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  • articleNo Access

    Implications of Changes in GAAP for Business Combinations (and Goodwill) on Accounting and Finance Research

    The accounting standards related to mergers and acquisitions (M&A) have changed drastically in the past twenty years. In spite of significant debate and arguments that the proposed accounting changes might hinder optimal decision-making, the use of business combinations as a means of growth by international companies has escalated. In this paper, we review the extant academic literature on the subject, as well as the changes in the standards on accounting for M&A. We also express some concerns about the ways the standard changes impact accounting data, and the need for extra care in addressing these changes in academic research. The changes addressed include the accounting for goodwill and bargain purchases, contingent consideration (such as earnouts), step acquisitions, and in-process R&D. We present pros and cons for many of these changes, and offer some alternatives and recommendations for improvement as we move forward. In addition, we provide an analysis of the number of M&A transactions relevant in various accounting standard-setting periods and by M&A topic (consideration used, earnouts, step acquisitions, and non-controlling interests).

  • articleNo Access

    Unsuccessful SME Business Transfers

    Business transfers are linked to both the beginning and the end of entrepreneurial processes. A person can become an entrepreneur by acquiring an existing business instead of starting one, and exit from entrepreneurship can occur through selling the business. Business transfers are gradually becoming more common among small businesses, largely due to entrepreneurs’ aging, and thus deserve attention from entrepreneurship scholars. In particular, the issue of why and how business transfer negotiations fail without achieving a transfer has received little research attention. The purpose of this paper is to explore this phenomenon from potential buyers’ and sellers’ perspectives. The findings are based on a sample of 156 responses. The results suggest that the problems occurring in unfinished business transfers are quite numerous and the gaps between the views of the two negotiating parties are wider than in cases where business transfer negotiations are concluded successfully, indicating that the initial negotiation positions can be crucial. This research proposes some key elements to consider when planning an exit by business transfer and highlight the importance of unfinished small business transfers as an essential element of a dynamic business transfer market; a substantial proportion of the potential buyers and sellers are satisfied with the outcome even though the transfer did not occur.

  • articleNo Access

    Pre-Evaluating the Technical Efficiency Gains from Potential Mergers and Acquisitions in the IC Design Industry

    Increased global competition has led to a slowdown in Taiwan’s domestic semiconductor industry growth, which has resulted in many semiconductor companies reducing their investments and or seeking mergers and acquisitions (M & As) to increase market power, expand their business territories or increase their competitive edge. However, as there is general uncertainty regarding the efficiencies to be gained from these M & As, there has been an increase in M & A supervision. While past research has explored company operations and management efficiency after mergers, there has been less focus on potential mergers. Therefore, this study used a resample slacks-based measure (RSBM) and merger potential gains models to evaluate potential merger efficiency gains. Data on 29 Taiwanese-listed integrated circuit (IC) design industry firms were collected to evaluate the efficiency of potential M & As, from which it was found that the potential M & As efficiencies had positive and negative values, indicating that efficiency gains were not guaranteed. A positive value was found for a potential M & A between MTK & NOVATEK and MTK & DAVICOM, which meant that a potential M & A would increase operating efficiencies and reduce costs.

  • articleFree Access

    Heterogeneous Market Responses and the Listing Effect in M&A

    Unlisted acquisitions differ from listed ones in three important aspects: the possibility of forming blockholders, which substitute debt as a monitoring mechanism; the liquidity discount, which mitigates managerial hubris; and the distinct deal process through which two-sided asymmetric information is revealed. Due to these differences, same firm and deal characteristics could induce heterogeneous market responses, depending on the target listing status. We find that such heterogeneous responses exist in usual characteristics such as method of payment, relative size, acquirer size, leverage, and market-to-book ratios. After these heterogeneous responses are incorporated, the puzzling "listing effect" disappears. Our results also indicate that the conventional approach used to investigate pooled samples of listed and unlisted acquisitions is effectively misspecified due to omitted variables.

  • articleOpen Access

    THE EFFECT OF MERGERS AND ACQUISITIONS ON BANK RISK-TAKING

    This paper evaluates how the risks associated with mergers and acquisitions (M&As) affect Bank Holding Companies’ (BHCs) levels of insolvency risk. Bank insolvency is hypothesized to be affected by M&As directly and indirectly through banks’ market risk, geographical diversification, and activity diversification. The relationship between bank insolvency, diversification, and market risk is estimated as a system using the Generalized Method of Moments (GMM). The key finding is that M&As erode banks’ insolvency, both directly and indirectly through the effects associated with their geographical diversification.