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Corporate Governance Convergence by Contract: Evidence from Cross-Border Mergers

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Author Info

  • Arturo Bris
  • Christos Cabolis

Abstract

Cross-border mergers allow firms to alter the level of protection they provide to their investors, because target firms usually import the corporate governance system of the acquiring company. This article extends the existing literature by evaluating the effect of changes in corporate governance induced by cross-border mergers on industry value, instead of focusing on cross-country comparisons. We construct measures of the change in investor protection induced by cross-border mergers in a sample of 9,277 industry-country-year observations. We find that the Tobin's Q of an industry increases when firms within the industry are acquired by foreign firms coming from countries with better corporate governance. In addition, we show that acquisitions of firms in countries with less protective regimes--French and German legal origin--have a negative impact on the acquiror's value. Conversely, target industries benefit from acquisitions by firms from countries with better corporate governance--English and Scandinavian legal origin. Ours is among the first studies to document in a panel-data framework that improving investor protection creates value.

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Bibliographic Info

Paper provided by Yale School of Management in its series Yale School of Management Working Papers with number ysm293.

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Date of creation: 01 Sep 2002
Date of revision: 01 Jan 2003
Handle: RePEc:ysm:somwrk:ysm293

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Web page: http://icf.som.yale.edu/
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Related research

Keywords: Corporate Governance; Market Regulation; Cross-border Acquisitions;

References

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  1. Hertzel, Michael G, 1991. " The Effects of Stock Repurchases on Rival Firms," Journal of Finance, American Finance Association, vol. 46(2), pages 707-16, June.
  2. Rafael LaPorta & Florencio Lopez de-Silanes & Andrei Shleifer & Robert W. Vishny, 1996. "Law and Finance," Harvard Institute of Economic Research Working Papers 1768, Harvard - Institute of Economic Research.
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    • Rafael La Porta & Florencio Lopez-de-Silane & Andrei Shleifer & Robert W. Vishny, 1996. "Law and Finance," NBER Working Papers 5661, National Bureau of Economic Research, Inc.
    • Rafael LaPorta & Florencio Lopez-de-Silanes & Andrei Shleifer & Robert W. Vishny, . "Law and Finance," Working Paper 19451, Harvard University OpenScholar.
  3. La Porta, Rafael & Lopez-de-Silanes, Florencio & Shleifer, Andrei & Vishny, Robert, 2000. "Investor protection and corporate governance," Journal of Financial Economics, Elsevier, vol. 58(1-2), pages 3-27.
  4. Paul Gompers & Joy Ishii & Andrew Metrick, 2003. "Corporate Governance And Equity Prices," The Quarterly Journal of Economics, MIT Press, vol. 118(1), pages 107-155, February.
  5. Eckbo, B Espen, 1985. "Mergers and the Market Concentration Doctrine: Evidence from the Capital Market," The Journal of Business, University of Chicago Press, vol. 58(3), pages 325-49, July.
  6. Stulz, Rene M, 1981. "On the Effects of Barriers to International Investment," Journal of Finance, American Finance Association, vol. 36(4), pages 923-34, September.
  7. Hyytinen, Ari & Kuosa, Iikka & Takalo, Tuomas, 2002. "Law of finance: Evidence from Finland," Research Discussion Papers 8/2002, Bank of Finland.
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  9. Andrei Shleifer & Robert W. Vishny, 2001. "Stock Market Driven Acquisitions," NBER Working Papers 8439, National Bureau of Economic Research, Inc.
  10. Gregor Andrade & Mark Mitchell & Erik Stafford, 2001. "New Evidence and Perspectives on Mergers," Journal of Economic Perspectives, American Economic Association, vol. 15(2), pages 103-120, Spring.
  11. Daines, Robert, 2001. "Does Delaware law improve firm value?," Journal of Financial Economics, Elsevier, vol. 62(3), pages 525-558, December.
  12. Rafael La Porta & Florencio Lopez-de-Silanes & Andrei Shleifer & Robert Vishny, 1999. "Investor Protection and Corporate Valuation," Harvard Institute of Economic Research Working Papers 1882, Harvard - Institute of Economic Research.
  13. Shleifer, Andrei & Vishny, Robert W, 1986. "Large Shareholders and Corporate Control," Journal of Political Economy, University of Chicago Press, vol. 94(3), pages 461-88, June.
  14. Theodor Baums, 1999. "Corporate Contracting Around Defective Regulations: The Daimler-Chrysler Case," Journal of Institutional and Theoretical Economics (JITE), Mohr Siebeck, Tübingen, vol. 155(1), pages 119-, March.
  15. Hietala, Pekka T, 1989. " Asset Pricing in Partially Segmented Markets: Evidence from the Finnish Market," Journal of Finance, American Finance Association, vol. 44(3), pages 697-718, July.
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Citations

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Cited by:
  1. Joseph A. Clougherty & Klaus Gugler & Lars Sørgard, 2012. " Cross-Border Mergers and Domestic Wages: Integrating Positive 'Spillover' Effects and Negative 'Bargaining' Effects," Department of Economics Working Papers wuwp136, Vienna University of Economics, Department of Economics.
  2. Buch, Claudia M. & DeLong, Gayle, 2008. "Do weak supervisory systems encourage bank risk-taking?," Journal of Financial Stability, Elsevier, vol. 4(1), pages 23-39, April.
  3. Chisari, Omar O. & Ferro, Gustavo, 2009. "Gobierno Corporativo: los problemas, estado actual de la discusión y un ejercicio de medición para Argentina
    [Corporate Governance: the problems, the current stage of the discussion and a measure
    ," MPRA Paper 15630, University Library of Munich, Germany.
  4. Marc Goergen & Marina Martynova & Luc Renneboog, 2005. "Corporate Governance Convergence: Evidence From Takeover Regulation Reforms in Europe," Working Papers 05-19, Utrecht School of Economics.
  5. Szilagyi, P.G., 2007. "Corporate Governance and the Agency Costs of Debt and Outside Equity," Open Access publications from Tilburg University urn:nbn:nl:ui:12-321510, Tilburg University.
  6. Acharya, Viral V & Volpin, Paolo, 2008. "Corporate Governance Externalities," CEPR Discussion Papers 6627, C.E.P.R. Discussion Papers.
  7. Renneboog, L.D.R. & Szilagyi, P.G., 2006. "How do Mergers and Acquisitions Affect Bondholders in Europe? Evidence on the Impact and Spillover of Governance and Legal Standards," Discussion Paper 2006-55, Tilburg University, Center for Economic Research.
  8. Talamo, Giuseppina, 2010. "Corporate governance and capital flows," MPRA Paper 35853, University Library of Munich, Germany, revised 2011.

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