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How Do Mergers Create Value? A Comparison of Taxes, Market Power, and Efficiency Improvements as Explanations for Synergies

Review of Financial Studies 2009 22(3), 1179-1211
[There is little evidence in the literature on the relative importance of the underlying sources of merger gains. Prior literature suggests that synergies could arise due to taxes, market power, or efficiency improvements. Based on Value Line forecasts, we estimate the average synergy gains in a broad sample of 264 large mergers to be 10.03% of the combined equity value of the merging firms. The detailed data in Value Line projections allow for the decomposition of these gains into underlying operating and financial synergies. We estimate that tax savings contribute only 1.64% in additional value, while operating synergies account for the remaining 8.38%. Operating synergies are higher in focused mergers, while tax savings constitute a large fraction of the gains in diversifying mergers. The operating synergies are generated primarily by cutbacks in investment expenditures rather than by increased operating profits. Overall, the evidence suggests that mergers generate gains by improving resource allocation rather than by reducing tax payments or increasing the market power of the combined firm.]

Vertical integration to mitigate internal capital market inefficiencies

Journal of Corporate Finance 2021 69, 101994
We argue that vertical integration creates operational links between divisions in a conglomerate, which aligns divisional interests, thereby reducing internal competition between divisions. As a result, vertical integration improves the capital allocation efficiency of the internal capital market (ICM). We measure ICM efficiency by innovation output and capital expenditure (CAPX) deviation, and present evidence that higher levels of vertical integration are associated with higher ICM efficiency. Our results are robust to a number of endogeneity tests and the use of alternative measures of vertical integration and ICM efficiency.

Labor unemployment insurance and firm cash holdings

Journal of Corporate Finance 2018 49, 15-31
This paper presents evidence that firms conserve cash to manage employees' perceptions of the risk of becoming unemployed. Employing a matched sample design and using state level changes in unemployment insurance (UI) benefits to proxy for unemployment risk, we test the hypothesis that cash holdings and unemployment risk are positively related. We find an economically and statistically significant decrease in cash holdings after an increase in UI benefits (i.e., lower unemployment risk). Robust to alternative specifications, our findings also suggest that the positive relation between cash holdings and unemployment risk is more pronounced for firms that are more labor intensive, have a high layoff propensity, have a higher fraction of low-wage workers, and are in industries with a higher fraction of UI recipients. Overall, our results are consistent with the idea that cash holdings are affected by not only shareholders but also other stakeholders: namely employees.

Location and lease intensity

Journal of Corporate Finance 2014 29, 20-36
U.S. firms lease assets extensively. We find that, during 1980–2011, the average U.S. firm has a lease intensity of about 40%. Or, the average firm has present and future (up to five years) rent commitments equal to 16.6% of their total assets. We investigate whether agency costs between the lessor and the lessee affect the lease intensity of firms. To do so, we examine the impact of firms' location on the use of operating leases. The main idea of our paper is that, because obtaining information and monitoring is costly for potential lessors, especially when a lessee is relatively far away from financial centers, rural firms are less likely to use operating leases. Consistent with this hypothesis, we show that rural firms tend to have lower lease intensities than similar urban and small city firms. In addition, we find that firms with higher levels of debt capacity lease less and firms that face more financial constraint lease more. Our findings are robust to industry and lease maturity controls and consistent with the existence of an agency problem associated with leasing.

Trading costs, investor recognition and market response: An analysis of firms that move from the Amex (Nasdaq) to Nasdaq (Amex)

Journal of Banking & Finance 2004 28(1), 63-83
We examine 36 firms that moved from the American Stock Exchange (Amex) to Nasdaq and 70 firms that moved from Nasdaq to the Amex after the market reform of Nasdaq. Quoted, effective, and realized spreads increase (decrease) when firms switch from the Amex (Nasdaq) to Nasdaq (Amex). The trade size is smaller but volume is larger when firms are listed on Nasdaq. Quotations on both markets exhibit quote clustering. Unlike previous studies, the Amex-to-Nasdaq (Nasdaq-to-Amex) firms have an average market value higher (lower) than the average of all Amex (Nasdaq) firms. The excess returns are positive (and higher than reported by previous research) when firms announce a move from the Amex to Nasdaq, particularly for high-tech firms, but are insignificant for the reverse. Moreover, we find that institutional ownership and the number of institutional shareholders increase when firms move from the Amex to Nasdaq, but not when firms move from Nasdaq to the Amex. The overall results suggest that firms that move to Nasdaq increase investor recognition and volume at the expense of an increase in trading costs, whereas firms that move to the Amex experience lower trading costs with no apparent change in investor recognition.

Debt covenants and the speed of capital structure adjustment

Journal of Corporate Finance 2017 45, 1-18
This paper examines the impact of debt covenants on the speed of capital structure adjustment. Overall, we find that covenants lower the speed of adjustment by 10–13%, relative to the speed of adjustment of firms without covenants. The speed of adjustment is significantly lower, by 40–50%, for firms with the most intense covenant provisions. In particular, we find that capital covenants, as opposed to performance covenants, appear to be the main mechanism that lowers the speed of adjustment, delaying the speed of capital structure adjustment by 86%. We find that the speed of adjustment is reduced more for strict capital covenants than for strict performance covenants. We also show that, for firms that are cash and financially constrained, covenants impede the speed of adjustment even more. Lastly, we show that the negative relationship between covenants and the speed of adjustment is more pronounced for firms that are over-levered.

CEO opportunism?: Option grants and stock trades around stock splits

Journal of Accounting and Economics 2015 60(1), 18-35
Decades of research confirm that, on average, stock split announcements generate positive abnormal returns. In our sample, 80% of CEO stock option grants are timed to occur on or before the split announcement date. With the average market-adjusted announcement return of 3.1%, awarding the grant before the split announcement results in an average gain per CEO-grant of 451,748. We find additional evidence consistent with timing of CEO stock trading around the split announcement. In the case of CEO stock sales, about two-thirds occur after the split announcement, resulting in an average gain of 345,613.

Why are firms unlevered?

Journal of Corporate Finance 2012 18(3), 664-682
In this paper, we examine why firms have no debt in their capital structure. We reject the hypothesis that zero-leverage policies are driven by entrenched managers attempting to avoid the disciplinary pressures of debt. These firms do not have weaker internal or external governance mechanisms. The debt initiation decisions of these firms are not preceded by shocks to their entrenchment, such as takeover threats or the emergence of activist blockholders. Our evidence supports the hypothesis that these firms are financially constrained. Zero-debt firms are small, young, conserve cash from cash-flow, and are more likely to lease their assets. When they have access to a line of credit, they face stricter covenants and higher all-in costs than comparable control firms. They lose market share in economic downturns, consistent with the financial constraints explanation, but inconsistent with theories of predation which suggest that they may be voluntarily stockpiling debt capacity.

How Do Mergers Create Value? A Comparison of Taxes, Market Power, and Efficiency Improvements as Explanations for Synergies

Review of Financial Studies 2009 22(3), 1179-1211
There is little evidence in the literature on the relative importance of the underlying sources of merger gains. Prior literature suggests that synergies could arise due to taxes, market power, or efficiency improvements. Based on Value Line forecasts, we estimate the average synergy gains in a broad sample of 264 large mergers to be 10.03% of the combined equity value of the merging firms. The detailed data in Value Line projections allow for the decomposition of these gains into underlying operating and financial synergies. We estimate that tax savings contribute only 1.64% in additional value, while operating synergies account for the remaining 8.38%. Operating synergies are higher in focused mergers, while tax savings constitute a large fraction of the gains in diversifying mergers. The operating synergies are generated primarily by cutbacks in investment expenditures rather than by increased operating profits. Overall, the evidence suggests that mergers generate gains by improving resource allocation rather than by reducing tax payments or increasing the market power of the combined firm.

Stock return synchronicity and the market response to analyst recommendation revisions

Journal of Banking & Finance 2015 58, 376-389
In this paper we examine how stock return synchronicity relates to changes in market-based measures of information-based trading in response to analyst recommendation revisions. We find that the market response to analyst recommendations varies according to R2: stocks with lower R2 experience stronger price, trading volume, return volatility, and bid-ask spread reactions in response to revisions of analyst recommendations. The impact of R2 is strongest among smaller companies, suggesting an elevated role for analysts in disseminating information when prices may be less informed. In a multivariate context, these results are robust to the inclusion of additional explanatory variables including firm size. Our results support the premise that R2 is inversely related to the noisiness of the information environment.