Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 78

The wave of M&A activity in the 1980s differed from others in two important ways: the relatively high volumes of hostile takeovers and of leveraged buyouts. Arguments prominently associated with Michael Jensen suggest that this was a decade of the disciplinary response of investors to the mounting agency costs of entrenched managements. Agency costs are inefficiencies arising from such things as self-interested risk management,⁷ perquisites, and lax attention. These costs accumulate because of the failure of directors to monitor and control the management of the firm in the best interests of its shareholders. Shareholders bear the costs of agency problems in the form of depressed share prices. Taking over the firm and restoring it to more efficient operation rewards new management with profits in the form of dividends and capital gains.

A great deal of empirical evidence is consistent with this view. Chapter 6 summarizes findings that restructuring and redeployment of assets is profitable to investors. Chapter 20 surveys studies that report gains from leveraged buyouts and highly levered transactions. Holmstrom and Kaplan (2001) summarize findings that the 1980s were a wave of corrective M&A.

But did these corrective forces appear only in the 1980s and not in the other waves? The profit-seeking behavior should always be present. And what about the clustering of M&A activity within industries, or mergers between firms that are well governed? Still, the agency theory raises useful questions for the practitioner:

 How efficient are my firm and the potential buyers and targets in its arena? Efficiency is a fundamental gauge to explaining who will be buyers and targets. The more efficient take over the less efficient firms.

 To what extent do governance problems contribute to differences in efficiency? The quality of governance of a firm should be a telltale for the firm’s efficiency. Chapter 26 summarizes research findings that good governance pays and summarizes dimensions on which one could assess the quality of governance.