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The economics of parent-subsidiary mergers: an empirical analysis

Journal of Financial Economics 1998 49(2), 255-279
We examine parent-subsidiary mergers, transactions that do not entail arm's length bargaining or a change in control. These mergers are typically followed by considerable restructuring of subsidiaries. Minority and parent returns are not significantly different from returns at third party buyouts of parent-controlled subsidiaries, transactions that entail arm's length negotiations and a change in control. Buyer returns are negative, consistent with overbidding. We conclude that parent-subsidiary mergers facilitate corporate restructuring, foster the reallocation of resources toward higher valued uses, and increase value for both parent and subsidiary.

An empirical examination of the amortized spread1Prior versions of this paper were entitled, `Bid–ask spreads, holding periods, and realized transaction costs.' We are grateful for many helpful comments from Yakov Amihud, Jennifer Conrad, Larry Dann, Diane Del Guercio, Dave Denis, Diane Denis, Craig Dunbar, Ed Dyl, Roger Edelen, Rob Hansen, Mark Huson, Raman Kumar, Chris Lamoureux, John McConnell, Wayne Mikkelson, Megan Partch, Henri Servaes, Vijay Singal, Mike Weisbach, Marc Zenner, and an anonymous referee. In addition, we appreciate the comments from seminar participants at the 1997 American Finance Association meetings, the University of Arizona, Kansas State University, the University of North Carolina, the 1996 Pacific Northwest Finance Conference, Virginia Polytechnic Institute, and the University of Wisconsin. This work has been partially supported by a summer research grant from the Pamplin College of Business.1

Journal of Financial Economics 1998 48(2), 159-188
Theories of asset pricing suggest that the amortized cost of the spread is relevant to investors' required returns. The amortized spread measures the spread's cost over investors' holding periods and is approximately equal to the spread times share turnover. We examine amortized spreads for Amex and NYSE stocks over the period 1983–1992. We find that stocks with similar spreads can have vastly different share turnover, and thus, a stock's amortized spread cannot be predicted reliably by its spread alone. Consistent with theories of transaction costs, we find stronger evidence that amortized spreads are priced than we find for unamortized spreads.

IPO-mechanisms, monitoring and ownership structure11We would like to thank the referee, Larry Benveniste, and the editor, William Schwert, as well as Bruno Biais, Patrik Bolton, Susanne Espenlaub, Michael Fishman, Thierry Foucault, Gunther Franke, Julian Franks, Mark Grinblatt, Jean Jacque Laffont, Alexander Ljungqvist, Ernst Maug, Gerhard Orosel, Pegaret Pichler, Raguram Rajan, Jay Ritter, Ailsa Röell, Kristian Rydquist, Jean Tirole, Elu von Thadden, Ivo Welch, William Wilhelm, Joe Williams and Andrew Winton for helpful comments. This paper has been presented at the University of Alberta, Baruch College, the Free University of Brussels, the University of Gothenburg, HEC, the University of California, Irvine, the University of Lausanne, the London School of Economics, the University of Odense, Stockholm School of Economics, the University of British Columbia, UCLA, the University of Utah, the CEPR conferences in Tolouse and Gerzensee, the American Finance Association, the Western Finance Association and the European Finance Association. This paper was written while Stoughton visited the University of Vienna. He expresses his appreciation to the faculty and staff for an enjoyable stay.

Journal of Financial Economics 1998 49(1), 45-77
This paper analyzes the effect of different IPO mechanisms on the structure of share ownership and explores the role of underpricing and rationing in determining investors’ shareholdings. We focus on the agency problem that results when large institutions are the only investors capable of monitoring the firm whereas small shareholders free-ride on these activities. The major conclusion is that some well-known aspects of IPOs may be explained as rational responses by the issuer to the existence of regulatory constraints in public capital markets. There is a two-stage offering mechanism in which the investment banker, acting in the interests of the issuer, optimally rations the allotment of shares to small investors in order to capture the benefits associated with better monitoring by institutions. Importantly, in our model, the existence of underpricing (and oversubscription) is an indication that the issuer has received a higher ex ante price than would have been obtained through a competitive Walrasian-type offering process.

Another look at the role of the industrial structure of markets for international diversification strategies1We are especially grateful to Pat Casey and Virge Cavalli at Dow Jones for providing the Dow Jones World Stock Index data and for their assistance with numerous queries. We gratefully acknowledge the comments of Geert Bekaert, William Brigham, Shane Corwin, Steve Foerster, Jeff Harris, Steve Heston, Ajay Khorana, David Mayers, John Persons, René Stulz, and particularly, the referee (Geert Rouwenhorst) and editor (John Long). We also thank participants at the University of Alberta, University of Toronto and Ohio State University, the 1996 UBC Global Investment Conference (Whistler), 1996 International Finance Conference (Georgia Tech), 1996 Western Finance Association Conference, and 1996 Financial Management Association Conference for helpful suggestions. Karolyi thanks the Dice Center for Financial Economics and the Social Sciences and Humanities Research Council of Canada for financial support.1

Journal of Financial Economics 1998 50(3), 351-373
This paper re-examines the extent to which gains from international diversification are due to differences in industrial structure across countries. Recent papers by Roll (1992), Journal of Finance 47, 3–42 and Heston and Rouwenhorst (1994), Journal of Financial Economics 36, 3–27 investigate this issue and find conflicting evidence. Using a new database, the Dow Jones World Stock Index, with coverage in 25 countries and over 66 industry classifications, we decompose comprehensively both country and industrial sources of variation. We confirm that little of the variation in country index returns can be explained by their industrial composition. We also uncover differences in the proportion of variation in industry index returns that is captured by country and industry factors and discuss the implications for global diversification strategies.

The effects of bank mergers and acquisitions on small business lending

Journal of Financial Economics 1998 50(2), 187-229 open access
We examine the effects of bank M&As on small business lending using data on over 6000 recent U.S. bank M&As. We are the first to decompose the impact of M&As into the static effects from simply melding the antecedent institutions and the dynamic effects associated with post-M&A refocusing of the consolidated institution. We are also the first to estimate the dynamic reactions of other local banks. We find that the static effects of consolidation reduce small business lending, but are mostly offset by the reactions of other banks, and in some cases also by refocusing efforts of the consolidating institutions themselves.

Macroeconomic news and bond market volatility1We thank Walter Toshi Baily, Bob Korajczyk, Jim Poterba, Mark Watson, seminar participants at the University of Chicago, Columbia University, Cornell University, and the University of Montreal, and especially Ludger Hentschel (the referee) for helpful comments. We also thank Mark Mitchell for supplying data, and Amy C. Ko and Sydney Ludvigson for research assistance. Lamont was supported by the FMC Faculty Research Fund at the Graduate School of Business, University of Chicago. A portion of this research was completed while Lumsdaine was a National Fellow at the Hoover Institution. We also thank the Financial Research Center at Princeton University for support. A previous version of this paper circulated as `Public Information and the Persistence of Bond Market Volatility'.1

Journal of Financial Economics 1998 47(3), 315-337
We examine the reaction of daily Treasury bond prices to the release of U.S. macroeconomic news. These news releases (of employment and producer price index data) are of interest because they are released on periodic, preannounced dates and because they are associated with substantial bond market volatility. We investigate whether these nonautocorrelated announcements give rise to autocorrelated volatility. We find that announcement-day volatility does not persist at all, consistent with the immediate incorporation of information into prices. We also find a risk premium on these release dates.

The indirect economic penalties in SEC investigations of underwriters1Our thanks to Sanjai Bhagat, Mo Chaudhury, Andy Chen, Jay Ritter, Wayne Shaw, Cliff Smith (editor), Michael Vetsuypens, an anonymous referee, and workshop participants at Southern Methodist University and Tulane University for valuable comments. The financial support of the Cox School of Business at the Southern Methodist University and the Center for Finance and Accounting Research at UNC-Chapel Hill are gratefully acknowledged.1

Journal of Financial Economics 1998 50(2), 151-186
We document that an SEC investigation of an underwriter imposes indirect penalties on the underwriter and its past clients, particularly IPO clients. Targeted underwriters experience large declines in IPO market share and increased regulatory scrutiny and client risk after an SEC investigation is announced. Stock prices of clients decline significantly. We attribute these effects to a sudden deterioration in the value of the underwriter's reputation capital, suggesting that the general assumption in prior IPO research that underwriter reputation is stationary may be inappropriate. Our results also suggest that the SEC's power to institute investigations should be considered when designing optimal securities regulation.