What determines takeover likelihood? A review and propositions for future research

Prior takeover prediction research has advanced eight hypotheses to explain why specific firms are targeted through takeovers (Palepu, 1986; Powell, 2001; Tunyi, 2021a). However, takeover targets remain difficult to empirically predict ex-ante, perhaps because these established sets of hypotheses do not substantially explain takeover likelihood (Danbolt, Siganos, & Tunyi, 2016). This paper reviews the literature on takeover prediction, particularly focusing on theory, propositions and testable hypotheses on the factors that drive firms’ takeover likelihood. Drawing from prior research outside this literature, the paper then develops conceptual arguments underlying six new predictors of firms’ takeover likelihood including; information asymmetry, mergers and acquisitions (M&A) rumours, financial distress, payroll synergies, share repurchases and industry competition. Specifically, we predict that a firm’s likelihood of receiving future takeover bids increases with merger rumours and industry competition and declines with information asymmetry and share repurchases. Additionally, takeover likelihood plausibly has an inverse U-shaped relationship with payroll excesses and the level of financial distress

Firm size, market conditions and takeover likelihood

The firm size hypothesis—takeover likelihood (TALI) decreases with target firm size (SIZE)—has enjoyed little traction in the TALI modelling literature, hence, this paper seeks to redevelop this hypothesis while taking account of prevailing market conditions—capital liquidity and market performance. The study uses a logit framework with interaction effects, to model TALI and receiver operating characteristic (ROC) curve analyses, to assess model performance. The analysis employs a UK sample of 34,661 firm-year observations drawn from 3,105 firms and 1,396 M&A deals over a 30-year period (1987–2016). While acquirers generally seek smaller targets due to transaction cost constraints, we show that the documented negative relation between SIZE and TALI arises from sampling bias. Over a full sample, mid-sized firms are most at risk of takeovers. Additionally, market conditions moderate the SIZE–TALI relationship, with acquirers more inclined to pursue comparatively larger targets when financing costs are low and market growth or sentiment is high. The results are generally robust to endogeneity. Sample truncation on the basis of SIZE, leads to empirical misspecification of the TALI–SIZE relation. In an unbiased sample, an inverse U-shaped specification between TALI and SIZE sufficiently models the underlying relation and leads to improvements in the predictive ability of TALI models. This study advances a new firm size hypothesis which is consistent with classic M&A theories. The study also evidences market conditions as a moderator of the acquirer’s choice of target SIZE. A new model specification which recognises the non-linear relation between TALI and SIZE and accounts for the moderating effect of market conditions on the SIZE-TALI relationship, leads to improvements in the performance of TALI prediction models

Corporate governance structure and climate‐related financial disclosure: conventional banks versus Islamic banks

This paper examines whether the different corporate governance structures of conventional banks (CBs) and Islamic banks (IBs) have varying effects on their respective climate-related disclosure (CRD). Employing a unique dataset of CBs and IBs' CRD and corporate governance structures for the period of 2016–2019, we found that their respective corporate governance structures did indeed affect their CRD in different ways. Our findings suggest that CBs disclose more climate-related information than IBs because IBs focus on Sharia compliance which does not emphasise the protection of the environment, while CBs may be more responsive to shareholders' and stakeholders' demands on climate and environment. These effects were stronger with the quality of governance, that is, CBs disclose more climate-related information with the governance quality, while IBs disclose even less when their governance quality increases. The findings of this study have important implications for climate change, especially the Paris Accord and The 26th Meeting of the Conference of Parties (COP26). There are also policy implications for sustainable financial markets and the financial services sector

Corporate governance transfers: the case of mergers and acquisitions

We study changes in corporate governance around mergers and acquisitions by comparing the ex-post corporate governance of the combined firm with the ex-ante weighted average governance of the bidder and target. We find that when the quality of the bidder governance is better than the target before the acquisition, the ex-post corporate governance quality of the combined firm is better than the ex-ante weighted average of each firm. We document post-acquisition improvement in the combined firm’s board independence, audit committee independence, stock compensation, and minority shareholders protection, proposing that these firm-level attributes serve as potential channels to explain better corporate governance quality of the combined firm. The operating performance of the combined firm also improves when the bidder’s pre-deal governance quality is better than the target. Our results support the portability theory of corporate governance, suggesting that poorly governed targets are better off if acquired by better-governed bidders.</jats:p

Decoupling management inefficiency: Myopia, hyperopia and takeover likelihood

Using combinations of accounting and stock market performance measures, we advance a comprehensive multidimensional framework for modelling management performance. This framework proposes “poor” management, “myopia”, “hyperopia” and “efficient” management, as four distinct attributes of performance. We show that these new attributes align with, and extend, existing frameworks for modelling management short-termism. We apply this framework to test the management inefficiency hypothesis using UK data over the period 1988 to 2017. We find that takeover likelihood increases with “poor” management and “myopia”, but declines with “hyperopia” and “efficient” management. Our results suggest that managers who focus on sustaining long-term shareholders' value, even at the expense of current profitability, are less likely to be disciplined through takeovers. By contrast, managers who pursue profitability at the expense of long-term shareholder value creation are more likely to face takeovers. Finally, we document the role of bidders as enforcers of market discipline

Environmental innovation and takeover performance

Drawing from the resource-based view (RBV), we examine the effect of environmental innovation on mergers and acquisitions (M&As) announcement returns. Using an international sample of M&As for the period of 2003–2021 and an event study methodology, we document that acquirers with higher environmental innovation—innovative acquirers—earn average deal announcement abnormal returns that are 0.10–0.50 percentage points higher than those earned by their non-innovative counterparts. These results are consistent across three important forms of environmental innovation (i.e., product, process, and organizational innovation) and are partly explained by the transfer of environmental innovation from the acquirer to the target. We further find that environmentally innovative acquirers are more likely to engage in majority control and cross-border acquisitions, thus emphasizing the transfer effect. Overall, we contribute to RBV by providing evidence that environmental innovation is a distinctive resource or dynamic capability that is transferable from bidders to targets in the takeover market

From performance to horizon: managements’ horizon and firms’ investment efficiency

Purpose: This study proposes a novel measure for management’s horizon (short-termism or myopia vs long-termism or hyperopia) derived from easily obtainable firm-level accounting and stock market performance data. The authors use the measure to explore the impact of managements’ horizon on firms’ investment efficiency. Design/methodology/approach: The authors rely on two commonly used but uncorrelated measures of management performance: accounting performance (return on capital employed, ROCE) and stock market performance (average abnormal return, AAR). The authors combine these measures to develop a multidimensional framework for performance, which classifies firms into four groups: efficient (high accounting and high market performance), poor (low accounting and low market performance), myopic (high accounting and low market performance) and hyperopic (low accounting and high market performance). The authors validate this framework and deploy it to explore the relationship between horizon and firms’ investment efficiency. Findings: In validation tests, the authors show that management myopia (hyperopia) explains firms’ decision to cut (grow) research and development investments. Further, as expected, myopic (hyperopic) firms are associated with significantly more (less) accrual and real earnings management. The empirical tests on the link between horizon and investment efficiency suggest that myopic managers cut new investments while their hyperopic counterparts grow the same. Ultimately, the authors find that myopia (hyperopia) exacerbates(mitigates) the over-investment of free cash flow problem. Originality/value: The authors introduce a framework for assessing management’s horizon using easily obtainable measures of performance. The framework explains inconsistencies in prior empirical research using different measures of performance (accounting versus market). The authors demonstrate its utility by showing that the measure explains decisions around research and development investment, earnings management and firm investments

Calculative measures of organising and decision-making in developing countries: the case of a quasi-formal organisation in Ghana

Purpose: This paper examines how a “quasi-formal” organisation in a developing country engages in informal means of organising and decision-making through the use of calculative measures. Design/methodology/approach: The paper presents a case study of a large-scale indigenous manufacturing company in Ghana. Data for the study were collected through the use of semi-structured interviews conducted both onsite and off-site, supplemented by informal conversations and documentary analysis. Weber's notions of rationalities and traditionalism informed the analysis. Findings: The paper advances knowledge about the practical day-to-day organisation of resources and the associated substantive rational calculative measures used for decision-making in quasi-formal organisations operating in a traditional setting. Instead of formal rational organisational mechanisms such as hierarchical organisational structures, production planning, labour controls and budgetary practices, the organisational mechanisms are found to be shaped by institutional and structural conditions which result from historical, sociocultural and traditional practices of Ghanaian society. These contextual substantive rational calculative measures consist of the native lineage system of inheritance, chieftaincy, trust and the power concealed within historically established sociocultural practices. Originality/value: This paper is one of a few studies providing evidence of how local and traditional social practices contribute to shaping organising and decision-making activities in indigenous “quasi-formal” organisations. The paper extends our understanding of the nexus between “technical rational” calculative measures and the traditional culture and social practices prevailing in sub-Saharan Africa in general, and Ghana in particular

Internal capabilities, national governance and performance in African firms

We explore the relations between firms’ internal capabilities, national governance quality (NGQ) and performance in the African context using a dataset comprised of 11,183 firm-year observations (1490 unique firms from 15 African countries over a 17-year period). Our study offers new insights into how interlinkages between firms’ internal and external environment, shape corporate success. Specifically, we find that (1) firms’ internal capabilities (captured by financial resource-availability and growth prospects) are critical enablers of performance in both weak and strong institutional environments, (2) individual firms perform well in environments where their peers performs well, (3) NGQ directly enhances aggregate firm performance, and in tandem, the performance of individual firms, and (4) NGQ moderates the capability-performance nexus, by enhancing the translation of growth opportunities into profitability. The results highlight the critical role of firm-level financial resource availability and growth prospects in shaping corporate success in this challenging institutional environment

Intangible investments and voluntary delisting

Drawing on a cost-benefit perspective, this paper explores the relation between information asymmetry and the decision to delist from stock exchanges during periods of uncertainty. Specifically, it investigates the role of firms’ intangible investments and the availability of alternative sources of finance on the decision to delist from foreign stock markets. There is a significant positive relationship between investments in intangible assets and firms’ decision to delist. Moreover, the evidence suggests that the positive intangibles-delisting nexus is accentuated by the availability of alternative sources of financing. Collectively, the results are consistent with the theoretical argument that the higher information asymmetry associated with intangible assets may increase the cost of staying listed on stock exchanges, particularly, in periods of uncertainty (captured in this study by accounting fraud allegations targeting cross-listed firms). The results have important implications for corporate managers, capital market participants, and policy makers