IDEAS home Printed from https://ideas.repec.org/a/eee/mulfin/v40y2017icp14-32.html
   My bibliography  Save this article

The value implications of target debt issuance in withdrawn takeovers: What role do country-specific M&A regulations play?

Author

Listed:
  • Jandik, Tomas
  • Lallemand, Justin
  • McCumber, William

Abstract

Under the implicit assumption of well-developed capital markets and strong investor protection, finance theory predicts that managers of target firms will respond to a takeover threat by increasing firm leverage. Leverage increases target management’s negotiating position with the bidder, potentially thwarting the acquisition altogether. Target management should therefore have less incentive to increase leverage where investor protections are weak and financial regulations favor incumbents. Examining changes in firm leverage in an international sample of target firms, we find that targets significantly increase leverage around takeover attempts, but only in countries with well-developed capital markets and strong investor protections. These target firms realize negative abnormal returns around debt issuance announcements, especially those between takeover announcement and withdrawal. Further, target shareholders suffer significantly negative long-term returns after the takeover bid is withdrawn. Negative returns are significantly mitigated, but not eliminated, with high performance target managers in place.

Suggested Citation

  • Jandik, Tomas & Lallemand, Justin & McCumber, William, 2017. "The value implications of target debt issuance in withdrawn takeovers: What role do country-specific M&A regulations play?," Journal of Multinational Financial Management, Elsevier, vol. 40(C), pages 14-32.
  • Handle: RePEc:eee:mulfin:v:40:y:2017:i:c:p:14-32
    DOI: 10.1016/j.mulfin.2017.02.002
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S1042444X16300470
    Download Restriction: Full text for ScienceDirect subscribers only

    File URL: https://libkey.io/10.1016/j.mulfin.2017.02.002?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. Isil Erel & Yeejin Jang & Michael S. Weisbach, 2015. "Do Acquisitions Relieve Target Firms’ Financial Constraints?," Journal of Finance, American Finance Association, vol. 70(1), pages 289-328, February.
    2. Weisbach, Michael S., 1993. "Corporate governance and hostile takeovers," Journal of Accounting and Economics, Elsevier, vol. 16(1-3), pages 199-208, April.
    3. Miguel A. Ferreira & Massimo Massa & Pedro Matos, 2010. "Shareholders at the Gate? Institutional Investors and Cross-Border Mergers and Acquisitions," The Review of Financial Studies, Society for Financial Studies, vol. 23(2), pages 601-644, February.
    4. Morellec, Erwan & Zhdanov, Alexei, 2008. "Financing and takeovers," Journal of Financial Economics, Elsevier, vol. 87(3), pages 556-581, March.
    5. Sanford J. Grossman & Oliver D. Hart, 1982. "Corporate Financial Structure and Managerial Incentives," NBER Chapters, in: The Economics of Information and Uncertainty, pages 107-140, National Bureau of Economic Research, Inc.
    6. Jensen, Michael C, 1986. "Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers," American Economic Review, American Economic Association, vol. 76(2), pages 323-329, May.
    7. Rafael La Porta & Florencio Lopez-de-Silanes & Andrei Shleifer & Robert W. Vishny, 1998. "Law and Finance," Journal of Political Economy, University of Chicago Press, vol. 106(6), pages 1113-1155, December.
    8. Walter Novaes, 2003. "Capital Structure Choice When Managers Are in Control: Entrenchment versus Efficiency," The Journal of Business, University of Chicago Press, vol. 76(1), pages 49-82, January.
    9. Matthew T. Billett & Hui Xue, 2007. "The Takeover Deterrent Effect of Open Market Share Repurchases," Journal of Finance, American Finance Association, vol. 62(4), pages 1827-1850, August.
    10. Mikkelson, Wayne H. & Partch, M. Megan, 1986. "Valuation effects of security offerings and the issuance process," Journal of Financial Economics, Elsevier, vol. 15(1-2), pages 31-60.
    11. John E. Core & Wayne R. Guay & Tjomme O. Rusticus, 2006. "Does Weak Governance Cause Weak Stock Returns? An Examination of Firm Operating Performance and Investors' Expectations," Journal of Finance, American Finance Association, vol. 61(2), pages 655-687, April.
    12. Djankov, Simeon & La Porta, Rafael & Lopez-de-Silanes, Florencio & Shleifer, Andrei, 2008. "The law and economics of self-dealing," Journal of Financial Economics, Elsevier, vol. 88(3), pages 430-465, June.
    13. Gerald T. Garvey & Gordon Hanka, 1999. "Capital Structure and Corporate Control: The Effect of Antitakeover Statutes on Firm Leverage," Journal of Finance, American Finance Association, vol. 54(2), pages 519-546, April.
    14. Zwiebel, Jeffrey, 1996. "Dynamic Capital Structure under Managerial Entrenchment," American Economic Review, American Economic Association, vol. 86(5), pages 1197-1215, December.
    15. Jandik, Tomas & Makhija, Anil K., 2005. "Debt, debt structure and corporate performance after unsuccessful takeovers: evidence from targets that remain independent," Journal of Corporate Finance, Elsevier, vol. 11(5), pages 882-914, October.
    16. Agrawal, Anup & Knoeber, Charles R., 1996. "Firm Performance and Mechanisms to Control Agency Problems between Managers and Shareholders," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 31(3), pages 377-397, September.
    17. Myers, Stewart C. & Majluf, Nicholas S., 1984. "Corporate financing and investment decisions when firms have information that investors do not have," Journal of Financial Economics, Elsevier, vol. 13(2), pages 187-221, June.
    18. Harford, Jarrad & Klasa, Sandy & Walcott, Nathan, 2009. "Do firms have leverage targets? Evidence from acquisitions," Journal of Financial Economics, Elsevier, vol. 93(1), pages 1-14, July.
    19. Tomas Jandik & Justin Lallemand, 2017. "Do Capital Structure Adjustments by Takeover Targets Influence Acquisition Gains?," The Financial Review, Eastern Finance Association, vol. 52(2), pages 171-198, May.
    20. Lang, Larry H. P. & Stulz, ReneM. & Walkling, Ralph A., 1989. "Managerial performance, Tobin's Q, and the gains from successful tender offers," Journal of Financial Economics, Elsevier, vol. 24(1), pages 137-154, September.
    21. Anup Agrawal & Charles R. Knoeber, "undated". "Firm Performance and Mechanisms to Control Agency Problems between Managers and Shareholders (Revision of 29-94)," Rodney L. White Center for Financial Research Working Papers 8-96, Wharton School Rodney L. White Center for Financial Research.
    22. Harris, Milton & Raviv, Artur, 1988. "Corporate control contests and capital structure," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 55-86, January.
    23. Billett, Matthew T & Flannery, Mark J & Garfinkel, Jon A, 1995. "The Effect of Lender Identity on a Borrowing Firm's Equity Return," Journal of Finance, American Finance Association, vol. 50(2), pages 699-718, June.
    24. Fama, Eugene F & French, Kenneth R, 1992. "The Cross-Section of Expected Stock Returns," Journal of Finance, American Finance Association, vol. 47(2), pages 427-465, June.
    25. Stewart C. Myers & Nicholas S. Majluf, 1984. "Corporate Financing and Investment Decisions When Firms Have InformationThat Investors Do Not Have," NBER Working Papers 1396, National Bureau of Economic Research, Inc.
    26. Stulz, ReneM., 1988. "Managerial control of voting rights : Financing policies and the market for corporate control," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 25-54, January.
    27. Servaes, Henri, 1991. "Tobin's Q and the Gains from Takeovers," Journal of Finance, American Finance Association, vol. 46(1), pages 409-419, March.
    28. Berger, Philip G & Ofek, Eli & Yermack, David L, 1997. "Managerial Entrenchment and Capital Structure Decisions," Journal of Finance, American Finance Association, vol. 52(4), pages 1411-1438, September.
    29. Assem Safieddine & Sheridan Titman, 1999. "Leverage and Corporate Performance: Evidence from Unsuccessful Takeovers," Journal of Finance, American Finance Association, vol. 54(2), pages 547-580, April.
    30. Paul Povel & Rajdeep Singh, 2010. "Stapled Finance," Journal of Finance, American Finance Association, vol. 65(3), pages 927-953, June.
    31. Jandik, Tomas & Lallemand, Justin, 2014. "Value impact of debt issuances by targets of withdrawn takeovers," Journal of Corporate Finance, Elsevier, vol. 29(C), pages 475-494.
    32. Billett, Matthew T. & Ryngaert, Mike, 1997. "Capital structure, asset structure and equity takeover premiums in cash tender offers," Journal of Corporate Finance, Elsevier, vol. 3(2), pages 141-165, April.
    33. Israel, Ronen, 1992. "Capital and Ownership Structures, and the Market for Corporate Control," The Review of Financial Studies, Society for Financial Studies, vol. 5(2), pages 181-198.
    34. Laurie Simon Bagwell, 1991. "Share Repurchase and Takeover Deterrence," RAND Journal of Economics, The RAND Corporation, vol. 22(1), pages 72-88, Spring.
    35. Anup Agrawal & Charles R. Knoeber, "undated". "Firm Performance and Mechanisms to Control Agency Problems between Managers and Shareholders (Revision of 29-94)," Rodney L. White Center for Financial Research Working Papers 08-96, Wharton School Rodney L. White Center for Financial Research.
    36. Nenova, Tatiana, 2006. "Takeover laws and financial development," Policy Research Working Paper Series 4029, The World Bank.
    37. Houston, Joel & James, Christopher, 1996. "Bank Information Monopolies and the Mix of Private and Public Debt Claims," Journal of Finance, American Finance Association, vol. 51(5), pages 1863-1889, December.
    38. Palepu, Krishna G., 1986. "Predicting takeover targets : A methodological and empirical analysis," Journal of Accounting and Economics, Elsevier, vol. 8(1), pages 3-35, March.
    39. Jensen, Michael C, 1988. "Takeovers: Their Causes and Consequences," Journal of Economic Perspectives, American Economic Association, vol. 2(1), pages 21-48, Winter.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Rexford Attah‐Boakye & Yilmaz Guney & Elvis Hernandez‐Perdomo & Johnathan Mun, 2021. "Why do some merger and acquisitions deals fail? A global perspective," International Journal of Finance & Economics, John Wiley & Sons, Ltd., vol. 26(3), pages 4734-4776, July.
    2. Dang, Man & Henry, Darren & Thai, Hong An & Vo, Xuan Vinh & Mazur, Mieszko, 2022. "Does policy uncertainty predict the death of M&A deals?," Finance Research Letters, Elsevier, vol. 46(PB).
    3. Gao, Zaihan & Bao, Yue, 2022. "Do acquirers of mega mergers prefer to improve debt level? An investigation on mega deals and leverage change," Finance Research Letters, Elsevier, vol. 47(PB).

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Jandik, Tomas & Lallemand, Justin, 2014. "Value impact of debt issuances by targets of withdrawn takeovers," Journal of Corporate Finance, Elsevier, vol. 29(C), pages 475-494.
    2. Jandik, Tomas & Makhija, Anil K., 2004. "Debt, Debt Structure and Corporate Performance after Unsuccessful Takeovers: Evidence from Targets that Remain Independent," Working Paper Series 2005-6, Ohio State University, Charles A. Dice Center for Research in Financial Economics.
    3. Jandik, Tomas & Makhija, Anil K., 2005. "Debt, debt structure and corporate performance after unsuccessful takeovers: evidence from targets that remain independent," Journal of Corporate Finance, Elsevier, vol. 11(5), pages 882-914, October.
    4. Jandik, Tomas & Makhija, Anil K., 2005. "The Impact of the Structure of Debt on Target Gains," Working Paper Series 2005-5, Ohio State University, Charles A. Dice Center for Research in Financial Economics.
    5. Tomas Jandik & Anil K. Makhija, 2005. "Leverage and the Complexity of Takeovers," The Financial Review, Eastern Finance Association, vol. 40(1), pages 95-112, February.
    6. Martynova, M., 2006. "The market for corporate control and corporate governance regulation in Europe," Other publications TiSEM 8651e281-4914-41f2-ac14-1, Tilburg University, School of Economics and Management.
    7. Howell, Jann C. & Stover, Roger D., 2002. "How much do governance and managerial behavior matter in investment decisions? Evidence from failed thrift auctions," Journal of Corporate Finance, Elsevier, vol. 8(3), pages 195-211, July.
    8. Martynova, Marina & Renneboog, Luc, 2009. "What determines the financing decision in corporate takeovers: Cost of capital, agency problems, or the means of payment?," Journal of Corporate Finance, Elsevier, vol. 15(3), pages 290-315, June.
    9. Dutordoir, Marie & Strong, Norman & Ziegan, Marius C., 2014. "Does corporate governance influence convertible bond issuance?," Journal of Corporate Finance, Elsevier, vol. 24(C), pages 80-100.
    10. Hubert Bruslerie & Luminita Enache, 2023. "The dynamics of leverage of newly controlled target firms: evidence after an acquisition," Review of Quantitative Finance and Accounting, Springer, vol. 61(2), pages 411-445, August.
    11. Jayati Sarkar & Subrata Sarkar, 2005. "Debt and corporate governance in emerging economies: Evidence from India," Indira Gandhi Institute of Development Research, Mumbai Working Papers 2005-007, Indira Gandhi Institute of Development Research, Mumbai, India.
    12. Lixiong Guo & Patrick Lach & Shawn Mobbs, 2015. "Tradeoffs between Internal and External Governance: Evidence from Exogenous Regulatory Shocks," Financial Management, Financial Management Association International, vol. 44(1), pages 81-114, March.
    13. Hossain, Mahmud & Prevost, Andrew K. & Rao, Ramesh P., 2001. "Corporate governance in New Zealand: The effect of the 1993 Companies Act on the relation between board composition and firm performance," Pacific-Basin Finance Journal, Elsevier, vol. 9(2), pages 119-145, April.
    14. Doukas, John A. & Pantzalis, Christos, 2003. "Geographic diversification and agency costs of debt of multinational firms," Journal of Corporate Finance, Elsevier, vol. 9(1), pages 59-92, January.
    15. Walter Novaes, 2002. "Managerial Turnover and Leverage under a Takeover Threat," Journal of Finance, American Finance Association, vol. 57(6), pages 2619-2650, December.
    16. Hussein Abedi Shamsabadi & Byung-Seong Min & Richard Chung, 2016. "Corporate governance and dividend strategy: lessons from Australia," International Journal of Managerial Finance, Emerald Group Publishing Limited, vol. 12(5), pages 583-610, October.
    17. Joseph P. Hughes & Choon-Geol Moon & William W. Lang & Michael S. Pagano, 2001. "Managerial Incentives and the Efficiency of Capital Structure," Departmental Working Papers 200102, Rutgers University, Department of Economics.
    18. Rizov, Marian, 2008. "Corporate capital structure and how soft budget constraints may affect it," EconStor Open Access Articles and Book Chapters, ZBW - Leibniz Information Centre for Economics, vol. 22(4), pages 648-684.
    19. Martynova, M. & Renneboog, L.D.R., 2005. "Takeover Waves : Triggers, Performance and Motives," Discussion Paper 2005-029, Tilburg University, Tilburg Law and Economic Center.
    20. Fernando Lefort & Eduardo Walker, 2005. "The Effect of Corporate Governance Practices on Company Market Valuation and Payout Policy in Chile," Research Department Publications 3210, Inter-American Development Bank, Research Department.

    More about this item

    Keywords

    International takeovers; Debt issuance; Financial regulation; M&A gains;
    All these keywords.

    JEL classification:

    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • F39 - International Economics - - International Finance - - - Other

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:eee:mulfin:v:40:y:2017:i:c:p:14-32. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Catherine Liu (email available below). General contact details of provider: http://www.elsevier.com/locate/mulfin .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.