MBO Financing Risks And Managers\u27 Use Of Anti-Takeover Measures

In a management buyout (MBO) offer, managers have an incentive to offer stockholders a price low enough to compensate them for the risks of increasing their equity ownership in a highly leveraged buyout firm. As these risks increase, managers are more likely to combine their offer with an anti-takeover measure. These measures do not protect a low offer, but do result in a higher takeover price when managers are unwilling to match a competitive offer. Such measures, then, benefit shareholders

Managing precarity? Civil society groups and donor retreat in the Eastern Caribbean

Money is a crucial, yet contested aspect of global development. This article focuses on the monetary flows connected to civil society organisations (CSOs). CSOs have traditionally been conceptualised at the bottom of vertical aid chains, exemplifying their dependence on international donors. The retreat of traditional donors from regions such as the Caribbean has the potential to alter the way CSOs operate and their engagement in development activities. Based on empirical research with CSOs in Barbados and Grenada this paper explores the perceived impact of donor withdrawal from the region and discusses three key strategies civil society groups employ in this context. The paper argues that despite feeling increasingly vulnerable, civil society groups are responding by continuing to creatively draw on diverse social, emotional and financial resources to manage this precarity. However, some of these efforts add to the insecurity felt by civil society groups further increasing their fragility. This paper then aims to add to the body of work that is re-evaluating different aspects of global development finance in changing financial times

The Influence of Professional Investors on the Failure of Management Buyout Attempts

In a sample of 111 MBO offers between 1984 and 1987, almost 30% attract new blockholders. These blockholders are primarily professional investors who act to facilitate a takeover by a higher bidder, thus increasing returns to both themselves and other public shareholders. In contrast, I find little evidence that pre-existing blockholders, particularly institutional holders, affect either the offer outcome or actively participate in the buyout contest once it begins. The overall pattern of results suggests that professional investors, particularly equity-holding companies, are \u27control specialists\u27 who provide valuable services as brokers in the market for corporate control

Upheaval in the Boardroom: Outside Director Public Resignations, Motivations, and Consequences

We investigate the motives and circumstances surrounding outside directors\u27 decisions to publicly announce their board resignations. Directors who leave quietly are in their mid-sixties and professional directors, i.e., retirees, who are retiring entirely from professional life. Directors who announce their resignation are in their mid-fifties and active professionals. Half the time they say they are leaving because they are busy. These directors leave from firms with some weakness in their performance, but with no overt manifestations of cronyism such as excessive compensation of either the CEO or directors. The other half of the time directors leave while publicly criticizing the firm. These directors are finance professionals who were members of the audit and compensation committees. They resign from firms with weak boards and financial performance with evidence that managers have manipulated earnings upwards. Public criticism appears to pressure these boards to make management changes associated with improved stock price performance. We conclude that while such public resignations are motivated by the reputational concerns of directors, they can act as a disciplining device for poor board performance

The Structure of Debt and Active Equity Investors: The Case of the Buyout Specialist

This paper examines the role buyout specialists play in structuring the debt used to finance the LBO and in monitoring management in the post-LBO firm. We find that when buyout specialists control the majority of the post-LBO equity, the LBO transaction is likely to be financed with less short-term and/or senior debt and less likely to experience financial distress. We also find that buyout specialists have greater board representation on smaller boards, suggesting that they actively monitor managers, and that for these transactions, using debt with tighter terms does not significantly increase the firm\u27s performance. In contrast, in all other transactions using such debt does significantly increase the firm\u27s performance. These findings suggest that active monitoring by a buyout specialist substitutes for tighter debt terms in monitoring and motivating managers of LBOs

Managers’ Incentives to Manipulate Earnings in Management Buyout Contests: An Examination of How Corporate Governance and Market Mechanisms Mitigate Earnings Management

In an MBO contest, managers offer to buy the firm from public shareholders at a premium to the current market price and thus have incentives to buy the firm “cheap.” Prior studies have found evidence that managers, on average, manipulate earnings downward prior to an MBO offer in an attempt to convince shareholders that their offer is fair. We extend this finding by attempting to explain the substantial cross sectional variation in the degree of manipulation across firms reported in these earlier studies. We find that boards with more independent directors and higher levels of incentive based compensation for the CEO act to discourage such manipulation. Additionally, our results show that some shareholders, minority and preexisting large outside blockholders, appear to be misled by the manipulation. However, new blockholders that acquire large shareholdings in the year before the offer are not. We also discover that managers are more likely to revise their bid upwards when the manipulation is most severe and that these new blockholders put pressure on managers to make these revisions. Finally, we investigate whether the manipulation has an impact on the final buyout contest outcome. We find that downward manipulation does not prevent managers from retaining control of the firm; however, they pay a higher premium

Do Outside Blockholders Influence Corporate Governance Practices?

This study investigates whether block acquisitions lead to changes in board and CEO compensation characteristics and finds that block purchasers do not play a significant role in improving the firm’s governance practices. However, the majority of professional investors have sold their block within a year, suggesting that they do not own their stock long enough to alter governance policies nor to benefit from such changes. For the smaller number of firms where a new blockholder maintains their investment for more than a year, the use of equity based CEO compensation increases while the use of cash based compensation decreases

The Carrot versus the Stick: The Role of Incentive Compensation and Debt Obligations in the Success of LBOs

In a sample of 59 LBOs from 1984 to 1989, this study shows that, on average, the CEO is awarded more stock options as part of his/her post-leveraged buyout (LBO) compensation contract and that total cash compensation as a percentage of total assets is also higher after the LBO. However, the CEO is not more likely to change as a result of the LBO. Thus LBOs are used to restructure poorly designed incentives rather than to replace poorly performing CEOs. This study also finds that as the percentage of stock options awarded to the CEO increases, the likelihood of subsequent financial distress for the LBO decreases. Thus the restructured incentives contribute to the success of the LBO