Recent studies show that the transfer of corporate governance structure across borders has significant valuation consequences. It is equally important to consider the valuation effect of state expropriation risk as well as its interaction with quality of corporate governance. Using a sample of cross-border acquisitions during 1989–2009, we find that targets, which operate under some degree of state expropriation risk, receive a significantly lower premium. The target shareholders are not fully rewarded for the improvement in firm governance since the benefits of improvement are mitigated under predation. Our results provide evidence for twin-agency theory of Stulz (2005) through cross-border mergers.

Acquisitions by emerging market firms of targets located in developed markets have increased drastically over the recent years. We use this setting to test Coffee's (1999) bonding hypothesis in a cross-border M&A context by examining whether acquirers adopt the corporate governance practices prevalent in the target's country. Using firm-level data spanning 2001–2010, we find that (i) ownership and board characteristics of Indian firms change significantly after acquiring developed market targets, (ii) the change in firm governance is more pronounced when the target countries have better investor protection and (iii) acquirers that exhibit changes in firm governance are associated with higher valuation after these transactions. These findings suggest that emerging market firms bond to higher corporate governance standards of the developed markets through cross-border acquisitions.

Abstract We study tax and nontax incentives for corporate inversions in a hand-collected data set of 691 inversions out of 11 home countries into 45 host destinations over the 1996–2013 period. Even though lower tax rates generally attract inversions, only 2 of 5 firms invert into tax havens, and two-thirds of firms invert into host destinations with lower statutory tax rates than those faced at home. Moreover, firms invert to geographically close destinations with similar governance standards. Using staggered country-pair-level policy changes as experiments, we find that host-country governance may explain why not all firms invert. Received December 6, 2018; Editorial decision August 12, 2019 by Editor Andrew Ellul.