Abstract
The literature shows that the performance of bidders has been historically poor both in the short run and in the long run. Agency theory tells us that unless CEO owns 100% of the firm, the decision-making process would deviate from shareholder value maximization. Building upon the theory of internal governance by Acharya et al. (J Financ 66(3):689–720, 2011), this study documents the salutary effect of the novel governance mechanism on corporate acquisition activities. Internal governance is optimal if neither the CEO nor her subordinates are dominating. The curvilinear relationship suggests that when power and responsibility sharing is balanced in acquiring firms, myopic CEOs would have lower acquisition propensity, lower likelihood of targeting public firms, higher deal completion rate, and stronger short term gains. A system of regression equations is applied to mitigate the concerns about potential endogeneity and selection bias. Moreover, the empirical evidence demonstrates that good internal governance has strong predictive power for long term performance in the post-acquisition period, which sheds light on the influential role of subordinates in post-deal integration.
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Notes
Please see Section III for more detailed explanation. Please refer to the Appendix in Brick et al. (2019) for the technical procedures of Regex.
Please refer to the Appendix in Brick et al. (2019) for the detailed explanation of the method.
The results are qualitatively similar for even larger deals (e.g. deals greater than or equal to 300 millions).
The acquirers in the sample are large-cap companies among S&P 1500. To better control firm-specific risks, I further control return trends before announcements and firm fixed effects in the regression model.
Typical practice of fixed effects models such as clustering is not applicable for MLE. In unreported results, the results by OLS with firm fixed effects and clustered standard errors are qualitatively similar.
The statistical inference is robust to the sensitivity check of CEO ages. In unreported results, the functional relationships are more significant for samples of even older CEOs and less significant for samples that include younger CEOs.
In unreported tests, I control the return trend before announcement and the results are qualitatively similar.
Results are qualitative similar using other pricing models such as CAPM and Fama–French 3 factor model.
The speed could be as large as \(M^{\frac{3}{2}}\) given the true coefficient,\(\beta_{i}\), is zero.
References
Acharya, V. V., Myers, S. C., & Rajan, R. G. (2011). The internal governance of firms. The Journal of Finance, 66(3), 689–720.
Aggarwal, R. K., Fu, H., & Pan, Y. (2017). An empirical investigation of internal governance. AFA 2011 Denver Meetings Paper.
Aghion, P., & Tirole, J. (1997). Formal and real authority in organizations. Journal of Political Economy, 105(1), 1–29.
Agrawal, A., Jaffe, J. F., & Mandelker, G. N. (1992). The post-merger performance of acquiring firms: A re-examination of an anomaly. The Journal of Finance, 47(4), 1605–1621.
Alexandridis, G., Doukas, J. A., & Mavis, C. P. (2019). Does firing a CEO pay off? Financial Management, 48(1), 3–43.
Asquith, P. (1983). Merger bids, uncertainty, and stockholder returns. Journal of Financial Economics, 11(1–4), 51–83.
Baron, R. M., & Kenny, D. A. (1986). The moderator–mediator variable distinction in social psychological research: Conceptual, strategic, and statistical considerations. Journal of Personality and Social Psychology, 51(6), 1173.
Bauguess, S., & Stegemoller, M. (2008). Protective governance choices and the value of acquisition activity. Journal of Corporate Finance, 14(5), 550–566.
Brick, E. I., Palia, D., & Qiao, Y. (2019). The impact of internal governance on a CEO’s investment cycle. AFA 2020 San Diego Meetings Paper.
Brickley, J. A., Linck, J. S., & Coles, J. L. (1999). What happens to CEOs after they retire? New evidence on career concerns, horizon problems, and CEO incentives. Journal of Financial Economics, 52(3), 341–377.
Cameron, A. C., & Trivedi, P. K. (2013). Regression analysis of count data (Vol. 53). Cambridge: Cambridge University Press.
Caprio, L., Croci, E., & Del Giudice, A. (2011). Ownership structure, family control, and acquisition decisions. Journal of Corporate Finance, 17(5), 1636–1657.
Cartwright, S., & Schoenberg, R. (2006). Thirty years of mergers and acquisitions research: Recent advances and future opportunities. British Journal of Management, 17(S1), S1–S5.
Chatterjee, A., & Hambrick, D. C. (2007). It’s all about me: Narcissistic chief executive officers and their effects on company strategy and performance. Administrative Science Quarterly, 52(3), 351–386.
Dechow, P. M., & Sloan, R. G. (1991). Executive incentives and the horizon problem: An empirical investigation. Journal of Accounting and Economics, 14(1), 51–89.
Dodd, P. (1980). Merger proposals, management discretion and stockholder wealth. Journal of Financial Economics, 8(2), 105–137.
Epstein, M. J. (2005). The determinants and evaluation of merger success. Business Horizons, 48(1), 37–46.
Finkelstein, S. (1992a). Power in top management teams: Dimensions, measurement, and validation. Academy of Management Journal, 35(3), 505–538.
Franks, J. R., & Harris, R. S. (1989). Shareholder wealth effects of corporate takeovers: the UK experience 1955–1985. Journal of Financial Economics, 23(2), 225–249.
Franks, J., Harris, R., & Titman, S. (1991). The postmerger share-price performance of acquiring firms. Journal of Financial Economics, 29(1), 81–96.
Fuller, K., Netter, J., & Stegemoller, M. (2002). What do returns to acquiring firms tell us? Evidence from firms that make many acquisitions. The Journal of Finance, 57(4), 1763–1793.
Gaughan, P. A. (2004). M&A lesson: Beware of empire builders. Journal of Corporate Accounting and Finance, 15(2), 21–23.
Gomez-Mejia, L., & Wiseman, R. M. (1997). Reframing executive compensation: An assessment and outlook. Journal of Management, 23(3), 291–374.
Gompers, P., Ishii, J., & Metrick, A. (2003). Corporate governance and equity prices. The Quarterly Journal of Economics, 118(1), 107–156.
Gopalan, R., Milbourn, T., Song, F., & Thakor, A. V. (2014). Duration of executive compensation. The Journal of Finance, 69(6), 2777–2817.
Graham, J. R., Harvey, C. R., & Puri, M. (2015). Capital allocation and delegation of decision-making authority within firms. Journal of Financial Economics, 115(3), 449–470.
Gregory, A. (1997). An examination of the long run performance of UK acquiring firms. Journal of Business Finance and Accounting, 24(7–8), 971–1002.
Haleblian, J., & Finkelstein, S. (1993). Top management team size, CEO dominance, and firm performance: The moderating roles of environmental turbulence and discretion. Academy of Management Journal, 36(4), 844–863.
Hambrick, D. C., & Mason, P. A. (1984). Upper echelons: The organization as a reflection of its top managers. Academy of Management Review, 9(2), 193–206.
Harris, M., & Raviv, A. (2005). Allocation of decision-making authority. Review of Finance, 9(3), 353–383.
Higson, C., & Elliott, J. (1998). Post-takeover returns: The UK evidence. Journal of Empirical finance, 5(1), 27–46.
Hirshleifer, D., & Thakor, A. V. (1992). Managerial conservatism, project choice, and debt. The Review of Financial Studies, 5(3), 437–470.
Holl, P., & Kyriazis, D. (1997). Wealth creation and bid resistance in UK takeover bids. Strategic Management Journal, 18(6), 483–498.
Holmstrom, B., & Costa, J. R. I. (1986). Managerial incentives and capital management. The Quarterly Journal of Economics, 101(4), 835–860.
Holmstrom, B., & Kaplan, S. N. (2001). Corporate governance and merger activity in the United States: Making sense of the 1980s and 1990s. Journal of Economic Perspectives, 15(2), 121–144.
Jain, P., Jiang, C., & Mekhaimer, M. (2016). Executives’ horizon, internal governance and stock market liquidity. Journal of Corporate Finance, 40, 1–23.
Jarrell, G. A., & Poulsen, A. B. (1989). The returns to acquiring firms in tender offers: Evidence from three decades. Financial Management, 18(3),12–19.
Jensen, M. C., & Meckling, W. H. (1976). Theory of the firm: Managerial behavior, agency costs and ownership structure. Journal of financial economics, 3(4), 305–360.
Kansal, S., & Chandani, A. (2014). Effective management of change during merger and acquisition. Procedia Economics and Finance, 11(3), 208–217.
Kennedy, V. A., & Limmack, R. J. (1996). Takeover activity, CEO turnover, and the market for corporate control. Journal of Business Finance & Accounting, 23(2), 267–285.
Landier, A., Sauvagnat, J., Sraer, D., & Thesmar, D. (2013). Bottom-up corporate governance. Review of Finance, 17(1), 161–201.
Lerner, J., Sorensen, M., & Strömberg, P. (2011). Private equity and long-run investment: The case of innovation. The Journal of Finance, 66(2), 445–477.
Loderer, C., & Martin, K. (1992). Postacquisition performance of acquiring firms. Financial Management, 21(3), 69–79.
Loughran, T., & Vijh, A. M. (1997). Do long-term shareholders benefit from corporate acquisitions? The Journal of Finance, 52(5), 1765–1790.
Malatesta, P. H. (1983). The wealth effect of merger activity and the objective functions of merging firms. Journal of Financial Economics, 11(1–4), 155–181.
Martin, K. J. (1996). The method of payment in corporate acquisitions, investment opportunities, and management ownership. The Journal of Finance, 51(4), 1227–1246.
Martynova, M., & Renneboog, L. (2008). A century of corporate takeovers: What have we learned and where do we stand? Journal of Banking and Finance, 32(10), 2148–2177.
Matějka, M., Merchant, K. A., & Van der Stede, W. A. (2009). Employment horizon and the choice of performance measures: Empirical evidence from annual bonus plans of loss-making entities. Management Science, 55(6), 890–905.
Mavruk, T., & Carlsson, E. (2015). How long is a long-term-firm investment in the presence of governance mechanisms? Eurasian Business Review, 5(1), 117–149.
Melewar, T. C., & Harrold, J. (2000). The role of corporate identity in merger and acquisition activity. Journal of General Management, 26(2), 17–31.
O'Hara, R., & Kotze, J. (2010). Do not log-transform count data. Nature Precedings. https://doi.org/10.1038/npre.2010.4136.1.
Pan, Y., Wang, T. Y., & Weisbach, M. S. (2016). CEO investment cycles. The Review of Financial Studies, 29(11), 2955–2999.
Sanders, W. G. (2001). Behavioral responses of CEOs to stock ownership and stock option pay. Academy of Management Journal, 44(3), 477–492.
Serfling, M. A. (2014). CEO age and the riskiness of corporate policies. Journal of Corporate Finance, 25, 251–273.
Shrivastava, P. (1986). Postmerger integration. The Journal of Business Strategy, 7(1), 65.
Stock, J. H., Wright, J. H., & Yogo, M. (2002). A survey of weak instruments and weak identification in generalized method of moments. Journal of Business and Economic Statistics, 20(4), 518–529.
Stock, J., & Yogo, M. (2005). Asymptotic distributions of instrumental variables statistics with many instruments. In Andrews DWK & Stock JH (Eds.), Identification and Inference for Econometric Models: Essays in Honor of Thomas Rothenberg (pp. 109–120). Cambridge University Press.
Sudarsanam, S., & Mahate, A. A. (2003). Glamour acquirers, method of payment and post-acquisition performance: The UK evidence. Journal of Business Finance & Accounting, 30(1–2), 299–342.
Tang, Y., Mack, D. Z., & Chen, G. (2018). The differential effects of CEO narcissism and hubris on corporate social responsibility. Strategic Management Journal, 39(5), 1370–1387.
Teerikangas, S., Véry, P., & Pisano, V. (2011). Integration managers’ value-capturing roles and acquisition performance. Human Resource Management, 50(5), 651–683.
Tuch, C., & O’Sullivan, N. (2007). The impact of acquisitions on firm performance: A review of the evidence. International Journal of Management Reviews, 9(2), 141–170.
Wooldridge, J. M. (2015). Control function methods in applied econometrics. Journal of Human Resources, 50(2), 420–445.
Yim, S. (2013). The acquisitiveness of youth: CEO age and acquisition behavior. Journal of Financial Economics, 108(1), 250–273.
Yu, J., Engleman, R. M., & Van de Ven, A. H. (2005). The integration journey: An attention-based view of the merger and acquisition integration process. Organization Studies, 26(10), 1501–1528.
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Appendices
Appendix 1
Variable | Description |
---|---|
Firm level data | |
\(\delta\) | The internal governance measure is the fraction of executive titles held by a CEO, a proxy for the degree of delegation between CEO and immediate subordinates. The metric is calculated as the number of executive titles of the CEO (\(f\)) scaled by the total number of titles carried by the top management team (\(f + g\)), i.e., \(\delta = {f \mathord{\left/ {\vphantom {f {(f + g)}}} \right. \kern-\nulldelimiterspace} {(f + g)}}\) |
OtherPower | An index variable measures the overall level of other aspects of CEO power relative to industry peers. It is defined as the sum of a sequence of dummies that identifies the other three aspects of CEO power in addition to structural power: prestige power, expert power and ownership power. Specifically, Prestige Power is a dummy variable that takes the value of 1 if the CEO is the vice chair. Expert Power is the sum of two dummies: Director takes the value of 1 if the CEO is the only executive director on the board; and Expert takes the value of 1 if the number of business segments of the firm is higher than the industry median. Ownership Power is the sum of two dummies: Share takes the value of 1 if the percentage of shares owned by the CEO is higher than the industry median; and Pay takes the value of 1 if the pay slice of the CEO is higher than the industry median. Industries are defined at the 2-digit SIC level |
#Deals | The number of acquisition deals announced in a fiscal year |
Intensity | Acquisition intensity is defined as the total value of deals announced in a fiscal year scaled by book value of assets at the beginning of the fiscal year |
Failure | Failure rate is defined as the number of unsuccessful deals (Classified by SDC Item: STATUS) in a fiscal year divided by the total number of deals in the fiscal year. To be conservative, a deal is considered failed if it is not clearly coded “Completed” [The results are qualitatively similar by alternative classifications of deal failure (e.g. missing effective/unconditional dates by SDC Item: DATEEFFUNCON)] |
Public | The number of deals targeting public firms announced in a fiscal year scaled by the total number of deals in the fiscal year |
Deal | A dummy variable that takes the value of unity if an acquiring firm is involved in at least one deal in a fiscal year, and zero otherwise |
AggDollar | The aggregate dollar gain (in millions) of acquirer is the sum of dollar gains for all the deals in a fiscal year. The dollar gain is the change in the market capitalization of an acquirer from 2 days before (− 2) the deal announcement to 1 day after (+ 1) |
AvgReturn | The average return gain of acquirer is the deal value weighted average return rate for all the deals in a fiscal year. The return rate is the change in the market capitalization of an acquirer from 2 days before (− 2) the deal announcement to 1 day after (+ 1) divided by the market capitalization of an acquirer 2 days before (− 2) the deal announcement |
EAbReturn | The abnormal return gain of acquirer is the deal value weighted average abnormal holding period return over the (− 2, + 1) event window for all the deals in a fiscal year. The abnormal return is defined as a model-free holding period return in excess of the equally weighted market portfolio |
VAbReturn | The abnormal return gain of acquirer is the deal value weighted average abnormal holding period return over the (− 2, + 1) event window for all the deals in a fiscal year. The abnormal return is defined as a model-free holding period return in excess of the value weighted market portfolio |
M/B | The industry adjusted market-to-book ratio is defined as the firm’s market-to-book ratio minus the industry’s median market-to-book ratio. The median level is calculated at the two-digit SIC industry-year level using the Compustat universe |
Leverage | The long term debt and debt in current liabilities divided by book value of assets at the beginning of the fiscal year |
Size | The natural log of book value of assets |
R&D | The research and development expenditures divided by book value of assets at the beginning of the fiscal year |
FirmAge | The number of years that a firm has data available in Compustat |
Directors | The total number of directors serving on the board |
Outsiders | The percentage of outsider directors |
Cash | The book value of cash and short-term investments divided by book value of assets at the beginning of the fiscal year |
PPE | The book value of property, plant and equipment divided by book value of assets at the beginning of the fiscal year |
IndCapx | The natural log of industry capital expenditures as measured by the sum of capital expenditures in industries identified by 2-digit SIC codes |
SReturn | The annual stock return during the fiscal year |
PPS | The pay performance sensitivity measured as CEO total portfolio delta (in thousands) |
CPS | The total CEO compensation divided by the total compensation for the whole top management team of five executives |
Duality | A dummy variable takes the value of 1 if the CEO is also the chair of the board |
Founder | A dummy variable takes the value of 1 if the CEO is also the founder of the firm |
Ownership | The percentage of shares owned by the CEO |
Tenure | The number of years since the CEO took office |
Deal level data | |
Subsidiary | A dummy variable takes the value of unity if the target is a subsidiary firm and zero otherwise |
Private | A dummy variable takes the value of unity if the target is a private firm, and zero otherwise |
Focus | A dummy variable takes the value of unity if the target has the same two-digit SIC code as the acquirer, and zero otherwise |
Cross | A dummy variable takes the value of unity if the target is a non-US firm, and zero otherwise |
Tender | A dummy variable takes the value of unity if the deal involves a tender offer, and zero otherwise |
Friendly | A dummy variable indicates the deal attitude. It takes the value of unity if the offer is friendly, and zero otherwise |
ACap | The acquirer’s market capitalization one month before the deal announcement |
Appendix 2
Below analytical process is by no means a full-fledged development of econometric modeling but an intuitive reasoning in support of my empirical strategy. I will start with the most general form of a multiple linear regression model,
in which, \(\begin{gathered} y = \left( {\begin{array}{*{20}c} {y_{1} } \\ {y_{2} } \\ \vdots \\ {y_{N} } \\ \end{array} } \right)_{N \times 1} , \, X = \left( {\begin{array}{*{20}c} {x_{11} } & {x_{12} } & \cdots & {x_{1K} } \\ {x_{21} } & {x_{22} } & \cdots & {x_{2K} } \\ \vdots & \vdots & \ddots & \vdots \\ {x_{N1} } & {x_{N2} } & \cdots & {x_{NK} } \\ \end{array} } \right)_{N \times K} = \left( {\begin{array}{*{20}c} {{\text{x}}_{1} } & {{\text{x}}_{2} } & \cdots & {{\text{x}}_{K} } \\ \end{array} } \right)_{N \times K} \hfill \\ \hfill \\ \end{gathered}\), and \({\text{x}}_{i} = \left( {\begin{array}{*{20}c} {{\text{x}}_{1i} } \\ {{\text{x}}_{2i} } \\ \vdots \\ {{\text{x}}_{Ni} } \\ \end{array} } \right)_{N \times 1} i = 1,2, \ldots K, \, \beta { = }\left( {\begin{array}{*{20}c} {\beta_{1} } \\ {\beta_{2} } \\ \vdots \\ {\beta_{K} } \\ \end{array} } \right)_{K \times 1} , \, \varepsilon { = }\left( {\begin{array}{*{20}c} {\varepsilon_{1} } \\ {\varepsilon_{2} } \\ \vdots \\ {\varepsilon_{N} } \\ \end{array} } \right)_{N \times 1}\).
To simplify the derivation, I standardize \(y\) and \({\text{x}}_{i}\) so that \(\widetilde{y} = \frac{{y - \overline{y}1_{N \times 1} }}{{S_{y} }}, \, \widetilde{{\text{x}}}_{k} = \frac{{{\text{x}}_{k} - \overline{x}_{k} 1_{N \times 1} }}{{S_{{{\text{x}}_{k} }} }}\), where \(1_{N \times 1}\) is a vector of ones, and \(S_{{\{ y,x_{k} \} }}\) represents corresponding standard deviations for dependent and independent variables. To be concise, I still denote the standardized \(\widetilde{y}\) and \(\widetilde{{\text{x}}}_{k}\) as \(y\) and \({\text{x}}_{i}\). Moreover, for the purpose of this derivation, I assume no endogeneity and assume homogeneous standard errors that are not clustered at any level. The standard OLS estimator is as follows,
with the variance of the parameter estimates:
If \(K = 2, \, \frac{1}{N}X^{T} X = \left( {\begin{array}{*{20}c} {\frac{{1^{T} 1}}{N}} & {\frac{1}{N}x_{i}^{T} 1} \\ {\frac{1}{N}x_{i}^{T} 1} & {\frac{1}{N}x_{i}^{T} x_{i} } \\ \end{array} } \right) = \left( {\begin{array}{*{20}c} {\frac{1}{N}N} & {\frac{1}{N}\sum {x_{i} } } \\ {\frac{1}{N}\sum {x_{i} } } & {\frac{1}{N}\sum {x_{i}^{2} } } \\ \end{array} } \right)\). For the sake of tractability, I further assume that \({\text{x}}_{i}\) is orthogonal to each other, i.e.\({\text{x}}_{i}^{T} {\text{x}}_{j} = 0\) for \(i \ne j\). Notice that for standardized \({\text{x}}_{i}\), such a restriction is roughly equivalent to no severe multicollinearity among independent variables. As such,
As \(N\) is sufficiently large (large sample analysis),
Provided that \(y\) and \({\text{x}}_{i}\) are standardized, I could derive the following expression,
Analogously, when \(N\) is sufficiently large
With the all the above setting in place, we could examine the statistical significance of \(\widehat{\beta }_{i}\) using the following equation.
Provided that the variable of interest \({\text{x}}_{i}\) (\(\delta\)), does not change within the same fiscal year and the acquisition policy is very sticky, the components of equation (11) shall change accordingly as follows: \(N \to N \times M\), \(\frac{1}{N}\sigma_{\varepsilon }^{2} \to \frac{1}{N \times M}\sigma_{\varepsilon }^{2} , \, \sigma_{{{\text{x}}_{i} ,y}}^{2} \to M \times \sigma_{{{\text{x}}_{i} ,y}}^{2}\), where \(M\) is average number of acquisitions per fiscal period. Therefore, asymptomatically, the magnitude of statistical significance (\(\left| {t_{{\widehat{\beta }_{i} }} } \right|\)), will increase dramatically in \(M\).Footnote 9 Therefore, taking into the consideration of the data and the research goals, I use firm-year as the unit of this study.
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Qiao, Y. Internal governance and corporate acquisition activities. Eurasian Bus Rev 12, 373–408 (2022). https://doi.org/10.1007/s40821-020-00180-8
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DOI: https://doi.org/10.1007/s40821-020-00180-8
Keywords
- Internal governance
- Agency theory
- Executive horizon
- Corporate acquisition activities
- Post-acquisition performance