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Governance and takeovers: are public-to-private transactions different from traditional acquisitions of listed corporations?

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  • Charlie Weir
  • Mike Wright

Abstract

Using a unique hand-collected dataset comprising 96 public-to-private (PTP) transactions and 258 acquisitions of listed corporations by existing corporate groups completed during the period 1998 to 2000, this paper investigates the extent to which PTPs have different internal and external governance and other characteristics from traditional acquisitions of listed corporations by existing corporate groups. The paper analyses acquisition activity during a period in which three new features were present: the decline in hostile takeovers, the increase in the adoption of governance Codes of Best Practice and the growth in PTP activity. PTPs are usually a response to takeover threat (Lehn and Poulsen, 1989) and so the paper analyses the acquisition decision from two perspectives: first, takeovers as a disciplinary mechanism which substitute for weak internal governance and second, as part of a non-disciplinary perspective where takeovers are complementary to internal governance mechanisms. We find support for the argument that improved internal governance and non-disciplinary takeovers, that is takeovers where the motive is not as a response to under-performing management, are complementary. PTPs are more likely to have higher board ownership and are likely to have duality of CEO and chairman. They are also more likely to have lower growth prospects and lower valuations. However, they do not have sub-optimal internal corporate governance structures in terms of lower proportions of outside directors. With respect to external governance, they are not more likely to experience pressure from the market for corporate control in the form of greater takeover speculation and are also not more likely to suffer hostile threats. We find that PTPs involving management buy-outs (MBIs) have fewer non-executive directors and a greater incidence of duality. MBO also have higher board shareholdings. We find no evidence that management buy-ins (MBIs) have different characteristics. Our results suggest that going private by MBO may result from management's knowledge of private information that leads them to believe that the market has an incorrect perspective of the company's prospects.

Suggested Citation

  • Charlie Weir & Mike Wright, 2006. "Governance and takeovers: are public-to-private transactions different from traditional acquisitions of listed corporations?," Accounting and Business Research, Taylor & Francis Journals, vol. 36(4), pages 289-307.
  • Handle: RePEc:taf:acctbr:v:36:y:2006:i:4:p:289-307
    DOI: 10.1080/00014788.2006.9730029
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    Citations

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    Cited by:

    1. Yao Li & Mike Wright & Louise Scholes, 2010. "Chinese Management Buyouts and Board Transformation," Journal of Business Ethics, Springer, vol. 95(2), pages 361-380, September.
    2. Charlie Weir & Peter Jones & Mike Wright, 2015. "Public to private transactions, private equity and financial health in the UK: an empirical analysis of the impact of going private," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 19(1), pages 91-112, February.
    3. Martin Bugeja & Kosta Sinelnikov, 2012. "Public versus private takeovers of Australian stock exchange listed targets," Australian Journal of Management, Australian School of Business, vol. 37(3), pages 391-414, December.
    4. David Ling & Milena Petrova, 2011. "Why Do REITs Go Private? Differences in Target Characteristics, Acquirer Motivations, and Wealth Effects in Public and Private Acquisitions," The Journal of Real Estate Finance and Economics, Springer, vol. 43(1), pages 99-129, July.
    5. Marc Berninger & Markus Klug & Dirk Schiereck, 2018. "Börsenrückzüge infolge steigender Corporate-Governance-Anforderungen – Empirische Evidenz von 13 europäischen Kapitalmärkten [Delistings due to Increased Corporate Governance Requirements – Empiric," Schmalenbach Journal of Business Research, Springer, vol. 70(4), pages 351-391, December.
    6. Sarah Osborne & Dean Katselas & Larelle Chapple, 2012. "The preferences of private equity investors in selecting target acquisitions: An international investigation," Australian Journal of Management, Australian School of Business, vol. 37(3), pages 361-389, December.
    7. Aurélie Sannajust & Alexander Groh, 2023. "Pioneering management buy-out and entrepreneurial finance research: Mike Wright’s research legacy," Small Business Economics, Springer, vol. 60(1), pages 1-35, January.
    8. Dang, Man & Henry, Darren & Yin, Xiangkang & Vo, Thuy Anh, 2018. "Target corporate governance, acquirers' location choices, and partial acquisitions," Pacific-Basin Finance Journal, Elsevier, vol. 50(C), pages 82-104.
    9. Peter M Clarkson & Shams Pathan & Andrew Tellam, 2016. "Do private equity target firms exhibit less effectual governance structures?," Australian Journal of Management, Australian School of Business, vol. 41(2), pages 244-270, May.
    10. Domitilla Magni & Ottorino Morresi & Alberto Pezzi & Domenico Graziano, 2022. "Defining the Relationship Between Firm’s Performance and Delisting: Empirical Evidence of Going Private in Europe," Journal of the Knowledge Economy, Springer;Portland International Center for Management of Engineering and Technology (PICMET), vol. 13(3), pages 2584-2605, September.
    11. Larelle Chapple & Peter M. Clarkson & Jesse J. King, 2010. "Private equity bids in Australia: an exploratory study," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 50(1), pages 79-102, March.

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