We examine the effect of the cross-border merger and acquisition (M&A) activities of Chinese firms on their corporate social responsibility (CSR) performance. We find that Chinese acquirers significantly increase CSR performance and CSR spending following cross-border M&As. The legal origins and social norms of host countries are found to positively affect the acquirers’ CSR performance and CSR spending in the post-M&A period. The results are consistent with Chinese acquirers signaling their commitment toward CSR through cross-border M&As to respond to diverse (...) stakeholder demands and strengthen corporate reputation. We also provide evidence that Chinese firms’ knowledge acquisition through cross-border M&As boosts green innovation. In addition, we show that the financial performance of Chinese acquirers does not suffer in the long term, indicating that strategic CSR investments can be integrated with other corporate investment activities. Our study demonstrates how cross-border M&As affect stakeholder value beyond value for shareholders. (shrink)

Previous research has investigated the links between Mergers and Acquisitions (M&As) and the monetary magnitude of executive compensation, but failed to inquire how the adoption of specific attributes of compensation contacts relates to M&A activities. We address this gap in the literature by examining the impacts of some M&A characteristics and acquirers' features on the adoption of executive compensation protection provisions and new Long-Term Incentive Plans (LTIPs). The study adopts a longitudinal design before after M&A deals for 80 (...) Canadian acquiring companies that engaged in M&A activities between 1995 and 2001. Our findings suggest that both transactional and organisational characteristics significantly explain the executive compensation arrangements' adoption around M&A transactions, but that the adoption of new LTIPs is subjected to a different set of determinants than the adoption of compensation protection provisions. We interpret these results in the light of the agency, political and institutional perspectives. (shrink)

The purpose of this paper is to explore job performance, mergers and acquisitions (M&A) from an ethical perceptive. A great number of studies have extensively discussed the link between M&A and performance; however, most focused on the financial functions and strategy selections. Although ethical issues emerge in the M&A process, it is a less studied area. This study adopted the structural equation modeling approach to empirically test our hypotheses. Based on 264 samples from financial companies, data analyses indicated (...) that ethical conduct in M&A is significantly correlated with employee job performance. Ensuring employment security and caring practices can significantly explain organizational commitment. Organizational commitment also plays a significant mediating role between a company’s ethical conduct and employee job performance. Managerial implications are also provided. (shrink)

Starting from the notion of a structural relation between war and rape in patriarchal systems, this article aims at pointing out how this relation is reflected in the co-occurrence of war and marriage metaphors in mergers and acquisitions (M&A) discourse. Critical Discourse Analysis is combined with cognitive metaphor theory to show how metaphors of marriage and romance ("MERGERS ARE MARRIAGES") tend to co-occur with war and various derived metaphors ("M&As ARE BATTLES FOR TERRITORY"). The significance of these (...) co-occurrences is illustrated through corpus data from genres such as newspaper reports and journal articles. Results of additional qualitative analysis are drawn upon to investigate whether the well-established marriage metaphor functions as an ideologically invested euphemism for rape metaphors. Because the latter are more often than not conspicuously absent, the notion of metaphor gaps is introduced and discussed briefly. (shrink)

Finding the factors driving enterprise innovation behavior from multiple dimensions is of great significance for promoting enterprise innovation. Open innovation based on overseas mergers and acquisitions has become one of the main ways for enterprises to obtain knowledge and technology. However, there is still no agreement on whether open innovation based on overseas M&A can promote innovation behavior of enterprises. Based on data from M&A transaction and enterprise patent of China’s Shanghai and Shenzhen A-share listed companies from 2011 (...) to 2018, this study constructs a propensity score matching and difference-in-difference model from the perspective of innovation performance and innovation investment empirically studies the influence of open innovation mode based on overseas M&A on the innovation behavior of enterprises and finds that open innovation based on overseas M&A can significantly promote the innovation performance and innovation investment. Meanwhile dynamic effects test shows this promotion effect is sustainable; it reaches the maximum in the year of overseas M&A and decreases in the next two years. In addition, the impacts are heterogeneous due to enterprise ownership and enterprise technology intensity. The findings extends the scope of understanding innovation behavior of enterprises from overseas M&A and provide solid evidence of significant business implications for the promotion of entrepreneurial innovation. (shrink)

Prior literature on ethical concerns in mergers and acquisitions (M&As) has often concluded that many stakeholders, such as workers and communities, have unjustly suffered as a result of takeovers and associated defences and that their rights as stakeholders have been violated. However, very few papers provide any guidance on how to evaluate a merger or acquisition from an ethical standpoint. This study looks at how ethical frameworks could be used to assess the ethical impact of a merger or (...) acquisition and gives practical guidance. It is proposed that decision makers should consider the impact on four stakeholder groups: shareholders, employees, customers and directors. We call the proposed method for doing this Partial Utilitarian analysis. We suggest two possible ways of applying the Partial Utilitarian analysis. One approach could rely on the evidence from a sample of recent deals. For this, empirical analysis is conducted on a sample of large M&As in the United Kingdom in the period 1993–2003. Alternatively, a better approach, requiring considerable management time, requires forecasting of the economic impact on the four groups of stakeholders. The paper shows how to do this. (shrink)

Prior literature on ethical concerns in mergers and acquisitions (M&As) has often concluded that many stakeholders, such as workers and communities, have unjustly suffered as a result of takeovers and associated defences and that their rights as stakeholders have been violated. However, very few papers provide any guidance on how to evaluate a merger or acquisition from an ethical standpoint. This study looks at how ethical frameworks could be used to assess the ethical impact of a merger or (...) acquisition and gives practical guidance. It is proposed that decision makers should consider the impact on four stakeholder groups: shareholders, employees, customers and directors. We call the proposed method for doing this Partial Utilitarian analysis. We suggest two possible ways of applying the Partial Utilitarian analysis. One approach could rely on the evidence from a sample of recent deals. For this, empirical analysis is conducted on a sample of large M&As in the United Kingdom in the period 1993–2003. Alternatively, a better approach, requiring considerable management time, requires forecasting of the economic impact on the four groups of stakeholders. The paper shows how to do this. (shrink)

Successful corporate acquisitions require its managers to achieve substantial performance improvements in order to sufficiently cover acquisition premiums, the expected return of debt and equity investors, and the additional resources needed to capture synergies and accelerate growth. Acquirers understand that achieving the performance improvements necessary to cover these costs and create value for investors will most likely require a significant effort from mergers and acquisitions (M&A) management teams. This understanding drives the common and longstanding practice of offering (...) hefty performance incentive packages to key managers, assuming that financial incentives will induce in-role and extra-role behaviors that drive organizational change and growth. The present study debunks the assumptions of this common M&A practice, providing quantitative evidence that shared vision and autonomous motivation are far more effective drivers of managerial performance than financial incentives. (shrink)

This paper is the first major and a thorough study on the Merger & Acquisition (M&A) activities in Vietnam’s emerging market economy, covering almost entirely the M&A history after the launch of Doi Moi. The surge in these activities since mid-2000s by no means incidentally coincides with the jump in FDI and FPI inflows into the nation. M&A industry in Vietnam has its socio-cultural traits that could help explain economic happenings, with anomalies and transitional characteristics, far better than even the (...) most complete set of empirical data. Proceeds from the sales of existing assets and firms have mainly flowed into the highly speculative industries of securities, banking, non-bank financials, portfolio investments and real estates. The impact of M&A on Vietnam’s long-term prosperity is thus highly questionable. An observable high degree of volatility in the M&A processes would likely blow out the high ex ante expectations by many speculators, when ex post realizations finally arrive. The effect of the past M&A evolution in Vietnam has been indecisively positive or negative, with significant presence of rent-seeking and likelihood of causing destructive entrepreneurship. From a socio-economic and cultural view, the degree of positive impacts may result in domestic entrepreneurship which will perhaps be the single most important indicator. (shrink)

Abstract:While many aspects of stock and option based compensation for corporate officers remain controversial, we suggest that the growing trend for similar practices in favor of boards of directors will prove to be even more contentious. High-ranking corporate managers do not set their own salaries nor authorize their own stock options. By contrast, boards of directors do, in fact, set their own compensation packages. Other potential conflicts of interest include setting option performance targets, stock buybacks, stock option resets and reloads, (...) consolidations (mergers and acquisitions), and service on multiple boards. As trust is the most valuable commodity in a capitalist society, we suggest that these potential conflicts of interest and related outcomes may ultimately serve to erode any anticipated benefits of director stock compensation. (shrink)

Based on the event study method, this paper conducts the analysis on the short-term performance of 1302 major mergers and acquisitions in China from 2006 to 2019 and takes the cumulative abnormal return as the measurement index. After comparing the five abnormal return calculation models, it is found that the commonly used market model method and the market adjustment method have statistical defects while the Elman feedback neural network model is capable of good nonlinear prediction ability. The study (...) shows that M&A can create considerable short-term performance for Chinese listed company shareholders. The CAR in window period reached 14.45% with a downward trend, which is the win-win result achieved through the cooperation between multiple parties and individuals driven by their respective rights and interests in the current macro-microeconomic environment in China. (shrink)

Based on the assumption that the long-term value of a venture capital satisfies the algebraic Brownian motion, we develop a continuous-time exit model of venture capital under different exit modes, namely, initial public offering and mergers and acquisitions. The employee incentive problem is analyzed jointly with the exit decision of the firm in terms of the exit timing and the exit mode. Further, the problem of capital exit is considered from two perspectives, namely, optimal venture capital and social (...) welfare maximization, and the differences between these exit decisions are compared. Our model predicts that the timing of an IPO, the purpose of which is to maximize the utility of the capitalists, lags behind the exit timing, whose purpose is to maximize social welfare. Using a numerical analysis, this paper also proves that increasing the production efficiency, lowering the interest rates, and improving risk management can make the exit decision of venture capitalists converge with that of maximizing social welfare. (shrink)

Regulators have recently relaxed some provisions of the Global Research Analyst Settlement of 2003 and associated reforms, which arose from charges that conflicts of interest within investment banks had induced the issuance of fraudulent or otherwise misleading analyst research reports. We examine the effectiveness of the Global Settlement in reducing the systematic optimism observed in stock recommendations of analysts whose employer is a merger and acquisition advisor for the covered firm, by comparing the optimism exhibited in stock recommendations issued by (...) these analysts and by unaffiliated analysts before and after the Global Settlement. To control for the impact on analyst optimism of other time varying factors, our sample includes cases from the US and from other countries in which the Global Settlement had no direct impact. We argue that if the Global Settlement was effective, there should be a reduction in the relative optimism of affiliated analysts following this reform, and that reduction in the relative optimism should be greater for affiliated US analysts, than for affiliated analysts from non-US countries. When optimism is measured over a 180-day period surrounding the M&A announcement, we find a significantly greater reduction in US affiliated analysts’ optimism than occurs outside the US. However, evidence regarding analysts’ optimism in the 90-day period prior to the announcement of an M&A deal is mixed. (shrink)

PurposeThe purpose of this study is to illustrate how the adoption of new enterprise resource planning systems affects sensemaking in the process of Organizational Identity integration after a Merger and Acquisition.Design/methodology/approachWithin a wider case study about an acquisition in chemical/pharmaceutical industry, the paper describes the effects of SAP adoption and implementation on the organizational identity. This methodology, based on semi‐structured interviews to project leaders and to team members, has allowed a deep comprehension of the context, even if results cannot provide (...) statistical evidence of relationships.FindingsUsing the Swanson and Ramiller's approach to innovation, the paper argues that ERP adoption and implementation support sensemaking process if innovation takes place with mindfulness and because, in that case, people interact on symbolic meanings sharing retrospective knowledge and cognitive causal maps. After an M&A there are conditions for a mindful innovation with IT and therefore innovating with IT can be an effective way to enforce sensemaking process and, as a consequence, to influence the Organizational Identity evolution. In a constructionist approach, the evolution of organizational identity requires a social negotiation among members where sensemaking has a primary role. So, the integration process following acquisitions can be facilitated by adopting, implementing and assimilating common IT solutions with mindfulness.Research limitations/implicationsThe first limitation of this study is referred to timing. The author entered into the company within a year after the acquisition and went out at the beginning of SAP assimilation phase. Therefore, some perceptions could still evolve in different ways. The second limitation depends on the fact that the author analyzed a single case. By focusing on one case of acquisition – an acquisition that gives value to acquired company – the author might be limiting the transferability of the findings.Practical implicationsThese results can be useful for both scholars and practitioners. Managers who face organizational change can consider the adoption and implementation of ERP as an opportunity to influence the evolution of Organizational Identity according to strategic priorities.Originality/valueThe value of this study is in its approach that links a strategic level with a social level. This link is realized not using the ERP as an artefact but using the process of its adoption and implementation. (shrink)

Delaware’s famous corporate law and its highly respected specialized Court of Chancery attract entrepreneurs from all over the world, who choose the small state as their locus of incorporation and litigation forum, and global investors who choose Delaware law as the law governing their corporate investments and mergers and acquisitions. Other jurisdictions vie with Delaware in regard to these choices. This interjurisdictional competition makes Delaware a significant global norm exporter in the field of corporate law because jurisdictions emulate (...) some of its corporate law. Israel leads the global pack. For two decades, it has been approximating its corporate law to Delaware’s and emulating its principal institutions, including by establishing a specialized Chancery-like court whose judges seek guidance in Delaware’s case law in deciding open corporate law questions. This Article employs qualitative methods—interviews with M&A practitioners from the United States, the United Kingdom, and Israel. We use the interviews to assess whether the project of approximating Delaware corporate law has succeeded in shifting incorporation decision preferences away from Delaware to Israel and watering down the natural reluctance of global investors to accepting an unfamiliar corporate law when engaging in cross-border corporate M&A transactions involving an Israeli party. Our findings indicate that the approximation project has countervailing effects, opinions about its success being polarized and nuanced; that approximation increases the familiarity of domestic practitioners with the foreign law being emulated, making the emulated law easier to implement; and that approximation creates more room for other aspects of interjurisdictional competition to influence private choices. (shrink)