Takeovers, Governance and the Cross-Section of Returns

36 Pages Posted: 3 Nov 2008

See all articles by Martijn Cremers

Martijn Cremers

University of Notre Dame; ECGI

Vinay B. Nair

University of Pennsylvania - Finance Department

Kose John

New York University (NYU) - Department of Finance

Date Written: March 2005


This paper considers the impact of the takeover channel on firm valuation. We usethe idea that takeover activity responds to investor expectations of future rate of return and hence to state variable(s) related to the time variation in risk premia. Thus firms with higher exposure to takeovers, due to higher expectations of receiving a takeover premium, have a higher exposure to the state variable that dictates time variation in risk premia. Consequently, the difference in the returns between firms that differ in their takeover vulnerabilities can be used to used to proxy these state variables. To do so, we create a takeover-spread portfolio that buys firms with low cash-adjusted-leverage(cheaper targets) and shorts firms with high cash-adjusted-leverage and show that sucha portfolio generates annualized abnormal returns of up to 11.20% between 1980 and2003. Also, abnormal returns associated with governance-spread portfolios (Gompers,Ishii and Metrick, 2003 and Cremers and Nair, 2004) decrease significantly once the assetpricing model includes this cash-adjusted-leverage factor. Finally, we propose a new takeover factor to proxy for the risk due to changes in these risk-premia related state variables, which is shown to be important in explaining cross-sectional differences in equity returns. The paper shows why investors require a higher rate of return on firms exposed to takeovers and yet value them higher than firms protected from takeovers.

Suggested Citation

Cremers, K. J. Martijn and Nair, Vinay B. and John, Kose, Takeovers, Governance and the Cross-Section of Returns (March 2005). NYU Working Paper No. FIN-05-009, Available at SSRN: https://ssrn.com/abstract=1294145

K. J. Martijn Cremers (Contact Author)

University of Notre Dame ( email )

P.O. Box 399
Notre Dame, IN 46556-0399
United States

ECGI ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels

Vinay B. Nair

University of Pennsylvania - Finance Department ( email )

The Wharton School
3620 Locust Walk
Philadelphia, PA 19104
United States
215-746-0004 (Phone)
215-898-6200 (Fax)

Kose John

New York University (NYU) - Department of Finance ( email )

Stern School of Business
44 West 4th Street
New York, NY 10012-1126
United States
212-998-0337 (Phone)
212-995-4233 (Fax)

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