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Eat or Be Eaten: A Theory of Mergers and Merger Waves

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  • Gary Gorton
  • Matthias Kahl
  • Richard Rosen

Abstract

In this paper, we present a model of defensive mergers and merger waves. We argue that mergers and merger waves can occur when managers prefer that their firms remain independent rather than be acquired. We assume that managers can reduce their chance of being acquired by acquiring another firm and hence increasing the size of their own firm. We show that if managers value private benefits of control sufficiently, they may engage in unprofitable defensive acquisitions. A technological or regulatory change that makes acquisitions profitable in some future states of the world can induce a preemptive wave of unprofitable, defensive acquisitions. The timing of mergers, the identity of acquirers and targets, and the profitability of acquisitions depend on the size of the private benefits of control, managerial equity ownership, the likelihood of a regime shift that makes some mergers profitable, and the distribution of firm sizes within an industry.

Suggested Citation

  • Gary Gorton & Matthias Kahl & Richard Rosen, 2005. "Eat or Be Eaten: A Theory of Mergers and Merger Waves," NBER Working Papers 11364, National Bureau of Economic Research, Inc.
  • Handle: RePEc:nbr:nberwo:11364
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    Cited by:

    1. Russell Pittman, 2007. "Consumer Surplus as the Appropriate Standard for Antitrust Enforcement," EAG Discussions Papers 200709, Department of Justice, Antitrust Division.
    2. Brown, Rayna & Sarma, Neal, 2007. "CEO overconfidence, CEO dominance and corporate acquisitions," Journal of Economics and Business, Elsevier, vol. 59(5), pages 358-379.
    3. Sehleanu Mariana, 2015. "Creating Or Destroying Value Through Mergers And Acquisitions?," Annals of Faculty of Economics, University of Oradea, Faculty of Economics, vol. 1(1), pages 593-600, July.
    4. Mirella Damiani & Fabrizio Pompei, 2011. "The market for corporate control: do countries and technological regimes matter?," International Review of Applied Economics, Taylor & Francis Journals, vol. 25(6), pages 725-751, October.
    5. Bart Lambrecht & Stewart C. Myers, 2005. "A Theory of Takeovers and Disinvestment," NBER Working Papers 11082, National Bureau of Economic Research, Inc.
    6. Steven Brakman & Harry Garretsen & Charles van Marrewijk & Charles van Marrewijk, 2005. "Cross-Border Mergers and Acquisitions: On Revealed Comparative Advantage and Merger Waves," CESifo Working Paper Series 1602, CESifo.
    7. Wenig, Thilo, 2021. "Performance of German Family Firms During the Global Financial Crisis," Junior Management Science (JUMS), Junior Management Science e. V., vol. 6(2), pages 237-278.
    8. Richard J. Rosen & Scott B. Smart & Chad J. Zutter, 2005. "Why do firms go public? evidence from the banking industry," Working Paper Series WP-05-17, Federal Reserve Bank of Chicago.
    9. Lars Calmfors & Giancarlo Corsetti & Seppo Honkapohja & Gilles Saint-Paul & Hans-Werner Sinn & John Kay & Jan-Egbert Sturm & Xavier Vives, 2006. "Chapter 5: Mergers and Competition Policy in Europe," EEAG Report on the European Economy, CESifo, vol. 0, pages 101-116, March.
    10. Ueda, Masako & Frantzeskakis, Kyriakos, 2007. "A Dynamic Equilibrium Model of Firm's Life Cycle and Mergers as Efficient Reallocation," CEPR Discussion Papers 6079, C.E.P.R. Discussion Papers.
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    12. Gao, Weiwei & Huang, Zhen & Yang, Ping, 2019. "Political connections, corporate governance and M&A performance: Evidence from Chinese family firms," Research in International Business and Finance, Elsevier, vol. 50(C), pages 38-53.
    13. Richard J. Rosen, 2006. "Merger Momentum and Investor Sentiment: The Stock Market Reaction to Merger Announcements," The Journal of Business, University of Chicago Press, vol. 79(2), pages 987-1017, March.
    14. Jinghua Yan, 2011. "Merger Waves: Theory and Evidence," Quarterly Journal of Finance (QJF), World Scientific Publishing Co. Pte. Ltd., vol. 1(03), pages 551-606.
    15. Marc Martos-Vila & Matthew Rhodes-Kropf & Jarrad Harford, 2013. "Financial vs. Strategic Buyers," NBER Working Papers 19378, National Bureau of Economic Research, Inc.
    16. Jean-Charles Rochet, 2007. "Some economics of horizontal integration in the payments industry," Proceedings – Payments System Research Conferences, Federal Reserve Bank of Kansas City.
    17. Du, Kai & Sim, Nicholas, 2016. "Mergers, acquisitions, and bank efficiency: Cross-country evidence from emerging markets," Research in International Business and Finance, Elsevier, vol. 36(C), pages 499-510.
    18. Mirella Daminai & Fabrizio Pompei, 2008. "Mergers, acquisitions and technological regimes: the European experience over the period 2002-2005," Quaderni del Dipartimento di Economia, Finanza e Statistica 46/2008, Università di Perugia, Dipartimento Economia.
    19. Vancea Mariana, 2012. "An Overview On The Determinants Of Mergers And Acquisitions Waves," Annals of Faculty of Economics, University of Oradea, Faculty of Economics, vol. 1(2), pages 390-397, December.
    20. Lars Calmfors & Giancarlo Corsetti & Seppo Honkapohja & John Kay & Gilles Saint-Paul & Hans-Werner Sinn & Jan-Egbert Sturm & Xavier Vives, 2006. "EEAG European Economic Advisory Group at CESifo: Report on the European Economy 2006," EEAG Report on the European Economy, CESifo, vol. 0, pages 1-120, March.
    21. Johan Stennek, 2006. "A new perspective on mergers and acquisitions: Evidence explained, policies prescribed," CESifo Forum, ifo Institute - Leibniz Institute for Economic Research at the University of Munich, vol. 7(1), pages 3-8, April.
    22. Richard J. Rosen, 2004. "Betcha can’t acquire just one: merger programs and compensation," Working Paper Series WP-04-22, Federal Reserve Bank of Chicago.

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