A Clinical Exploration of Value Creation and Destruction in Acquisitions: Organizational Design, Incentives, and Internal Capital Markets
This paper presents clinically-based studies of two acquisitions that received very different stock market reactions at announcement one positive and one negative. Despite the differing market reactions, we find that ultimately neither acquisition created value overall. In exploring the reasons for the acquisition outcomes, we rely primarily on interviews with managers and on internally generated performance data. We compare the results of these analyses to those from analyses of post-acquisition operating and stock price performance traditionally applied to large samples. We draw two primary conclusions. (1) Our findings highlight the difficulty of implementing a successful acquisition strategy and of running an effective internal capital market. Post-acquisition difficulties resulted because: (a) managers of the" acquiring company did not deeply understand the target company at the time of the acquisition; (b) the acquirer imposed an inappropriate organizational design on the target as part of the post-acquisition integration process; and (c) inappropriate management incentives existed at both the top management and division levels. (2) Measures of operating performance used in large sample studies are weakly correlated with actual post-acquisition operating performance."
|Date of creation:||Apr 1997|
|Date of revision:|
|Publication status:||published as Steven N. Kaplan & Mark Mitchell & Karen Wruck, 2000. "A Clinical Exploration of Value Creation and Destruction in Acquisitions, Organizational Design, Incentives, and Internal Capital Markets," NBER Chapters, in: Mergers and Productivity, pages 179-238 National Bureau of Economic Research, Inc.|
|Contact details of provider:|| Postal: National Bureau of Economic Research, 1050 Massachusetts Avenue Cambridge, MA 02138, U.S.A.|
Web page: http://www.nber.org
More information through EDIRC
Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.:
- Kaplan, Steven N & Weisbach, Michael S, 1992.
" The Success of Acquisitions: Evidence from Divestitures,"
Journal of Finance,
American Finance Association, vol. 47(1), pages 107-38, March.
- Steven Kaplan & Michael S. Weisbach, 1990. "The Success of Acquisitions: Evidence From Disvestitures," NBER Working Papers 3484, National Bureau of Economic Research, Inc.
- Mitchell, Mark L & Stafford, Erik, 2000.
"Managerial Decisions and Long-Term Stock Price Performance,"
The Journal of Business,
University of Chicago Press, vol. 73(3), pages 287-329, July.
- Mark L. Mitchell & Erik Stafford, 1997. "Managerial Decisions and Long-Term Stock Price Performance," CRSP working papers 453, Center for Research in Security Prices, Graduate School of Business, University of Chicago.
- Lang, Larry H. P. & Stulz, ReneM. & Walkling, Ralph A., 1991. "A test of the free cash flow hypothesis*1: The case of bidder returns," Journal of Financial Economics, Elsevier, vol. 29(2), pages 315-335, October.
- George P. Baker, 1990. "Pay-For-Performance For Middle Managers: Causes And Consequences," Journal of Applied Corporate Finance, Morgan Stanley, vol. 3(3), pages 50-61.
- Agrawal, Anup & Jaffe, Jeffrey F & Mandelker, Gershon N, 1992. " The Post-merger Performance of Acquiring Firms: A Re-examination of an Anomaly," Journal of Finance, American Finance Association, vol. 47(4), pages 1605-21, September.
- Mitchell, Mark L. & Mulherin, J. Harold, 1996. "The impact of industry shocks on takeover and restructuring activity," Journal of Financial Economics, Elsevier, vol. 41(2), pages 193-229, June.
- G. William Schwert, 1994.
"Mark-Up Pricing in Mergers and Acquisitions,"
NBER Working Papers
4863, National Bureau of Economic Research, Inc.
- Morck, Randall & Shleifer, Andrei & Vishny, Robert W., 1990.
"Do Managerial Objectives Drive Bad Acquisitions?,"
27693803, Harvard University Department of Economics.
- Jensen, Michael C. & Fama, Eugene F. & Long, John Jr. & Ruback, Richard S. & Schwert, G. William & Smith, Clifford Jr. & Warner, Jerold, 1989. "Clinical papers and their role in the development of financial economics," Journal of Financial Economics, Elsevier, vol. 24(1), pages 3-6, September.
- Baker, G.P. & Jensen, M.C. & Murphy, K.J., 1988.
"Compensation And Incentives: Practice Vs. Theory,"
88-05, Rochester, Business - Managerial Economics Research Center.
- Jensen, Michael C, 1986. "Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers," American Economic Review, American Economic Association, vol. 76(2), pages 323-29, May.
- Schipper, Katherine & Smith, Abbie, 1983. "Effects of recontracting on shareholder wealth : The case of voluntary spin-offs," Journal of Financial Economics, Elsevier, vol. 12(4), pages 437-467, December.
- Mitchell, Mark L & Lehn, Kenneth, 1990. "Do Bad Bidders Become Good Targets?," Journal of Political Economy, University of Chicago Press, vol. 98(2), pages 372-98, April.
- Kaplan, Steven N., 1994. "Campeau's acquisition of Federated : Post-bankruptcy results," Journal of Financial Economics, Elsevier, vol. 35(1), pages 123-136, February.
- Maloney, Michael T & McCormick, Robert E & Mitchell, Mark L, 1993. "Managerial Decision Making and Capital Structure," The Journal of Business, University of Chicago Press, vol. 66(2), pages 189-217, April.
When requesting a correction, please mention this item's handle: RePEc:nbr:nberwo:5999. See general information about how to correct material in RePEc.
For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: ()
If references are entirely missing, you can add them using this form.