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Synergies and Internal Agency Conflicts: The Double-Edged Sword of Mergers

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Author Info
Paolo Fulghieri
Laurie Simon Hodrick

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Abstract

"This paper investigates the interaction between synergies and internal agency conflicts that emerges endogenously in multi-division firms. A divisional manager's entrenchment choice depends directly on the specificity of her division's assets, because the specificity governs whether entrenchment activities reduce the likelihood of her division being divested. The presence of synergies, by modifying the difference between the value of assets in their current use and in alternative uses, may alter the divisional manager's entrenchment incentive. In "the double-edged sword of mergers," synergy and internal agency effects are of opposite sign and merger gains may not be increasing in expected synergies. We characterize when divisions should optimally stand alone and when they should be part of a merged firm. We predict an absence of diversifying mergers in industries plagued by misdeployed assets, offer a novel explanation for the cross-sectional variation in postmerger valuation, and explain why mergers may be valuable "ex ante" while leading to successful divestitures ex post." Copyright 2006, The Author(s) Journal Compilation (c) 2006 Blackwell Publishing.

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Article provided by Blackwell Publishing in its journal Journal of Economics & Management Strategy.

Volume (Year): 15 (2006)
Issue (Month): 3 (09)
Pages: 549-576
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Handle: RePEc:bla:jemstr:v:15:y:2006:i:3:p:549-576

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  1. Dominic Rohner, 2008. "Reputation, Group Structure and Social Tensions," HiCN Working Papers 40, Households in Conflict Network. [Downloadable!]
  2. Felipe Balmaceda, 2002. "Corporate Diversification: Good for Some Bad for Others," Documentos de Trabajo 141, Centro de Economía Aplicada, Universidad de Chile. [Downloadable!]
  3. Inderst, Roman & Mueller, Holger M, 2006. "CEO Compensation and Strategy Inertia," CEPR Discussion Papers 5713, C.E.P.R. Discussion Papers. [Downloadable!] (restricted)
  4. Frederik P. Schlingemann & Rene M. Stulz & Ralph A. Walkling, 1999. "Corporate Focusing and Internal Capital Markets," NBER Working Papers 7175, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
  5. Arnoud W.A. Boot & Anjolein Schmeits, 1996. "Market Discipline in Conglomerate Banks: Is an Internal Allocation of Cost of Capital Necessary as an Incentive Device?," Center for Financial Institutions Working Papers 96-39, Wharton School Center for Financial Institutions, University of Pennsylvania. [Downloadable!]
  6. Albert Banal-Estañol & Jo Seldeslachts, 2005. "Merger Failures," CIG Working Papers SP II 2005-09, Wissenschaftszentrum Berlin (WZB), Research Unit: Competition and Innovation (CIG). [Downloadable!]
  7. Albert Banal-Estaño & Inés Macho-Stadler & Jo Seldeslachts, 2004. "Mergers, Investment Decisions and Internal Organisation," CIG Working Papers SP II 2004-13, Wissenschaftszentrum Berlin (WZB), Research Unit: Competition and Innovation (CIG). [Downloadable!]
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