Valuing the Process of Corporate Restructuring

We study the process of corporate restructuring for a sample of 298 firms during the 1989-98 period that announce that they are considering restructuring alternatives. We find that restructuring is a lengthy process, with the majority of the restructuring period occurring prior to any definitive proposals for corporate change. Only 70 percent of the firms that initially propose restructuring later make a definitive proposal to sell either all or part of the firm, with other firms taking themselves out of play or declaring bankruptcy. Hence, the market reaction to the initial restructuring announcement underestimates the full wealth effects of completed restructurings. The estimate of the full value of restructuring across the sample firms averages 7.5 percent, with the greatest gains of 30 percent accruing to firms that are acquired. The average gain for the full restructuring period for firms divesting a unit is 5 percent, which is roughly double that estimated for the initial announcement in prior studies of corporate divestitures.

Corporate Restructuring and Corporate Auctions

We study 298 firms that announce the intent to consider restructuring during the 1989 to 1998 period. We find that the actions taken subsequent to the initial restructuring consideration are equally divided between (i) being acquired, (ii) divesting one or more subsidiaries, or (iii) either terminating the process or declaring bankruptcy. There is a greater completion rate in the second half of the sample, which suggests that economywide factors influence the restructuring decision. For the average firm in the sample, restructuring is a positive net present value decision, although sustained positive shareholder returns accrue only to the firms that actually complete restructuring. For a sub-sample of firms that are acquired, we detail the private auction process that is initiated and conducted by the selling firms and their investment banks. In the private auction, 80 percent of the selling firms have multiple bidders, even though only 20 percent of these cases have more than one publicly announced bidder. The depth of the private auction affects the runup of stock prices prior to the formal acquisition offer, suggesting a reinterpretation of the traditional explanations for the variation in premiums across target firms. The use of private auctions by selling firms also suggests one reason for the absence of toeholds in many mergers as well as the occurrence of multiple public bids even when there is only a single public bidder in a merger.

Privatization and the Market for Corporate Control

We study the wealth effects of the mergers of privatized firms. Our sample entails 39 privatized firms that subsequently become targets of a takeover and 52 privatized firms that become bidders in mergers. Our results indicate that target firms experience a 12 percent increase in equity value at the announcement of a merger. The bidding firms experience a positive but insignificant change in equity value at merger announcement. The results indicate that mergers result in net wealth creation for privatized firms and are consistent with property rights/agency cost theory. The results also offer global, non-U.S. evidence that mergers create wealth.

Is there Really a When-Issued Premium?

We use a unique set of equities in the when-issued market to provide new tests of the law of one price in financial markets. We compare the prices of when-issued and regular-way shares of publicly-traded subsidiaries and their parents around the time the subsidiaries are fully divested. In contrast to prior analyses of when-issued trading in equity markets, we find that the when-issued shares of the subsidiary trade at a discount. Some of the pricing differences stem from measurement factors such as exchange location and bid-ask clustering that bias the observed when-issued pricing differential away from zero. The remaining difference between the when-issued and regular-way prices is due to asymmetric movements in bid and ask quotes in the two markets. We also find evidence of temporary price pressures on the date of execution of the spinoff of the subsidiary firms that bear resemblance to the pricing in the when-issued market. We interpret the evidence as consistent with the law of one price in the presence of transaction costs.Law of One Price; Market Efficiency; Market Microstructure

Competing With the NYSE

We study the stock exchange rivalry between the New York Stock Exchange (NYSE) and the Consolidated Stock Exchange (Consolidated) from 1885 to 1926 using a new database of bid-ask spreads and stock data collected from The New York Times and other primary sources. The magnitude of this important, but largely forgotten rivalry was substantial. From 1885 to 1895, the ratio of Consolidated to NYSE volume averaged 40 percent and reached as high as 60 percent. The market share of the Consolidated averaged 23 percent for approximately 40 years. The Consolidated focused on the relatively liquid securities on the NYSE as measured by bid-ask spreads and trading volume. Our results suggest that NYSE bid-ask spreads fell by more than 10 percent when the Consolidated began to trade NYSE stocks while bid-ask spreads for our quasicontrol group of stocks trading on the Boston Stock Exchange remain unchanged. The effect persisted over the entire history of the stock market rivalry until a series of scandals and investigations of the Consolidated by state regulators led to the demise of the exchange in the 1920s. The analysis suggests three conclusions: (1) the NYSE has faced significant long-run competition (2) the NYSE may be susceptible to a similar level of competition in the future and (3) that the Consolidated may have improved the efficiency of stock prices by contributing to the price discovery process.

Valuing the Process of Corporate Restructuring

We study the process of corporate restructuring for a sample of 298 firms during the 1989-98 period that announce that they are considering restructuring alternatives. We find that restructuring is a lengthy process, with the majority of the restructuring period occurring prior to any definitive proposals for corporate change. Only 70 percent of the firms that initially propose restructuring later make a definitive proposal to sell either all or part of the firm, with other firms taking themselves out of play or declaring bankruptcy. Hence, the market reaction to the initial restructuring announcement underestimates the full wealth effects of completed restructurings. The estimate of the full value of restructuring across the sample firms averages 7.5 percent, with the greatest gains of 30 percent accruing to firms that are acquired. The average gain for the full restructuring period for firms divesting a unit is 5 percent, which is roughly double that estimated for the initial announcement in prior studies of corporate divestitures

Privatization and the Market for Corporate Control

We study the wealth effects of the mergers of privatized firms. Our sample entails 39 privatized firms that subsequently become targets of a takeover and 52 privatized firms that become bidders in mergers. Our results indicate that target firms experience a 12 percent increase in equity value at the announcement of a merger. The bidding firms experience a positive but insignificant change in equity value at merger announcement. The results indicate that mergers result in net wealth creation for privatized firms and are consistent with property rights/agency cost theory. The results also offer global, non-U.S. evidence that mergers create wealth

Is there Really a When-Issued Premium?

We use a unique set of equities in the when-issued market to provide new tests of the law of one price in financial markets. We compare the prices of when-issued and regular-way shares of publicly-traded subsidiaries and their parents around the time the subsidiaries are fully divested. In contrast to prior analyses of when-issued trading in equity markets, we find that the when-issued shares of the subsidiary trade at a discount. Some of the pricing differences stem from measurement factors such as exchange location and bid-ask clustering that bias the observed when-issued pricing differential away from zero. The remaining difference between the when-issued and regular-way prices is due to asymmetric movements in bid and ask quotes in the two markets. We also find evidence of temporary price pressures on the date of execution of the spinoff of the subsidiary firms that bear resemblance to the pricing in the when-issued market. We interpret the evidence as consistent with the law of one price in the presence of transaction costs

The Development of the Takeover Auction Process: The Evolution of Property Rights in the Modern Wild West

Using a unique, hand-collected sample of US acquisitions, we study the interaction between the legal system and the takeover auction process from 1981 to 2020. We associate the strengthening of the property rights of targets’ boards after the 1989 Time Inc. decision with fundamental changes in the takeover auction process. This strengthening of the boards’ property rights has moved the auction process from a public one to a behind-the-scenes one in which targets’ boards control both the number of bidders and the flow of information. Targets’ boards are more likely to initiate the auction themselves, and the length of the private negotiation process has significantly lengthened. This fundamental change has benefited target shareholders

Contract Renegotiation and Rent Re-distribution: Who Gets Raked Over the Coals?

Policy shocks affect the rent distribution in long-term contracts, which can lead to such contracts being renegotiated. We seek an understanding of what aspects of contract design, in the face of a substantial policy shock, affect the propensity to renegotiate. We test our hypotheses using data on U.S. coal contracts after the policy shock of the 1990 Clean Air Act Amendments. Contracts are divided into two categories, those that were renegotiated following the shock and those that were not. Characteristics of the contract are used to explain whether or not the contract was ultimately renegotiated. Results provide guidance on rent re-distribution and contract renegotiation more generally and are applicable to contemporary policy issues such as climate change legislatio