IDEAS home Printed from https://ideas.repec.org/a/bla/acctfi/v50y2010i2p241-262.html
   My bibliography  Save this article

Capital gains taxation and shareholder wealth in takeovers

Author

Listed:
  • Martin Bugeja
  • Raymond Da Silva Rosa

Abstract

Before December 1999, the capital gains of shareholders who sold their shares into Australian takeovers have been taxable irrespective of payment method. Subsequently, shareholders can elect to rollover capital gains in equity takeovers. We examine the effect of this change on the association between target shareholder capital gains and bidder and target firm shareholder wealth. The results indicate that prior to the regulatory change, cash consideration results in higher target shareholder returns for non‐taxation reasons. After the introduction of capital gains tax rollover relief, we find that target and acquiring firm shareholders earn lower returns when cash consideration is offered to shareholders with greater capital gains.

Suggested Citation

  • Martin Bugeja & Raymond Da Silva Rosa, 2010. "Capital gains taxation and shareholder wealth in takeovers," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 50(2), pages 241-262, June.
  • Handle: RePEc:bla:acctfi:v:50:y:2010:i:2:p:241-262
    DOI: 10.1111/j.1467-629X.2009.00334.x
    as

    Download full text from publisher

    File URL: https://doi.org/10.1111/j.1467-629X.2009.00334.x
    Download Restriction: no

    File URL: https://libkey.io/10.1111/j.1467-629X.2009.00334.x?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    References listed on IDEAS

    as
    1. Erickson, M, 1998. "The effect of taxes on the structure of corporate acquisitions," Journal of Accounting Research, Wiley Blackwell, vol. 36(2), pages 279-298.
    2. Martin Bugeja, 2005. "Effect of independent expert reports in Australian takeovers," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 45(4), pages 519-536, December.
    3. G. William Schwert, 2000. "Hostility in Takeovers: In the Eyes of the Beholder?," Journal of Finance, American Finance Association, vol. 55(6), pages 2599-2640, December.
    4. Wallace N. Davidson III & Louis T.W. Cheng, 1997. "Target Firm Returns: Does the Form of Payment Affect Abnormal Returns?," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 24(3), pages 465-479, April.
    5. Israel, Ronen, 1991. "Capital Structure and the Market for Corporate Control: The Defensive Role of Debt Financing," Journal of Finance, American Finance Association, vol. 46(4), pages 1391-1409, September.
    6. Cotter, James F. & Zenner, Marc, 1994. "How managerial wealth affects the tender offer process," Journal of Financial Economics, Elsevier, vol. 35(1), pages 63-97, February.
    7. Israel, Ronen, 1992. "Capital and Ownership Structures, and the Market for Corporate Control," The Review of Financial Studies, Society for Financial Studies, vol. 5(2), pages 181-198.
    8. Stulz, ReneM., 1988. "Managerial control of voting rights : Financing policies and the market for corporate control," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 25-54, January.
    9. Benjamin C. Ayers & Craig E. Lefanowicz & John R. Robinson, 2003. "Shareholder Taxes in Acquisition Premiums: The Effect of Capital Gains Taxation," Journal of Finance, American Finance Association, vol. 58(6), pages 2783-2801, December.
    10. Franks, Julian & Harris, Robert & Titman, Sheridan, 1991. "The postmerger share-price performance of acquiring firms," Journal of Financial Economics, Elsevier, vol. 29(1), pages 81-96, March.
    11. Stulz, Rene M & Walkling, Ralph A & Song, Moon H, 1990. "The Distribution of Target Ownership and the Division of Gains in Successful Takeovers," Journal of Finance, American Finance Association, vol. 45(3), pages 817-833, July.
    12. White, Halbert, 1980. "A Heteroskedasticity-Consistent Covariance Matrix Estimator and a Direct Test for Heteroskedasticity," Econometrica, Econometric Society, vol. 48(4), pages 817-838, May.
    13. Hanlon, Dean & Pinder, Sean, 2007. "An empirical investigation of whether Australian capital gains tax reforms influence individual investor behaviour," Pacific-Basin Finance Journal, Elsevier, vol. 15(5), pages 481-493, November.
    14. Moeller, Sara B. & Schlingemann, Frederik P. & Stulz, Rene M., 2004. "Firm size and the gains from acquisitions," Journal of Financial Economics, Elsevier, vol. 73(2), pages 201-228, August.
    15. Darren Henry, 2005. "Directors’ Recommendations in Takeovers: An Agency and Governance Analysis," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 32(1‐2), pages 129-159, January.
    16. Paul Draper & Krishna Paudyal, 1999. "Corporate Takeovers: Mode of Payment, Returns and Trading Activity," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 26(5‐6), pages 521-558, June.
    17. Amihud, Yakov & Lev, Baruch & Travlos, Nickolaos G, 1990. "Corporate Control and the Choice of Investment Financing: The Case of Corporate Acquisitions," Journal of Finance, American Finance Association, vol. 45(2), pages 603-616, June.
    18. Viard, Alan D., 2000. "Dynamic asset pricing effects and incidence of realization-based capital gains taxes," Journal of Monetary Economics, Elsevier, vol. 46(2), pages 465-488, October.
    19. Klein, Peter, 1999. "The capital gain lock-in effect and equilibrium returns," Journal of Public Economics, Elsevier, vol. 71(3), pages 355-378, March.
    20. Wallace N. Davidson III & Louis T.W. Cheng, 1997. "Target Firm Returns: Does the Form of Payment Affect Abnormal Returns?," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 24(3), pages 465-479.
    21. Landsman, Wayne R. & Shackelford, Douglas A., 1995. "The Lock-in Effect of Capital Gains Taxes: Evidence From the RJR Nabisco Leveraged Buyout," National Tax Journal, National Tax Association;National Tax Journal, vol. 48(2), pages 245-259, June.
    22. Travlos, Nickolaos G, 1987. "Corporate Takeover Bids, Methods of Payment, and Bidding Firms' Stock Returns," Journal of Finance, American Finance Association, vol. 42(4), pages 943-963, September.
    23. Landsman, Wayne R. & Shackelford, Douglas A., 1995. "The Lock-In Effect of Capital Gains Taxes: Evidence from the RJR Nabisco Leveraged Buyout," National Tax Journal, National Tax Association, vol. 48(2), pages 245-259, June.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Martin Bugeja & Stephanie Fohn & Zoltan Matolcsy & Neil Fargher, 2016. "Determinants of the levels and changes in non-executive director compensation," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 56(3), pages 627-667, September.
    2. Martin Bugeja & Vinay Patel & Terry Walter, 2015. "The microstructure of Australian takeover announcements," Australian Journal of Management, Australian School of Business, vol. 40(1), pages 161-188, February.
    3. Shams, Syed M.M. & Gunasekarage, Abeyratna & Colombage, Sisira R.N., 2013. "Does the organisational form of the target influence market reaction to acquisition announcements? Australian evidence," Pacific-Basin Finance Journal, Elsevier, vol. 24(C), pages 89-108.
    4. Martin Bugeja & Zoltan Matolcsy & Wassila Mehdi & Helen Spiropoulos, 2017. "Is non-executive directors’ pay or industry expertise related to takeover premiums, abnormal returns and offer price revisions?," Australian Journal of Management, Australian School of Business, vol. 42(3), pages 355-375, August.
    5. 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.
    6. Humphery-Jenner, Mark L. & Powell, Ronan G., 2011. "Firm size, takeover profitability, and the effectiveness of the market for corporate control: Does the absence of anti-takeover provisions make a difference?," Journal of Corporate Finance, Elsevier, vol. 17(3), pages 418-437, June.
    7. Martin Bugeja & Anna Loyeung, 2017. "Accounting for business combinations and takeover premiums: Pre- and post-IFRS," Australian Journal of Management, Australian School of Business, vol. 42(2), pages 183-204, May.
    8. Hossain, Md Mosharraf & Pham, Man Duy (Marty) & Islam, Nahid, 2021. "The performance and motivation of serial acquisitions: Evidence from Australia," International Review of Financial Analysis, Elsevier, vol. 77(C).
    9. Farida Akhtar, 2017. "Conditional returns to shareholders of bidding firms: an Australian study," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 57, pages 3-43, April.
    10. Robert W. Faff & Abeyratna Gunasekarage & Syed M. M. Shams, 2020. "Does takeover competition affect acquisition choices and bidding firm performance? Australian evidence," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 60(4), pages 3581-3619, December.

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Martin Bugeja & Anna Loyeung, 2017. "Accounting for business combinations and takeover premiums: Pre- and post-IFRS," Australian Journal of Management, Australian School of Business, vol. 42(2), pages 183-204, May.
    2. Bugeja, Martin, 2011. "Takeover premiums and the perception of auditor independence and reputation," The British Accounting Review, Elsevier, vol. 43(4), pages 278-293.
    3. Benjamin C. Ayers & Craig E. Lefanowicz & John R. Robinson, 2007. "Capital Gains Taxes and Acquisition Activity: Evidence of the Lock†in Effect," Contemporary Accounting Research, John Wiley & Sons, vol. 24(2), pages 315-344, June.
    4. Martin Bugeja & Raymond da Silva Rosa & HY Izan & Susan Ngan, 2016. "To scheme or bid? Choice of takeover method and impact on premium," Australian Journal of Management, Australian School of Business, vol. 41(2), pages 212-243, May.
    5. Shams, Syed M.M. & Gunasekarage, Abeyratna & Colombage, Sisira R.N., 2013. "Does the organisational form of the target influence market reaction to acquisition announcements? Australian evidence," Pacific-Basin Finance Journal, Elsevier, vol. 24(C), pages 89-108.
    6. Martynova, M., 2006. "The market for corporate control and corporate governance regulation in Europe," Other publications TiSEM 8651e281-4914-41f2-ac14-1, Tilburg University, School of Economics and Management.
    7. Eckbo, B. Espen, 2009. "Bidding strategies and takeover premiums: A review," Journal of Corporate Finance, Elsevier, vol. 15(1), pages 149-178, February.
    8. Bugeja, Martin, 2007. "Voluntary use of independent valuation advice by target firm boards in takeovers," Pacific-Basin Finance Journal, Elsevier, vol. 15(4), pages 368-387, September.
    9. Basnet, Anup & Davis, Frederick & Walker, Thomas & Zhao, Kun, 2021. "The effect of securities class action lawsuits on mergers and acquisitions," Global Finance Journal, Elsevier, vol. 48(C).
    10. Tomas Jandik & Anil K. Makhija, 2005. "Leverage and the Complexity of Takeovers," The Financial Review, Eastern Finance Association, vol. 40(1), pages 95-112, February.
    11. Jin Q Jeon & Cheolwoo Lee, 2014. "Effective Post-Signing Market Check or Window Dressing? The Role of Go-Shop Provisions in M&A Transactions," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 41(1-2), pages 210-241, January.
    12. Martynova, Marina & Renneboog, Luc, 2009. "What determines the financing decision in corporate takeovers: Cost of capital, agency problems, or the means of payment?," Journal of Corporate Finance, Elsevier, vol. 15(3), pages 290-315, June.
    13. Etienne Redor, 2016. "Board attributes and shareholder wealth in mergers and acquisitions: a survey of the literature," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 20(4), pages 789-821, December.
    14. Niemann, Rainer & Sureth, Caren, 2009. "Investment effects of capital gains taxation under simultaneous investment and abandonment flexibility," arqus Discussion Papers in Quantitative Tax Research 77, arqus - Arbeitskreis Quantitative Steuerlehre.
    15. Jin, Li & Kothari, S.P., 2008. "Effect of personal taxes on managers' decisions to sell their stock," Journal of Accounting and Economics, Elsevier, vol. 46(1), pages 23-46, September.
    16. Martin Bugeja, 2011. "Foreign takeovers of Australian listed entities," Australian Journal of Management, Australian School of Business, vol. 36(1), pages 89-107, April.
    17. Cai, Ye & Sevilir, Merih, 2012. "Board connections and M&A transactions," Journal of Financial Economics, Elsevier, vol. 103(2), pages 327-349.
    18. Hasan, M. Emrul & Klein, Peter, 2022. "The capital gain lock-in effect and seasoned equity offerings," Journal of Banking & Finance, Elsevier, vol. 138(C).
    19. Richard J. Rendleman, Jr. & Douglas A. Shackelford, 2003. "Diversification and the Taxation of Capital Gains and Losses," NBER Working Papers 9674, National Bureau of Economic Research, Inc.
    20. Jennifer L. Blouin & Jana Smith Raedy & Douglas A. Shackelford, 2000. "Capital Gains Holding Periods and Equity Trading: Evidence from the 1998 Tax Act," NBER Working Papers 7827, National Bureau of Economic Research, Inc.

    More about this item

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:bla:acctfi:v:50:y:2010:i:2:p:241-262. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Wiley Content Delivery (email available below). General contact details of provider: https://edirc.repec.org/data/aaanzea.html .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.