https://eml.berkeley.edu/~ulrike/Papers/OCmergers_Final_JFEformat_20feb2008.pdf

Who Makes Acquisitions? CEO Overconfidence and the Market's Reaction

We study shareholder returns for firms that acquired five or more public, private, and/or subsidiary targets within a short time period. Since the same bidder chooses different types of targets and methods of payment, any variation in returns must be due to the characteristics of the target and the bid. Results indicate bidder shareholders gain when buying a private firm or subsidiary but lose when purchasing a public firm. Further, the return is greater the larger the target and if the bidder offers stock. These results are consistent with a liquidity discount, and tax and control effects in this market.

https://www.jstor.org/stable/pdfplus/3094523.pdf

What Do Returns to Acquiring Firms Tell Us? Evidence from Firms That Make

Board diversity has become a major issue within corporate governance where a number of studies seek to explore the impact of diversity on firm performance. The debate focuses on questions such as whether a corporation’s board should reflect the firm’s stakeholders or be more in line with society in general. This article uses a sample of listed Danish firms during the period of 1998–2001 in a cross sectional analysis. Despite that fact that Denmark has gone very far in the liberalisation of women, Danish board rooms are still to a large extent dominated by men. Contrary to a number of other studies, this article does not find any significant link between firm performance as measured by Tobin’s Q and female board representation. This is also the case for board members’ educational background as well as the proportion of foreigners. It is argued that board members with an unconventional background are socialised unconsciously adopting the ideas of the majority of conventional board members, which entails that a potential performance effect does not materialise.

Does female board representation influence firm performance? The Danish evidence

Currently, we are in the midst of a reexamination of chief executive officer (CEO) remuneration that has more than the usual amount of energy and substance. While much of the fury over CEO pay has been aimed at executives associated with accounting scandals and collapses in the prices of their company's shares, the controversies over GE CEO Jack Welch and NYSE CEO Richard Grasso signal a watershed. In their cases the competence and performance of both men were unquestioned: the issue seems to be the perception that they received "too much" and that there was inadequate disclosure. 
We provide, history, analysis and over three dozen recommendations for reforming the system surrounding executive compensation. 
Section I introduces a conceptual framework for analyzing remuneration and incentives in organizations. We then analyze the agency problems between managers and shareholders and between board members and shareholders, and discuss how well designed pay packages can mitigate the former while well designed corporate governance policies and processes can mitigate the latter. We say "mitigate" because no solutions will eliminate these agency problems completely. Since bad governance can easily lead to value destroying pay practices our discussion includes analyses of corporate governance as well as pay design. Because optimal remuneration policies cannot be designed and managed without consideration of the powerful relations and interactions between the financial markets and the firm, its top-level executives and the board, we devote significant space to these factors. 
Section II offers a brief history of executive remuneration from 1970 to the present. Section III examines and explains the forces behind the US-led escalation in share options. We argue that boards and managers falsely perceive stock options to be inexpensive because of accounting and cash-flow considerations and, as a result, too many options have been awarded to too many people. 
Section IV defines and discusses the agency costs of overvalued equity as the source of recent corporate scandals. Agency problems associated with overvalued equity are aggravated when managers have large holdings of stock or options. Because neither the market for corporate control or the usual incentive compensation systems can solve the agency problems of overvalued equity, they must be resolved by corporate governance systems. And few governance systems were strong enough to solve the problems. As the overvalued equity problem illustrates, while remuneration can be a solution to agency problems, it can also be a source of agency problems. 
Section V discusses several widespread problems with pay processes and practices, and suggests changes in both corporate governance and pay design to mitigate such problems: including problems with the appointment and pay-setting process, problems with equity-based pay plans, and problems with the design of traditional bonus plans. We show how traditional plans encourage managers to ignore the cost of capital, manage earnings in ways that destroy value, and take actions to deceive investors and capital markets. 
Section VI defines and analyzes a new concept: what we call the Strategic Value Accountability issue. This is the accountability for making the link between strategy formulation and choice and the value consequences of those choices - basically the link between internal managers and external capital markets. The critical importance of this accountability, its assignment, and its implications for performance measurement and remuneration have long been unrecognized and therefore ignored in most organizations. 
Section VII analyzes the complex relationships between managers, analysts, and the capital market, the incentives firms have to manage earnings to meet or beat analyst forecasts, and shows how managers playing the earnings-management game systematically erode the integrity of their organization and destroy organizational value. We highlight the puzzling equilibrium in this market that seems to suggest collusion between analysts and managers at the expense of investors - an area that is ripe for further research.

Remuneration: Where We've Been, How We Got to Here, What Are the Problems, and How to Fix Them

I develop a corporate governance framework, provide a broad overview of recent corporate governance research, and place each of the Special Issue papers within the context of this framework The papers in the issue contribute to our understanding of a wide range of governance topics including: the role of antitakeover measures, board structure, capital market governance, compensation and incentives, debt and agency costs, director and officer labor markets, fraud, lawsuits, ownership structure, and regulation In short, the papers span almost every aspect of governance systems

https://papers.ssrn.com/sol3/Delivery.cfm/SSRN_ID900625_code221791.pdf?abstractid=855444&mirid=1

Recent Developments in Corporate Governance: An Overview

I. TAKEOVERS AND MERGERS IN PRACTICE. 1. The Takeover Process. 2. The Legal and Regulatory Framework. Appendix A: Legal Due Diligence Preliminary Information Request. 3. Accounting for M&As. 4. Deal Structuring (Methods of Payment, Taxes, Collars, Contingent Payouts.) II. M&As IN THEORY AND PRACTICE. 5. Strategic Processes. 6. Theories of Mergers and Tender Offers. Appendix A: Measurement of Abnormal Returns. Appendix B: Chemical Industry Case Study. 7. The Timing of Merger Activity. 8. Empirical Tests of M&A Performance. Appendix A: Analysis of a Recent M&A Sample. III. VALUATION-THE STRATEGIC PERSPECTIVE. 9. Alternative Approaches to Valuation. Appendix A: Derivation of Revenue Growth Valuation Formulas. 10. Increasing the Value of the Organization. Appendix A: Calculating Growth Rates. IV. RESTRUCTURING. 11. Restructuring and Divestitures. Appendix A: Restructuring in the Diversified Natural Gas Industry in the 1990s. 12. Empirical Tests of Corporate Restructuring and Divestitures. Appendix A: Analysis of a Sample of Recent Divestitures. 13. Financial Restructuring. V. M&A STRATEGIES. 14. Alliances and Joint Ventures. 15. ESOPs and MLPs. 16. Going Private and Leveraged Buyouts. Appendix A: Relation between WACC and CCF Models. Appendix B: Relation between CCF and APV Models. 17. International Takeovers and Restructuring. VI. STRATEGIES FOR CREATING VALUE. 18. Share Repurchases. 19. Takeover Defenses. 20. Corporate Governance and Performance. 21. Merger Arbitrage. 22. Implementation and Management Guides for M&As.

John Harold Mulherin

Papers

Takeovers, Restructuring, and Corporate Governance

Takeovers, restructuring, and corporate governance = 接管、重组与公司治理