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Impact of independent directors and the regulatory environment on bank merger prices: evidence from takeover activity in the 1990s

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  • Elijah Brewer
  • William E. Jackson
  • Julapa Jagtiani

Abstract

This article examines the primary motivation of the bank merger waves in the 1990s. Our investigation of the factors that determine bid premiums paid for target banks focuses on the importance of the financial characteristics of the targets, composition of their boards of directors, and the regulatory environment. ; The value of the target bank to the acquiring bank should reflect its present discounted value of future net cash flows. Thus, at a minimum, the bid price should be a combination of the stand-alone value of the net assets of the target bank and the net cash flows from higher-valued deposit insurance as a result of the proposed merger. Finance literature also suggests that in large transactions, such as mergers and acquisitions, the value of independent outside directors can be very important as internal governance mechanisms for protecting the interest of shareholders and help to mitigate shareholder/management agency problems. In addition, regulation could also play an important role in determining the number and type of bank merger transactions. Prior to the Riegle-Neal Act banks were restricted by federal and state laws from expanding across state lines. We examine whether bank merger prices were higher or lower as a result of these restrictions. We find a variety of interesting and important results. We find that higher performing targets, as measured by return on assets, are offered higher bid premiums. We also find that lower risk targets, as well as those that may provide some diversification benefits, are offered higher prices.> We find that changes in the regulatory environment had a significant impact on bank merger activities in general, and bank merger prices in particular. For example, merger bid premiums increased by approximately 35 percent on average from the pre- to the post-Riegle-Neal periods. Finally, consistent with the literature on non-financial firms, our results provide strong support for the proposition that during takeovers independent boards act to increase the wealth of the shareholders of target banks.

Suggested Citation

  • Elijah Brewer & William E. Jackson & Julapa Jagtiani, 2000. "Impact of independent directors and the regulatory environment on bank merger prices: evidence from takeover activity in the 1990s," Working Paper Series WP-00-31, Federal Reserve Bank of Chicago.
  • Handle: RePEc:fip:fedhwp:wp-00-31
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    1. Alien, Linda & Cebenoyan, A. Sinan, 1991. "Bank acquisitions and ownership structure: Theory and evidence," Journal of Banking & Finance, Elsevier, vol. 15(2), pages 425-448, April.
    2. Baradwaj, Babu G. & Fraser, Donald R. & Furtado, Eugene P. H., 1990. "Hostile bank takeover offers : Analysis and implications," Journal of Banking & Finance, Elsevier, vol. 14(6), pages 1229-1242, December.
    3. Robert DeYoung, 1999. "Merger and the changing landscape of commercial banking (Part I)," Chicago Fed Letter, Federal Reserve Bank of Chicago, issue Sep.
    4. Cotter, James F. & Shivdasani, Anil & Zenner, Marc, 1997. "Do independent directors enhance target shareholder wealth during tender offers?," Journal of Financial Economics, Elsevier, vol. 43(2), pages 195-218, February.
    5. Eckbo, B. Espen & Langohr, Herwig, 1989. "Information disclosure, method of payment, and takeover premiums : Public and private tender offers in France," Journal of Financial Economics, Elsevier, vol. 24(2), pages 363-403.
    6. Benston, George J & Hunter, William C & Wall, Larry D, 1995. "Motivations for Bank Mergers and Acquisitions: Enhancing the Deposit Insurance Put Option versus Earnings Diversification," Journal of Money, Credit and Banking, Blackwell Publishing, vol. 27(3), pages 777-788, August.
    7. Donald T. Savage, 1993. "Interstate banking: a status report," Federal Reserve Bulletin, Board of Governors of the Federal Reserve System (U.S.), issue Dec, pages 1075-1089.
    8. Sushka, Marie E. & Bendeck, Yvette, 1988. "Bank acquisition and stockholders' wealth," Journal of Banking & Finance, Elsevier, vol. 12(4), pages 551-562, December.
    9. William C. Hunter & Larry D. Wall, 1989. "Bank merger motivations: a review of the evidence and an examination of key target bank characteristics," Economic Review, Federal Reserve Bank of Atlanta, issue Sep, pages 2-19.
    10. Cheng, David C & Gup, Benton E & Wall, Larry D, 1989. "Financial Determinants of Bank Takeovers: A Note," Journal of Money, Credit and Banking, Blackwell Publishing, vol. 21(4), pages 524-536, November.
    11. Cornett, Marcia Millon & Tehranian, Hassan, 1992. "Changes in corporate performance associated with bank acquisitions," Journal of Financial Economics, Elsevier, vol. 31(2), pages 211-234, April.
    12. Allen N. Berger & Robert DeYoung & Hesna Genay & Gregory F. Udell, 1999. "Globalization of financial institutions: evidence from cross-border banking performance," Working Paper Series WP-99-25, Federal Reserve Bank of Chicago.
    13. Fama, Eugene F, 1980. "Agency Problems and the Theory of the Firm," Journal of Political Economy, University of Chicago Press, vol. 88(2), pages 288-307, April.
    14. Millon Cornett, Marcia & De, Sankar, 1991. "Common stock returns in corporate takeover bids: Evidence from interstate bank mergers," Journal of Banking & Finance, Elsevier, vol. 15(2), pages 273-295, April.
    15. Vijaya Subrahmanyam & Nanda Rangan & Stuart Rosenstein, 1997. "The Role of Outside Directors in Bank Aquisitions," Financial Management, Financial Management Association, vol. 26(3), Fall.
    16. John H. Boyd & Stanley L. Graham, 1991. "Investigating the banking consolidation trend," Quarterly Review, Federal Reserve Bank of Minneapolis, vol. 15(Spr), pages 3-15.
    17. Rosenstein, Stuart & Wyatt, Jeffrey G., 1997. "Inside directors, board effectiveness, and shareholder wealth," Journal of Financial Economics, Elsevier, vol. 44(2), pages 229-250, May.
    18. Anand S. Desai & Roger D. Stover, 1985. "Bank Holding Company Acquisitions, Stockholder Returns, And Regulatory Uncertainty," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 8(2), pages 145-156, June.
    19. Brickley, James A. & Coles, Jeffrey L. & Terry, Rory L., 1994. "Outside directors and the adoption of poison pills," Journal of Financial Economics, Elsevier, vol. 35(3), pages 371-390, June.
    20. Palia, Darius, 1993. "The Managerial, Regulatory, and Financial Determinants of Bank Merger Premiums," Journal of Industrial Economics, Wiley Blackwell, vol. 41(1), pages 91-102, March.
    21. Larry A. Frieder, 1988. "The Interstate Banking Landscape: Legislative Policies And Rationale," Contemporary Economic Policy, Western Economic Association International, vol. 6(2), pages 41-66, April.
    22. Dubofsky, David A. & Fraser, Donald R., 1989. "The differential impact of two significant court decisions concerning banking consolidation," Journal of Banking & Finance, Elsevier, vol. 13(3), pages 339-354, July.
    23. 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.
    24. Fama, Eugene F & Jensen, Michael C, 1983. "Separation of Ownership and Control," Journal of Law and Economics, University of Chicago Press, vol. 26(2), pages 301-325, June.
    25. Brickley, James A & James, Christopher M, 1987. "The Takeover Market, Corporate Board Composition, and Ownership Structure: The Case of Banking," Journal of Law and Economics, University of Chicago Press, vol. 30(1), pages 161-180, April.
    26. Byrd, John W. & Hickman, Kent A., 1992. "Do outside directors monitor managers? *1: Evidence from tender offer bids," Journal of Financial Economics, Elsevier, vol. 32(2), pages 195-221, October.
    27. Jack W. Trifts & Kevin P. Scanlon, 1987. "Interstate Bank Mergers: The Early Evidence," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 10(4), pages 305-313, December.
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    1. Díaz Díaz, Belén & Sanfilippo Azofra, Sergio & López Gutiérrez, Carlos, 2013. "Synergies or overpayment in European corporate M&A," MPRA Paper 51070, University Library of Munich, Germany.
    2. Rungporn Roengpitya, 2008. "The Effects of Financial Deregulation on Bank Governance: The Panel Data Evidence of the 1990s," Working Papers 2008-08, Monetary Policy Group, Bank of Thailand.
    3. Mohamed Belkhir, 2006. "Board structure, Ownership structure, and Firm performance : Evidence from Banking," Working Papers halshs-00009115, HAL.
    4. Fotios Pasiouras & Chrysovalantis Gaganis & Constantin Zopounidis, 2008. "Regulations, Supervision Approaches and Acquisition Likelihood in the Asian Banking Industry," Asia-Pacific Financial Markets, Springer;Japanese Association of Financial Economics and Engineering, vol. 15(2), pages 135-154, June.
    5. 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.
    6. Renee B. Adams & Hamid Mehran, 2008. "Corporate performance, board structure, and their determinants in the banking industry," Staff Reports 330, Federal Reserve Bank of New York.
    7. Frank M. Song & Li Li, 2012. "Bank Governance: Concepts and Measurements," Chapters, in: James R. Barth & Chen Lin & Clas Wihlborg (ed.), Research Handbook on International Banking and Governance, chapter 1, Edward Elgar Publishing.
    8. Hagendorff, Jens & Hernando, Ignacio & Nieto, Maria J. & Wall, Larry D., 2012. "What do premiums paid for bank M&As reflect? The case of the European Union," Journal of Banking & Finance, Elsevier, vol. 36(3), pages 749-759.
    9. Elyasiani, Elyas & Zhang, Ling, 2013. "Bank Holding Company Performance, Risk and "Busy" Board of Directors," Working Papers 13-24, University of Pennsylvania, Wharton School, Weiss Center.
    10. Marion Dupire & Christian Haddad & Regine Slagmulder, 2022. "The Importance of Board Risk Oversight in Times of Crisis," Journal of Financial Services Research, Springer;Western Finance Association, vol. 61(3), pages 319-365, June.
    11. Victor Aguirregabiria & Robert Clark & Hui Wang, 2016. "Diversification of geographic risk in retail bank networks: evidence from bank expansion after the Riegle-Neal Act," RAND Journal of Economics, RAND Corporation, vol. 47(3), pages 529-572, August.
    12. Shkendije Himaj, 2014. "Corporate Governance in Banks and its Impact on Risk and Performance: Review of Literature on the Selected Governance Mechanisms," Journal of Central Banking Theory and Practice, Central bank of Montenegro, vol. 3(3), pages 53-85.
    13. Linn, Scott C. & Park, Daniel, 2005. "Outside director compensation policy and the investment opportunity set," Journal of Corporate Finance, Elsevier, vol. 11(4), pages 680-715, September.
    14. Peter M. Clarkson & Allen Craswell & Prue Mackenzie, 2008. "The Effect of Board Independence on Target Shareholder Wealth," Australian Accounting Review, CPA Australia, vol. 18(2), pages 135-148, June.
    15. Elijah Brewer & William E. Jackson & Larry D. Wall, 2006. "When target CEOs contract with acquirers: evidence from bank mergers and acquisitions," FRB Atlanta Working Paper 2006-28, Federal Reserve Bank of Atlanta.
    16. Fotios Pasiouras & Chrysovalantis Gaganis, 2007. "Financial characteristics of banks involved in acquisitions: evidence from Asia," Applied Financial Economics, Taylor & Francis Journals, vol. 17(4), pages 329-341.
    17. Elyasiani, Elyas & Zhang, Ling, 2015. "Bank holding company performance, risk, and “busy” board of directors," Journal of Banking & Finance, Elsevier, vol. 60(C), pages 239-251.

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