Ownership structure and operating performance of acquiring firms: the case of English-origin countries
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This thesis provides empirical evidence on the relation between concentrated ownership and the long term operating performance of acquiring firms. Large shareholders are generally viewed as beneficial monitors of corporate performance but high levels of concentration can lead to potential expropriation from minority shareholders via managerial entrenchment, tunneling, or sub-optimal investment decisions. This problem is potentially greater in firms with separation of voting and ownership rights. This thesis investigates the performance around takeovers in English origin countries other than the US by following the classification of La Porta, Lopez-de-Silanes, Shleifer and Vishny (1998). While generally considered similar to the US, these countries vary with respect to ownership concentration and investor protection. This thesis controls a broad set of corporate governance mechanisms including first generation governance measures like CEO positions, board characteristics, and other blockholders. Furthermore, this thesis also examines whether different degrees of second generation governance mechanisms such as anti-director rights, accounting standards, legal enforcement, and extra-legal institutions lead to different levels of M&A performance. In addition, this thesis includes the new legal indexes recently developed by Djankov, La Porta, Lopez-de-Silanes and Shleifer (2006); these measures have yet to be examined through empirical research. By using an accounting based methodology, this thesis presents Healy, Palepu and Ruback (1992) abnormal post cash flow return regression-based results and results of a change model (Ghosh 2001). Moreover, this thesis refers to the sample matching techniques in Barber and Lyon (1996) and develops the industry, size, and pre performance benchmark. The principal finding of this thesis is that M&A transactions should improve the long-term financial and operating performance of merging firms to reflect that accounting performance can capture real economic creations. After controlling for well documented governance mechanisms and deal characteristics, the relationship between concentrated ownership and the level and change in operating cash flow returns after takeovers is non-linear. Value creating deals are associated with higher levels of concentration consistent with decreasing agency costs as the large shareholder’s wealth invested in the acquiring firm increases. Further, separation of ownership and voting rights leads to greater value destruction; acquiring firms with controlling CEO make significant improvements in post acquisition performance after controlling pre-performance; and the presence of CEO-Chairman duality and board size are both significantly negatively associated with acquisition operating performance. This thesis also finds, although all acquiring firms are from English origin countries, that the greater investor protection, as measured by the initial anti-director right index in La Porta et al. (1998) and revised anti-director rights index in Djankov et al. (2006) has a positive impact on operating cash flow returns from acquisitions. However, this thesis does not document any differential performance with respect to the extra- legal systems of Dyck and Zingales (2004) and the anti-self-dealing index of Djankov et al. (2006).