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Corporate governance and abnormal returns from M&A: A structural analysis

Author

Listed:
  • Tarcisio da Graca

    () (Université du Québec (Outaouais))

  • Robert Masson

    () (Cornell University)

Abstract

A structural event study methodology accounts for the interaction of two M&A effects: synergy (total value) and dominance (bargaining power). This interaction jointly (simultaneously) determines the parties’ abnormal returns. We propose an instrumental variable approach. An application in corporate governance illustrates of our methodology. We posit that M&A synergy effects correspond to changes in agency costs between target's management and target's shareholders; and the dominance effect corresponds to balance of power between acquirer and target during negotiations. Structural estimates indicate that more stable or entrenched directors generate higher value during normal operations but are softer negotiators when their firm becomes an acquisition target.

Suggested Citation

  • Tarcisio da Graca & Robert Masson, 2013. "Corporate governance and abnormal returns from M&A: A structural analysis," RePAd Working Paper Series UQO-DSA-wp032013, Département des sciences administratives, UQO.
  • Handle: RePEc:pqs:wpaper:032013
    as

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    File URL: http://www.repad.org/ca/qc/uq/uqo/dsa/RePAD032013.pdf
    File Function: First version, 2013
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    References listed on IDEAS

    as
    1. Renee B. Adams & Benjamin E. Hermalin & Michael S. Weisbach, 2010. "The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and Survey," Journal of Economic Literature, American Economic Association, vol. 48(1), pages 58-107, March.
    2. Lewellen, Wilbur G, 1971. "A Pure Financial Rationale for the Conglomerate Merger," Journal of Finance, American Finance Association, vol. 26(2), pages 521-537, May.
    3. Bates, Thomas W. & Becher, David A. & Lemmon, Michael L., 2008. "Board classification and managerial entrenchment: Evidence from the market for corporate control," Journal of Financial Economics, Elsevier, vol. 87(3), pages 656-677, March.
    4. Ming Dong & David Hirshleifer & Scott Richardson & Siew Hong Teoh, 2006. "Does Investor Misvaluation Drive the Takeover Market?," Journal of Finance, American Finance Association, vol. 61(2), pages 725-762, April.
    5. Jensen, Michael C, 1986. "Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers," American Economic Review, American Economic Association, vol. 76(2), pages 323-329, May.
    6. McCardle, Kevin F & Viswanathan, S, 1994. "The Direct Entry versus Takeover Decision and Stock Price Performance around Takeovers," The Journal of Business, University of Chicago Press, vol. 67(1), pages 1-43, January.
    7. Ronald W. Masulis & Cong Wang & Fei Xie, 2007. "Corporate Governance and Acquirer Returns," Journal of Finance, American Finance Association, vol. 62(4), pages 1851-1889, August.
    8. Klock, Mark S. & Mansi, Sattar A. & Maxwell, William F., 2005. "Does Corporate Governance Matter to Bondholders?," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 40(04), pages 693-719, December.
    9. Roll, Richard, 1986. "The Hubris Hypothesis of Corporate Takeovers," The Journal of Business, University of Chicago Press, vol. 59(2), pages 197-216, April.
    10. Boyan Jovanovic & Serguey Braguinsky, 2004. "Bidder Discounts and Target Premia in Takeovers," American Economic Review, American Economic Association, vol. 94(1), pages 46-56, March.
    Full references (including those not matched with items on IDEAS)

    More about this item

    Keywords

    Board entrenchment; E-index; event study; structural analysis; mergers and Acquisitions.;

    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • G14 - Financial Economics - - General Financial Markets - - - Information and Market Efficiency; Event Studies; Insider Trading

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