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Mercado de capitais e desenvolvimento; Stock markets and development

Butron, Guillermo Roberto Tomás Málaga
Fonte: Fundação Getúlio Vargas Publicador: Fundação Getúlio Vargas
Tipo: Trabalho em Andamento
Relevância na Pesquisa
17.49%
As empresas brasileiras tendem a colocar apenas ações preferenciais no mercado. Este trabalho discute algumas das conseqüências dessa prática, procurando demonstrar que esta afugenta os investidores de longo prazo que podem exercer uma dupla função: monitorar algumas atividades da empresa coibindo certas práticas indesejadas da direção e estabilizar o mercado reduzindo as chances de takeovers hostis, mas não dos takeovers sob os quais o monitoramento ocorre, levando em consideração sua natureza de bem público e o problema de reputação, que tipicamente levam a uma oferta subótima desse tipo de atividade. Também é analisado como a presença dos investidores de longo prazo afeta a ação dos arbitradores que procuram extrair sinais do mercado para auferir ganhos com preços fora dos fundamentos.; Brazilian corporations tend to sell mainly preferred shares instead of common shares in the stock market. This paper analyses some of the consequences of this practice. We argue that it tends to displace long term investors which may perform a double function: monitor activities that prevent undesirable practices of the managers and stabilize the market reducing the chances of hostile takeovers. We develop the conditions under which management monitoring services are offered taking into account its public good nature and the reputational problems involved that result in under-supply of this activity. It is also analysed how the participation of these long term investors in the market affects the action of arbitrageurs trying to extract signs from the market in order to profit from prices out of their fundamental values.

Male Takeovers Are Reproductively Costly to Females in Hamadryas Baboons: A Test of the Sexual Coercion Hypothesis

Polo, Pablo; Hernández-Lloreda, Victoria; Colmenares, Fernando
Fonte: Public Library of Science Publicador: Public Library of Science
Tipo: Artigo de Revista Científica
Publicado em 12/03/2014 EN
Relevância na Pesquisa
27.68%
During male takeovers, in addition to fighting off the female’s current mating partner, males may exhibit intense aggressive mate guarding of the newly acquired females. Recent studies indicate that coercive sexual aggression by males is an important strategy through which sexual conflict is expressed. Previous tests of the sexual coercion hypothesis in primates have focused on assessing if female mate choice is effectively reduced by male aggression, however, only one recent study has tested a critical prediction of this hypothesis, namely, that male coercion is reproductively costly to victim females. The present study uses 15 years of data on inter-birth intervals from a large multilevel colony of baboons, mostly Papio h. hamadryas, with a mating system based on harem-defence polygyny to examine if male takeovers impact the length of the abducted females’ inter-birth intervals. Our analysis of 121 inter-birth intervals from 45 adult females indicates that male takeovers are reproductively costly to abducted females as they are associated with an increase in the time they take to conceive and a lengthening of the inter-birth intervals. We discuss how several factors may contribute to this reproductive cost, including male-female sexual conflict...

Efficient vs. Opportunistic Choice of Accounting Procedures: Corporate Control Contests

Christie, Andrew A. ; Zimmerman, Jerold L.
Fonte: William E. Simon Graduate School of Business Administration, University of Rochester Publicador: William E. Simon Graduate School of Business Administration, University of Rochester
Tipo: Trabalho em Andamento
ENG
Relevância na Pesquisa
27.18%
Corporate takeovers are assumed to control the non-value-maximizing (opportunistic) actions of managers. We examine takeover targets prior to the initial control action for evidence of opportunistic, income-increasing accounting methods. These tests attempt to determine the relative importance of two non-mutually exclusive competing hypotheses for accounting method choice: opportunism and efficiency. We find evidence consistent with both the opportunism and efficiency hypotheses. Target managers choose income-increasing accounting depreciation, inventory and investment tax credit methods more frequently than the managers of non-target firms. This difference remains after controlling for differences attributable to efficiency.

Takeover Laws and Financial Development

Nenova, Tatiana
Fonte: World Bank, Washington, DC Publicador: World Bank, Washington, DC
EN_US
Relevância na Pesquisa
17.18%
The issue of "an appropriate" legal framework, especially in the case of the takeover market, has been poorly studied in the case of emerging markets, yet it is of immediate relevance and practical policymaker interest. The study makes a first attempt to analyze takeover regulations in a comparative context across 50 countries. It proposes a methodology to create a detailed index on the most salient features of capital market laws, and illustrates the approach on the case of takeover legislation. The methodology allows better understanding of the impact of laws on markets and development, allows a detailed quantification of a given regulation, in this case takeover market rules, and helps determine relevant policy implications. Specifically, the framework permits the exploration of the effects of individual regulations, their substitutability and interplay, as well as the overall extent of friendliness of the laws to investors, or particular groups thereof (such as minority shareholders), and the links of specialized regulation with the overall legal system. Finally, the study explores the effect of the investor-friendliness of takeover laws on stock market development.

Reforming Corporate Governance : Experiences with Public Takeover Bids in Chile and Panama

Clarke de la Cerda, Alvaro; Barsallo, Carlos A.
Fonte: International Finance Corporation, Washington, DC Publicador: International Finance Corporation, Washington, DC
EN_US
Relevância na Pesquisa
27.68%
Focus 6 covers the experiences of two high-profile cases in Chile and Panama and analyzes reforms that shape new legislation and protect minority shareholders. The first article in this publication explores the impact the reforms to the regulation of corporate governance in 2000 on the capital market in Chile. After seven years of implementing the new law it is possible to consider, with a more informed vision, what the positive and negative elements that strengthening the regulation of corporate governance have brought. The experience of Panama is also an ironic commentary on the Chilean experience. It is the case for reform to protect minority shareholders which was introduced by the Panamanian securities regulator. In reaction to this, some interested individuals rejected the reform proposal in theory, tying up the initiative in the courts, but accepted it and followed it in practice. And continue to do so even today. The history, regulation and the practice of takeovers in Panama presents interesting paradoxical and contradictory features...

Corporate Governance Country Assessment : Malaysia

World Bank
Fonte: Washington, DC Publicador: Washington, DC
EN_US
Relevância na Pesquisa
17.18%
This report assesses Ghana s corporate governance policy framework. It highlights recent improvements in corporate governance regulation, makes policy recommendations, and provides investors with a benchmark against which to measure corporate governance in Ghana. It is an update of the 2005 Corporate Governance ROSC. Good corporate governance enhances investor trust, helps to protects minority shareholders, and can encourage better decision making and improved relations with workers, creditors, and other stakeholders. Better investor protection can lower the cost of capital and encourage companies to list and raise funds through equity markets. Investor protection is also crucial to protect retirement savings as pension funds invest more in listed companies. Good corporate governance also helps to ensure that these companies operate more transparently and efficiently.

FDI Spillovers in the Czech Republic: Takeovers versus Greenfields

STANCIK JURAJ
Fonte: Springer Publicador: Springer
Tipo: Articles in books Formato: Printed
ENG
Relevância na Pesquisa
27.49%
This contribution analyzes the effects of foreign direct investment on the sales growth rate of domestic companies in the Czech Republic. Using firm-level panel data from 1995 to 2005, it studies both horizontal and vertical spillovers with respect to two kinds of foreign investment ¿ takeovers and greenfields. This is the first paper applying this framework on firm level. The study allows also for the lagged nature of these spillovers. The results suggest that the sales growth rates of domestic companies mostly decrease in the presence of foreign companies, especially in upstream sectors. The impact through horizontal spillovers is mixed ¿ positive from foreign takeovers, negative from greenfields. Positive forward spillovers are present mainly in recent years. Time sensitivity is revealed for horizontal as well as vertical spillovers.; JRC.DDG.J.4-Information Society

Synergies or Overpayment in European Corporate M&A

Díaz Díaz, Belén; Sanfilippo Azofra, Sergio; López Gutiérrez, Carlos
Fonte: Academic Journals JCIBR Publicador: Academic Journals JCIBR
Tipo: info:eu-repo/semantics/article; publishedVersion
ENG
Relevância na Pesquisa
27.18%
The purpose of this research is to test whether the price paid for corporate takeovers in Europe is related to the synergies expected or whether bidders are overpaying for acquisitions. We analyzed the relationship between the premium paid in 147 mergers and acquisitions, and the bidders’ abnormal returns around the date of the transaction from 1995 to 2004. A quadratic relationship between the premiums and returns was found. When the amount paid in a transaction does not exceed the value of the target organization by more than 39.69–40.03%, the premium becomes a sign of the future synergy and will have a positive effect on the bidders’ returns. However, when the premium exceeds these values, the relationship between premiums and returns become negative and therefore the market considers bidders are overpaying. This paper show the importance of the correct valuation of the targets and of the premiums paid to ensure value creation in M&A.

Mergers and takeovers in Spain: empirical evidence on abnormal returns and insider trading

Ocaña Pérez de Tudela, Oscar; Peña Sánchez de Rivera, Juan Ignacio; Robles, Dolores
Fonte: Universidade Carlos III de Madrid Publicador: Universidade Carlos III de Madrid
Tipo: Trabalho em Andamento Formato: application/pdf
Publicado em /07/1994 ENG
Relevância na Pesquisa
37.49%
This paper aims to the measurement of returns on takeovers on firms listed in the Spanish stock market in the period 1990 to 1993. Using several estimation and testing methods, abnormal positive returns are found for the targets. Some evidence of insider trading is presented and itsı implications for market regulation are addressed.

Reviving the Market for Corporate Control

Leechor, Chad
Fonte: World Bank, Washington, DC Publicador: World Bank, Washington, DC
Tipo: Publications & Research :: Viewpoint; Publications & Research
ENGLISH
Relevância na Pesquisa
27.68%
Changes in corporate control-through mergers, takeovers, acquisitions, divestitures, and the like-enhance shareholders' value. They allow the businesses to be transferred to the control of new owners who can put business assets to work more efficiently. In most countries, however, the market for corporate control is significantly restricted by anti-takeover laws and business practices used to entrench management, such as poison pills, heavy debt, pyramid schemes, and cross-holdings of equity. The key to overcoming these obstacles is to restructure incentives-by requiring business groups to disclose intercorporate ownership and banks to limit connected lending, by ensuring that bankruptcy law allows effective transfer of control, and by removing regulatory barriers to takeovers. Many studies of mergers, takeovers, acquisitions, and divestitures have confirmed that these control transactions generally maximize shareholders' value (Jensen and Ruback 1983). The gain in value is most visible in target firms' stock prices following announcements of takeover attempts or merger agreements. Even in the most advanced markets...

Local enablers of business models : the experience of brazilian multinationals acquiring in North America

Fleury, Afonso Carlos Correa; Fleury, Maria Tereza Leme
Fonte: New York Publicador: New York
Tipo: Artigo de Revista Científica
ENG
Relevância na Pesquisa
17.68%
Despite the rapid growth of South–North investments, the literature is still incipient to look into the broad range of issues associated with them. This article focuses on reverse takeovers and discusses the reasons why emerging-country firms, Brazilian multinationals in particular, are able to profitably acquire firms in developed countries, chiefly in the United States. The research addresses two specific subjects in international business literature: country-choice and entry-mode. The analytical approach assumes that reverse takeovers are part of the dynamic reconfiguration of global production systems which, in turn, are influenced by shifting conditions in countries' business environments. Changes in business environments impact local firms' business models and their positioning in global production networks and international markets as well. Reverse takeovers are facilitated when both the simultaneous evolution of the developed country multinational and the emerging country multinational business models establish a common ground for the transaction. Through the analysis of Brazilian multinationals' acquisitions in North America, relevant insights pertaining to the realms of firm-specific advantages, country-choice and entry mode in reverse takeovers are unveiled

A New Approach to Takeover Law and Regulatory Competition

Bebchuk, Lucian Arye; Ferrell, Frank A.
Fonte: Virginia Law Review Association Publicador: Virginia Law Review Association
Tipo: Artigo de Revista Científica
EN_US
Relevância na Pesquisa
17.68%
The paper puts forward a new approach to two corporate subjects that have been intensively debated in the last three decades, the regulation of takeovers and state competition in the production of corporate law. During this period, U.S. state takeover law has produced considerable and quite possibly excessive protection for incumbent managers from hostile takeovers. Although the shortcomings of state takeover law have been widely recognized, there has been little support for federal intervention because of the concern that such intervention might produce even worse takeover arrangements. This paper, however, identifies a form of federal intervention in the regulation of takeovers "choice-enhancing" intervention that would address these shortcomings without raising such a concern. "Choice-enhancing" federal intervention would consist of two elements: (i) an optional body of substantive federal takeover law which shareholders would be able to opt into (or out of) and (ii) a mandatory process rule that would provide shareholders the right to initiate and adopt, regardless of managers' wishes, proposals for opting into (or out of) the federal takeover law. An alternative version of choice-enhancing intervention would provide a federal law requiring states to allow shareholders to initiate and approve opting out of anti-takeover arrangements provided by the state's law. We argue that such a federal role in takeover law cannot harm and would likely improve the regulation of takeovers. Moreover...

Optimal and efficient takeover contests with toeholds

Loyola, Gino
Fonte: Elsevier Publicador: Elsevier
Tipo: Artículo de revista
EN
Relevância na Pesquisa
27.18%
Target firms often face a takeover threat from raiders with prior stakes in its ownership (toeholds). Previous literature has shown that, when takeovers are modeled as standard auctions, toeholds induce more aggressive bids from raiders, which has two important consequences for the selling process: (i) the board of directors is no longer indifferent about the sale procedure used to get the highest price, and (ii) the target may not be assigned to the highest- value raider. This paper characterizes how the price-maximizing procedure should be in the presence of asymmetric toeholds. Our central result is that the optimal rule needs to be implemented by a discriminatory mechanism quite different from conventional auction formats. By imposing an extra-charge against high-toehold bidders, the optimal mechanism is able to extract more surplus from raiders who bid more aggressively. As a result, nonbidding shareholders benefit unambiguously from the toehold asymmetry. Furthermore, as this bias restores the symmetry in bidders’ expected payoffs, the proposed mechanism also allows to allocate efficiently the target among them.

Working with Judicial Review: The new operation of the Takeovers Panel

Armson, Emma
Fonte: Melbourne University Law Review Association Publicador: Melbourne University Law Review Association
Tipo: Artigo de Revista Científica
Relevância na Pesquisa
27.18%
This article examines the position of the Takeovers Panel in light of the scope for judicial review of its decisions. In 2000, the role of the Panel was transformed to make it the primary forum for resolving disputes during a takeover bid. However, opport

Takeovers in the '60s and the '80s: Evidence and Implications

Shleifer, Andrei; Vishny, Robert W.
Fonte: John Wiley and Sons Publicador: John Wiley and Sons
Tipo: Artigo de Revista Científica
EN_US
Relevância na Pesquisa
27.18%
This paper reviews the evidence on takeover waves of the 1960s and 1980s, and discusses the implications of this evidence for corporate strategy, agency theory, capital market efficiency, and antitrust policy. We conclude that antitrust policy played an important role in the two takeover waves, and that the wave of the ';60s presents a problem for efficient capital markets.; Economics

Nuevas formas de acción política : el caso de las empresas recuperadas por sus propios trabajadores

Ferrari, Liliana Edith; Cebey, María Carolina
Fonte: Universidade Autônoma de Barcelona Publicador: Universidade Autônoma de Barcelona
Tipo: Article; info:eu-repo/semantics/article; info:eu-repo/semantics/publishedVersion Formato: application/pdf
Publicado em //2006 SPA
Relevância na Pesquisa
27.49%
Enmarcado en la Psicología Social - Comunitaria, este trabajo presenta la experiencia argentina del movimiento de recuperación de empresas por sus trabajadores, enraizada en la crisis que atravesó el país a fines de los ’90. El foco del estudio está puesto en la construcción subjetivo-material de estos trabajadores en términos políticos a partir del proceso de apropiación de la fuente de trabajo. Esta acción colectiva presenta un contenido alternativo a la trilogía derecho a la existencia – al trabajo – al socorro, poniendo de manifiesto formas de agencialidad novedosas, refractarias al desempleo como etiqueta social pasivizadora. Analizamos las distancias y cercanías identitarias, organizacionales y vivenciales investigadas en dos cooperativas autogestionadas de trabajo, cuyo objetivo es reinsertarse en el circuito productivo. Relevamos rupturas y continuidades entre las luchas obreras y las reivindicaciones de los nuevos movimientos sociales en articulación/antagonismo con la comunidad y el Estado.; Framed in Communitarian Social Psychology, this study examines the Argentine experience of worker takeovers. Such takeovers had their origin in the crisis that the country faced in the late 90s. We analyze what the takeover meant to the workers in terms of their subjective identity. Their collective action presents an alternative to the usual triad of rights: to exist...

The effect of state anti-takeover laws on board composition

Hoi, Chun-Keung; Lessard, Jeffrey; Robin, Ashok
Fonte: American Business Review Publicador: American Business Review
Tipo: Artigo de Revista Científica
EN_US
Relevância na Pesquisa
17.49%
The external discipline of corporate control activities (takeovers) and the internal discipline imposed by corporate boards are two ways in which agency costs can be controlled in firms. State anti-takeover laws (ATLs) reduce the probability of takeovers. Therefore, ATLs diminish one of the two (agency cost) control mechanisms available to firms. The question that arises in this context is whether firms subject to ATLs take steps to bolster the remaining control mechanism, namely the board of directors. In this study, we analyze the effects of ATLs in Ohio and Pennsylvania. We assess board composition changes following passage of ATLs in these states. Thus, we test the substitution hypothesis of FAMA and Jensen (1983a and 1983b). Specifically, we test whether or not Ohio and Pennsylvania firms increased outsider representation following passage of ATLs. We extend the literature on ATLs focuses on shareholder losses on the announcement of ATLs and the reduction of the probability of takeovers following ATLs. We contribute to the literature testing the substitution hypothesis that has, thus far, produced mixed results. Finally, we address the critical issue of whether or not board composition is a tractable tool in the quest for shareholder value.

Essays on the theory of the firm: Interactions between capital, product and labour markets.

Chemla, Gilles
Fonte: London School of Economics and Political Science Thesis Publicador: London School of Economics and Political Science Thesis
Tipo: Thesis; NonPeerReviewed Formato: application/pdf
Publicado em //1996 EN
Relevância na Pesquisa
17.49%
This thesis examines some strategic interactions between financial, labour and industrial contracts signed by the manager of a firm with different stakeholders. It investigates the strategic effects of contractual or institutional arrangements when the firm faces commitment problems. The general introduction briefly surveys the relevant literatures on the methodology, modern theories of the firm, commitment problems and interactions between markets through the firm. The second chapter focusses on interactions between labour markets and the market for corporate control. It argues that the possibility of takeovers may affect the economic consequences of union power in wage negotiations: while union power increases wage flexibility and the firm's capacity to invest in the absence of takeovers, it decreases them when takeovers are allowed. Various takeover defence mechanisms are compared. The third chapter analyzes the impact of competition among downstream firms on a supplier's investment and on her incentive to vertically integrate. Tougher competition decreases the downstream industry profit, but improves the supplier's negotiation position. In particular, the supplier is better off encouraging competition when the downstream firms have high bargaining power. We analyze the interactions between downstream competition and vertical integration. The fourth chapter (joint with Dr. Antoine Faure-Grimaud...

A comparative study of takeover regulation in the UK and France.

Ipekel, Ferna
Fonte: London School of Economics and Political Science Thesis Publicador: London School of Economics and Political Science Thesis
Tipo: Thesis; NonPeerReviewed Formato: application/pdf
Publicado em //2004 EN
Relevância na Pesquisa
17.68%
There has been a great deal of cross-border takeover activity in the EU over the past years. This is fortunate since the Commission views the increase of such activity and the ensuing restructuring of firms as vital to implement its aim of making Europe the most competitive economy by 2010. The Commission is concerned, however, by the fact that most Member States still have legal, cultural, or other structures, which either impede or reduce the occurrence of takeovers. The Commission is also concerned that the level of protection afforded to offeree shareholders in the context of takeovers differs from one Member State to another. Indeed, the offeree shareholders in some Member States enjoy a far better protection than their counterparts in other Member States. This thesis analyses these two aspects of takeover regulation from the point of view of the UK and France. The latter countries have had a significant impact upon the drafting of the Directive on takeover bids, as well as of numerous individual European countries' takeover regulations, due to their solid experience with national takeover regulation. It is therefore believed that the comparative analysis of the takeover regimes of these two jurisdictions will offer a better understanding of both the Directive on takeover bids and other European countries' takeover regulations. Such comparative analysis is further believed to offer an insight into how the level of growth of a particular market and the different ownership structures impact upon the rules governing takeovers. This thesis begins by explaining the regulatory framework of takeovers in the UK and France as well as the ownership structures prevailing in these two jurisdictions. It subsequently analyses in a comparative manner the role of the offeree management and the equality of shareholders in these two countries. This thesis concludes with the gradual convergence of takeover regulations in the UK and France and throughout Europe more generally.

State-led coercive takeovers in Putin’s Russia: explaining the underlying motives and ownership outcomes

Yorke, Andrew
Fonte: London School of Economics and Political Science Thesis Publicador: London School of Economics and Political Science Thesis
Tipo: Thesis; NonPeerReviewed Formato: application/pdf
Publicado em /04/2014 EN
Relevância na Pesquisa
27.91%
Since Vladimir Putin first became Russia’s President in 2000, the state has played an increasingly active and interventionist role in the economy, including through its involvement in a large number of coercive takeovers of privately-owned businesses. The best known case is the Yukos affair, but there have been many other, less prominent takeovers. These have largely been explained as predatory acts by state officials seeking to enrich themselves or increase their power. This has contributed to the perception that Putin’s Russia is a kleptocracy, with the state given free rein to engage in economically-destructive attacks on property rights. This thesis studies a number of state-led coercive takeovers in Putin’s Russia, including the Yukos affair, and argues that they cannot be explained as predatory acts initiated by rent-seeking state officials. Instead, they were the work of state officials attempting to pursue economic development while countering perceived threats to state sovereignty. The Yukos affair resulted in the company’s de facto nationalisation and heralded a broader trend of expanding state ownership in the economy. But two other coercive takeovers studied here instead resulted in the companies being transferred to new private owners. In other cases where nationalisation was the clear goal...