Corporate Governance and Regulatory Impact on Mergers and Acquisitions

Corporate Governance and Regulatory Impact on Mergers and Acquisitions
Author: Greg N. Gregoriou
Publisher: Elsevier
Total Pages: 304
Release: 2007-07-26
Genre: Business & Economics
ISBN: 0080549322

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Corporate Governance and regulatory presssures have been much in the news lately. How they affect the bottom line of corporations has been difficult to quantify, and research is just beginning to be published that addresses this crucial question. This book is the first collection for new research about the impact of takeover regulation and corporate governance on M&A financial results. It will be essential reading to any M&A specialist, an investment banker, a hedge fund manager, a private equity director, or a venture capitalist. Also a must read for financial analysts who follow M&A targets. The book presents research from around the world so it provides a global perspective on this important topic. *The first and only book of research on takeover regulation and corporate governance affecting M&A results*Stands out from all the "How to" books on M&A and M&A disaster books because it provides solid high-quality research on what works and how different decisions affect company and shareholder value*Research provides a guideline for decisionmakers in investment banks, private equity companies, and for financial analysts

International Corporate Governance Spillovers

International Corporate Governance Spillovers
Author: Rui Albuquerque
Publisher: International Monetary Fund
Total Pages: 41
Release: 2013-11-12
Genre: Business & Economics
ISBN: 1475515138

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We develop and test the hypothesis that foreign direct investment promotes corporate governance spillovers in the host country. Using firm-level data on cross-border mergers and acquisitions (M&A) and corporate governance in 22 countries, we find that cross-border M&As are associated with subsequent improvements in the governance, valuation, and productivity of the target firms’ local rivals. This positive spillover effect is stronger when the acquirer is from a country with stronger shareholder protection and if the target’s industry is more competitive. We conclude that the international market for corporate control promotes the adoption of better corporate governance practices around the world.

The Economics of Corporate Governance and Mergers

The Economics of Corporate Governance and Mergers
Author: K. Gugler
Publisher: Edward Elgar Publishing
Total Pages: 373
Release: 2008-01-01
Genre: Business & Economics
ISBN: 1848443927

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This book provides an insightful view of major issues in the economics of corporate governance (CG) and mergers. It presents a systematic update on the developments in the two fields during the last decade, as well as highlighting the neglected topics in CG research, such as the role of boards, CG and public interest and the relation of CG to mergers. Two important conclusions can be drawn from this book: the first is that corporate governance systems that better align shareholders and managers interests lead to better corporate performance; second, there is an important relationship between CG structures and the quality of firm decision-making, one of the most important being the decision to merge or take over another firm. Focusing on some of the often-neglected aspects of corporate governance such as non-profit organizations and public interest, as well as mergers and acquisitions from a CG perspective, this book will be a valuable resource for both academics and postgraduate students of finance, business and economics.

Mergers, Acquisitions, and Other Restructuring Activities

Mergers, Acquisitions, and Other Restructuring Activities
Author: Donald DePamphilis
Publisher: Academic Press
Total Pages: 584
Release: 2019-09-04
Genre: Business & Economics
ISBN: 0128150769

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Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to Process, Tools, Cases, and Solutions, Tenth Edition, is the most comprehensive and cutting-edge text available on the subject. Supported by recent peer-reviewed academic research, this book provides many recent, notable deals, precedent-setting judicial decisions, government policies and regulations, and trends affecting M&As, as well as takeover strategies and tactics. Today's policies, politics and economics are reflected in the book's 40 case studies, 90% of which involve deals either announced or completed during the last several years. These cases represent friendly, hostile, highly leveraged, and cross-border transactions in ten different industries, involving public and private firms and those experiencing financial distress. Sections discuss an overview of M&As, key regulations, common strategies and tactics, how managers may choose a business strategy from available options, valuation methods and basic financial modeling techniques, the negotiating process, how deal structuring and financing are inextricably linked, how consensus is reached during the bargaining process, the role of financial models in closing the deal and strategic growth options as alternatives to domestic M&As. Provides a rigorous discussion of the strengths and limitations of financial modeling as applied to M&A and how these models can be applied in various areas Includes new academic research and updated/revised case studies Presents updated M&A tactics and strategies, along with court cases and new regulations governing business combinations, valuation methodologies and financing

The Art of Capital Restructuring

The Art of Capital Restructuring
Author: H. Kent Baker
Publisher: John Wiley & Sons
Total Pages: 612
Release: 2011-07-28
Genre: Business & Economics
ISBN: 1118030354

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The most up-to-date guide on making the right capital restructuring moves The Art of Capital Restructuring provides a fresh look at the current state of mergers, acquisitions, and corporate restructuring around the world. The dynamic nature of M&As requires an evolving understanding of the field, and this book considers several different forms of physical restructuring such as divestitures as well as financial restructuring, which refers to alterations in the capital structure of the firm. The Art of Capital Restructuring not only explains the financial aspects of these transactions but also examines legal, regulatory, tax, ethical, social, and behavioral considerations. In addition to this timely information, coverage also includes discussion of basic concepts, motives, strategies, and techniques as well as their application to increasingly complex, real-world situations. Emphasizes best practices that lead to M&A success Contains important and relevant research studies based on recent developments in the field Comprised of contributed chapters from both experienced professionals and academics, offering a variety of perspectives and a rich interplay of ideas Skillfully blending theory with practice, this book will put you in a better position to make the right decisions with regard to capital restructuring in today's dynamic business world.

The Oxford Handbook of Corporate Law and Governance

The Oxford Handbook of Corporate Law and Governance
Author: Jeffrey Neil Gordon
Publisher: Oxford University Press
Total Pages: 1217
Release: 2018
Genre: Business & Economics
ISBN: 0198743688

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Corporate law and governance are at the forefront of regulatory activities worldwide, and subject to increasing public attention in the wake of the Global Financial Crisis. Comprehensively referencing the key debates, the Handbook provides a much-needed framework for understanding the aims and methods of legal research in the field.

Managing Corporate Governance Issues in M&A

Managing Corporate Governance Issues in M&A
Author: Gary S. Schiff
Publisher: Aspatore Books
Total Pages: 0
Release: 2010
Genre: Consolidation and merger of corporations
ISBN: 9780314266972

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Managing Corporate Governance Issues in M&A provides an authoritative, insiders perspective on key strategies for navigating the current corporate governance climate in mergers and acquisitions. Featuring partners from some of the nations leading law firms, these experts guide the reader through the process of analyzing governance issues in an M&A transaction. These top lawyers offer advice on understanding the legal standards and compliance issues for corporate governance, performing due diligence to resolve concerns, and improving and assimilating governance standards in a merger. From assessing risks involved when acquiring an insolvent firm to understanding the liability issues that arise from poor governance, these authors explain the key issues that affect corporate governance in todays economy. Additionally, these leaders discuss corporate governance issues and regulations in Canada. The different niches represented and the breadth of perspectives presented enable readers to get inside some of the great legal minds of today, as these experienced lawyers offer up their thoughts around the keys to success within this ever-evolving field.

State on Board!

State on Board!
Author: Nga Pham
Publisher: Springer Nature
Total Pages: 270
Release: 2021-09-01
Genre: Political Science
ISBN: 9811635250

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Research in this book focuses on the strategic behaviour of the State as a shareholder in businesses, and the implications it has for the other shareholder(s) and business performance. It investigates the institutional characteristics of State-linked and State-owned firms (SIEs & SOEs), in emerging markets using Vietnam as a case study with comparative analysis on China and selected ASEAN countries. In doing so, the book adopts an evidence-based approach to explain the State’s role as a shareholder in the different aspects of corporate governance, including CEO appointment, board structure and impact of State ownership on business strategy and performance. It highlights the influence of the State as a shareholder by investigating institutional factors consistent with “path dependence” theory, which postulates that the initial and underlying structure of an economy influences its performance. In addition, the book presents empirical evidence of the dynamics of corporate governance arising from interactions between the State and other shareholders, which has not yet been addressed in the literature, and is distinctive in providing new insights from both qualitative and empirical research on how to successfully navigate the emerging market business environments from the perspective of the State as an “owner-participant”. Explaining the theoretical constructs in corporate governance in State-invested firms, empirical research methodologies, and results to draw and validate inferences, the book is comprehensive and provides a practical guide for practitioners as well as a reference for academics, undergraduate and postgraduate students. The new theoretical models proposed integrate traditional political-economic and agency theories, which also underpin tertiary business courses and academic research.

Corporate Governance and Mergers and Acquisitions

Corporate Governance and Mergers and Acquisitions
Author: Rabi Narayan Kar
Publisher:
Total Pages: 0
Release: 2010
Genre:
ISBN:

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M&As scenario started changing in India after the introduction of liberalization process in 1991.The policy initiatives of the Government led to a structural transformation in the Indian industries. This industrial transformation has provided a launch pad for the corporate to grow and expand through M&As strategy. Corporate governance broadly refers to a set of practices that are designed to govern the behaviour of corporate enterprises. In the backdrop of several American corporate debacles, corporate governance has been increasingly seen as a means to promote healthier corporate practices and to check the errant enterprises. In this context, M&A serves as a vital instrument of corporate governance to increase corporate efficiency. Corporate governance in the context of a company, deals with laws, procedures, practices and implicit rules that determine a company's ability to take managerial decisions vis-a-vis its stakeholders. In this paper, an attempt has been made to present the relationship between corporate governance and mergers and acquisitions. Further, an exploratory attempt has been made to analyse the impact of M&A on share price bahaviour to identify the important issues, which could improve the corporate governance practices of enterprises. From the literature review, evidence of shareholders gaining positively in case of target firms has been proved at the time of M&As. In case of acquiring firms, there have been divergent of opinions on this issue. However, none of the studies in the Indian context examined these issues. Being an important area having wide policy implications, it needs to be investigated. In the recent past, some corporate actions has proved that hostile M&A front prevailing in the Indian corporate front. Many companies are also playing safe by shoring up their holdings through buy-back of shares to thwart hostile corporate raids. In this backdrop, better corporate governance practices have become more essential. The impact of mergers and acquisitions on corporate performance could be measured in several ways. One way of analysing is to evaluate the impact of M&As in terms of various measures of profitability before and after mergers and acquisitions. There are two sets of arguments. One set of arguments hold that significant improvement in profitability after M&As and vice-versa. Another aspect relating to the performance analysis is that many firms engaged in a series of M&A activities over a time as has been observed in the present study. Thus, it is difficult to isolate the influence of a single acquisition event. Thus, the best course of action is to investigate each of the pre and post merger acquisitions events to analyse impact, which has been followed in this study. The other way to measure the performance is to monitor the share prices after the merger or acquisition deal is struck, which assumes that stock markets are efficient. Empirical studies of this type indicate that a target firm's shareholders benefit and the bidding firm's shareholders either gain or do not lose. An exploratory attempt has been made here to investigate the impact of M&As on share price behaviour of the acquiring firms. This study concentrated only on acquiring firms, as relevant data is not available for target firms because either they are merged or taken over by the acquiring firms. It is observed that in majority of the cases acquiring company's shareholder's gain due to the M&A. This also in consistent with the literature that Indian stock markets do take a positive view of M&A strategies being adopted by the Indian companies. As has been stated in the research findings, the reasons for appreciation may be related to the anticipated value enhancement of the merged entity as a result of expected increase in cash flows from the M&A., This is in tandem with the arguments that the shareholders might have taken into account the expected increase in performance due to better profitability, market leadership, new growth prospects and cost efficiency. It has also been found from the literature that takeovers are motivated by expectations of improved performance due to the realization of synergistic benefits, which reflected in the share prices. This has been reflected in motives of Indian M&As which might have caused the share prices appreciation. A Strong R&D and Strategic alignment has also emerged as important motive of Indian M&As which may have influenced the share price behaviour of the Indian enterprises. However, there are some important issues, which needs to be taken care of for better corporate governance practices when corporate enterprises indulge in mergers and acquisitions.