G34 - Mergers; Acquisitions; Restructuring; Voting; Proxy Contests; Corporate GovernanceReturn

The study examines the deferred tax in the valuation and acquisition of real estate companies, the behavior of the buyers and sellers in real estate transactions and the impact on the purchase price. We analyze the data from the Czech Republic commercial real estate market in the period of 2018-2019 where taxation provisions for Asset and Share Deal transactions induce a special type of a deferred tax - a latent capital gains tax (LCGT). Based on the data of 25 Share Deal real estate transactions we bring evidence that the LCGT was reflected in the purchase price by 0-50%, median value being 0%. We document that this market-imported percentage can be explained in two complementary ways. Firstly, using the capitalization approach, and secondly, using the behavioral approach by the bargaining power of the seller. Moreover, we show that the LCGT percentage reflected in the purchase price is dependent only on the discount rate and tax amortization period.

This paper examines the effect of company size on transaction multiples. The existence of the size effect has been investigated by a number of authors who have primarily used data for publicly traded companies for their research. Our research works with data from private transactions with non-traded companies (shares) from the EU. The transaction price concluded in these deals is decomposed into the product of profit and transaction multiple as when using market comparison valuation methods. Transaction multiples are relative types of financial metrics that typically compare various levels of profit such as EBITDA, EBIT or EAT to a value that an investor is willing to pay to acquire a given company. The objective of this paper is to confirm the hypothesis that larger companies are purchased for higher profit multiples than smaller companies. Accordingly, in the context of DCF valuation methods, higher profit multiples correspond to a lower discount rate and vice versa. However, it should be noted that despite the large amount of research conducted, the existence of the size effect is still not confirmed or refuted at present.

This study examines the influence of financial distress on top management turnover in the Republic of Serbia over the period January 2009-June 2015. Using a sample of 86 large and medium-sized privately owned companies that adopted a reorganisation plan in bankruptcy, we found out that top management was changed in 33 companies. A logistic regression provides evidence that probability of top management turnover is significantly correlated with the company's size (positive correlation) and the ownership concentration (negative correlation). The influence of the company's financial performance, applied bankruptcy proceedings and debt monitoring of top management turnover was deemed to be statistically insignificant (at 5% and 10% significance level). Obtained results provide the proof that corporate governance mechanisms in distressed Serbian companies are not efficient.

Most of the studies regarding control premium are focussed on the case in which it is positive. We considered the case when it is negative, investigating the determinants of the discount for control, having as study case the Romanian listed companies. Comparative to the general case of control premium, discounts for control are also determined by some other specific factors, like the number of non-trading days and the cash ratio. Some determinant factors of control premium have an opposite influence when this is negative: the percentage of shares purchased in the transaction, the ownership concentration, the fact the buyer or the seller is domestic, and the existence of a major shareholder owning more than 50% of shares. Consequently, some factors usually used in explaining the control premium cannot be suitably used for the case of the discount for control. Moreover, the negative impact of the undiversified portfolio is validated.

Central banks do not seem to account for the impact of interest rates close to zero on the natural interest rate after the bursting of the asset bubble that triggered the financial crisis in 2008. We claim that this omission may have harmful consequences. Should interest rates close to zero persistently decrease natural interest rates that would mean a fall in TFP growth and more limited central bank's capacity to influence aggregated demand and price dynamics. We explain that interest rates close to zero may persistently reduce the natural interest rate because in the economy, requiring post-crisis restructuring, they impede the process of restructuring and facilitate forbearance lending, which crowds viable economic agents out of credit through a number of channels. To reduce these risks, the central bank could voluntarily set a lower bound for interest rates cuts at, for instance, 2%. The boundary appropriate for a given economy should be a function of its growth rate and interest rates in the pre-crisis period. We argue that irrespectively of the central bank's credibility such a change in the monetary policy conducting in economies requiring post-crisis restructuring would bring better outcomes than keeping interest rates close to zero.

We examine the relationship of selected Board of Directors' characteristics and firm's financial performance. Using a sample of large U.S firms in 2005-2009, we find that the degree of insider ownership influences positively firm performance, because it reduces agency problems. The age of the Board of Directors matters, to a certain degree, as well. Younger members are probably willing to bear more risk and to undertake major structural changes to improve firm's future prospects. On the other hand, we find that independent directors reduce firm performance and this negative effect was even more important during the recent financial crisis. We suppose that independent directors prefer overly conservative business strategies in order to protect shareholders, but this goes at the cost of lower firm's performance. All in all, our results suggest that corporate governance is important for firm's financial performance.

This paper analyzes development of the ownership structures in Czech voucher-privatized firms during 1996 - 1999. The period can be characterized by increasing ownership concentration uniformly across all categories of owners with exception of banks. Within frequent changes uncovered by cluster analysis, higher ownership concentration was found to preserve itself. In general, investment funds and portfolio companies recorded the highest average concentration increase. Industrial companies and individual owners were found to be the most stable type of owner. Sector perspective shows that while in 1996 the firms do not exhibit excessive differences among sector specific attributes with respect to the proportion of stake held, in 1999 they do.