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Mergers and acquisitions (M&As) typically accelerate target top management team (TMT) executive departures. Market discipline and Relative Standing are two major and competing economic and sociological explanations for this phenomenon which lack a satisfactory theoretical integration. To fill this gap in the literature, we model the M&A market as a complex adaptive system composed of TMTs which rid themselves of executives via self-organized critical processes, generating M&A market-level properties that are emergent, or not easily explained with reference to the individual TMTs. The observation of an emergent power law distribution in target TMT executive retention rates for M&A activities in the United States supports our interpretation.

In this chapter, the authors draw insights from the literature on institutional distance and examine whether firms engaging in cross-border acquisitions overcome the liability of foreignness by using external advisors. Specifically, the authors argue that acquiring and target firms may alleviate heightened information asymmetries and transaction costs by leveraging the information-production and uncertainty-reduction roles of M&A advisors. Using a global sample of cross-border M&As from 2001 to 2020, the results suggest that institutional distance triggers both acquirers and targets to use M&A advisors. Among the four types of institutional distance the authors examined, cultural distance – and to a lesser extent administrative distance – greatly contributes to the use of various types of advisors in cross-border deals. Interestingly, although both parties in the transaction rely on advisors to overcome distance barriers, acquiring firms appear to hire advisors more often than target firms.

In M&A markets, acquirers face a hold-up problem of losing the value of investments they make in due diligence, negotiations, and post-acquisition planning if targets would pursue the options of waiting for better offers or selling to an alternative bidder. This chapter extends information economics to the literature on M&A contracting by arguing that such contracting problems are more likely to occur for targets with better outside options created by the information available on their resources and prospects. We also argue that acquirers address these contracting problems by using termination payment provisions to safeguard their investments. While previous research in corporate strategy and finance has suggested that certain factors can facilitate an acquisition by reducing a focal acquirer’s risk of adverse selection (e.g., signals, certifications), we note that these same factors can make the target attractive to other potential bidders and can exacerbate the risk of hold-up, thereby leading acquirers to use termination payment provisions as contractual safeguards.

Following the cultural distance and the acquisition cultural risk propositions, I study the impact of organizational culture differences among merging companies on their short-term stock performance following merger announcement. I assume that on announcement the market cannot access companies’ organizational culture detailed information, that it focuses on its exposure risk, and that it is inefficient. Using public information available prior to merger announcement, I construct proxies of organizational culture differences among the merging companies and a proxy of a factor mitigating the acquisition cultural risk. Analyzing 6,742 merger announcements released by publicly traded U.S. companies between 1984 and 2005, I show that following merger announcement the market prices a factor mitigating the acquisition cultural risk rather than the magnitude of specific organizational culture differences. Moreover, the market prices stocks of companies involved in high-risk mergers lower than of companies in low-risk mergers. Results are robust to size and period controls.

Some firms choose not to use an investment bank advisor in mergers and acquisitions (M&A) transactions. We test whether this decision affects the merger announcement period returns. We compare the abnormal returns from a sample of 179 in-house acquisitions (in which either the acquirer or the target firm does not hire an investment bank advisor) to those of a matched sample of acquisitions (in which all firms hire an investment bank advisor). We find that not employing a financial advisor has no significant effect on the abnormal returns of acquiring firms but does reduce the abnormal returns of target firms. This relation holds even after controlling for various firm and merger characteristics.

This paper investigates the relationship between divestiture activity and subsequent acquisition deal-making. We argue that the divestiture activity of firms influences their acquisition behavior through corporate restructuring learning effects and enhanced strategic flexibility. These organizational spillovers affect not only the degree of risk acquirers are ready to take but also their ability to effectively negotiate with the target firm. We test the existence of organizational spillovers for an international sample of 4,795 acquirers for the period 1990–2008 and get support for our theoretical predictions.

Purpose – Firm acquisitions have been shown to serve as a way to gain access to international markets, technological assets, products or other valuable resources of the target firm. Given this heterogeneity of takeover motivations and the skewness of the distribution of the deal value we show whether and how the importance of different takeover motivations changes along the deal value distribution.

Methodology/approach – On the basis of a comprehensive dataset of 652 European mergers and acquisitions in the period from 1997 to 2003, we use quantile regressions to decompose the deal value at different points of its distribution.

Findings – Our results indicate that the importance of technological assets is higher for smaller target firms while the importance of non-technological assets seems to be higher for larger targets. The findings support the view on small acquisition targets to complement the acquirer's technology portfolio while larger acquisition targets tend to be used to gain access to international markets.

Research limitations/implications (if applicable) – Our findings suggest that the average firm as a reference for study might not be appropriate to address as the size of the target firm influences the value attribution to the target's assets.

Practical implications (if applicable) – Managers in the acquiring firm should be aware that they might overpay for the technological assets of a small firm. However, the acquisition of larger targets requires a well-developed integration strategy.

Originality/value of paper – For the first time, the broad merger motive of technology acquisition has been further qualified according to the size of the target which exhibits a considerable impact.

This study uses cross-border mergers as a test of the ability of foreign directors to provide effective strategic advising. We find that firms with foreign directors on their boards are more likely to engage in cross-border mergers, pursue a higher number of cross-border mergers, and invest more in those mergers. We further determine that firms with foreign directors are more likely to undertake nondiversifying mergers, enjoy friendly mergers, and acquire privately held targets. Moreover, we find that firms with foreign directors have higher announcement period returns and pay less for their cross-border targets.

We examine the market valuation of targets with multiple large shareholders (MLS) and single large shareholder (SLS) structures, in an international sample of M&A announcement in 19 countries outside North America. We find that the presence and power of MLS in these firms are negatively associated with abnormal returns and first-bid-to-merger-completion returns, suggesting that MLS mitigate agency problems in the target, and hence their acquisition is perceived as “a loss of good governance.” The negative association between MLS targets and returns is stronger in widely held firms suggesting that MLS indeed curb expropriation of minority shareholders. By contrast, when the second largest shareholder in the MLS structure of the target is a family, we find positive cumulative abnormal returns at the merger announcement, suggesting exacerbated agency problems in these firms that should benefit from the “acquisition of good governance.” Our evidence is robust to a battery of tests and to addressing potential endogeneity.

Over the last decade, the sustainability concept has progressively enticed both practitioners and researchers around the world. Despite the research interest in the role of sustainability in mergers and acquisitions (M&As), a number of critical questions remained unanswered. The aim of this chapter is to review and synthesize the existing research on sustainability and M&As in the fields of management, international business, finance, accounting, and economics and identify avenues for further research. The literature review has been organized according to the process perspective of M&As, that is, the pre-M&A and post-M&A phases. The review of the literature revealed that most of the existing literature used proxies of sustainability such as environment, social, and governance (ESG) rating or corporate social responsibility (CSR) and attempted to examine the relationship between ESG/CSR performance with stock market reaction and returns. While a small but growing number of studies examined the role of sustainability in M&As, there are scopes for further research. This chapter puts forward a research agenda that calls for a more granular examination of the role of sustainability in pre-M&A phases such as the target selection process, that is, due diligence and negotiation process in domestic and cross-border M&As. Moreover, future studies should investigate the role of sustainability during the post-M&A phase, for example, integration of sustainability practices during the post-M&A stage.