Corporate Governance and Regulatory Impact on Mergers and Acquisitions: Research and Analysis on Activity Worldwide Since 1990
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Table of contents
- Copyright Pageiv
- Contentsv
- Acknowledgmentsvii
- About the Editorsix
- List of Contributorsxi
- Chapter 1: Understanding Mergers and Acquisitions: Corporate Governance and Regulatory Issues1
- 1.1 Corporate Governance and Takeovers1
- 1.2 Key Aspects of Takeover Regulation3
- 1.3 Overview of the Research Presented in this Volume6
- References12
- Chapter 2: The Effect of Merger Laws on Merger Activity: International Evidence15
- 2.1 Introduction15
- 2.2 Related Literature17
- 2.3 Merger Laws18
- 2.4 Merger Data25
- 2.5 Domestic and Cross-Border Mergers, and Merger Laws32
- 2.6 Conclusion39
- References40
- Chapter 3: The Governance Motive in Cross-Border Mergers and Acquisitions43
- 3.1 Introduction43
- 3.2 A Simple Model of Cross-Border Merger and Acquisition Activity45
- 3.3 Empirical Analysis50
- 3.4 Conclusion64
- Chapter 3 Appendix65
- References67
- Chapter 4: Corporate Governance Convergence Through Cross-Border Mergers: The Case of Aventis71
- 4.1 Introduction71
- 4.2 Aventis: Characteristics and Main Results73
- 4.3 The Merging Parties75
- 4.4 The Merger: The Formation of Aventis80
- 4.5 Corporate Governance: Rhocircne-Poulenc, Hoechst, and the French and German Corporate Codes85
- 4.6 Corporate Governance of Aventis91
- 4.7 Conclusion96
- References100
- Acknowledgments101
- Chapter 5: Whither Hostility?103
- 5.1 Introduction103
- 5.2 Discipline as a Motivation for Mergers104
- 5.3 The Decline of the Hostile Takeover113
- 5.4 The Reappearance of Hostility118
- 5.5 Conclusion126
- References127
- Chapter 6: Corporate Governance and acquisitions: Acquirer Wealth Effects in the Netherlands131
- 6.1 Introduction131
- 6.2 Literature Review134
- 6.3 Research Design138
- 6.4 Results141
- 6.5 Conclusion158
- References159
- Chapter 7: European Union Takeover Regulation and the One-Share One-Vote Controversy163
- 7.1 Introduction163
- 7.2 Shareholder Democracy164
- 7.3 Economics of Ownership and Corporate Voting: A Brief Overview168
- 7.4 Is One-Share One-Vote Optimal?169
- 7.5 Conclusion and Policy Implications183
- References185
- Chapter 8: Opportunities in the Merger and Acquisition Aftermarket: Squeezing Out and Selling Out191
- 8.1 Introduction191
- 8.2 Rationale for the Squeeze-Out Right and the Sellout Right193
- 8.3 Squeeze-Out Right and the Protection of Private Property205
- 8.4 The Squeeze-Out Right and the Sellout Right in a Comparative Legal Perspective207
- 8.5 Conclusion239
- References241
- Chapter 9: Valuation Methods and German Merger Practice243
- 9.1 Introduction243
- 9.2 The Background of Merger Processes in Germany244
- 9.3 Basic Valuation Principles in Germany246
- 9.4 The German Tax CAPM-a Tax CAPM with German Income Tax247
- 9.5 A Valuation Example: Merger Valuation of Deutsche Telekom250
- 9.6 Consequences for German Takeover Practice256
- 9.7 Conclusion257
- References257
- Chapter 10: Share Buybacks, Institutional Investors, and Corporate Control259
- 10.1 Introduction259
- 10.2 Buyback Mechanisms260
- 10.3 Myth and Reality of Buybacks263
- 10.4 Conclusion271
- Acknowledgments272
- References272
- Index275
Corporate Governance and regulatory presssures have been much in the news lately. How they affect the bottom line of corporations has been difficult to quantify, and research is just beginning to be published that addresses this crucial question. This book is the first collection for new research about the impact of takeover regulation and corporate governance on M&A financial results. It will be essential reading to any M&A specialist, an investment banker, a hedge fund manager, a private equity director, or a venture capitalist. Also a must read for financial analysts who follow M&A targets. The book presents research from around the world so it provides a global perspective on this important topic.
*The first and only book of research on takeover regulation and corporate governance affecting M&A results
*Stands out from all the "How to" books on M&A and M&A disaster books because it provides solid high-quality research on what works and how different decisions affect company and shareholder value
*Research provides a guideline for decisionmakers in investment banks, private equity companies, and for financial analysts
*The first and only book of research on takeover regulation and corporate governance affecting M&A results
*Stands out from all the "How to" books on M&A and M&A disaster books because it provides solid high-quality research on what works and how different decisions affect company and shareholder value
*Research provides a guideline for decisionmakers in investment banks, private equity companies, and for financial analysts