Isabel Feito-Ruiz

Determinants of the acquisition of listed versus unlisted firms in different legal and institutional environments

The aim of this article is to analyse the determinants of the decision to acquire unlisted rather than listed firms in different legal and institutional environments. We estimate a probit model considering the mergers and acquisitions (M&As) announced by European listed firms (19 countries) that acquires worldwide listed or unlisted firms (36 countries) in the period 2002–2007. Our results show that managerial opportunism is a determinant in the acquisition of listed firms, occurring with greater probability in acquiring countries with low shareholder and minority shareholder protection. Information asymmetry is another relevant determinant that promotes the acquisitions of unlisted firms. Furthermore, the less developed the capital market in the country of the acquired firm, the greater the probability of acquisitions of unlisted firms. This article contributes to the M&A literature by showing that in addition to managerial opportunism and information asymmetry, the legal and institutional environments in both the acquiring and the target countries are also relevant aspects explaining the decision of whether to acquire listed or unlisted firms.

Reverse takeover: the moderating role of family ownership

ABSTRACT The aim of this study was to analyse the determinants of reverse takeovers, examining the influence of target firm shareholders’ type in the agreement. We examine reverse takeovers implemented in the Alternative Investment Market between 1999 and 2012, paying special attention to the differences between family and non-family target firms, as well as the impact of the financial crisis. We propose that family firms have a lower probability of accepting a reverse takeover (‘shell’ firm), to avoid both diluting the ownership structure (loss of control) and new shareholders entering their firm. Our main findings show that the higher the percentage of ownership held by family holders, the lower the probability of their being the target firm in a reverse takeover. This effect is maintained during the crisis period, in accordance with the expectation that family firms will have fewer financial constraints.

Mergers and acquisitions valuation: the choice of cash as payment method

This paper studies the relevance of the acquiring ownership structure and its legal and institutional environment on the decision to pay for a merger and acquisition (M&A) with cash and how this decision influences the acquiring shareholders’ M&A valuation. At the same time, we deal with the potential endogeneity problem. The results show that the acquiring ownership structure and the legal and institutional environment influence both the choice of cash as the payment method and the acquiring shareholders’ valuation, being the payment method an endogenous decision. High levels of ownership concentration in the acquiring firm or in countries with strong legal and institutional environments reduce the probability of cash paid M&As and provoke higher acquiring shareholders valuation around the announcement of an M&A paid in cash.

Mergers and Acquisitions Valuation: Cash vs Stock Payment

The aim of this paper is to study the influence of the Merger and Acquisition (M&A) payment method decision on the acquiring shareholders’ M&A valuation, considering the relevance of the acquiring ownership structure and the legal and institutional environment, and the possibility that the payment method decision may be endogenous. The results show that the ownership structure and the legal and institutional environment influence both the choice of payment method and the acquiring shareholders’ valuation. High levels of ownership concentration in the acquiring firm or in countries with strong legal and institutional environments reduce the probability of cash paid M&As. Acquiring shareholders value cash paid M&As more in firms with high levels of ownership concentration because of higher managerial control. Also, it is higher in countries with a strong legal and institutional environment, where lower agency costs are expected, and cash payment is not associated with avoiding ownership dilution.

Takeovers and (Excess) CEO Compensation

We study if a CEO’s equity-based compensation affects the expected value generation in takeovers. When the objectives of management and shareholders are more aligned, as proxied by the use of equity-based compensation, more value-maximizing acquisitions are expected. Whereas in widely-held firms the decision power is with the management, in firms with concentrated ownership the decision power may be with major blockholders. This may entail that ownership concentration and equity-based pay are substitutes. We find a strongly positive relation between equity-based compensation and cumulative abnormal announcement returns at takeovers, but this relation is eroded when dominant share blocks are held by corporations, which confirms the substitution effect. Powerful CEOs in companies with weak boards and without actively monitoring shareholders may set their own pay which could lead to excesses. We relate excess pay to how takeover decisions are received by the market, and demonstrate that excess compensation negatively affects the acquirer’s stock valuation at a takeover announcement. The market is thus able to identify firms with agency problems and is cautious in its expectations about potential value creation by means of acquisitions.

Acquisition of Listed vs Unlisted Firms: Determinants in Different Legal and Institutional Environments

Acquiring firm shareholders place greater value on the purchase of unlisted firms (2.71%) than listed ones (0.59%) for Mergers and Acquisitions (M&As) performed by European listed firms from 2002 to 2007. Managerial opportunism is a determinant in the acquisition of listed firms, occurring with greater probability in countries in which acquiring firm shareholders receive less protection. Another determinant is information asymmetry, which favors a discount in the price of acquisitions of unlisted firms. In line with this result, the less developed the capital market in the country of the acquired firm, the greater the probability of acquisitions of listed firms.