The international regulation of transnational mergers

Transnational mergers are mergers involving firms operating in more than one jurisdiction, or which occur in one jurisdiction but have an impact on competition in another. Being of this nature, they have the potential to raise competition law concerns in more than one jurisdiction. When they do, the transaction costs of the merger to the firms involved, and the competition law authorities, are likely to increase significantly and, even where the merger is allowed to proceed, delays are likely to occur in reaping the benefits of the merger. Ultimately, these costs are borne by consumers. This thesis will identify the nature and source of regulatory costs associated with transnational merger review and identify and evaluate possible mechanisms by which these costs might be reduced. It will conclude that there is no single panacea for transnational merger regulation, but that a multi-faceted approach, including the adoption of common filing forms, agreement on filing and review deadlines and continuing efforts toward increasing international cooperation in merger enforcement, is needed to reduce regulatory costs and more successfully improve the welfare outcomes to which merger regulation is directed.

The valuation accuracy of multiples in mergers and acquisitions, and their association with firm misvaluation

This study explores the accuracy and valuation implications of the application of a comprehensive list of equity multiples in the takeover context. Motivating the study is the prevalent use of equity multiples in practice, the observed long-run underperformance of acquirers following takeovers, and the scarcity of multiplesbased research in the merger and acquisition setting. In exploring the application of equity multiples in this context three research questions are addressed: (1) how accurate are equity multiples (RQ1); which equity multiples are more accurate in valuing the firm (RQ2); and which equity multiples are associated with greater misvaluation of the firm (RQ3). Following a comprehensive review of the extant multiples-based literature it is hypothesised that the accuracy of multiples in estimating stock market prices in the takeover context will rank as follows (from best to worst): (1) forecasted earnings multiples, (2) multiples closer to bottom line earnings, (3) multiples based on Net Cash Flow from Operations (NCFO) and trading revenue. The relative inaccuracies in multiples are expected to flow through to equity misvaluation (as measured by the ratio of estimated market capitalisation to residual income value, or P/V). Accordingly, it is hypothesised that greater overvaluation will be exhibited for multiples based on Trading Revenue, NCFO, Book Value (BV) and earnings before interest, tax, depreciation and amortisation (EBITDA) versus multiples based on bottom line earnings; and that multiples based on Intrinsic Value will display the least overvaluation. The hypotheses are tested using a sample of 147 acquirers and 129 targets involved in Australian takeover transactions announced between 1990 and 2005. The results show that first, the majority of computed multiples examined exhibit valuation errors within 30 percent of stock market values. Second, and consistent with expectations, the results provide support for the superiority of multiples based on forecasted earnings in valuing targets and acquirers engaged in takeover transactions. Although a gradual improvement in estimating stock market values is not entirely evident when moving down the Income Statement, historical earnings multiples perform better than multiples based on Trading Revenue or NCFO. Third, while multiples based on forecasted earnings have the highest valuation accuracy they, along with Trading Revenue multiples for targets, produce the most overvalued valuations for acquirers and targets. Consistent with predictions, greater overvaluation is exhibited for multiples based on Trading Revenue for targets, and NCFO and EBITDA for both acquirers and targets. Finally, as expected, multiples based Intrinsic Value (along with BV) are associated with the least overvaluation. Given the widespread usage of valuation multiples in takeover contexts these findings offer a unique insight into their relative effectiveness. Importantly, the findings add to the growing body of valuation accuracy literature, especially within Australia, and should assist market participants to better understand the relative accuracy and misvaluation consequences of various equity multiples used in takeover documentation and assist them in subsequent investment decision making.

Measuring the effects of mergers and acquisitions on the economic performance of real estate developers

Real estate developers in China are using mergers and acquisitions (M&As) to ensure their survival and competitiveness. However, no suitable method is yet available to assess whether such M&As provide enhanced value for those involved. Using a hybrid method of data envelopment analysis (DEA) and Malmquist total factor productivity (TFP) indices, this paper evaluates the short and medium term effects of M&As on acquirers’ economic performance with a set of 32 M&A cases occurring during 2000–2011 in China. The results of the analysis show that M&As generally have a positive effect on acquirers’ economic performance. Acquisitions on average experienced a steady growth in developer Malmquist TFP, a more progressive adoption of technology immediately after acquisition, a slight short-term decrease in technical efficiency after acquisition but followed by a marked increase in the longer term once the integration and synergy benefits were realised. However, there is no evidence to show whether developers achieved any short or long term scale efficiency improvements after M&A. The findings of this study provide useful insights on developer M&A performance from an efficiency and productivity perspective.

Invention and business performance in the tissue-engineering industry

Tissue engineering is a young and interdisciplinary scientific discipline but it offers exciting opportunities to improve the quality of health care for hundreds of thousands of patients. Lured by its potential, several start-up companies, pharmaceutical corporations, and medical device enterprises alike are investing heavily in this sector. Invention is a key driver of competition in this sector. In this study, we aim to explain the variation in inventive output across the different firms in the sector. Our major premise is that firms that forge alliances will be able to tap into the expertise of their partners and thus improve their chances of inventive output. We further argue that alliances that enable technology acquisition or learning will enhance the inventive output of firms more than other kinds of alliances. We measure the inventive output of a company by the number of patents filed. On the basis of a preliminary analysis of seven companies, we find support for the hypotheses. We also argue that, to achieve commercial success, firms need to manage time to market (through alliances or otherwise), have a global outlook, nurture their financial resources, and attain critical mass through mergers.

Managing process model collections with AProMoRe

As organizations reach higher levels of Business Process Management maturity, they tend to collect numerous business process models. Such models may be linked with each other or mutually overlap, supersede one another and evolve over time. Moreover, they may be represented at different abstraction levels depending on the target audience and modeling purpose, and may be available in multiple languages (e.g. due to company mergers). Thus, it is common that organizations struggle with keeping track of their process models. This demonstration introduces AProMoRe (Advanced Process Model Repository) which aims to facilitate the management of (large) process model collections.

Microscopic modelling of freeway operations

Freeways are divided roadways designed to facilitate the uninterrupted movement of motor vehicles. However, many freeways now experience demand flows in excess of capacity, leading to recurrent congestion. The Highway Capacity Manual (TRB, 1994) uses empirical macroscopic relationships between speed, flow and density to quantify freeway operations and performance. Capacity may be predicted as the maximum uncongested flow achievable. Although they are effective tools for design and analysis, macroscopic models lack an understanding of the nature of processes taking place in the system. Szwed and Smith (1972, 1974) and Makigami and Matsuo (1990) have shown that microscopic modelling is also applicable to freeway operations. Such models facilitate an understanding of the processes whilst providing for the assessment of performance, through measures of capacity and delay. However, these models are limited to only a few circumstances. The aim of this study was to produce more comprehensive and practical microscopic models. These models were required to accurately portray the mechanisms of freeway operations at the specific locations under consideration. The models needed to be able to be calibrated using data acquired at these locations. The output of the models needed to be able to be validated with data acquired at these sites. Therefore, the outputs should be truly descriptive of the performance of the facility. A theoretical basis needed to underlie the form of these models, rather than empiricism, which is the case for the macroscopic models currently used. And the models needed to be adaptable to variable operating conditions, so that they may be applied, where possible, to other similar systems and facilities. It was not possible to produce a stand-alone model which is applicable to all facilities and locations, in this single study, however the scene has been set for the application of the models to a much broader range of operating conditions. Opportunities for further development of the models were identified, and procedures provided for the calibration and validation of the models to a wide range of conditions. The models developed, do however, have limitations in their applicability. Only uncongested operations were studied and represented. Driver behaviour in Brisbane was applied to the models. Different mechanisms are likely in other locations due to variability in road rules and driving cultures. Not all manoeuvres evident were modelled. Some unusual manoeuvres were considered unwarranted to model. However the models developed contain the principal processes of freeway operations, merging and lane changing. Gap acceptance theory was applied to these critical operations to assess freeway performance. Gap acceptance theory was found to be applicable to merging, however the major stream, the kerb lane traffic, exercises only a limited priority over the minor stream, the on-ramp traffic. Theory was established to account for this activity. Kerb lane drivers were also found to change to the median lane where possible, to assist coincident mergers. The net limited priority model accounts for this by predicting a reduced major stream flow rate, which excludes lane changers. Cowan's M3 model as calibrated for both streams. On-ramp and total upstream flow are required as input. Relationships between proportion of headways greater than 1 s and flow differed for on-ramps where traffic leaves signalised intersections and unsignalised intersections. Constant departure onramp metering was also modelled. Minimum follow-on times of 1 to 1.2 s were calibrated. Critical gaps were shown to lie between the minimum follow-on time, and the sum of the minimum follow-on time and the 1 s minimum headway. Limited priority capacity and other boundary relationships were established by Troutbeck (1995). The minimum average minor stream delay and corresponding proportion of drivers delayed were quantified theoretically in this study. A simulation model was constructed to predict intermediate minor and major stream delays across all minor and major stream flows. Pseudo-empirical relationships were established to predict average delays. Major stream average delays are limited to 0.5 s, insignificant compared with minor stream delay, which reach infinity at capacity. Minor stream delays were shown to be less when unsignalised intersections are located upstream of on-ramps than signalised intersections, and less still when ramp metering is installed. Smaller delays correspond to improved merge area performance. A more tangible performance measure, the distribution of distances required to merge, was established by including design speeds. This distribution can be measured to validate the model. Merging probabilities can be predicted for given taper lengths, a most useful performance measure. This model was also shown to be applicable to lane changing. Tolerable limits to merging probabilities require calibration. From these, practical capacities can be estimated. Further calibration is required of traffic inputs, critical gap and minimum follow-on time, for both merging and lane changing. A general relationship to predict proportion of drivers delayed requires development. These models can then be used to complement existing macroscopic models to assess performance, and provide further insight into the nature of operations.

The preferences of private equity investors in selecting target acquisitions : an international investigation

This study investigates the characteristics and attributes that private equity investors prefer when selecting target acquisitions. These characteristics are examined against a matched sample of firms subject to corporate acquisitions via tender/merger offer during 2000-2009, across seven countries: Australia, Canada, the United Kingdom, the USA, France, Germany and Sweden. We show that firm-specific characteristics are more influential in target selection than external or institutional variables. In particular, private equity targets exhibit lower stock volatility and long-term growth prospects, are larger, and have greater abnormal operating income relative to tender/merger offer target firms. Further, private equity bidders exhibit 'home bias', implying that familiarity motivates target selection. Institutional factors remain largely insignificant across all tests.

Towards an integrative framework for future research on small firm growth

Our review has demonstrated that small firm growth is a complex phenomenon. The concept ‘growth’ denotes both a change in amount and the process by which that change is attained. Further, the growth can be achieved in different ways and with varying degrees of regularity, and it manifests itself along several different dimensions such as sales, employment, and accumulation of assets. This complexity has naturally led researchers to adopt different approaches to studying growth and to use different measures to assess it. Further, although our review shows that it can fruitfully be regarded as a growth issue, the research on small firms' internationalization has largely developed as a separate stream. Similarly, other relatively separate literatures have evolved, which effectively focus on different modes of growth although mostly without regarding the studies first and foremost as growth studies. This goes for topics such as mergers and acquisitions, diversification, and integration - research streams which have largely ignored the particularities of small firms and which in turn have been largely ignored among researchers focusing on small firm growth.

Conflict and communication among engineers

The trend of cultural diversity is increasing in all organizations, especially engineering ones, due to globalization, mergers, joint ventures and the movement of the workforce. The collaborative nature of projects in engineering industries requires long-term teamwork between local and international engineers. Research confirms a specific culture among engineering companies that isassumed to have a negative effect on collaboration and communication among co-workers. Multicultural workplaces have been reported as challenging environments in the engineering work culture, which calls for more research among engineering organizations. An everyday challenge for co-workers, especially in culturally diverse contexts, is handling interpersonal conflict. This perceived conflict among individuals can happen because of actual differences in tasks or relationships. Research demonstrates that task conflict at the group level has some positive effects on decision-making and innovation, while it has negative effects on employees’ work attitude and performance. However, relationship conflict at the individual level has only negative effects including frustration, tension, low job satisfaction, high employee turnover and low productivity. Outcomes of both task and relationship conflict at individual level can have long-term negative consequences like damaged organizational commitment. One of the most important sources of differences between individuals, which results in conflict, is their cultural backgrounds. First, this thesis suggests that in culturally diverse workplaces, people perceive more relationship conflict than task conflict. Second, this thesis examines interpersonal communication in culturally diverse work places. Communicating effectively in culturally diverse workplaces is crucial for today’s business. Culture has a large effect on the ways that people communicate with each other. Ineffective communication can escalate interpersonal conflict and cause frustration in the long term. Communication satisfaction, defined as enjoying the communication and feeling that the communication was appropriate and effective, has a positive effect on individuals’ psychological wellbeing. In a culturally diverse workplace, it is assumed that individuals feel less satisfied with their interpersonal communications because of their lack of knowledge about other cultures’ communication norms. To manage interpersonal interactions, many authors suggest that individuals need a specific capability, i.e., cultural intelligence (some studies use cultural competence, global intelligence or intercultural competence interchangeably). Some authors argue that cultures are synergic and convergent and the postmodernist definition of culture is just our dominant beliefs. However, other authors suggest that cultural intelligence is the strongest and most comprehensive competency for managing cross-cultural interactions, because various cultures differ so greatly at the micro level. This thesis argues that individuals with a high level of cultural intelligence perceive less interpersonal conflict and more satisfaction with their interpersonal communication. Third, this thesis also looks at individuals' perception of cultural diversity. It is suggested that level of cultural diversity plays a moderating role on all of the proposed relationships (effect of cultural intelligence on perception of relationship conflict/ communication satisfaction) This thesis examines the relationship among cultural diversity, cultural intelligence, interpersonal conflict and communication by surveying eleven companies in the oil and gas industry. The multicultural nature of companies within the oil and gas industry and the characteristics of engineering culture call for more in-depth research on interpersonal interactions. A total of 286 invitation emails were sent and 118 respondents replied to the survey, giving a 41.26 per cent response rate. All the respondents were engineers, engineering managers or practical technicians. The average age of the participants was 36.93 years and 58.82 per cent were male. Overall, 47.6 per cent of the respondents had at least a master’s degree. Totally, 42.85 per cent of the respondents were working in a country that was not their country of birth. The overall findings reveal that cultural diversity and cultural intelligence significantly influence interpersonal conflict and communication satisfaction. Further, this thesis also finds that cultural intelligence is an effective competency for dealing with the perception of interpersonal relationship conflict and communication satisfaction when the level of cultural diversity is moderate to high. This thesis suggests that cultural intelligence training is necessary to increase the level of this competency among employees in order to help them to have better understanding of other cultures. Human resource management can design these training courses with consideration for the level of cultural diversity within the organization.

Simplifying process model abstraction : techniques for generating model names

The increased adoption of business process management approaches, tools and practices, has led organizations to accumulate large collections of business process models. These collections can easily include hundred to thousand models, especially in the context of multinational corporations or as a result of organizational mergers and acquisitions. A concrete problem is thus how to maintain these large repositories in such a way that their complexity does not hamper their practical usefulness as a means to describe and communicate business operations. This paper proposes a technique to automatically infer suitable names for business process models and fragments thereof. This technique is useful for model abstraction scenarios, as for instance when user-specific views of a repository are required, or as part of a refactoring initiative aimed to simplify the repository’s complexity. The technique is grounded in an adaptation of the theory of meaning to the realm of business process models. We implemented the technique in a prototype tool and conducted an extensive evaluation using three process model collections from practice and a case study involving process modelers with different experience.

Study of the effect of M&A on real estate industry firms' performance

This paper proposes to adopt data envelopment analysis (DEA) based Malmquist total factor productivity (TFP) indices methods to evaluate the effect of mergers and acquisitions (M&As) on acquirers in short-term and long-term window. Based on analyzing 32 M&A deals conducted by Chinese real estate firms from 2000-2011, the study result demonstrate that the effect of M&A on developers’ performance is positive. Through M&A, the developers’ Malmquist TFP experienced a steady growth; their technology has got noticeable progress immediately after acquisition; and their technical efficiency has suffered a slight decrease in short-term after acquisition, but then achieved marked increase in the long-term when realization of integration and synergy. However, there is no evidence that the real estate firms have achieved scale efficiency improvement after M&A in either short-term or long-term.

Competition Law in Australia [6th ed.]

Competition Law in Australia, 6th edition provides a comprehensive discussion of the provisions of the Competition and Consumer Act 2010 (Cth) (CCA) dealing with the regulation of competition and markets in Australia. This book covers disparate topics, such as restrictions in horizontal and vertical agreements, horizontal mergers and acquisitions, misuse of market power, and access to services necessary to compete in upstream or downstream markets. However, the unifying theme of this text is that it is not possible to use a formalistic approach in applying the CCA. The decisions of the courts, and the competition authorities responsible for implementing and enforcing the CCA, underline the need to undertake a detailed substantive economic analysis of the effect of the agreement or conduct at issue on competition, efficiency and consumer welfare.