Entrepreneurial Human Capital, Complementary Assets, and Takeover Probability

Gaining access to technologies, competencies, and knowledge is observed as one of the major motives for corporate mergers and acquisitions. In this paper we show that a knowledge-based firm's probability of being a takeover target is influenced by whether relevant specific human capital aimed for in acquisitions is directly accumulated within a specific firm or is bound to its founder or manager owner. We analyze the incentive effects of different arrangements of ownership in a firm's assets in the spirit of the Grossman-Hart-Moore incomplete contracts theory of the firm. This approach highlights the organizational significance of ownership of complementary assets. In a small theoretical model we assume that the entrepreneur's specific human capital, as measured by the patents they own, and the physical assets of their firm are productive only when used together. Our results show that it is not worthwhile for an acquirer to purchase the alienable assets of this firm due to weakened incentives for the initial owner. Regression analysis using a hand collected dataset of all German IPOs in the period from 1997 to 2006 subsequently provides empirical support for this prediction. This paper adds to previous research in that it puts empirical evidence to the Grossman-Hart-Moore framework of incomplete contracts or property rights respectively. Secondly, we show that relevant specific human capital that is accumulated by a firm's founder or manager owner significantly decreases that firm's probability of being a takeover target

Wage Smoothing as a Signal of Quality.

The authors provide an explanation for firms smoothing wages over the business cycle that is based on asymmetric information about the quality of a firm's management team and does not depend upon the workers being risk averse. When firms pay their workers the full information profit maximizing wage, higher quality firms will attract more workers and earn greater profits than lower quality firms. This provides a rationale for wage smoothing when quality is not observable to workers: lower quality firms will resist cutting wages to the full information level in an economic downturn in an attempt to convince workers that they are of higher quality.

An Incentive Approach to Banking Regulation.

The authors examine the optimal design of a risk-adjusted deposit insurance scheme when the regulator has less information than the bank about the inherent risk of the bank's assets (adverse selection) and when the regulator is unable to monitor the extent to which bank resources are being directed away from normal operations toward activities that lower asset quality (moral hazard). Under a socially optimal insurance scheme: (1) asset quality is below the first-best level, (2) higher-quality banks have larger asset bases and face lower capital adequacy requirements than lower-quality banks, and (3) the probability of failure is equated across banks. Copyright 1993 by American Finance Association.