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Abstract:
In this paper, we provide clinical evidence on market efficiency by studying stock price movements around a particular event--the explosion of the Space Shuttle Challenger. Our work is motivated by the continuing debate on whether the market quickly and accurately processes information. A group of researchers have long argued that stock prices exhibit excess volatility and anomalous patterns that cannot be explained only by information. We provide contradictory evidence. We study an event in which investor panic could easily lead to initial overreaction, and because the government investigation of the cause of the crash took five months, one might expect a delayed stock market reaction to the crash. What we find is that the market pinpointed the guilty party within minutes, and while there was some "excess volatility" associated with trading in the non-culpable firms, this provided little or no profit to traders with inside information.

Abstract:
We study the acquisition and divestiture activity of a sample of 1,305 firms from 59 industries during the 1990-99 period. Consistent with the importance of restructuring activity during the 1990s, we find that half of the sample firms are acquired or engage in a major divestiture. Consistent with the notion
that economic change is a source of the observed restructuring activity, we find significant industry clustering in both acquisitions and divestitures. We also study the announcement effects of the two forms of restructuring and find that both acquisitions and divestitures in the 1990s increase shareholder wealth. Moreover, the wealth effects for both acquisitions and divestitures are directly related to the relative size of the event. The symmetric, positive wealth effects for acquisitions and divestitures are consistent with a synergistic explanation for both forms of restructuring and are inconsistent with non-synergistic models based on entrenchment, empire building and hubris.

Abstract:
We study the process of corporate restructuring for a sample of 298 firms during the 1989-98 period that announce that they are considering restructuring alternatives. We find that restructuring is a lengthy process, with the majority of the restructuring period occurring prior to any definitive proposals for corporate change. Only 70 percent of the firms that initially propose restructuring later make a definitive proposal to sell either all or part of the firm, with other firms taking themselves out of play or declaring bankruptcy. Hence, the market reaction to the initial restructuring announcement underestimates the full wealth effects of completed restructurings. The estimate of the full value of restructuring across the sample firms averages 7.5 percent, with the greatest gains of 30 percent accruing to firms that are acquired. The average gain for the full restructuring period for firms divesting a unit is 5 percent, which is roughly double that estimated for the initial announcement in prior studies of corporate divestitures.

Event studies, valuation, mergers, divestitures

Abstract:
As measured by the number of bidders that publicly attempt to acquire a target, the takeover arena in the 1990s was not competitive. However, we develop a new measure competition based on the pre-public, private takeover process that indicates that public takeover activity is only the tip of the iceberg of actual takeover competition during the 1990s. We show a highly competitive market where half of the targets were auctioned among multiple bidders, while the remainder negotiated with a single bidder. In event study analysis, we find that the wealth effects for target shareholders are comparable in auctions and negotiations.

Mergers and acquisitions, auction, negotiation

Abstract:
We study 298 firms that announce the intent to consider restructuring during the 1989 to 1998 period. We find that the actions taken subsequent to the initial restructuring consideration are equally divided between (i) being acquired, (ii) divesting one or more subsidiaries, or (iii) either terminating the process or declaring bankruptcy. There is a greater completion rate in the second half of the sample, which suggests that economy-wide factors influence the restructuring decision. For the average firm in the sample, restructuring is a positive net present value decision, although sustained positive shareholder returns accrue only to the firms that actually complete restructuring. For a sub-sample of firms that are acquired, we detail the private auction process that is initiated and conducted by the selling firms and their investment banks. In the private auction, 80 percent of the selling firms have multiple bidders, even though only 20 percent of these cases have more than one publicly announced bidder. The depth of the private auction affects the runup of stock prices prior to the formal acquisition offer.

auctions, mergers, acquisitions, investment banks, restructuring

Abstract:
The most important development in international corporate governance in the past 20 years has been the privatization of state-owned enterprises. There is evidence that privatization has resulted in improved firm performance but the source of this improvement is difficult to isolate. We argue that one of the most important results of privatization for corporate governance is the potential entry of those firms into the market for corporate control as targets and bidders, which can result in improved firm performance for numerous reasons. We document the magnitude and the wealth effects of the mergers of privatized firms, attempting to find every privatized firm that was either a target or a bidder in a merger. We find 52 privatized firms that subsequently become targets of takeovers and 90 privatized firms that became bidders in 341 mergers. In general, we find that privatized firms operate very much as non-privatized firms have in the market for corporate control. Target firms experience a 12 percent increase in equity value at the announcement of a merger. Bidding firms experience a positive but insignificant change in equity value at merger announcement. The results indicate that mergers result in net wealth creation for privatized firms and are indicative that one effect of privatization is wealth-creating mergers.

Privatization, corporate control, mergers

Abstract:
We analyze the impact of the growing presence of private equity bidders on the level of competition in corporate takeovers in the United States. In particular, we address the question as to whether the joint bidding by private equity consortiums facilitates collusion in the corporate takeover market. We study a sample of 870 takeovers of publicly traded targets in the 2003 to 2007 period. We find that that both single private equity bidders and private equity consortiums are associated with significantly greater levels of takeover competition than other types of bidders. And while we find some evidence that target abnormal returns are lower in private equity consortium deals for narrow event windows around the initial takeover-related announcement date, we also find that these results do not hold for longer event windows that better account for differences in the takeover process across types of bidders. Analysis that controls for the endogenous selection of private equity consortiums also fails to find any negative effects of consortiums on either takeover competition or target returns. We interpret the evidence to reject the argument that the formation of consortiums by private equity bidders facilitates collusion in the corporate takeover market and to be consistent with a competitive explanation for consortium formation. We also study the impact on takeover competition of recent contractual innovations such as go-shop provisions and staple financing that are used in private equity deals.

takeover auctions, private equity, joint bidding, consortiums, staple financing

Abstract:
We study the stock exchange rivalry between the New York Stock Exchange (NYSE) and the Consolidated Stock Exchange (Consolidated) from 1885 to 1926 using a new database of bid-ask spreads and stock data collected from The New York Times and other primary sources. The magnitude of this important, but largely forgotten rivalry was substantial. From 1885 to 1895, the ratio of Consolidated to NYSE volume averaged 40 percent and reached as high as 60 percent. The market share of the Consolidated averaged 23 percent for approximately 40 years. The Consolidated focused on the relatively liquid securities on the NYSE as measured by bid-ask spreads and trading volume. Our results suggest that NYSE bid-ask spreads fell by more than 10 percent when the Consolidated began to trade NYSE stocks while bid-ask spreads for our quasicontrol group of stocks trading on the Boston Stock Exchange remain unchanged. The effect persisted over the entire history of the stock market rivalry until a series of scandals and investigations of the Consolidated by state regulators led to the demise of the exchange in the 1920s. The analysis suggests three conclusions: (1) the NYSE has faced significant long-run competition (2) the NYSE may be susceptible to a similar level of competition in the future and (3) that the Consolidated may have improved the efficiency of stock prices by contributing to the price discovery process.

Abstract:
We study the stock exchange rivalry between the New York Stock Exchange (NYSE) and the Consolidated Stock Exchange (Consolidated) from 1885 to 1926. The magnitude of this important, but largely forgotten rivalry was substantial: From 1885 to 1895, the ratio of Consolidated to NYSE volume averaged 40 percent and reached as high as 60 percent. The market share of the Consolidated averaged 23 percent for approximately 40 years. The Consolidated focused on the relatively liquid securities on the NYSE as measured by bid-ask spreads and trading volume. We find that bid-ask spreads fell by more than 10 percent when the Consolidated began to trade NYSE listed securities in 1885. The effect persisted over the entire history of the stock market rivalry. Our results suggest that the NYSE has faced significant long-run competition and may be susceptible to a similar level of competition in the future.

stock exchange competition, bid-ask spreads

Abstract:
We use a unique set of equities in the when-issued market to provide new tests of the law of one price in financial markets. We compare the prices of when-issued and regular-way shares of publicly-traded subsidiaries and their parents around the time the subsidiaries are fully divested. In contrast to prior analyses of when-issued trading in equity markets, we find that the when-issued shares of the subsidiary trade at a discount. Some of the pricing differences stem from measurement factors such as exchange location and bid-ask clustering that bias the observed when-issued pricing differential away from zero. The remaining difference between the when-issued and regular-way prices is due to asymmetric movements in bid and ask quotes in the two markets. We also find evidence of temporary price pressures on the date of execution of the spinoff of the subsidiary firms that bear resemblance to the pricing in the when-issued market. We interpret the evidence as consistent with the law of one price in the presence of transaction costs.

law of one price, market efficiency, market microstructure

Abstract:
We provide new evidence on termination provisions and the takeover bidding process. Our central contribution is a novel database from Securities and Exchange Commission (SEC) documents that accurately measures the incidence of termination provisions and the depth of competition in takeover deals. We show that biased data in prior research produced incorrect conclusions on the relation between termination provisions and judicial decisions, bidder toeholds, and deal size. Our comprehensive data also show that termination provisions are positively related to takeover competition. Our evidence is consistent with the information/commitment hypothesis in which termination provisions do not truncate bidding but instead culminate the takeover process.

Abstract:
We provide new evidence on termination provisions and the takeover bidding process. Our central contribution is a novel database from SEC documents that accurately measures the incidence of termination provisions and the depth of competition in takeover deals. We show that biased data in prior research produced incorrect conclusions on the relation between termination provisions and judicial decisions, bidder toeholds and deal size. Our comprehensive data also show that termination provisions are positively related to takeover competition. Our evidence is consistent with the information/commitment hypothesis in which termination provisions do not truncate bidding but instead culminate the takeover process.

Takeover auctions, termination fees, stock option agreements, shareholder voting agreements

Abstract:
In their attempt to explain this preference for negotiations and controlled sales over auctions in M&A sales, the authors draw extensive parallels with the market for initial public offerings. As in the “bookbuilding” approach that now dominates the IPO process in virtually all global capital markets, the decision to limit the number of bidders through either negotiations or controlled sales appears to have the advantage of eliciting more aggressive bids from the “most qualified” buyers. Or, to put this another way, auctions appear to have the effect of discouraging such buyers from participating in the process.In a much cited 1996 article in the American Economic Review called “Auctions Versus Negotiations,” economists Jeremy Bulow and Paul Klemperer argued that there is “no merit in arguments that negotiation should be restricted to one or a few bidders to allow the seller to maintain control of the negotiating process.” But in their series of studies of the corporate M&A sales process over the past five years, the authors of this article have come to a very different conclusion. Contrary to the conventional wisdom, wide-ranging auctions that seek the greatest number of bidders are far from the dominant approach. Roughly half of the large M&A deals investigated by the authors were accomplished through negotiations with single bidders. At the same time, full-fledged auctions accounted for only about half of the deals involving multiple bidders, while the other half were classified as controlled sales aimed at a small number of carefully selected potential buyers.For managements and boards that have decided that the value-maximizing choice is to sell their companies, the board must then address another important question: what is the best way to sell the company? Should they use a wide-ranging auction that seeks to attract the largest number of bidders, exclusive negotiation with a single bidder, or a “controlled sale” with a limited group of potential buyers?

In a much cited 1996 article in the American Economic Review called “Auctions Versus Negotiations,” economists Jeremy Bulow and Paul Klemperer argued that there is “no merit in arguments that negotiation should be restricted to one or a few bidders to allow the seller to maintain control of the negotiating process.” But in their series of studies of the corporate M&A sales process over the past five years, the authors of this article have come to a very different conclusion. Contrary to the conventional wisdom, wide-ranging auctions that seek the greatest number of bidders are far from the dominant approach. Roughly half of the large M&A deals investigated by the authors were accomplished through negotiations with single bidders. At the same time, full-fledged auctions accounted for only about half of the deals involving multiple bidders, while the other half were classified as controlled sales aimed at a small number of carefully selected potential buyers.

In their attempt to explain this preference for negotiations and controlled sales over auctions in M&A sales, the authors draw extensive parallels with the market for initial public offerings. As in the “bookbuilding” approach that now dominates the IPO process in virtually all global capital markets, the decision to limit the number of bidders through either negotiations or controlled sales appears to have the advantage of eliciting more aggressive bids from the “most qualified” buyers. Or, to put this another way, auctions appear to have the effect of discouraging such buyers from participating in the process.

Abstract:
Prior analysis of prices of the NYSE and other exchanges find that transitory price volatility is greater at the open of trading than at the close. We extend this line of research by using 40 years of hourly Dow Jones 65 Composite price index data to estimate transitory volatility throughout the trading day. Our results indicate that transitory volatility steadily declines during the trading day. We find a similar intraday decline in transitory volatility for a two-and-a-half-year sample of the individual firms in the Dow Jones 30 Industrials Index. The results are consistent with the hypothesis that trading aids price formation and do not support the argument that particular trading mechanisms are the source of greater volatility at the open of trading.

Abstract:
We study a sample of U.S. corporations in which the federal government held between 35 percent and 100 percent of the outstanding common stock during and following World War II. We find that the firms experienced abnormally high turnover among corporate board members but that the tenure of senior management was relatively stable. We also find that the performance of the government-owned companies was not significantly different than private-sector firms in the same industry. We attribute this comparable performance of the government-controlled firms to monitoring mechanisms such as analyst valuation, tradeable shares and competitive product markets that are not normally associated with public ownership.

Abstract:
Analysis of 187 proxy contests for board seats from the 1979-89 period indicates that the proxy mechanism made a significant contribution to corporate governance in the 1980s by overcoming obstacles to the market for corporate control, by inducing the removal of incumbent management, and by facilitating downsizing at the target companies. Firms that were acquired and/or that replaced senior management following proxy contests experienced a sustained appreciation in shareholder wealth. By contrast, firms that were not acquired or that did not replace senior management, even in cases where dissidents attained seats, suffered a decline in shareholder wealth following proxy contests. Operating income increases following proxy contests, a result which also holds after adjusting for an industry control sample. The post-contest change in operating income is positively related to the changes in shareholder wealth at contest announcement, indicating a direct linkage between valuation effects and corporate operating performance:

Abstract:
We contrast the winner's curse hypothesis and the competitive market hypothesis as potential explanations for the observed returns to bidders in corporate takeovers. The winner's curse hypothesis posits sub-optimal behavior in which winning bidders fail to adapt their strategies to the level of competition and the amount of uncertainty in the takeover environment and predicts that bidder returns will be inversely related to the level of competition in a given deal and to the uncertainty in the value of the target. Our measure of takeover competition comes from a unique data set on the auction process that occurs prior to the announcement of a takeover. In our empirical estimation, we control for the endogeneity between bidder returns and the level of competition in takeover deals. Controlling for endogeneity, we find that the returns to bidders are not significantly related to takeover competition. We also find that uncertainty in the value of the target does not reduce bidder returns. Related analysis indicates that prestigious investment banks do not promote overbidding. Analysis of post-takeover operating performance also fails to find any negative effects of takeover competition. As a whole, the results indicate that the breakeven returns to bidders in corporate takeovers stem not from the winner's curse but from the competitive market for targets that occurs predominantly prior to the public announcement of bids.

Mergers and acquisitions, auction, negotiation, bidder returns