives and iofs the empirical evidence strongly supports the conclusion that saputo s stock price rose with its takeover announcement this outcome is consistent with a number of explanations including that saputo was unaffected by hubris a factor often suggested as the reason that many firms overbid when they undertake acquisitions dairyworld s poor liquidity and capital shortage problems as well as a limited number of suitors may have weakened its bargaining position in its dealings with saputo the observed increase in saputo s stock price is also consistent with the possibility that by taking over a cooperative saputo was able to decrease competition and thus increase its profits a fruitful area for future research would be a rigorous theoretical and empirical determination of the impact that these various factors have on acquisition profitability such analysis is required before inferences about the behavior and performance of cooperatives and iofs can be fully answered

consistent estimation of cross sectional models in event studies event studies often include cross sectional regressions of announcement effects on exogenous variables if the event is voluntary and investors are rational then standard ols and gls estimators are inconsistent consistent ml estimators are constructed for a cross sectional model of horizontal mergers relating announcement effects to exgeneous characteristics of firms and industries the ols and ml estimates differ dramatically for bidders but not for targets the evidence suggests that managers of bidders but not targets have valuable private information about the potential synergies from proposed mergers article published by oxford university press on behalf of the society for financial studies in its journal the review of financial studies

corporate control and the choice of investment financing the case of corporate acquisitions we test the proposition that corporate control considerations motivate the means of investment financing cash and debt or stock corporate insiders who value control will prefer financing investments by cash or debt rather than by issuing new stock which dilutes their holdings and increases the risk of losing control our empirical results support this hypothesis in corporate acquisitions the larger the managerial ownership fraction of the acquiring firm the more likely the use of cash financing also the previously observed negative bidders abnormal returns associated with stock financing are mainly in acquisitions made by firms with low managerial ownership do firms have systematic preferences for the means of financing investments in modigliani and miller s 1958 m m s perfect market no tax world the means by which investments are financed are irrelevant for the total value of the firm miller 1977 extended this irrelevance proposition to a case where taxes exist however casual observation suggests that firms are not indifferent to the means of financing for example many firms prefer to finance investments from internal sources or by debt rather than by issuing new equity an explanation for such systematic financing preferences and the consequent capital structure of firms is therefore called for indeed a number of such explanations have been advanced for example deangelo and masulis 1980 showed that in miller s 1977 framework the means of financing is not irrelevant if firms have different expected marginal effective tax rates due to differences in fixed charges it has also been argued that financing preferences may result from agency costs associated with debt e g barnea haugen and senbet 1981 or from asymmetry of information between managers and outside investors myers and majluf 1984 recently harris and raviv 1988 and stulz 1988 advanced a new argument for the existence of financing preferences that centers around managers incentive to maintain control over the corporation specifically by increasing debt and using the proceeds to retire equity held by the public owners managers increase the probability of maintaining control and reaping the benefits associated with it since the substitution of debt for outsiders equity decreases the fraction of

corporate financial policy and corporate control abstract this paper presents evidence that stockholder wealth declines on average when managers respond to attempted hostile takeovers with defensive changes in asset and ownership structure the data also indicate that these corporate restructurings are typically quite large and that many are attempts by managers to create barriers specific to the hostile bidder and or to consolidate a block of voting securities in the hands of management allies the evidence suggests that defensive motives whether beneficial or harmful influence corporate asset and ownership structure

cheap talk and strategic rounding in libor submissions interbanking rates were until recently based on judgmental estimates of borrowing costs we interpret this as a cheap talk game that allowed banks to communicate nonverifiable information about their opportunity cost to potential counterparties under normal market conditions there is a welfare maximizing equilibrium where banks truthfully disclose their borrowing cost but in times of financial stress only coarse equilibria survive we take this prediction to the data and show that banks round more frequently if the risk of the bank increases rounding is also more frequent for the more liquid short term rates and certain benchmark maturities

entry and competition in takeover auctions abstract we estimate the degree of uncertainty faced by potential bidders in takeover auctions and quantify how it affects prices in auctions and negotiations the high degree of uncertainty revealed by our structural estimation encourages entry in auctions but reduces a target s bargaining power in negotiations in the aggregate auctions and negotiations produce similar prices even though auctions are preferred in takeover markets with high uncertainty while the reverse is true for negotiations firm characteristics predict pre entry uncertainty and thus are informative about the relative performance of auctions and negotiations for individual targets

an empirical analysis of the role of the medium of exchange in mergers in empirical studies of differences between firms which are acquired and those which are not researchers typically divide firms into two groups acquired and nonacquired in this paper we argue that cash takeovers may be sufficiently different from noncash acquisitions that failure to distinguish between them may lead to inappropriate generalizations we provide evidence from the mid 1970s that three categories of firms can be distinguished nonacquired acquired in a cash takeover and acquired in an exchange of securities there is a substantial empirical literature exploring the differences between firms which are acquired and those which are not typically these studies divide firms into two groups acquired and nonacquired and analyze the differences in the characteristics of the two groups using binary dependent variable techniques such as discriminant analysis or probit analysis a fundamental shortcoming of these studies is that no distinctions are made concerning the nature of the merger or the acquiring firm that is it is assumed that acquired firms fall into a single category that is distinguishable from nonacquired firms in fact individual acquisitions may be motivated by quite different features suggesting that more than a single category of acquired firms should be analyzed in this paper we argue that cash takeovers may be sufficiently different from noncash acquisitions that modeling the events as being the same i e just mergers may be inappropriate we then provide evidence using data for the mid 1970s that three types of firms can be distinguished nonacquired acquired in a cash takeover and acquired in an exchange of securities the paper is organized as follows in the next section we suggest why firms acquired for cash may be quite different from firms acquired by an exchange of securities section ii describes the empirical techniques which are used and

optimal toeholds in takeover contests abstract we offer an explanation for why raiders do not acquire the maximum possible toehold prior to announcing a takeover bid by endogenously modeling the target firm s value following an unsuccessful takeover we demonstrate that a raider may optimally acquire a small toehold even if the acquisition does not drive up the pre tender target price this occurs because although a larger toehold increases profits if the takeover succeeds it also conveys a higher level of managerial entrenchment and hence a lower firm value if the takeover fails we derive new predictions regarding the optimal toehold and target value following a failed takeover we also examine the impact of a rival bidder and dilution

unifying underreaction anomalies this paper asks whether momentum and postevent drift are manifestations of the same underlying mechanism or are separate phenomena we find that both effects can be attributed to persistence in returns following news that affects expected earnings or earnings growth holding these quantities fixed there is no momentum effect nor is there postevent drift for our sample of events which includes seasoned equity offerings repurchases equity financed mergers and dividend initiations and omissions the implication is that return continuation follows fundamental news in general and in aggregate this explains momentum

review of the security of supply in turkish energy markets lessons from the winter shortages abstract turkey has changed the essentials of its energy markets more than a decade ago it was mainly a transition from a state led model to a free market one although some levels of progress is observable security of supply particularly in times of short term supply disruption had not been widely tested harsh winter conditions set a litmus test for turkish energy markets basing on the this test this paper provides an analysis of to what extent turkey is open to the risks of energy supply security and discusses possible measures to relieve future supply disruption risks energy policy making should consider the fact that electricity and gas markets are highly intertwined in turkey and security of supply measures could have cross market implications paper concludes

whale watching on the trading floor unravelling collusive rogue trading in banks recent history reveals a series of rogue traders jeopardizing their employers assets and reputation there have been instances of unauthorized acting in concert between traders their supervisors and or firms decision makers and executives resulting in collusive rogue trading we explore organizational misbehaviour theory and explain three major collusive rogue trading events at national australia bank jpmorgan with its london whale and the interest reference rate manipulation libor scandal through a descriptive model of organizational structural individual and group forces our model draws conclusions on how banks can set up behavioural risk management and internal control frameworks to mitigate potential collusive rogue trading

optimal stock trading with personal taxes implications for prices and the abnormal january returns abstract the tax law confers upon the investor a timing option to realize capital losses and defer capital gains with the tax rate on long term gains and losses being about half the short term rate the law provides a second timing option to realize losses short term and gains long term if at all our theory and simulation over the 1962 1977 period establish that taxable investors should realize long term gains in high variance stocks and repurchase stock in order to realize potential future losses short term tax trading does not explain the small firm anomaly but predicts a seasonal pattern in trading volume which maps into a seasonal pattern in stock prices the january anomaly only if investors are irrational or ignorant of the price seasonality

price and probability decomposing the takeover effects of anti takeover provisions we study the effects of anti takeover provisions atps on the takeover probability the takeover premium and target selection voting to remove an atp increases both the takeover probability and the takeover premium that is there is no evidence of a trade off between premiums and takeover probabilities we provide causal estimates based on shareholder proposals to remove atps and address the endogenous selection of targets through bounding techniques the positive premium effect in less protected firms is driven by better bidder target matching and merger synergies

target profits and managerial discipline during the conglomerate merger wave this paper takes a close look at the extraordinarily high premerger profit rates of target companies during the conglomerate merger wave both publicly traded and privately owned targets were significantly more profitable than other firms in their industries and size classes this implies that managerial discipline was not a predominant takeover motive during the period however public targets were less profitable than private targets and the largest public targets earned only average profits this suggests that managerial discipline may have been important for the few takeovers that involved large publicly traded targets copyright 1993 by blackwell publishing ltd

large shareholders and the monitoring of managers the case of antitakeover charter amendments this paper examines the role of large shareholders in monitoring managers when they propose antitakeover charter amendments we attempt to distinguish between two competing hypotheses the active monitoring hypothesis and the passive voting hypothesis we find a statistically significant positive relation between institutional ownership and the stockholder wealth effects of various types of amendments after controlling for ownership concentration among institutions managerial ownership and firm size our empirical evidence lends support to the active monitoring hypothesis proposed by demsetz 1983 and shleifer and vishny 1986 that the existence of large shareholders leads to better monitoring of managers

are acquisitions by utility firms beneficial utility firms are subject to peculiar regulatory characteristics that may allow for unique wealth effects resulting from acquisitions the wealth effects derived from acquisitions of utility firms is measured and the analysis reveals negative wealth effects for acquirers and positive wealth effects for targets however the wealth effects are generally less favorable for utility firm acquirers than other acquirer firms because of the regulatory barriers that prevent them from pursuing attractive targets

ownership of equity in dual class firms abstract the paper investigates the hypothesis that large shareholders use shares with differential voting rights for the purpose of expropriating minority shareholders consistent with several theoretical arguments but inconsistent with the expropriation hypothesis we find that large shareholders own much more equity than required for control we also show how the law can construct a regulation which reduces the opportunity for expropriation and at the same time allows for the possible benefits of differential voting rights

security price reactions around corporate spin off announcements abstract we examine security price reactions around the announcements of 123 voluntary spin offs by 116 firms between 1963 and 1981 involving a pro rata distribution of the common stock of a subsidiary to the stockholders of the parent firm the median spin off in the sample is 6 6 of the original equity value and is associated with an abnormal return of 7 0 from 50 days prior to the announcement through completion of the spin off no evidence is found to indicate the gains to stockholders represent wealth transfers from senior securityholders over the entire event period we find positive gains for firms engaging in spin offs to facilitate mergers or to separate diverse operating units but negative returns to firms responding to legal and or regulatory difficulties in the two day interval surrounding the first press announcement we find positive average excess returns for all groups

crossing takeover premiums and mix of payment an empirical test of contractual setting in m a transactions the analyses of the tender offer premiums and of the means of payment should not be performed separately in the empirical literature these two variables are often considered independently although they may have an endogenous relationship in a contractual setting using a sample of european m as over the 2000 2010 decade we show that these two variables are jointly set in a contractual empirical approach the relationship between the percentage of cash and the offer premium is positive higher premiums yield payments with more cash we highlight that the payment choice is not a continuum between full cash and full share payments two different regimes of payment in m a transactions are empirically characterized we analyze the major determinants of m a terms when the offer premium and the means of payment are jointly set the underlying rationale of an asymmetry of information and a risk sharing calculus is found to be significant in the setting of the agreement

an empirical test of the redistribution effect in pure exchange mergers merger transactions involve differing degrees of change in capital structure and asset distribution as a result different forms of merger could have different effects on security values of the firms involved previous empirical studies primarily used samples that included all types of mergers the present study examines the effect of one type of merger pure stock exchange on the values of the debt and equity of the firms involved

an empirical investigation of the impact of antitakeover amendments on common stock prices abstract antitakeover amendments are amendments to a corporation s charter that impede the ability of an outsider to gain control of the firm a number of individuals and institutions have onjected to such amendments on the grounds that they are not in the best interests of the shareholders of the firms that adopt them this paper employs event time methodology to investigate the impact of antitakeover amendments on the common stock prices of firms that adopt them the results indicate that the announcement of such amendments is associated with a positive revaluation of stock price contrary to the concerns of their critics we conclude that antitakeover amendments are proposed by managers who seek to increase the value of the firm and are approved by stockholders who share that objective

bank acquisitions and ownership structure theory and evidence abstract in this paper we both theoretically and empirically consider the joint nature of two ownermanager conflict resolution mechanisms insider shareholdings and shareholder concentration we find evidence of a significant entrenchment effect for high low firms moreover bidder returns are found to be positive for high high firms only we utilize a switching of regression regimes model to solve for critical values of and that subdivide the universe of acquiring firms into separate and distinct ownership structure regimes i e that define high vs low levels of or

do auctions induce a winner s curse new evidence from the corporate takeover market abstract we contrast the winner s curse hypothesis and the competitive market hypothesis as potential explanations for the observed returns to bidders in corporate takeovers the winner s curse hypothesis posits suboptimal behavior in which winning bidders fail to adapt their strategies to the level of competition and the amount of uncertainty in the takeover environment and predicts that bidder returns are inversely related to the level of competition in a given deal and to the uncertainty in the value of the target our measure of takeover competition comes from a unique data set on the auction process that occurs prior to the announcement of a takeover in our empirical estimation we control for the endogeneity between bidder returns and the level of competition in takeover deals controlling for endogeneity we find that the returns to bidders are not significantly related to takeover competition we also find that uncertainty in the value of the target does not reduce bidder returns related analysis indicates that prestigious investment banks do not promote overbidding analysis of post takeover operating performance also fails to find any negative effects of takeover competition as a whole the results indicate that the breakeven returns to bidders in corporate takeovers stem not from the winner s curse but from the competitive market for targets that occurs predominantly prior to the public announcement of bids

medium of payment in corporate acquisitions evidence from interstate bank mergers it has been known for some time that the medium of payment used in acquisitions is an important factor to consider see carleton et al 1983 it has also been noted that different methods of financing a project have different infor lllational implications myers and majluf 1984 krasker 1986 furthermore a substantial volume of empirical literature on stock issues reports negative stock price reactions to new offerings of seasoned common stock for example asquith and mullins 1986 kalay and shimrat 1987 this paper examines the role of medium of payment in corporate acquisitions with the help of evidence from a large sample of interstate bank mergers which took place over the five year period from 1982 through 1986 under state statutes passed in compliance with the douglas amendment to the bank holding company act 1956 initiated in 1982 merger activity of this type has grown rapidly in volume ever since and has already dramatically changed the stiucture of the commercial banking industry in this country the results of this study indicate that when the full sample of banks involved in interstate bank mergers is divided into subsamples by medium of payment the abnormal announcement period returns for the subsamples are equal to each other as well as to the results for the full sample the finding that bidder returns are not affected by the bidder s choice of medium of payment is in contrast with findings of the existing empirical studies that have explored this issue in the context of nonbank mergers see asquith biuner and mullins 1987 travlos 1987 eckbo and langohr 1989 franks hams and mayer 1988 they all report significantly higher bidder returns from cash financed acquisitions than from stock financed acquisitions

defensive mechanisms and managerial discretion we study a model where firms may possess free cash flow and takeovers may be disruptive we show that the possibility of a takeover combined with defensive mechanisms and the ability to pay greenmail can solve the free cash flow problem in an efficient way the payment of greenmail reveals information that generates a stock price decline that exceeds the value of the greenmail payment even though the payment of greenmail is value maximizing optimal defensive measures limit takeover attempts if the target stock price is too low we also provide cross sectional implications of the analysis

takeover motives during the conglomerate merger wave this article examines the stock market response to acquisition announcements during and immediately after the conglomerate merger wave of the late 1960s the main finding is that acquirer shareholders benefited from diversification acquisitions which implies that diversification was not driven by managerial objectives it is also shown that the market responded positively to bidders who retained the management of target companies and negatively to bidders who replaced target management this is consistent with the hypothesis that the market favored acquisitions intended to exploit managerial synergies it suggests that the market disliked takeovers that were motivated to discipline target management evidence on buyer and target price earnings ratios is presented that is inconsistent with the conjecture that conglomerates were able to mislead investors by earnings per share manipulation

a comparative study on energy income estimation a case study in turkey abstract hydropower is the main domestic energy resource of turkey the total gross and the economically feasible hydropower potentials of turkey are estimated as 433 twh yr and 127 twh yr respectively by the general directorate of state hydraulic works dsi of the ministry of forestry and water affairs 1 approximately 35 of the economically feasible hydropower potential is currently being utilized the government accelerated the development of the unused potential by enabling the private sector to build and operate hydroelectric power plants the primary goal of a feasibility study is the determination of the best installed capacity through economic analysis which is based on evaluation of energy incomes and investment costs associated with alternative installed capacities generally it is relatively easy to realistically estimate the investment costs on the other hand energy income estimation is not a straight forward process a number of different methods which result in different income estimates are being used in turkey the general directorate of renewable energy yegm of the ministry and natural resources and dsi recommend similar methods for energy income estimation based on firm and secondary energy generations however suggested unit prices for firm and secondary energy generations by dsi and yegm are quite different which results in different energy income estimations apart from these two methods consultancy firms unlike dsi and yegm use a single unit price for energy without making any distinction between firm and secondary energies in all three methods fixed energy prices are used nevertheless these approaches do not represent the current situation in turkey since the electricity market allows development of hourly electricity prices in this study a new energy income estimation method which utilizes hourly electricity prices called the variable price method is developed results of these four methods are compared for a case study namely altiparmak hydroelectric power plant

externalities and corporate objectives in a world with diversified shareholder consumers if shareholders own diversified portfolios and if companies impose externalities on one another shareholders do not want value maximization to be corporate policy instead shareholders want companies to maximize portfolio values this occurs when firms internalize between firm externalities any kind of externality pecuniary or nonpecuniary vertical or horizontal suffices what matters is simply that one company s actions affect another s value thus besides the traditional benefit of risk reduction portfolio diversifi cation offers additional benefits to shareholders through helping internalize externalities this paper documents the extent of diversification and cross ownership of stocks among companies where these externalities are likely to be large and provides a capital market test of how merger offers vary with the extent of cross ownership

collars and renegotiation in mergers and acquisitions i examine the motivation for and effect of including a collar in a merger agreement the most important cross sectional determinants of the bid structure cash vs stock and whether to include a collar are the market related stock return standard deviations for the bidder and target this evidence supports the hypothesis that the method of payment is dependent on the sensitivities of the bidder and target to market related risk because either has the incentive to demand renegotiation of the merger terms if the value of the bidder s offer changes materially relative to the value of the target during the bid period an important decision made during merger or takeover negotiations is the method of payment to be offered to target shareholders takeover bids can be made in cash and or some combination of securities issued by the bidding firm a considerable number of papers in the finance literature provide empirical evidence on the determinants of the choice between stock and cash as the method of payment including carleton et al 1983 niden 1986 crawford 1987 auerbach and reishus 1988 amihud lev and travlos 1990 chaney lovata and philipich 1991 and martin 1996 however this literature typically ignores the increasing fraction 20 in recent years of stock merger bids that contain a collar while an ordinary stock merger bid specifies the number of bidder shares offered as consideration for each target share the exchange ratio a collar bid provides for certain changes in the exchange ratio conditional on the level of the bidder s stock price around the effective date of the merger often insulating target stockholders from volatility in the bidder s stock price and promising a cash like payoff at the end of the bid period collar bids come in two basic forms the first which i call fixed exchange fex specifies a constant exchange ratio over a range of bidder stock prices with adjustment to the ratio outside those bounds an example of this type of transaction is the merger agreement announced on january 17 1994 between

the role of esops in takeover contests this article examines both the shareholder wealth effects of employee stock ownership plans esops announced by firms subject to takeover pressure and the takeover incidence of targets with and without esops although we do not find that defensive esops significantly reduce shareholder wealth on average we identify two factors the change in managerial and employee ownership due to the esop and the simultaneous announcement of other defensive tactics that are associated with negative stock price reactions we find that esops are strong deterrents to takeover esop targets that are acquired earn higher returns than targets without esops but the difference is not statistically significant copyright 1994 by american finance association

competition and the medium of exchange in takeovers the role of the medium of exchange in competition among bidders and its effect on returns to stockholders in corporate takeovers are investigated consistent with recent empirical evidence our model shows that stockholders of both acquiring and target firms obtain higher returns when a takeover is financed with cash rather than equity and that returns to target shareholders increase with competition the model predicts that the fraction of synergy captured by the target decreases with the level of synergy finally it is shown that as competition increases the cash component of the offer as well as the proportion of cash offered increases article published by oxford university press on behalf of the society for financial studies in its journal the review of financial studies

the construction of tender offers capital gains taxes and the free rider problem shareholders are less likely to tender shares in the first stage of a two tier offer than in an any or all offer this is inconsistent with the view that two tier offers overcome the free rider problem this article shows that two tier offers with a fully taxable first stage and a nontaxable second stage are structured to induce shareholders with low capital gains tax liabilities to accept the first stage and shareholders with high capital gains tax liabilities to accept the second stage in offers where both the first and second stage compensations are taxable high tendering rates occur in the first stage copyright 1988 by the university of chicago

on corporate governance a study of proxy contests abstract this paper examines a sample of firms experiencing proxy contests for seats on their board of directors dissident shareholders usually fail to obtain a majority of board seats nevertheless they capture some seats via mechanisms such as cumulative voting in over half of the sample contests regardless of proxy contest outcome positive and statistically significant share price performance is associated with the contest that finding is predicted by the standard economic analysis of proxy contests in which the challenges benefit shareholders by improving corporate performance the finding runs counter to the claim of berle 1962 that the economists view of proxy contests is a wholly imaginary picture a portion of the positive share price changes taking place in the early stages of some proxy contests is not permanent however and as suggested by manne 1962 is at least partially attributable to temporary increases in the market value of the vote attached to corporate shares

paying the price the impact of controversial governance practices on managerial reputation this study directly examines the reputational penalties that managers pay when they engage in controversial governance practices that raise questions about managerial self interest these penalties

the politics of regulation in the turkish electricity market abstract turkey began reforming the electricity market in 2001 the regulatory reform aimed to liberalize the market however the institutional and political structure was not ready for creating an efficiently working competition the independent regulator did not have both experience and will to direct the industry to a more competitive environment currently the reform has slowed down and political preferences drive the industry this paper studies the reasons for the slowdown in the reform efforts by focusing on the relationships between the government judiciary and the independent regulator we conclude that strategic behaviors of players in the market including the judiciary the government and the regulator have made the introduction of competition to the market more costly

managerial incentives and product market competition are imperfectly competitive leibenstein 1966 claims that there may be a substantial amount of x inefficiency where x inefficiency measures the degree to which actual profits depart from the maximum of profits that could be obtained if all operations in the firm were carried out at minimal costs he offers empirical evidence from case studies showing that the welfare loss due to organizational slack is of an order of magnitude bigger than the welfare loss due to monopolistic price distortions on imperfectly competitive markets these results support the common presumption that increasing competition reduces organizational and in particular managerial slack however this early literature does not offer a theoretical explanation for the link between competition and managerial incentives in particular it ignores the fact that managerial incentives can be affected by the design of an incentive scheme in this paper i derive the optimal incentive scheme for a manager as a function of the competitiveness of the environment in which his firm operates the basic impact of increased competition is that it reduces the profits of a firm this has two effects in the model first if a firm has high costs then the reduction of profits may be sufficient to render the firm unprofitable so the probability that it has to be liquidated goes up this unambiguously induces the manager of the firm to work harder for a cost reduction in order to avoid liquidation and to keep his job second the reduction in profits may affect

corporate acquisitions a theory of special cases a review of event studies applied to acquisitions mergers occur when an acquiring firm and a target firm s agree to combine under legal procedures established in the states in which the merger participants are incorporated a tender offer is an offer to purchase a proportion of the outstanding shares of the target firm at specified terms on or before a specified date those shareholders not tendering their shares retain an ownership interest in the firm the term acquisition is used in a generic sense to refer to any takeover economists especially those specializing in industrial organization have theories to explain the motivations for horizontal acquisitions and to a lesser extent vertical acquisitions however conglomerate acquisitions appear to present problems to some economists and governmental organizations the literature on mergers is replete with studies which evaluate the impact of acquisitions on the participants the original studies consider the impact of mergers on the risk of the resulting firm and on its profitability in investigating these isssues the pre and post acquisition behaviour of both bidders and targets is examined and there is an attempt to isolate and measure the impact of the acquisition from other events that affect the firm performance measures are based either on accounting data or on stock price reactions to the acquisition to identify acquisition specific influences comparisons of the merger sample to a non merger control group are used these studies are seriously compromised for the following reasons accounting data do not provide information on the expected long run impacts of the acquisition on the participants there are serious problems in defining a comparable control group and the comparison group does not provide information on how the specific firms would have performed without the acquisition this review focuses on those studies which utilize stock market data and measure the performance of merger participants over the acquisition period as

takeover defenses ownership structure and stock returns in the netherlands an empirical analysis this study empirically examines the relationships between a firm s takeover defenses and its ownership structure and stock returns analyzing data of dutch listed companies we find that multiple antitakeover defenses are increasingly adopted when firms are characterized by relatively lower ownership concentration the evidence supports the hypothesis that more concentrated ownership of shares provides more effective monitoring of managers as defense by issuing preferred share has recently been the most widely adopted mechanism in the netherlands its impact on shareholders wealth is also analyzed we observe the presence of two opposing effects of this antitakeover measure

mitigating risk in international mergers and acquisitions the role of contingent payouts previous internationalization studies have focused on the entry modes employed by multinational firms but have not considered the contractual heterogeneity that underlies each mode it is important to examine these contractual details as the firm may be able to obtain some of the benefits typically associated with one entry mode while selecting another in the case of international mergers and acquisitions m as a key contractual variable is whether the parties agree to a performance contingent payout structure which can mitigate the risk of adverse selection in this paper we examine the antecedents of contingent payouts in the form of earnouts and stock payments the results indicate that firms lacking international and domestic acquisition experience turn to contingent payouts when purchasing targets in high tech and service industries firms tend to avoid contingent payouts in host countries with problems with investor protection and legal enforceability

the daylight saving time anomaly in relation to firms targeted for mergers abstract this paper finds evidence that daylight saving time changes influence the decision making of investors when trading in firms targeted for mergers we find that investors who face imbalances in their circadian cycle generate more positive abnormal stock returns upon the announcement of target firms this result holds within a large number of robustness tests target firms also experience more pronounced stock return volatility in response to their merger announcements the first trading day after clock changes overall these results seem to indicate that investors may overreact to available information when experiencing imbalances in their circadian cycle

a multi level panel star model for us manufacturing sectors we introduce a multi level smooth transition model for a panel of time series which can be used to examine the presence of common nonlinear business cycle features across many variables the model is positioned in between a fully pooled model which imposes such common features and a fully heterogeneous model which allows for unrestricted nonlinearity we introduce a second stage model linking the parameters that determine the timing of the switches between business cycle regimes to observable explanatory variables thereby allowing for lead lag relationships across panel members we discuss representation estimation by concentrated simulated maximum likelihood and inference we illustrate our model using quarterly industrial production in 19 us manufacturing sectors and document that there are subtle differences across sectors in leads and lags for switches between business cycle recessions and expansions copyright 2005 john wiley sons ltd

does the bond market predict bankruptcy settlements this study shows the extent to which deviations from the absolute priority rule increase or decrease the bankruptcy emergence payoff to traded i e usually junior claimants bondholders the data indicate that on average bondholders benefit albeit slightly from absolute priority rule apr violations this paper also examines the degree to which the bond market in the bankruptcy filing month anticipates departures from the apr and other influences on the payoff to bondholders in other words we investigate the informational efficiency of the market for bankrupt bonds overall despite the complex and lengthy nature of bankruptcy proceedings the results support efficiency the finance literature has traditionally assumed that when a firm enters bankruptcy the creditors become the owners and the value of the firm is distributed according to the absolute priority rule apr the apr states that senior creditors should be fully compensated before junior creditors receive any portion of the bankrupt firm s value and junior creditors should receive full payment before shareholders receive any compensation in practice formal bankruptcy proceedings are complex processes that often violate the apr brown 1989 captures some of the intricacies of this process in a game theoretic model showing that the solution to the bargaining process in bankruptcy can involve deviations from the apr although the solution

dual class recapitalizations as antitakeover mechanisms abstract we report evidence on shareholder wealth effects of 94 firms recapitalizing with dual classes of common stock with disparate voting rights we find significant negative abnormal stock price returns at the announcement of the dual class recapitalization when we consider recapitalizations separately announced since the nyse imposed a moratorium is june 1984 on the delisting of companies with dual classes of equity we find significant negative abnormal returns as compared with insignificant returns in the earlier period those firms recapitalizing from june 1986 through may 1987 experienced the most significant negative returns observed

standstill agreements privately negotiated stock repurchases and the market for corporate control abstract standstill agreements are voluntary contracts which limit a substantial stockholder s ownership interest in a corporation for a specified number of years they are often accompanied by repurchase of the substantial stockholder s shares at a premium above the market price standstills and premium buybacks reduce competition for corporate control and provide differential treatment of large block stockholders the analysis indicates a statistically significant negative average effect on non participating stockholder wealth associated with standstill agreements negotiated premium repurchases are also associated with negative but less significant stockholder returns the evidence is inconsistent with the hypothesis that these management actions are in the best interests of non participating stockholders

ethical aspects of investor behavior the neoclassical paradigm assumes that shareholders utility is solely a function of their wealth and prescribes that management should act in a manner consistent with share price maximization the stakeholder view also assumes that shareholders utility derives from wealth but prescribes that managers must balance the shareholder wealth maximization objective against the rights of other constituencies thus while neoclassicists and stakeholder theorists have different prescriptives for management behavior their definitions of the shareholders interest are consistent shareholders are self interested economic agents whose utility is best served by share price maximization however if shareholders are other interested and attack importance to ethical and moral values then both the neoclassical and stakeholder view derive from invalid assumptions in this paper i present evidence that much shareholder behavior is ethically motivated as a result the basis for both the neoclassical and the stakeholder view are weakened

learning to bid the design of auctions under uncertainty and adaptation we examine auction design in a context where symmetrically informed adaptive agents with common valuations learn to bid for a good despite the absence of private valuations asymmetric information or risk aversion bidder strategies do not converge to the bertrand nash equilibrium strategies even in the long run deviations from equilibrium strategies depend on uncertainty regarding the value of the good auction structure the agents learning model and the number of bidders although individual agents learn nash bidding strategies in isolation the learning of each agent by flattening the best reply correspondence of other agents blocks common learning these negative externalities are more severe in second price auctions auctions with many bidders and auctions where the good has an uncertain value ex post

empirical testing of auction theory given the state of affairs in auction theory there is at least one model for instance to support any position one would care to take concerning the revenue of sealed bid vs open auctions it should not come as a surprise that a fair amount of empirical work in auctions is underway this paper reports the results of some recently completed research i first discuss papers in which the predictions being tested derive directly from the pure theory of auctions and then papers in which the predictions arise out of an application of auction theory to a related institution

statistical evidence about libor manipulation a sherlock holmes investigation this paper contributes to the crucial problem of libor malfunctioning due to its manipulation by banks a phenomenon described clearly in the fsa inquiry report published in september 2012 after applying classical tests of non stationarity to a series of participating banks libor quotes we detected some significant breaks in the data that correspond to significant economic events namely lehman brothers bankruptcy or central banks decisions our conclusion is that a possible manipulation confirmed ex post in the fsa report can be deduced throughout the crisis period as a result of the behavior of the coefficients in a linear three regime threshold regression model finally we applied an original procedure to detect those banks most likely to build cartels or at least homogeneous groups during the important period of turmoil under review namely august 2007 through november 2012 this method called hierarchical clustering analysis helped us to precise the conclusions of the abovementioned fsa inquiry

the role of bank advisors in mergers and acquisitions this paper looks at the role of commercial banks and investment banks as financial advisors in their role as lenders and advisors banks can be viewed as serving a certification function however banks acting as both lenders and advisors face a potential conflict of interest that may mitigate or offset any certification effect overall we find evidence of a net certification effect for target firms but conflicts of interest for acquirers in particular target firms earn higher abnormal returns when the target s own bank is hired as merger advisor consistent with the bank s role as certifier of the more informationally opaque target s value to the acquirer in contrast we find no net certification role for acquirers there are at least two possible reasons for this first certification of value may be less important for acquirers because it is the target firm that must be priced in a merger second acquirers may utilize commercial bank advisors in order to obtain access to bank loans to finance activities in the postmerger period thus an acquirer may choose its own bank with whom it has had a prior lending relationship as an advisor in a merger however this choice weakens the certification effect and creates a potential conflict of interest because the advisor s merger advice may be distorted by considerations related to the bank s past and future lending activity

the rationale behind interfirm tender offers information or synergy this paper investigates the rationale behind interlirm tender offers by examining the returns realized by the stockholders of lirms that were the targets of unsuccessful tender offers and lirms that have made unsuccessful offers our results suggest that the permanent positive revaluation of the unsuccessful target shares documented by dodd and ruback 1977 and bradley 1980 is due primarily to the emergence of and or the anticipation of another bid that would ultimately result in the transfer of control of the target resources we also find that the rejection of a tender offer has differential effects on the share prices of the unsuccessful bidding firms depending upon whether the tender offer process results in a change in the control of target resources on the basis of these results we conclude that acquisitions via tender offers are attempts by bidding firms to exploit potential synergies not simply superior information regarding the true value of the target resources

the effect of poison pill securities on shareholder wealth abstract this paper examines empirical evidence about the effect of poison pill takeover defenses on shareholder wealth i find evidence that announcements of the most restrictive forms of the pill defense are associated with stock price declines also the most restrictive forms of the pill defense are associated with abnormally high rates of defeat of unsolicited tender offers although this evidence is consistent with managerial entrenchment the evidence implies that on average poison pill defenses have seemingly had only a modest effect on firm valuation

regulatory reform in turkish energy industry an analysis the republic of turkey has initiated an ambitious reform program in the most important segments of her energy market which requires privatization liberalization as well as a radical restructuring of these industries however there is no consensus that the measures introduced are optimal the present article attempts first to evaluate the regulatory framework created by the laws of 2001 in terms of economic efficiency considerations and second to determine what still needs to be done to improve the current situation the paper not only provides an analysis of these reforms but also lists some policy suggestions the study concludes that despite relatively good legislative framework in practice the reforms in turkey are far from ideal as they are mainly in the form of textbook reforms and therefore a significant amount of work still lies ahead of turkey to set up a fully fledged energy market

identifying control motives in managerial ownership evidence from antitakeover legislation this study uses the introduction of second generation antitakeover legislation as a natural experimental setting to infer the value that managers place on the control rights conferred by stock ownership we conjecture that managers will reduce their stockholdings in the post legislation period because they can ensure their prior level of control while holding fewer risky shares using a variety of specifications we find robust evidence consistent with this revealed preference hypothesis further demonstrating the key role played by control considerations in managers stockholding decisions the reductions in ownership are concentrated in management teams with higher levels of initial ownership and in firms without poison pills

conglomerate mergers managerial motives and stockholder wealth managerial theories of conglomerate mergers suggest that such mergers are motivated by the manager s desire to reduce his firm s and thus his income risk yet the application of optimal contracting models e g diamond and verrecchia 1982 to this issue suggests that the stockholders who bear the cost of uncertainty may also benefit from reducing the firm s risk examining the market reaction to congomerate mergers announcements we cannot support the hypothesis that managers initiate conglomerate mergers solely for their own benefit to the detriment of stockholders

discriminant characteristics of us banks acquired with or without federal assistance abstract an extensive literature review of statistical studies on merger acquisition and takeover activities in various sectors is presented it reveals a large number of efforts models and pitfalls to classify and predict acquired or bankrupt vs non acquired or healthy firms in this study we considered twenty endogenous bank variables in order to determine the most important characteristics that differentiate us bank mergers acquisitions with or without federal assistance we developed several logistic regression models with only three to five significant variables which classified correctly about 93 of the 299 actual 1987 1988 cases and 89 in the 56 case 1989 holdout sample

security pricing and deviations from the absolute priority rule in bankruptcy proceedings claims ultimately awarded to shareholders of firms in reorganization were examined for a sample of 30 filings under the 1978 bankruptcy reform act we measured the amount paid to shareholders in excess of that which they would have received under the absolute priority rule and found that this amount represents on average 7 6 of the total awarded to all claimants evidence is also reported that common share values reflect a significant proportion of value ultimately received in violation of absolute priority suggesting that deviations from the rule were expected by the equity markets the absolute priority rule hereafter apr states that a bankrupt firm s value is to be distributed to suppliers of capital such that senior creditors are fully satisfied before any distributions are made to junior creditors and junior creditors are paid in full before common shareholders bankruptcy reorganization proceedings however are leaving shareholders and junior creditors with valuable assets even when senior claimants receive only partial settlements as barrett and sullivan 1988 noted traditionally shareholders have been last in line their claims on a troubled company s assets have had the lowest priority and their impact on the course of bankruptcy code proceedings generally has been next to nil but lately the balance of power has been shifting warner 1977 provided one of the early discussions of the implications of deviations from the apr baldwin and mason 1983 pp 510 511 examined the resolution of claims in the massey ferguson reorganization and provided no support for the hypothesis that the market believes absolute priority rules will be enforced if the firm defaults on its financial obligations franks and torous 1989 analyzed a sample of bankruptcies that occurred during the period 1970 through 1984 and found that 21 of 27 sample cases exhibited departures from the apr more recently weiss 1990 examined 37 firms that filed for bankruptcy between 1980 and 1986 and reported that 27 of the cases involved apr violations

acquisition premiums when investment banks invest their own money in the deals they advise and when they do not evidence from acquisitions of assets in the uk abstract this paper shows that investment banks that advise acquirers of assets negotiate favourable terms when they invest their own money in the deal but lead their clients to overpay when they do not have financial incentives acquirers pay the smallest premiums in divisional mbos when advised by the investment bank that finances the deal and the largest premiums in interfirm asset sales when advised by an investment bank remunerated contingent on deal completion premiums are in between the two extremes when acquirers do not use advisors these results are attributed to investment bank incentives which exacerbate the information asymmetry between buyers and sellers of assets

competition among sellers in securities auctions we study simultaneous security bid second price auctions with com petition among sellers for potential bidders the sellers compete by designing ordered sets of securities that the bidders can offer as payment for the assets upon observing auction designs potential bidders decide which auctions to enter we characterize all symmet ric equilibria and show that there always exist equilibria in which auctions are in standard securities or their combinations in large markets the unique equilibrium is auctions in pure cash we extend the model for competition in reserve prices and show that binding reserve prices never constitute equilibrium as long as equilibrium security designs are not call options jel d44 d82 g10 in economic and financial markets rights to control and exploit assets with the potential to generate cash flows are often sold through auctions while in some auc tions the winner s future profits from the asset cannot be used as a basis for payment so only cash bids are possible in many cases it is possible to observe and verify the ex post cash flows this means that bidders can submit their bids in the form of securities the values of which are contingent on future cash flows from the asset securities auctions are common in the real world examples include government sales of oil leases lead plaintiff wireless spectrum and highway building auctions many other transactions though not formally auctions are similar to securities auc tions in nature examples include corporate takeovers intercorporate asset sales book publishing advertising and venture capital markets 1 in this paper we analyze equilibrium auction mechanisms when sellers compete for potential bidders by altering security designs of their auctions rather than reserve prices as in the prior literature specifically we consider an environment in which

an empirical analysis of the reincorporation decision the literature suggests two competing explanations for reincorporations efforts at managerial entrenchment and attempts to improve contractual efficiency the empirical evidence to date is inconclusive to seek further evidence we examine a large sample of firms that changed their state of incorporation over the period 1980 1992 we find that shareholder wealth is decreased by reincorporations that erect takeover defenses but is increased by reincorporations that establish limits on director liability firms that claim they reincorporate to limit the personal liability of their board members and thereby attract better qualified outside directors do in fact expand the outside representation on their boards whereas firms citing other motives do not

takeover defenses and wealth effects on securityholders the case of poison pill adoptions abstract this is the first study to examine the valuation effects of any antitakeover amendment on both bondholders and stockholders we present new evidence documenting that on average there is a significant wealth loss experienced by bondholders at poison pill adoption announcement while stockholders are unaffected our finding of significant bondholder losses is consistent with the proposed negative signal hypothesis we document results which indicate that bondholders correctly anticipate the degree of leverage increase at the time of the announcement we also show that the proportion of insider ownership is negatively related to bondholder wealth effect at announcement this supports the notion that higher insider manager ownership leads to a greater alignment of manager stockholder interests while increasing the stockholder bondholder agency costs long run analysis of leverage and performance measures reveal that pill adopting firms are not under leveraged as compared to their industry rivals however supporting the negative signal hypothesis the leverage of sample firms rises significantly after the pill adoption performance measures reveal that sample firms significantly underperform their industry cohorts this result suggests that poison pill adoptions are motivated by poor managers attempting to immunize themselves from the disciplinary actions of the corporate control market