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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.

A corporate takeover (with major stake in equity) gives the acquirer the right to appoint majority of directors in the target’s board to control its management and policy decisions. When such acquisition is unsolicited and unwelcome, it becomes a “hostile takeover.” In such cases, the acquirer is said to be a “raider” and the raider’s management team may act under the influence of “hubris” implying that they seek to acquire the target for their own personal motives ignoring pure economic gains for the owners of both the companies. The hostile bidder makes all possible efforts to justify the takeover by paying handsome premium over the target’s fairly valued share price. In a hostile takeover, the target management or target promoters resist and fight tooth and nail against the raider to convey to the world that the bidder’s acts are not in the best interest of all their stakeholders. Any unsolicited and hostile takeover offer is generally viewed as oppression, domination or coercion by the bidding company against the target and its management. In a hostile bid, the existing target management always believes that whatever they do is in best interest of everyone. They feel complacent and assume that their standards of corporate governance are of highest order. Therefore, they are unwilling to succumb to the aggression and hostility of another corporate entity for takeover. The “so-called” victimized target resorts to all means to gain sympathy from peers, press, common shareholders, employees and general public. In today’s regulated market for corporate control, an intelligent hostile bidder would probably not acquire a business unless it has good strategic or financial reasons to do so. Hence, “stewardship” on the part of bidder’s management is very important in case of any hostile takeover. This chapter derives motivation from a three-and-half-decade-old abortive hostile takeover bid in India by Caparo Group of the UK and also the recently completed hostile takeover in India of a famous mid-sized information technology company, Mindtree by Larsen & Toubro, a major conglomerate. This research aims at developing a distinctive model to demonstrate that unsolicited hostile takeover may not be a good mechanism for a successful business combination.

The potential for resource combinations to have adverse consequences for acquiring firms is often overlooked in research. However, considering potential inimical resources can explain target and acquiring firm actions across the phases (evaluation, completion, and integration) of an acquisition. The authors outline how managers deal with inimical resources in acquisitions. Specifically, during evaluation, due diligence offers managers from acquiring firms the opportunity to avoid potential inimical resources by abandoning an acquisition. During integration, inimical resources can be dealt with either by limiting integration, or with planned or unplanned divestment. As a result, inimical resources explain observed actions and provide a context for making and improving corporate restructuring decisions.

The purpose of this chapter is to explain why ethical evaluation of the impact of a merger or acquisition matters, to place ethical evaluation of M&A in the wider context of knowledge of business ethics and corporate governance, and to develop and demonstrate a framework for evaluating the treatment of stakeholders during M&A. This contribution surveys the relevant governance, ethical and M&A literature. A new stakeholder framework is proposed and then applied to an important case study.

We found that M&A has important consequences for a variety of stakeholders; the strategy and finance literature has concentrated on top management and shareholders and neglected advisers, employees, customers, and suppliers. We also found that a stakeholder analysis framework can be adopted to evaluate each merger or takeover.

This chapter establishes a new framework for evaluating M&A beyond the conventional shareholder value approach; however only one case study is analyzed.

Managers and other stakeholders can use the proposed method to determine the likely impact of an M&A upon themselves and others and consequently weigh up the desirability of doing a deal in a wider context than currently.

The consequences for stakeholders following a merger or acquisition are often profound. The key protagonists ought to be more aware of these consequences which can be detrimental to stakeholders and the organization itself. The approach taken in this chapter provides a new method for both academics and practitioners to evaluate the impact of M&A.

In this study we investigated the effects of news reports on acquirer short-term performance. Our focus was on the extent to which key deal characteristics – the type of deal, during a merger wave or not or the presence of a significant premium – are made explicit. Moreover, we looked for the effect of the assessment of the deal characteristics by different key informants: board members, top management team members, and analysts. Configurations derived using the set-theoretic approach suggest that media-transmitted signals form complex interrelations among content and informant. We found that investors react positively to deals that are surrounded by unequivocal signals of synergy potential: they contain explicitly stated deal characteristics as well as deal endorsements from the boards and/or top management of acquirer and target companies. Analysts’ assessments of the deals seem to bear little influence on investor reaction. Meanwhile, investors react negatively to deals with low or absent media coverage as well as deals surrounded by signals of ambiguous synergy potential.

This paper examines the use of signaling theory in the M&A context. We review some of the most important developments in applications and extensions of this theory to the realm of M&A, indicating how this theory has been used to explain many M&A decisions and outcomes and has offered fresh perspectives in the mature literature on acquisitions. For example, we show how signaling theory provides a new view of the determinants of acquisition premiums, and it can contribute to an improved understanding of firms’ search for acquisition opportunities as well as target selection. We also provide a critique of existing research to identify gaps in understanding on the roles played by signals. For instance, we discuss how signals can create contracting problems during M&A negotiations, how the value of signals might vary across deals, and how bidder heterogeneity and bidders’ own signals matter for certain transactions. Finally, in addition to taking stock of this stream of research, we identify some of the most important areas that deserve research attention. Signaling theory can contribute to an improved understanding of acquisition performance outcomes, and signals need to be investigated along with other solutions to enhance M&A deal making and execution. We identify new research methods that would help to advance signaling theory in the acquisitions literature.

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.

This chapter investigates whether and to what extent tax benefits affect the likelihood of firms undertaking leveraged buyout (LBO) transactions.

With an identified sample of LBO firms and similar non-LBO counterparts, this chapter utilizes staggered changes in state corporate income tax rates as exogenous shocks and adopts a Logistic regression to analyze how these tax changes affect firms' probability of engaging in LBOs.

Firms are more likely to engage in LBOs after increases in corporate income tax rates. Specifically, the increase in the likelihood of firms undertaking LBOs following tax increases is between 6.9% and 12.9%. We also find that this positive relation is more pronounced for firms with higher levels of return on assets (ROA) and marginal tax rates (MTR). Finally, we report that the mean value of tax benefits accounts for between 28.5% and 170% of the premium paid to pre-buyout shareholders.

This chapter provides strong evidence that tax benefits constitute an important source of value creation in LBOs and adds to the debate regarding the role of tax benefits in LBOs.

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.

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.