Competitive Effects of Non-Controlling Minority Acquisitions – Sufficient to merit further EU merger regulation?

Partial ownership interests are a widespread phenomenon in modern corporate environment. Unless minority shareholding affords the target to exercise control over the target, they do currently not have to be notified to the European Commission under EU merger regime. However, economic research has long suggested that when linking competing or non-horizontally positioned undertakings particularly in industries with few competitors, minority shareholdings even far below the majority of shares or voting rights could lead to higher prices or lower output volumes to the detriment of consumers. The Commission has recognized this issue and proceeded to suggest an extension of the merger regime to catch also certain non-controlling minority acquisitions. Horizontal non-controlling minority shareholdings create a positive correlation between the sales revenues of the partial acquirer and target. Through the equity interest the acquirer will internalise a fraction, proportional to the financial rights attached to the shareholding, of the profit of the target. This will incentivise the acquirer to contribute to increasing the target’s business profits by increasing its own sales price (horizontal unilateral effects). When a minority stake is held in a vertically related or a conglomerate company, the minority acquirer could be allowed to hamper or eliminate the target’s rivals’ access either to inputs (input foreclosure) or customers (customer foreclosure), depending on which level of the supply chain the parties are (vertical unilateral effects). Under certain circumstances minority share acquisitions could also lessen competition because they facilitate collusion between companies active in the market (coordinated effects). Economic theory confirms that non-controlling minority shareholdings may under certain circumstances create anti-competitive effects that are unlikely to be remedies by pro-competitive effects. However, they are likely to be of less significant nature than anticompetitive effects created by full mergers. This derives fore mostly from the fact that a minority share acquirer carries all the costs associated with its unilateral action but will internalise only a fraction of the lost profits. This is likely to limit the acquirer’s incentive to raise price and the profitability of such behavior. Having in mind that the number of potentially problematic cases is expected to be next to negligible, the limited potential competitive effects of non-controlling minority share acquisitions cannot be seen to clearly merit extension of the scope of the EUMR. The system suggested by the Commission is particularly ill-fitted for such purpose given the clear lack of legal certainty and considerable administrative burden associated with it.

The Impact of Acquisitions on Share Pricing and Long Term Performance – Empirical Evidence from the Global Automotive Industry

Automotive industry has faced intense consolidation pressure, which has lead to increasing number of M&As. However, empirical evidence has given controversial results suggesting that most of M&As are value destructive for acquiring companies and for acquiring companies’ shareholders. The objective of this master’s thesis is to examine how acquiring companies’ shareholders react to acquisition announcement and is the reaction in line with the long-term performance. This study uses empirical evidence from automotive industry, which has been characterized as an industry that holds large amount of vertical and horizontal synergies. Transaction data consists of 65 acquisitions made by publicly listed companies between 2008-2010. The short-term impact is tested by applying event study methodology while the long term operative performance is examined with accounting study methodology. The event study results indicate that during the three days after acquisition (t= 0-2), the acquiring firms’ stocks generate an abnormal return of 1.22% on average across all acquisitions. When long term performance is studied it is evident that acquiring companies perform better than the industry median pre- and post-transaction but there is no statistically significant evidence that the performance has increased. The only performance ratio indicating statistically significant decrease is Return on Equity (ROE). On long-term horizontal acquisitions seem to outperform conglomerate ones but otherwise deal characteristics do not have any statistically significant impact.

Understanding round-tripping phenomenon in Russian context – case Cyprus

Russian FDI has a few peculiarities. One of them is round-tripping. Round-tripping is defined as transfer of funds abroad, usually to offshore financial centers (OFCs), and then bringing all or some of the investment back as foreign investment. Russian context was chosen for this study because the share of round-tripping investments from country’s total FDI is extensive. However, it needs to be addressed that this is not just a Russian phenomenon. Round-tripping is used by many developed and developing countries, and most of the countries have their own designated destinations for this kind of capital, much like Cyprus is the main destination for Russian capital. It is important to study this phenomenon further, since it falsifies FDI statistics and can lead to poor decisions on state level. Theoretical part of the study tries to determine weather traditional FDI and internationalization theories fit to explain the Russian round-tripping phenomenon. Traditional FDI and internationalization theories are first introduced in general terms, and then further examined in Russian context. In traditional endogenic FDI theories, when the capital is formed in one country it goes abroad to find better profits. At a first glance, this seemed not to be the case in round-tripping. However, during the study it became rather clear that with few adjustments and changes in perspective, traditional theories could be used to explain round-tripping phenomenon. For example, OLI paradigm can be further developed into OLIH paradigm with ‘H’ representing the important home country institutions. Transaction based view and resource seeking theories were also seen well equipped to explain round-tripping with a change in perspective. The latter part of the study focused on holistic understanding of Russian –Cyprian investment relationship. Study aims to shed light into the determinants and consequences of this phenomenon for both countries involved. The two share historical, cultural and political ties, but most importantly common financial interests. Russian companies seek security and financial knowledge to maneuver their assets and Cyprian economy largely is dependent on their disproportionally large financial sector. Consequences for Cyprian economy were seen in current economic crisis, when the need for their financial services diminished. Russian government on the other hand is losing vast amounts of tax money due to this phenomenon. A rather extreme view was also introduced in this study. Round-tripping phenomenon and OFCs are an important reason why corruption exists, since if one does not have a way to make ill-gained money legitimate why try to ill-gain the money at the first place. The most important finding of the study is that round-tripping companies are in a better competitive position than genuine and purely domestic investor due to their institutional knowledge.

L'acoustique, ou Les phénomènes du son / par R. Radau... ; ill. par H. Loeschin, Jahandier, etc.

Collection : Bibliothèque des merveilles

Historia bibliothecae romanorum pontificum tum Bonifatianae tum Avenionensis enarrata et antiquis earum indicibus aliisque documentis. Tomus 1 / ill. a Francisco Ehrle...

Collection : Biblioteca dell'Accademia storico-giuridica ; 7

Les gaietés de l'escadron ; Le commissaire est bon enfant ; Monsieur Badin ; Théodore cherche des allumettes / Georges Courteline ; ill. d'après les croquis de Barrère

Collection : Modern-théâtre ; 30