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Sub-Optimal Acquisition Decisions under a Majority Shareholder System

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  • Marco Bigelli
  • Stefano Mengoli

    ()

Abstract

The high separation of ownership from control achieved through the concurrent use of non-voting shares and stock pyramiding could favor acquisitions made to increase private benefits of the controlling shareholders rather than all shareholders’ wealth. A standard event study methodology is carried out on three different samples of Italian acquisitions during the 1989–1996 period in order to test this hypothesis. We find evidence that a worse market reaction characterizes acquiring firms with a higher separation of ownership from control, while more value-enhancing transactions are undertaken by those smaller in size and with higher prior-performance. An entrenchment effect seems to determine a significant U-shaped relationship between the market reaction and the ultimate shareholder ownership. When the sample is restricted to acquiring firms with a dual class equity structure we find that non-voting shares report significantly negative excess returns in contrast to significantly higher positive returns for voting shares. Such evidence seems to indicate that the average acquisition has been overpaid, as suggested by the negative market reaction of the non-voting shares, while it was expected to lead to higher private benefits to the majority shareholders, as suggested by the revaluation of the voting shares. Finally, the market reaction to acquisitions made within pyramidal groups seems to indicate that the price is set so as to transfer wealth towards the companies located at the upper levels, where majority shareholders own greater fractions of the companies’ cash flows. Copyright Kluwer Academic Publishers 2004

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Bibliographic Info

Article provided by Springer in its journal Journal of Management and Governance.

Volume (Year): 8 (2004)
Issue (Month): 4 (October)
Pages: 373-405

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Handle: RePEc:kap:jmgtgv:v:8:y:2004:i:4:p:373-405

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Web page: http://www.springerlink.com/link.asp?id=102940

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Keywords: acquisitions; event study; non-voting shares; pyramidal groups; private benefits;

References

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Citations

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Cited by:
  1. Pierpaolo Pattitoni & Barbara Petracci & Massimo Spisni, 2011. "Fee Structure, Financing, and Investment Decisions: The Case of REITs," Working Paper Series 30_11, The Rimini Centre for Economic Analysis.
  2. Yen, Tze-Yu & Andre, Paul, 2007. "Ownership structure and operating performance of acquiring firms: The case of English-origin countries," Journal of Economics and Business, Elsevier, vol. 59(5), pages 380-405.
  3. Carvalhal da Silva, Andre & Subrahmanyam, Avanidhar, 2007. "Dual-class premium, corporate governance, and the mandatory bid rule: Evidence from the Brazilian stock market," Journal of Corporate Finance, Elsevier, vol. 13(1), pages 1-24, March.
  4. Barbara, Petracci, 2011. "Trading when you cannot trade: Blackout periods in Italian firms," International Review of Law and Economics, Elsevier, vol. 31(3), pages 196-204, September.
  5. Belot, François, 2010. "Excess control rights and corporate acquisitions," Economics Papers from University Paris Dauphine 123456789/5922, Paris Dauphine University.
  6. Mehdi Nekhili & Moêz Cherif, 2011. "Related parties transactions and firm's market value: the French case," Review of Accounting and Finance, Emerald Group Publishing, vol. 10(3), pages 291-315, August.
  7. Caprio, Lorenzo & Croci, Ettore, 2008. "The determinants of the voting premium in Italy: The evidence from 1974 to 2003," Journal of Banking & Finance, Elsevier, vol. 32(11), pages 2433-2443, November.

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