Professional Documents
Culture Documents
Abstract
Index
1.
Introduction ................................................................................................. 1
2.
3.
2.1.
2.2.
Research Design......................................................................................... 8
3.1.
Sample selection.................................................................................. 8
3.2.
Results ...................................................................................................... 12
4.1.
4.2.
4.3.
5.
6.
Implications ............................................................................................... 21
-1-
1. Introduction
One area of research has not caught very much attention by researchers in the
past, despite these intensive research efforts: the role of top managers of
acquired companies. Especially the causes and performance consequences of
executive departures following acquisitions have only seldom been empirically
analyzed, even though such a departure is a widely observed phenomenon.
Indeed, several empirical studies show quite consistently that in the first two
years after an acquisition acquired companies are characterized by a
significantly higher turnover rate among their top managers compared to both,
the time before the acquisition and companies which did not undergo an
acquisition process (Walsh (1988); Hambrick and Cannella (1993); Krug (2003);
Martin and McConnell (1991); Lubatkin et al. (1999)). But it remains
-2-
theoretically and empirically unclear if this higher turnover rate has a negative,
positive or no influence on post-acquisition performance (Gerpott (1993a)).
-3-
2. Theoretical Positions
-4-
in
better
way.
Accordingly,
companies
which
show
chronic
underperformance are traded on the market for corporate control and face the
threat of being taken over by another company. After such a takeover, the main
task of the new owner then is to eliminate the causes for the acquired
companys profitability problems. In this context, the replacement of the old top
management team by a better one is one of the first and most important
measures. This reasoning of corporate control theory is based on the central
assumption that there is a high correlation between the quality of top managers
and a companys performance (Manne (1965); Marks (1994)).
Since from the perspective of corporate control theory it is only reasonable for a
company or a management team to acquire another company on the market for
corporate control if it believes that it is capable of managing this company in a
better way, an improved post-acquisition performance should be expected. An
important precondition for this performance increase is, however, that the new
owner actually succeeds in eliminating the management deficits from which the
acquired company suffered. Accordingly, from the perspective of corporate
-5-
control theory, the replacement of the former top management team plays an
important role for post-acquisition success, too (Lucks and Meckl (2002);
Metzenthin (2002)). This conclusion is stated in hypothesis 1B:
Hypothesis 1B: The higher the absolute and relative turnover among
top managers of acquired companies is, the higher is the level of
post-acquisition performance.
-6-
Although the reasoning of human capital theory mainly refers to the relationship
between executive departure and post-acquisition success, it also offers
conclusions for the relationship between the performance level of a company
prior to its acquisition and top management turnover. Precisely, human capital
theory argues that managers who were very successful prior to an acquisition
possess great opportunities on the executive job market. Furthermore, these
successful managers are in many cases rather willing to leave the company
than to follow the changed strategic direction which a new owner might want to
go into (Cannella (1990); Gerpott (1993a)). This reasoning is summarized in
hypothesis 2A:
But executive departure after acquisitions does not only lead to a loss of
valuable human capital. As a matter of fact, it also has a negative signaling
effect. Different empirical studies found for example that important stakeholders
like banks, suppliers, and customers regard an increased turnover rate among
top managers of a certain company as an alarm signal which causes them to
reduce the cooperation with that company in the aftermath (Mller-Stewens and
Lechner (2003)). Even worse is the signaling effect of an increased top
management turnover on the employees and middle-managers within the
company (Schuler et al. (2004); Krug and Nigh (2001); Cartwright and Cooper
-7-
(1992)). In this context, different empirical studies point out that acquired
companies are characterized by declining productivity and job satisfaction rates
as a consequence of executive departure (Marks (1994); Buono (2003)).
Furthermore, top managers who leave their company often take particularly
skilled employees along to their new employer. Thus, according to human
capital theory, high top management turnover after an acquisition does not only
lead to an important loss in human capital but also to an immense perturbation
and disruption of processes in a company. This leads to the conclusion that top
management turnover following acquisitions has a negative effect on postacquisition performance (Schrader (1995)). Hypothesis 2B reflects this
assumption:
Hypothesis 2B: The higher the absolute and relative turnover among
top managers of acquired companies is, the lower is the level of postacquisition performance.
-8-
Corporate
control theory
Replacement of unsuccessful top
management team in order to
regain profitability
Hypothesis 1 A
Hypothesis 1 B
+
Top management
turnover in acquired
companies
Pre-acquisition
performance
Post-acquisition
performance
Hypothesis 2 A
Hypothesis 2 B
Figure 1:
3. Research Design
-9-
Out of these 11,581 mergers and acquisitions, in a first step, we excluded all
those takeovers which could be classified as mergers of equals or as asset
deals. This restriction seemed necessary because for mergers of equals as well
as for asset deals the measurement of post-acquisition performance and top
management turnover is hardly possible. In a second step, we eliminated all
takeovers which only led to minority participations because in these cases it is
not guaranteed that the acquiring company actually gains control of the
acquired company. In a third step, we filtered out takeovers of companies that
did not have their headquarters in Germany and did not have the legal form of
an Aktiengesellschaft (stock corporation). This restriction was necessary to
facilitate
data
collection,
since
the
available
databases
only
contain
- 10 -
on
the
Vorstandsvorsitzender
(CEO)
or
the
Vorstand
- 11 -
rel
abs
In order to determine pre- and post-acquisition success we used an accountingbased performance measure precisely, return on assets (ROA). While this
measure has certain limitations, its main advantage is that the necessary
accounting data are publicly available and that the ratio is easy to calculate (Fey
(2000)). Furthermore, we could not use market-based performance measures
like stock returns in the present study since a number of companies in the
sample are not listed at the stock exchange. ROA was calculated as follows
(Kting and Weber (2001)):
Net income
t
ROA =
t (Total assets + Total assets
)/2
t
t 1
In order to overcome problems of accrual accounting, we calculated preacquisition performance as the arithmetic mean of the respective ROA in the
three years preceding the acquisition. For post-acquisition performance, we did
not take the year of the acquisition as a reference point, however, since the goal
of this study is to assess performance effects of executive turnover after
acquisitions. Thus, for each company, we calculated the median of the
departure dates of the companys executives within the two-year period
following the acquisition which served as a reference point. We then determined
- 12 -
post-acquisition performance as the arithmetic mean of ROA for the three years
following this median of the departure dates. All relevant data were obtained
from
Hoppenstedts
Handbook
of
German
Stock
Corporations,
from
4. Results
The presentation of the results of this study starts with a brief descriptive
analysis of the companies in the sample. We devote special attention to the
observed levels of executive departure and to pre- as well as post-acquisition
performance. After this descriptive overview, we analyze the relationship
between top management turnover and pre- as well as post-acquisition
performance in more detail.
Altogether, the 44 companies in the sample had 148 board members before
they were acquired. This amounts to an average number of board members per
- 13 -
Turnover rate
50 %
41.9 %
40 %
33.8 %
30 %
27.7 %
20 %
12.8 %
14.9 %
10 %
6.1 %
0%
12
18
8.1 %
24
t (months)
Figure 2:
The top management turnover rates, which we found in the present study,
correspond to those of other, mostly US-based studies. These studies also
came to the conclusion that turnover rates among top managers are particularly
high immediately after an acquisition and decrease in the time that follows. The
turnover rate that resulted after 24 months varied between 33 and 61 percent in
these studies, with the median being as in the present study 45 percent
(Walsh (1988); Hambrick and Cannella (1993); Krug (2003); Martin and
McConnell (1991); Lubatkin et al. (1999)).
The overall success rate of the acquisitions analyzed in the present study lay at
55 percent, i.e. 55 percent of the companies in the sample had a higher ROA
after the acquisition than before the takeover. Similar results were found by
Bhner (1990) and Gerpott (1993b) for German companies. In comparison to
- 14 -
performance,
executive
departure
and
post-acquisition
between
top
management
turnover
and
post-acquisition
- 15 -
Corr. 1
1 turnrel
Sig.
Corr. .840*** 1
2 turnabs
Sig.
3
.000
.
-.141
.360
Corr. -.404**
-.399**
.410**
Sig.
.007
.007
.006
.119
.006
-.220
ness
.442
.970
.151
-.093
.040
.066
-.138
size
.547
.795
.672
.370
Sig.
.302
4 ROAafter
Sig.
Sig.
.269
.819
Correlation matrix
Overall, the results of the correlation analysis offer support for hypotheses 2B,
i.e. a higher rate of executive departure has a negative effect on postacquisition performance, whereas hypotheses 2A has to be declined. As far as
hypotheses 1A and 1B are concerned, support for none of them could be found,
i.e. pre-acquisition performance has no effect on top management turnover
following the acquisition. Before final conclusions regarding the four hypotheses
can be drawn, however, multivariate analyses are necessary in order to control
for other factors. Results of respective regression analyses are presented in the
next section.
- 16 -
Dependent variable:
Absolute top management
turnover
Standardized
coefficients (Beta)
Model 1
Model 2
Control variables
Relatedness
Relative size
0.108
-0.078
0.110
-0.072
-0.139
R2
0.020
R2
Level of significance
0.659
0.039
0.019
0.376
44
44
Table 2:
Table 2 shows that neither the two regression models as a whole nor any of the
coefficients are significant. We found similar results when using the variable
relative top management turnover as dependent variable. Thus, the first set of
regression analyses supports the findings of the correlation analysis and shows
- 17 -
For the second set of regression models post-acquisition ROA was used as the
dependent variable. Altogether, we computed three different regression models
using hierarchical multiple regression technique (Field (2005)). The first model
only considered the effect of the two control variables. The second model then
also comprised pre-acquisition performance, while the third model additionally
included the variable absolute top management turnover. For all three models
additional tests showed that the requirements of homoscedasticity and normal
distribution were met and that neither collinearity nor autocorrelation could be
observed. Table 3 gives an overview of the three regression models.
Dependent variable:
Average post-acquisition ROA
Standardized
coefficients (Beta)
Control variable
Relatedness
Relative size
Model 1
Model 2
Model 3
-0.215
0.036
-0.220
0.019
-0.184
-0.005
0.410**
0.365**
-0.326**
0.351
0.218
0.168
0.019
0.320
0.102
0.004
44
44
44
R2
0.050
R2
Level of significance
N
* Coefficient significant at the 0.05-level
**Coefficient significant at the 0.01-level
Table 3:
Table 3 shows that, except for the first model, all regression models are highly
or very significant, explaining between 21.8 and 32.0 percent of the variance in
post-acquisition performance. Furthermore, table 3 makes it clear that top
management turnover has a significant, negative effect on post-acquisition
performance, i.e. the higher the rate of executive departure, the lower the
performance of the respective company. A likewise significant effect can be
- 18 -
Thus, the results of the second set of regression analyses confirm the findings
of the correlation analysis and give support to hypothesis 2B, i.e. the reasoning
of human capital theory, whereas hypothesis 1B the reasoning of corporate
control theory has to be declined. These findings will be discussed in more
detail in the following section.
All in all, the results of the present study support at least regarding the
relationship
between
top
management
turnover
and
post-acquisition
- 19 -
The study has also shown that the level of pre-acquisition performance has a
significant positive effect on post-acquisition performance. Nevertheless, a more
detailed analysis of the sample gives reason to believe, that particularly
companies with low performance levels prior to the acquisition are making a
mistake if they do not try to tie their top managers to the company after it has
been acquired. For this analysis we divided the companies in the sample up into
two groups with high and low pre-acquisition performance respectively. In each
of the two groups we draw a further distinction between companies with high
and with low top management turnover. The results of this analysis are
displayed in figure 3. The figure shows that for companies with high preacquisition performance an increased turnover among top managers after the
takeover led to a stronger decrease in performance compared to companies
with lower turnover rates. A more substantial effect, however, could be
observed for companies with low pre-acquisition performance. They were able
to strongly increase their performance if they were characterized by low
executive turnover, whereas in case of high degrees of executive departure
they almost remained on the same (low) performance level. This means that
despite the general impact of pre-acquisition performance on post-acquisition
performance a low turnover rate among top managers is particularly desirable
for companies with low performance levels before the acquisition.
- 20 -
ROA
8%
6%
4%
2%
0%
-2%
-4%
-6%
-8%
Pre-acquisition
performance
Post-acquisition
performance
Figure 3:
Development of ROA for companies with high and low top management turnover
One has to take into account, however, that the period of observation in this
study is limited to the first three years after an acquisition. Thus, conclusions
regarding the long-term development of an acquired companys performance
cannot be drawn. For this reason, it is possible that though high levels of
executive departure have negative effects on performance in the first years after
an acquisition, they turn out to be the better alternative in the long run. But, as
Krug (2003) showed in an empirical study, companies which are characterized
by high turnover rates among top managers right after an acquisition also face a
higher level of departures among the newly appointed top managers in the time
that follows. This finding gives reason to believe that high top management
turnover following an acquisition also has negative consequences in the long
term.
Finally, the issue of causality, especially between executive departure and postacquisition performance deserves some further attention. As a matter of fact,
the present study has only shown that these two variables are positively related.
It cannot be concluded directly from the data, however, that a lower turnover
- 21 -
6. Implications
This study has shown that executive departure plays an important role in the
context of acquisitions and should therefore be analyzed in more depth. For this
deeper analysis a number of starting points exists. It seems promising, for
example, to distinguish between different types of executive departure after an
acquisition. This differentiation could especially lead to better results regarding
the relationship between pre-acquisition performance and executive departure.
Also, the inclusion of moderating variables into the analysis might be useful.
Indeed, empirical studies by Krishnan et al. (1997) and by Gerpott (1993a)
showed that factors like the complementarity of top managers background
characteristics in both companies moderate the relationship between executive
departure and post-acquisition performance. Last but not least, an expansion of
the period of analysis seems to be reasonable in order to get a clearer picture of
the long term effects of executive departure after acquisitions (Krug (2003)).
- 22 -
Figure 1:
Figure 2:
Figure 3:
Table 1:
Correlation matrix.15
Table 2:
Table 3:
II
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