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Ownership structure, family control, and acquisition decisions

Journal of Corporate Finance 2011 17(5), 1636-1657 open access
We investigate how ownership and family control influence the decision to take part in M&As as an acquirer or as an acquired company in a sample of 777 large Continental European companies in the period 1998–2008. We find that ownership is negatively correlated with the probability of launching a takeover bid, and family firms are less likely to make acquisitions, especially when the stake held by the family is not large enough to assure the persistence of family control. On the passive side of M&A deals, the effect of the largest shareholders' ownership on the decision to accept an acquisition proposal depends non-linearly on the voting rights they hold, and family control reduces the probability of being acquired by an unrelated party. We do not find evidence that family-controlled firms destroy wealth when they acquire other companies. Finally, we document that ownership and family control, while being negatively correlated with M&A activity, are not negatively correlated with growth in firm size.

Do risk-taking incentives induce CEOs to invest? Evidence from acquisitions

Journal of Corporate Finance 2015 32, 1-23 open access
This paper examines the effect of risk-taking incentives on acquisition investments. We find that CEOs with risk-taking incentives are more likely to invest in acquisitions. Economically, an inter-quartile range increase in vega translates into an approximately 4.22% enhancement in acquisition investments, consistent with the theory that risk-taking incentives induce CEOs to undertake investments. Importantly, the positive relation between vega and acquisitions is confined only to non-overconfident CEO subgroup. Further, corporate governance does not generally affect the association between vega and acquisition investments. Finally, vega is positively related to bidder announcement returns.

Corporate divestitures around acquisitions

Journal of Corporate Finance 2022 73, 102189
Divestitures often accompany acquisitions. Relying on a global sample, we provide support for the efficient restructuring view of acquisition-related divestitures. These divestitures add on average 2% to the total value creation of the acquisition process, translating into a value increase of $149 million. We test various efficiency channels potentially explaining this value contribution. The results indicate that the value contribution varies with the synergistic potential of the acquisition process. We do not find empirical support for efficiency-improvement related to agency correction, financial constraint relaxation, and regulatory concern anticipation. Examining returns for divestitures only, we find that those around acquisitions are not transactions with weak bargaining positions.

Large customer-supplier links and syndicate loan structure

Journal of Corporate Finance 2021 66, 101844 open access
Relationships between large customers and suppliers expose lenders to additional risks. These risks may force lead agents to retain a larger share of syndicated loans, reducing loan-level diversification, and, in turn, increasing the required interest rate spread. Consistent with this view, we find that borrowers' dependence on a few larger customers or suppliers positively affects the cost of the loans indirectly through the loan structure. Instead, we do not observe a direct cost associated with large customer-supplier links, suggesting that lead agents do not increase the interest rate spread as compensation for the additional risks of dealing with borrowers with large customer-supplier links per se. Finally, we document an inverted U-shaped relationship between the length of the large customer-supplier link and the loan share held by the lead agent.

Is working capital management value-enhancing? Evidence from firm performance and investments

Journal of Corporate Finance 2015 30, 98-113 open access
We examine the value effect of working capital management (WCM) for a large sample of US firms between 1982–2011. Our results indicate (i) the existence of an optimal level of working capital policy; and (ii) firms that converge to that optimal level (either by increasing or decreasing their investment in working capital) improve their stock and operating performance. We also document that corporate investment is the channel through which efficient WCM translates into superior firm performance. In particular, efficient WCM allows firms to redeploy underutilized corporate resources to higher-valued use, such as the funding of cash acquisitions.

Reductions in CEO career horizons and corporate policies

Journal of Corporate Finance 2021 66, 101862
We provide evidence on the effect of personal shocks that reduce a CEO's expected career horizon on corporate policies. The timing of these events is not predictable based on observable characteristics, and affected CEOs experience greater turnover rates and shorter residual time-in-office. Following the shock, these firms moderate both R&D and capital expenditures and increase cash distributions. While these changes are consistent with greater short-term orientation, they are not detrimental to shareholders, as performance increases after the shock. Earnings management and firm risk remain unchanged, while both CEO total compensation and equity-based compensation decline. Overall, our results indicates that the improved performance comes from the implementation of more efficient firm policies, likely driven by an internal tournament effect after the shock rather than from opportunistic behavior.

Bolstering family control: Evidence from loyalty shares

Journal of Corporate Finance 2020 65, 101755 open access
We study the introduction of a new control-enhancing mechanism in Italy, a country still characterized by family-controlled firms but with an increasing importance of institutional investors. Since 2014, Italian firms have been able to adopt loyalty shares, which allow a double voting right if shares are continuously held for at least two years. We find that about 20% of listed firms have introduced loyalty shares, and family-controlled firms are the most likely adopters. Loyalty shares neither anticipate acquisitions, nor equity issues by the adopting firm. Instead, they allow controlling shareholders to reduce their equity stake without losing control. We report no evidence of an adverse wealth effect both at the adoption and in the years following it. As expected, institutional investors vote against the introduction of loyalty shares. Yet, they do not reduce their holdings afterwards, as incremental governance costs are outweighed by the superior performance of adopting firms. Overall, our evidence suggests that bolstering family control is the main effect of the introduction of loyalty shares.

The role of corporate political strategies in M&As

Journal of Corporate Finance 2017 43, 260-287 open access
In line with the view that politics can complicate M&A deals, we find that firms contributing to political action committees or involved in lobbying are less likely to be acquired and their takeover process is lengthier. As we empirically show, this can be explained by the fact that politicians have motives to interfere with the takeover process due to career concerns, in terms of getting re-elected and raising funds for future campaigns. We also document that politically connected target firms command higher takeover premiums from bidders lacking political expertise, consistent with the notion that the market regards target firms' connections, not easily replicable by bidders, as means to enhance growth opportunities of the merged firm.