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Using the staggered adoption of takeover laws, this study examines implications of takeover threats on earnings management around the world. I find that the enactment of takeover legislation leads to increased earnings management (abnormally high accruals, target beating, and poor accruals quality). Results are driven by underperforming managers with higher turnover risk in countries with high increases in turnover sensitivity to performance, indicating job security concerns as the channel through which takeover laws increase earnings management. Furthermore, results are strongest in countries with weak investor protection, where existing governance mechanisms are weaker and earnings management is more prevalent. Moreover, regulation provisions that most directly increase takeover threats experience greater earnings management responses. Additionally, I show that accounting restatements and fraud scandals become more frequent following takeover legislation. Overall, I provide evidence that takeover reforms, although enhancing discipline of underperforming managers, inadvertently incentivize accounting manipulation due to heightened job security concerns. JEL Classifications: G34; G38; K22; M41; M43. [ABSTRACT FROM AUTHOR]

The Competition Commission of India's (CCI) journey with "control" has been the subject of much discussion in Indian competition law circles. As we witness an increase in reliance on technology as well as a consolidation in conventional industries, both catalyzed by the Covid-19 pandemic, there is a marked increase of activity in the Indian merger market. It is therefore crucial for businesses contemplating mergers and acquisitions, to have a clear sense of the hurdles they need to cross, particularly if the merger activity in question falls in the same or a related industry. The CCI would thus need to provide clarity on what constitutes control, and when transacting parties should approach the CCI. The CCI must also be transparent about control transactions resulting in anti-competitive effects. This paper proposes that the CCI provide guidance on what amounts to control, from the perspectives of both notifiability and competitive effects, to resolve the CCI's control quandary. [ABSTRACT FROM AUTHOR]

This review intends to provide the reader with a general overview of the most recent work by Alexandr Svetlicinii: Chinese State Owned Enterprises and EU Merger Control. To this end, this review is divided into three major parts: (i) an introductory part, where the scope and relevance of the theme are presented; (ii) a second part containing a brief analysis of the book’s structure and content; and (iii) a conclusive critical analysis. [ABSTRACT FROM AUTHOR]

The Department of Justice and the Federal Trade Commission have largely abdicated their role to scrutinize and challenge mergers in zero-priced industries. This abdication derives from a Chicago School assumption that concentration in these industries will not lead to consumer harm. Due to the agencies’ hands-off approach to merger review, the digital economy is rapidly concentrating as firms are permitted to acquire their competitors with no meaningful antitrust supervision. Increased consolidation of ownership is evident in the dating app industry. One firm has acquired twenty-five rival dating apps in the past decade and now operates over forty-five distinct dating sites, including Tinder, OkCupid, and Hinge. In this Note, I argue that increased concentration and decreased competition in the dating app sector can lead to three types of consumer harm: price discrimination, deterioration of quality, and reduced data privacy. [ABSTRACT FROM AUTHOR]

The changing global scenario and sustainability of banks implead amalgamation in the banking industry as a corporate strategy. It enhances their financial and operational strengths, maximizes their global reach, helps them achieve synergy by combining business activities, improves performance and reduces costs. This paper focuses on the six-way horizontal merger between State Bank of India (SBI) and its five associate banks and Bharatiya Mahila Bank which catapulted the SBI group to the top 50 banks of the world. The objective is to assess the impact of SBI merger with its associate banks, their position before and after the merger, find out the reasons behind the merger and study the advantages offered by the merger. The authors conclude that though as per the Earnings per Share (EPS) there is dilution and no competitive advantage obtained due to the merger, the other motives such as enhanced productivity, multi-dimensional banking, increased operational efficiency and customer delights will be advantageous to the evolved entity. Overall, integration of investments and treasuries will bring cost-saving and synergy in this era of megamergers. [ABSTRACT FROM AUTHOR]

The article discusses the stockholders of acquiring firms, particularly the effect that corporate merger regulations as laid out by the U.S. government have on those firms. Of particular interest here are the Williams Amendments to the U.S. Tax Reform Act of 1969, the Accounting Principles Board (APB) Opinions 16 and 17, and the U.S. Securities and Exchange Commission's accounting disclosure rules. The article concludes that for the corporate mergers that were studied here, the Williams Amendments are most associated with negative abnormal stock returns.

The article presents U.S. legal developments in marketing relative to the regulation of monopolistic methods. In 1977 the Federal Trade Commission (FTC) challenged the proposed acquisition by Tenneco of Monroe Auto Equipment Co. The FTC alleged that Tenneco controlled approximately 36% of the domestic market for exhaust system parts. In reference to collusive practices the California Computer Products v. International Business Machines, the David M. Barry, M.D., v. St. Paul Fire and Marine Co., and the Illinois Brick Co. v. Illinois cases are cited. In reference to market exclusion the United States v. Professional Society of Engineers, the Surety Title Insurance v. Virginia State Bar, and the Central Bank of Clayton v. Clayton Bank cases are cited among others.

The article presents a comparative analysis of international corporate restructuring and global competitiveness. Patterns of corporate restructuring display considerable variation by nation. The variation appears to result from the domestic focus of restructuring strategies and their sensitivity to domestic, particularly labor market, characteristics. Restructuring strategies pursued by Japan, multinational firms appear to offer the most significant and enduring competitive benefits. This is because the most widely adopted strategies have their principal impact on proprietary and internalization factors. U.S. corporate emphasis has been on overcoming locational disadvantages and restoring conditions for competitive operation in the home market.

This article looks at the requirement of the U.S. Financial Accounting Standards Board (FASB) Statement Number 90 called Consolidation of All Majority-owned Subsidiaries in order to examine whether consolidated statements meet the financial information needs of lenders to parent companies. FASB Statement No. 94 requires that all majority-owned subsidiaries, including highly leveraged finance subsidiaries, be included in consolidation unless control is likely to be temporary or doe snot rest with the majority owner. The FASB has recognized, in Statement 94, the need for a parent company's shareholders to have information about the affiliated group in which they have invested. The first section of this paper describes the research issues and proposes two hypotheses to test the Board's claim that consolidated statements, because they eliminate off-balance-sheet financing and the corresponding potential to mislead financial statement users, provide information more relevant to lenders than equity-method parent company statements. The second edition describes the study's sample. The research approach and empirical results are presented in the third section. A summary and conclusions follow.

The article presents information on legal developments in marketing relative to the regulation of monopolistic methods. Regarding market control, the article discusses United States v. Third National Bank in Nashville, et al., and William B. Camp, Comptroller of the Currency (Intervener) where the Third Bank was required by the U.S. government to establish a new bank with the proceeds of an acquisition of Nashville Bank and Trust Co.. The article gives some details of the settlement. In regard to collusive practices, the article discusses Pacific Seafarers, Inc. et al., v. Pacific Far East Line, Inc., et al. as it pertains to violations of Sections 1 and 2 of the Sherman Act.

Widespread interest was attracted by the "Great Debate" in 1967 between John Kenneth Galbraith and Walter Adams, Willard Mueller, and Donald Turner on the question "Are Planning and Regulation Replacing Competition in the New Industrial State?" Many of Galbraith's points are worthy of careful consideration, contrary to the antagonism shown his ideas by numerous students of economics and marketing. This article examines some of the poignant issues he raised relative to firm size and merger policy. [ABSTRACT FROM AUTHOR]

The impact of a government economic policy is an extremely complex question, but obviously an important one for rational decision making by enforcement agencies and firms. Facts on the real productivity of mergers are slowly coming to light, gradually replacing a sizable folklore on the sources and magnitude of merger success. Relating marketing, mergers, and the present value of the firm, this article summarizes merger-policy enforcement patterns, some evidence on profitability and scale, and the financial performance of mergers. With particular reference to large mergers, questions are raised as to the social costs and benefits of an even more stringent merger policy. [ABSTRACT FROM AUTHOR]

The article presents information on legal developments in marketing relative to the regulation of monopolistic methods. In regard to market control, the article discusses Federal Trade Commission (FTC) v. International Paper Company as it relates to section 7 of the Clayton Act and the FTC's injunction in the matter of a merger. Regarding collusive practices, the article discusses William Radovich v. National Football League and the exemption of professional sports from the Sherman Act.

Research Summary: We examine the performance impact of corporate political strategies by analyzing the relationships among firms and various government institutions. While a firm's political connections to a focal government with decision‐making authority enhance performance, connections to a rival government competing with the focal government harm performance, particularly when the rivalry is intense. Firms can neutralize the negative effect from this political rivalry by using direct or indirect connections to a constraining government with power over the focal government. We find support for our conjectures based on an analysis of interactions among Chinese steel firms and the central and provincial governments in acquisition decisions during the industry's consolidation period of 1999–2010. Managerial Summary: Firms invest in political capital in order to influence public policies in their favor. However, the government is a not a monolithic entity and the relationships among various government institutions can alter and even reverse the effects of a firm's political strategy. This research shows that a firm's political connections can be both an asset and a liability. That is, although firms benefit from their connections to governments with decision‐making authority, they can be caught in the crossfire when there is a rivalry between governments. Furthermore, our research suggests that firms can cope with the negative impact from political rivalry by taking advantage of the structural relationships within the political system and influencing governments that have constraining power. [ABSTRACT FROM AUTHOR]

The author tells the tale of her journey to discover the synergy between equity and efficiency. [ABSTRACT FROM AUTHOR]

This is an overview of EU merger control in 2017. We begin by highlighting the main developments and then discuss these and other developments in greater detail. [ABSTRACT FROM AUTHOR]

This paper investigates whether the determinants of mergers and acquisitions (M&A) inflows are different from those of outflows in emerging Asia. We use an augmented gravity model with bilateral cross-border M&A data from 2000 to 2015 for 13 emerging Asian countries. We find that the stock market size of the source country matters for both M&A inflows and outflows. In addition, the motives of firms seeking foreign markets, natural resources, and lower labor costs drive both M&A inflows and outflows. Finally, both the bank credit and the stock market liquidity of the source country play important roles in M&A inflows only, not in M&A outflows. [ABSTRACT FROM AUTHOR]

This article establishes the thesis that the notion of "significant" in the SIEC test of the European Merger Control Regulation lacks a clear legal concept in the current decisional practice. Antitrust economists and authorities have developed a set of theories of harm and have constantly refined them. Yet these theories often do not explain when certain price-effects or other implications of a merger have reached an intensity that is "significant" in the meaning of Article 2 EU Merger Regulation (EUMR).1 This renders the notion of significance a "known unknown" in legal terms. It is argued here that this legal uncertainty as to the relevant definition of "significant" has led to an increase in discretion in the handling of merger cases, a bias toward the detrimental effects of mergers, and a deflation of potential efficiency considerations. The article purports that, as a consequence, mergers are often treated similarly to cartels in concentrating on the elimination of competition and regarding efficiencies as a rare exemption for which the parties carry the burden of proof. Against this background, it shall be attempted to construe a unitary concept of significance that integrates efficiency analysis and includes a differentiated allocation of the burdens of proof for procompetitive and anticompetitive effects of mergers. [ABSTRACT FROM AUTHOR]

In this paper, we aim to investigate whether different segments of beer products can constitute a separate relevant product market within the framework of competition law. This question gained importance when the merger between Anheuser-Busch InBev and SABMiller became subject to a Phase II investigation by the Turkish Competition Authority in March 2016, which ultimately ended with an unconditional clearance decision, based on an intact "beer" market, recognizing that the relevant product market regarding beer brands in Turkey must be wider than the premium segment. To answer the research question above concerning relevant product market definition, we implement a Hypothetical Monopolist Test in two steps. In the first step, the aggregate price elasticity of demand for the premium segment is estimated econometrically by using a nested logit demand model. This model tests whether products in the same group are closer substitutes than products in different groups. We conclude that the correlation of beers within the same group is not statistically significant. Since the data in our study are obtained at the retail level, the price elasticity of demand at the brewer level is derived from the estimate at the retailer level by using very conservative assumptions with regard to the passthrough rates. In the second step, the hypothetical monopolist test is implemented by using the critical elasticity which is calculated by using the profit margins for the premium beer segment at brewer/supplier level under both 5 percent and 10 percent SSNIP. It is seen that the actual elasticity of demand for the premium segment is larger than the critical elasticity (in absolute value) under both scenarios. These findings show that the relevant product market regarding beer brands in Turkey must be wider than the premium segment. [ABSTRACT FROM AUTHOR]

If Brexit involves leaving the EEA, UK competition law will stand but come under strain as efficiencies of integrated policy are lost. For example, dual UK/EU scrutiny of international mergers will be needed. Scope for UK and EU competition law to diverge would open up, but that has costs as well as possible benefits. Merger policy should retain the competition foundations it now has, and not go back towards the politics of the 'public interest'. [ABSTRACT FROM AUTHOR]

The article presents information on legal developments in marketing relative to the regulation of monopolistic methods. In regard to market control, the article discusses the issue of parent corporation liability (Jim Walter Corporation) in an action against a subsidiary involved in an acquisition. The Jim Walter Corp. protested the action, alleging it violated Section 7 of the Clayton Act. The U.S. Federal Trade Commission's rejection of the argument is detailed in the article. In regard to collusive practices, the article discusses National Society of Professional Engineers v. United States, where the National Society of Professional Engineers adopted a canon of ethics that forbade its members from submitting competitive bids to customers, which is discussed in terms of the Sherman Act.

The article presents U.S. legal developments in marketing relative to the regulation of monopolistic methods. In reference to market control the United States v. Telephone and Telegraph Corp., the United States v. International Telephone and Telegraph Corp. and the Hartford Fire Insurance Co., and the United States v. R. J. Reynolds Tobacco Co. cases are cited among others.

Research summary: In the context of economic nationalism, we investigate the relevance of political affinity between countries to the initial acquisition premium offered in cross-border acquisitions. Political affinity is defined as the similarity of national interests in global affairs. We argue that political affinity affects how foreign acquirers anticipate their bargaining position in their negotiations with domestic target firms. With decreasing political affinity, the host government becomes increasingly likely to intervene against foreign firms in an acquisition deal. Consequently, foreign acquirers need to provide a more lucrative initial offer to dissuade target firms from leveraging government intervention to oppose the acquisition. Our prediction is supported by strong evidence that political affinity, as revealed by UN general assembly voting patterns, leads to lower initial acquisition premiums. Managerial summary: Media reports suggest that politics plays an important role in international business transactions. However, we still know very little about how bilateral political relations affect corporate decision-making. In this article, we analyze the influence of the quality of bilateral political relations on the bidding behavior of foreign acquirers in cross-border acquisitions. We argue that the host government is more likely to intervene against the foreign acquirer during deal negotiations if the quality of bilateral political relations is poor. A lower political affinity between countries therefore decreases the bargaining power of the acquirer and pushes up the initial bid premium the acquirer has to offer to the local target. Our empirical results confirm our argument. Copyright © 2015 John Wiley & Sons, Ltd. [ABSTRACT FROM AUTHOR]

The research analyses the legal effects of mergers and acquisitions from the Romanian Company Law perspective, underlining certain general principles, the procedure of annulment of such a legal transformation of companies and the protection of the employees of companies participating in the merger according to the Law no. 67/2006. These consequences of mergers and acquisions are to be seen in the broader light of the most important purpose of this legal instrument, maximizing financial and organizational efficiencies, thus legal certainty is a desirable goal to be assumed by any merger regulation. [ABSTRACT FROM AUTHOR]

Over the last decade, merger retrospectives have become increasingly popular in the economic literature. However, it is far from clear what implications can be drawn from these analyses, because the results suffer from a sample selection problem that undermines their implications. This article uses models of the Federal Trade Commission's enforcement activity to estimate challenge probabilities and address the selection issue. Although the small size of the sample limits the statistical interpretation of the results, general observations are possible. First, significant price effects generally appear in markets with very high challenge probabilities. When challenge probabilities are moderate, say 30 to 70 percent, retrospective results generate price effects in roughly half of the studies. For markets with low challenge probabilities, no price effects are observed in the retrospectives related to collusion theories. Positive price effects are observed for most of the retrospectives in differentiated goods markets, but theoretical analyses imply that most those results are highly problematic. Although retrospectives, interpreted in light of the likely competitive concern, can serve as a test for merger policy, an anomaly between the retrospective and the relevant policy prediction requires some type of case study to be undertaken to resolve the stark difference in implications prior to the analysis. More complete case studies are needed to fulfill the true promise of the retrospective research regime. [ABSTRACT FROM AUTHOR]

We study how differences in bank regulation influence cross-border bank acquisition flows and share price reactions to cross-border deal announcements. Using a sample of 7,297 domestic and 916 majority cross-border deals announced between 1995 and 2012, we find evidence of a form of 'regulatory arbitrage' whereby acquisition flows involve acquirers from countries with stronger regulations than their targets. Target and aggregate abnormal returns around deal announcements are positive and larger when acquirers come from more restrictive bank regulatory environments. We interpret this evidence as more consistent with a benign form of regulatory arbitrage than a potentially destructive one. [ABSTRACT FROM AUTHOR]

The article discusses the move of the Irish Minister for Business, Enterprise and Innovation to raise the financial thresholds for reporting mergers or acquisitions to the Competition and Consumer Protection Commission. Topics discussed include mandatory reporting under the 2002 Competition Act, the increase in the aggregate and individual turnover threshold of undertakings involved in proposed mergers/acquisitions, and the implications of the new rules on national and international businesses.

The article discusses the power of the Norwegian Competition Authority (NCA) to review post-closing mergers, citing the deals between alarms and security services companies Sector Alarm AS and Nokas AS. Topics discussed include the proposed sale of Sector Alarm's Swedish and Finnish security business to Nokas, Sector Alarm's acquisition of the Norwegian small-to-medium enterprise (SME) alarm business of Nokas, and the power of NCA to review merger filings under the Norwegian Competition Act.

The Third Sector is defined as a set of voluntary initiatives promoted by citizens with an explicit aim of community benefit. They are organizations preferentially set under democratic governments, with high autonomy in decision making and limited distribution or non-distribution of profits. This paper follows the evolution of the Third Sector in Spain through analyzing the dominant relationship between non for profit organizations and government in two eras of the country's contemporary history: before and after the construction of the welfare state. Non for profit organizations developed a supplement function during predemocratic times to later become a natural ally on building the welfare state. In the current situation, the Third Sector has reinforced its role as a complement of government. This role has allowed it to help soften the social impact generated from the cohabitance of increasing social demands and fiscal consolidation policies. [ABSTRACT FROM AUTHOR]

The merger control regime in India came into force on 1 June 2011. While the Competition Commission of India (CCI), the principal regulator, has made significant inroads in streamlining and simplifying the merger control process in India, there remain considerable uncertainties and complexities in relation to the application of merger control provisions in India. The purpose of this article is to highlight the progression of the merger control regime in India in the last one year and highlight some of the important legal issues, which continue to raise concerns for the industry and competition law practitioners alike. [ABSTRACT FROM AUTHOR]

An investor holding over 20% of a public company's shares can avoid the requirement to mount a takeover bid by accumulating a further 3% every six months, perhaps eventually acquiring control. It has been alleged the practice conflicts with the aim of the Corporations Act 2001 (Cth) that acquisition of control takes place in an efficient, competitive and informed market. We reviewed creeping acquisitions over the ten-year period April 2003 to April 2013 and found no pressing reason for the regulation of creeping acquisitions to be modified on either equity or efficiency grounds. Creeping acquisitions improve the liquidity of shares. [ABSTRACT FROM AUTHOR]

This article provides an overview of the papers in the Antitrust Bulletin's Market Definition symposium. Four styles of market analysis, each represented by a different merger decision are presented, with two articles on each topic, one in general agreement with the court case and the other providing alternative perspectives for the decision. Simple models of competition suffice for the straightforward investigations; however, careful institutional analysis is necessary to determine if the standard models implicit in the Merger Guidelines can be directly applied in complicated cases. As different economists often interpret data in different ways, antitrust regulators must expect a range of perspectives to be presented in any given case. [ABSTRACT FROM PUBLISHER]

The article focuses on the criminalization of cases involving personal conflicts of interest of non-governmental employees in public acquisition. Topics discussed include the development of public acquisition conflict of interest law and controls, case United States v. Strang addressing issues related to government-owned corporation and the case Rankin v. United State based on the payment of an implied contract claim from an agent by the government.

The article focuses on the gain approach followed by Australia's High Court in regulatory acquisition cases under s 51 (xxxi) of the Australian Constitution, including its difference from the practice observed in U.S. courts and the findings of a review that High Court decisions were also more driven by losses as much as gains.

Corporate takeover legislation has evolved significantly since it was fi rst introduced in Australia. Starting with only a handful of provisions in the state based legislation enacted from 1961, the takeover provisions now in chs 6-6C of the Corporations Act 2001 (Cth) form the basis of a complex regulatory regime. Since 1981, the legislation has been supplemented by a regulatory power to exempt persons from and modify the operation of the takeover provisions. There has also been a shift towards the resolution of takeover disputes by non-judicial bodies. From 1991, the regulator was given the power to apply to the Corporations and Securities Panel for orders where it considered circumstances to be unacceptable based on the principles underlying the legislation, even if the letter of the law had been complied with. This role was expanded in 2000 by allowing any interested party to apply to the Panel and limiting the ability to commence court proceedings during a takeover. This article analyses the forces driving each of these developments, with a particular focus on the resulting tensions and the evolution of the principles underlying the legislation. [ABSTRACT FROM AUTHOR]

This paper studies government reactions to large corporate merger attempts in the European Union during 1997 to 2006 using hand-collected data. We document widespread economic nationalism in which the government prefers that target companies remain domestically owned rather than foreign-owned. This preference is stronger in times and countries with strong far-right parties and weak governments. Nationalist government reactions have both direct and indirect economic impacts on mergers. In particular, these reactions not only affect the outcome of the mergers that they target but also deter foreign companies from bidding for other companies in that country in the future. [ABSTRACT FROM AUTHOR]

An introduction is presented in which the authors discuss various reports within the issue on topics including government merger policies, re-sale price maintenance (RPM), and optimal fining policy.

Economic concepts play a far greater role, in the updated guidance document on substantive merger control in Germany (2012), in particular in the area of collective dominance.Markets are analysed with a view to constraints within the market (eg competitors), outside the market (eg potential competition), and from the opposite side of the market (countervailing buyer power).Issues raised during the consultation included the role of rebuttable presumptions in the context of information requirements, pre-notification, and standard of review, as well as the upcoming adoption of the SIEC-test in Germany. [ABSTRACT FROM AUTHOR]