A decision- theoretic model for M&A sale processes

A Work Project, presented as part of the requirements for the Award of a Masters Double Degree in Economics and International Business from the NOVA – School of Business and Economics and Insper Instituto de Ensino e Pesquisa

BRISA’S takeover offer

This project is composed by a Case Study regarding Tagus’ takeover offer for Brisa. The case study describes each player involved in the operation: the target company – Brisa, the acquirers – José de Mello and Arcus; as well as the circumstances surrounding the takeover, with a description of the takeover itself and the conflict between the acquirers and Abertis. Associated to the case, there is a group of six question and their respective answers, regarding the motive of the takeover, the price per share, what should be the positions of Brisa’s shareholders regarding the takeover and the reason Brisa’s share price declined after the success of the operation.

Four-month-olds make triangular bids to father and mother during trilogue play with still-face

(from the journal abstract) A new observational procedure, Trilogue Play with Still-face, revealed 4-month-olds' capacities to address both their fathers and mothers, by rapidly shifting gaze and affect between them. Infants were observed in four interactive contexts: (1) '3-together' play with both parents; (2) '2 + 1' play with one parent engaging and the other as third party; (3) the same, with one parent posing a still-face; (4) '3-together' play. Infants were able to discriminate between the four contexts. They coordinated three social poles of attention in each one. Their affect configurations were context sensitive. These findings demonstrate the infant's social capacities for triangular, three-person interactions, in addition to dyadic, two-person, and triadic, two-person plus object, ones. They support a view of intersubjectivity as primary and point to a promising field of investigation for the study of family process. (PsycINFO Database Record (c) 2005 APA, all rights reserved)

La protection des actionnaires minoritaires lors d'opérations de prises de contrôle

Les actionnaires sont au centre du gouvernement des entreprises. Bien qu'une certaine passivité leur soit parfois reprochée, simultanément, des craintes existent qu'une démocratie des actionnaires ne limite excessivement la gestion quotidienne des entreprises. Loin d'être incompatibles, ces deux remarques reflètent la diversité des actionnaires. En pratique, leurs attentes et leur comportement dépendent fortement de deux éléments : la part du capital ou des voix qu'ils détiennent de même que leur identité. Notre recherche porte sur la protection des actionnaires minoritaires dans le cadre d'opérations de prises de contrôle de sociétés publiques. Le sujet soulève une problématique d'une grande actualité dans le contexte canadien, contexte caractérisé par une concentration de l'actionnariat des sociétés publiques. Le sujet fait la conjonction de deux problèmes d'actualité. D'une part, la multiplication des prises de contrôle s'est accrue lors des dernières décennies et ce phénomène semble, plus que jamais, promis à un brillant avenir. D'autre part, le problème de la protection des actionnaires minoritaires se pose de façon toujours plus aiguë, dans le cadre des sociétés par actions de plus en plus importantes où leur rôle tend à s'amenuiser.

How contractors price risk in bids: theory and practice

Formal and analytical models that contractors can use to assess and price project risk at the tender stage have proliferated in recent years. However, they are rarely used in practice. Introducing more models would, therefore, not necessarily help. A better understanding is needed of how contractors arrive at a bid price in practice, and how, and in what circumstances, risk apportionment actually influences pricing levels. More than 60 proposed risk models for contractors that are published in journals were examined and classified. Then exploratory interviews with five UK contractors and documentary analyses on how contractors price work generally and risk specifically were carried out to help in comparing the propositions from the literature to what contractors actually do. No comprehensive literature on the real bidding processes used in practice was found, and there is no evidence that pricing is systematic. Hence, systematic risk and pricing models for contractors may have no justifiable basis. Contractors process their bids through certain tendering gateways. They acknowledge the risk that they should price. However, the final settlement depends on a set of complex, micro-economic factors. Hence, risk accountability may be smaller than its true cost to the contractor. Risk apportionment occurs at three stages of the whole bid-pricing process. However, analytical approaches tend not to incorporate this, although they could.

Detecting abnormal and collusive bids in capped tendering

Recent developments in the area of Bid Tender Forecasting have enabled bidders to implement new types of easy-to-use tools for increasing their chances of winning contracts. Although these new tools (such as iso-Score Curve Graphs, Scoring Probability Graphs, and Position Probability Graphs) are designed for bidders in capped tendering (tenders with an upper price limit), some of their principles can also be applied by a Contracting Authority to detect which bidders do not follow a standard pattern, that is, their bids are extremely high or low. Since a collusive bid generally needs to be sufficiently high or low to make an impact on the bid distribution, any person in charge of supervising capped tenders can be alerted to any bidder that might be involved in a cartel after identifying the same abnormal behavior in a series of tenders through simple calculations and a new type of graph.

Scoring rules and abnormally low bids criteria in construction tenders: a taxonomic review

In the global construction context, the best value or most economically advantageous tender is becoming a widespread approach for contractor selection, as an alternative to other traditional awarding criteria such as the lowest price. In these multi-attribute tenders, the owner or auctioneer solicits proposals containing both a price bid and additional technical features. Once the proposals are received, each bidder’s price bid is given an economic score according to a scoring rule, generally called an economic scoring formula (ESF) and a technical score according to pre-specified criteria. Eventually, the contract is awarded to the bidder with the highest weighted overall score (economic + technical). However, economic scoring formula selection by auctioneers is invariably and paradoxically a highly intuitive process in practice, involving few theoretical or empirical considerations, despite having been considered traditionally and mistakenly as objective, due to its mathematical nature. This paper provides a taxonomic classification of a wide variety of ESFs and abnormally low bids criteria (ALBC) gathered in several countries with different tendering approaches. Practical implications concern the optimal design of price scoring rules in construction contract tenders, as well as future analyses of the effects of the ESF and ALBC on competitive bidding behaviour.

November 2002: Chepesiuk Bids Farewell

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Managerial turnover and leverage under a takeover threat

How do shareholders perceive managers who lever up under a takeover threat? Increasing leverage conveys good news if it reflects management's ability to enhance value. It conveys bad news, though, if inefficient managers are more pressured to lever up. This paper demonstrates that negative (positive) updating prevails when takeover costs are small (large). Managers who leve r up to end a takeover threat thus may commit to an increase in the firm's value and yet increase their chances of being replaced by their shareholders. The model predicts that intraindustry leverage is less dispersed when takeover costs are low.

The sources of spinoff equity gains: takeover premiums or operating gains

Although the existence of spinoff equity gains is well documented, their source remains controversial. Arnong many potential causes, the literature suggests that spinoff equity gains could arise from expected tax benefits, expected takeover premia, operating performance improvement or from refocusing benefits. This paper investigates the link between spinoff announcement and post completion equity gains and post spinoff operating performance changes, takeover activity and refocusing benefits. The results indicate that spinoff announcement retums reflect anticipated takeover premiums as well as expected operating performance gains and refocusing benefits unrelated to operating performance. However, only the parent's operating performance gains are anticipated at the spinoff announcement. We find that post spinoff equity gains are driven mostly by operating performance changes for both parents and spun off subsidiaries. Takeover activity and unrelatedness of business lines between parent and subsidiary expIain littIe of post spinoff equity gains. OveralI, the data suggests that spinoffs equity gains mostly reflect anticipated real economic gains in terms of improved operating performance, and to a lesser extent takeover premium and refocusing benefit.

Cross-border reverse takeover: o caso das multinacionais brasileiras

O Cross-border reverse takeover, conduzido pelas multinacionais brasileiras, gerou desempenho superior? Cross-border reverse takeover tem sido a expressão usada para designar a aquisição de empresas em países desenvolvidos por empresas de países em desenvolvimento. Essas aquisições, reversas porque invertem o fluxo tradicional dos investimentos internacionais, respondem atualmente por parcela significativa desses investimentos e colocam em cheque a forma tradicional de pensar os negócios internacionais. Meu argumento é que as empresas que fizeram aquisições em países desenvolvidos passam a ter acesso aos recursos não disponíveis no país de origem, tais como novas tecnologias, técnicas de gestão mais avançadas, mercado de capitais mais desenvolvidos, recursos financeiros de baixo custo, entre outros. Por outro lado, elas já desenvolveram competências para gerir esses recursos e passam a ter vantagem competitiva sobre os competidores locais, levando ao desempenho superior. No entanto, partindo dos dados da base de dados Thomson ONE, que registra todas as fusões e aquisições anunciadas, oncluídas ou não, e empregando as metodologias de estudos de evento e de regressões multivariadas, com base em dados contábeis sobre uma amostra de empresas brasileiras listadas em bolsa de valores, esta tese demonstra que estatisticamente não é possível afirmar que essas empresas obtiveram desempenho superior.