Political ideology in M&A
Abstract
We study the effect of shared political identity between acquirers and targets on merger outcomes. In a sample of public US mergers, we find that targets are more likely to merge with firms of similar political orientation. We document that acquirers in politically matched mergers experience significantly worse cumulative abnormal returns around the merger announcement, compared to their non-politically matched counterparts. Acquirers in those mergers pay lower takeover premiums, experience worse post-merger operating performance, retain more from the target management, and receive larger bonuses. Our results indicate that politically matched mergers create less value to shareholders.
1 INTRODUCTION
Political ideology encompasses more than an individual's views and electoral choices. It shapes the social and economic values he carries, how he perceives and understands the world around him, and his choice of colleagues and partners (Barnea & Schwartz, 1998; Jost et al., 2003; Layman et al., 2006; Schwartz et al., 2010). Managers are not immune to such cognitive drivers. One setting in which political ideology could drive managerial decision-making is whom the firm acquires or merges with.
In finance, political orientation has been found to affect the decision of various economic agents such as corporate executives (Hutton et al., 2014), equity analysts (Jiang et al., 2016), and institutional investors (Bolton et al., 2018; Hong & Kostovetsky, 2012). Furthermore, the political beliefs of top executives foster a particular environment within the firm that significantly shapes the corporate culture (Babenko et al., 2016; Briscoe et al., 2014; Chin et al., 2013; Guiso et al., 2015). The evidence on executive values shaping corporate culture extends beyond the realm of political values to other traits and behaviors (e.g., Benmelech & Frydman, 2015; Davidson et al., 2015). In this paper, we look at the effect of having a shared political identity between the acquirer and target on merger outcomes. Acquisitions are significant decisions for firms, carry substantial long-term implications for both the target's and the acquirer's shareholders, and can have multiple motives and drivers (Nguyen et al., 2012). The decision to merge with an entity often lends itself not only to the synergistic fit of the two firms, but also to the cultural fit, interaction, and trust between the top management teams (TMTs) of both firms. Having a similar culture plays a significant role in the decision on whom to merge with and likely manifests itself during the merger negotiations, conditions setting, and final signing of the deal. For example, Hoffman et al. (2007) show that differences in executive team political orientations act as barriers to mergers even in cases where the mergers could potentially be value-creating. A focus on the political culture is fueled by the growing partisanship and polarization in the US political landscape (Fisher et al., 2013; Poole & Rosenthal, 2000; Prior, 2013; Rohde, 1991). This growing partisanship and polarization are certainly confirmed in our data by the tendency of firms to have managers of similar political ideology. Hence, a variable that could affect merger outcomes would therefore be of importance to understand.
We hypothesize that firms would be driven to merge with firms with whom they share a similar culture and belief system. Firms of similar culture are better able to sail through the dangerous waters of post-merger integration, a process in which people, cultures, and processes often collide and can easily result in the merger's failure (Cartwright & Cooper, 1993). This ideology and culture similarity would lend to a sense of trust and commitment across both parties (Cvetkovich & Lofstedt, 2013; Dwyer et al., 1987; Earle & Cvetkovich, 1995; Miller, 1995; Morgan & Hunt, 1994) that would create a better information channel, which in turn manifests itself in better performance. We term this the value creation hypothesis. On the other hand, the similarity in culture and managerial values could also have its costs. Having cultural and ideological similarity as a primary driver could result in firms forgoing better investment opportunities, insufficient risk consideration, and eventually poor decision-making (Ang et al., 2015; Byrne, 1971; Janis, 1982; Triandis et al., 1965). These adverse outcomes are further exacerbated by the tendency of homogeneous groups to perform worse relative to heterogeneous ones (Triandis et al., 1965). We term this the value-destroying hypothesis.
We examine these two competing hypotheses by analyzing the political orientation of executives in 686 public mergers of Standard and Poor (S&P) 1500 firms over the period from 1993 to 2010. Firms’ top executives have a very significant influence and control over the merger process starting from its initiation to its closure. Hence, it is no surprise to continually see their traits and incentives affecting merger outcomes (Graham et al., 2013; Yim, 2013). We find that acquirer announcement cumulative abnormal returns (CARs) in mergers in which the TMTs have a common political ideology (CPI) are lower.1 This finding is consistent with the hypothesis that the trust generated by having a shared identity could lead to worse decision-making. We arrive at a similar finding when examining the combined entity CARs.2 However, we fail to find any evidence that a similar adverse effect exists for the target announcement returns. Such lack of evidence indicates that the lower combined CARs are not driven by an overpayment for targets with a CPI (i.e., a wealth transfer from the acquirer to the target). A politically matched acquisition (PMA) is associated with a 2.0% (1.7%) less CARs to the acquirer (combined entity), compared to their non-politically matched counterparts. The effects on the acquirer remain even when we separately consider either political party (Republicans vs. Democrats). To assess the economic magnitude of the drop in the CARs, we compare it at the mean 7-day CAR for both the acquirer and combined entity and find it to be −2% and 1.2%, respectively. Hence, a drop from −2% for the average acquirer down to −4% certainly carries an economic significance.
Given this adverse outcome for politically matched mergers, we further examine how shared ideology affects other merger outcomes. We start by examining whether deal premiums paid to the target are less in PMAs, and we find that such acquisitions are associated with the acquirer offering a smaller share price premium, compared to non-PMAs. We find that this premium effect is driven by the Republican mergers. Moreover, we observe worse operating performance 3 years after the merger for PMAs, which is consistent with the market's negative response to the merger upon announcement.
We also find that PMAs are more likely to happen than suggested by a random acquirer-target matching simulation within industry and year. The evidence, however, indicates that it is targets that seem to more likely be matched to politically similar acquirers. In other words, targets seem to choose acquirers with whom they are similar along the political ideology dimension. On the contrary, we find little tendency for acquirers to seek targets of a similar political ideology.
Furthermore, we examine how this common political identity affects the retention of the target's executive team (Agrawal & Walkling, 1994; Ghosh & Ruland, 1998). We find that in PMAs, there is a higher retention of executives from the target into the merged entity. Higher manegerial retention is found for both Republican and Democrat executives. Retention of lesser-quality managers could be one reason explaining the negative market outcome upon the announcement of such mergers. Last but not least, we examine the compensation the acquirer's top managers receive upon completion of the merger (Grinstein & Hribar, 2004; Harford & Li, 2007). We find that on average, top managers receive greater cash bonuses upon completing a PMA. This effect is stronger when we control and interact PMA with the announcement CARs. That is, controlling for announcement performance, PMAs seem to enjoy an even higher bonus, compared to non-PMA counterparts. This effect is true for the Republican PMAs.
The evidence, taken together, indicates that having a CPI across the TMTs of acquirer and target has adverse effects on merger outcomes. It is possible that a common culture and a shared political identity do foster an environment of trust and information flow during merger negotiations and post-merger integration. However, we observe only adverse effects for PMAs, consistent with poorer decision-making. The desire to seek and the preference to work with firms and managers of similar cultures and values in an acquisition could be one mechanism explaining the documented value destruction for shareholders in mergers.
This paper contributes to the emerging literature on corporate culture and its influence on organizational outcomes. Culture has been found to be an essential element behind economic decision-making (Giannetti & Yafeh, 2012; Guiso et al., 2006, 2008; Li et al., 2011; Orlova et al., 2017). Several papers have shown that managerial values shape the culture within the firm and the decisions the firm pursues (Davidson et al., 2015; Zingales, 2015). The effect of national culture differences in Mergers and Acquisitions (M&A) is documented in Ahern et al. (2015), who find that cultural differences are an essential determinant of cross-border merger outcomes. Elnahas and Kim (2017) examine the relationship between a CEO's political ideology and M&A decisions and find that Republican CEOs are less likely to engage in M&A activities. While they study the culture and political orientation of the acquiring firm only, we differ in this paper by focusing on the firm-level cultural differences across the merged entities. Because political ideology likely captures traits such as risk-taking behavior and openness to new ideas, we examine whether political ideology is an essential determinant of merger outcomes.
This paper contributes to the growing literature on familiarity and homophily in financial settings as a determinant of managerial decisions. Ishii and Xuan (2014) find that social ties among board members of two firms enhance the chances of a merger occurring, yet they end up being value-destroying. Gompers et al. (2016) find that Venture Capitalists (VCs) prefer to syndicate with those of a shared background such as career, education, or ethnicity, yet again such high affinity has adverse performance effects later on. Nevertheless, Cohen et al. (2010) and Hegde and Tumlinson (2014) show that having a shared identity, whether ethnic or educational, has positive performance spillovers. We try to reconcile these conflicting findings by looking at how a different form of shared identity, the political ideology of the firm's executives, would affect the merger outcomes. Moreover, while Ishii and Xuan (2014) and Cai and Sevilir (2012) look at connections between board members, we differ by looking at top executives in the acquirer and target firms that would likely have different incentives and concerns than board members (Harford, 2003; Hartzell et al., 2004).
This paper also contributes to the long-standing M&A literature that is always trying to better understand the implications and drivers behind such a major corporate decision.
A recently invigorated part of the M&A literature tries to examine how merger outcomes are affected by the relationship between acquirers and targets. While Levy and Sarnat (1970) and Eckbo (1983) are two of the oldest papers to examine how the industry of the target in relation to the acquirer (i.e., a related or diversifying deal) affect merger outcomes, more recently, Hoberg and Phillips (2010) examine how product market synergies between two firms come into play in M&As. We contribute to this literature by showing how having a shared culture and political orientation between the acquirer and the target affects merger outcomes.
2 HYPOTHESIS DEVELOPMENT
An individual's political thought and ideology are an essential dimension of his identity. It is a set of beliefs, attitudes, and principles that defines the political behavior of individuals (Adorno et al., 1950; Jost et al., 2006). A political ideology can be very salient, as it can not only manifest itself in political choices and contributions but also in social behavior and cognition (Barnea & Schwartz, 1998; Jost et al., 2003; Layman et al., 2006; Schwartz et al., 2010). Individuals vary concerning their openness to experience, conscientiousness, belief in equality, risk-taking, and novelty seeking based on where they lie on the conservative-liberal spectrum (Carney et al., 2008; Jost, 2006). Additionally, an individual's political orientation shapes his social and economic attitudes toward various issues such as social welfare, economic equality, and moral matters (Layman et al., 2006). Such issues have become very polarized across the conservative-liberal spectrum of political thought in the United States (Carmines & Wagner, 2006; Layman et al., 2006).
A firm's corporate culture consists of the norms and values widely shared throughout an organization (OReilly & Chatman, 1996). Being at the helm of the firm, top firm managers have a significant influence on the corporate culture and steer the firm's values (Benmelech & Frydman, 2015; Davidson et al., 2015; Mironov, 2015). This transfer is not constrained to values such as integrity and ethical behavior only but can also occur with other traits and values. For example, firms with more liberal top executives see their employees engage in greater Lesbians, Gays, Bisexual, and Transgender (LGBT) activism, a sign of their open-mindedness (Briscoe et al., 2014), and score higher on corporate social responsibility (Di Giuli & Kostovetsky, 2014). The value orientation of the firm's executive could also set the tone for the degree of risk-seeking and equal employee treatment within the firm (Christensen et al., 2015; Hutton et al., 2014; Hutton et al., 2015). Moreover, additional evidence on the effect of managers on values within the firm is the recent causal evidence documented by Babenko et al. (2016) on how employees donate to similar parties as the top executives in the firm.
The corporate culture, as shaped by the top executives, is a vital ingredient in mergers and acquisitions. The post-merger integration is a process in which cultures, people, and processes collide, making it tedious, lengthy, and risky. Such a process would be achieved at a much smoother pace and with greater success when the two merging firms share a similar culture (Cartwright & Cooper, 1993; Chatterjee et al., 1992; Datta, 1991; Stahl & Sitkin, 2005). In fact, 45 top financial executives out of Fortune 500 companies state that the number one reason why mergers fail is the incompatibility of corporate cultures.3 This realization of the dangers of cultural differences in mergers could itself set firms ex-ante to look for partners with similar corporate culture. One channel for this smoother process and later success is that individuals, whose cultural values are inputs in their decision-making (Guiso et al., 2006), would find it easier to coordinate with those who have similar values (Ahern et al., 2015).
This cultural impetus is further stimulated by one's desire to interact with familiar individuals with whom one shares similar values, interests, or backgrounds (Byrne, 1971). We expect corporate managers to be no different. The desire of corporate managers to work with individuals with whom they share similar background and history has been shown to affect decisions at the firm level (Ishii & Xuan, 2014). One dimension of such similarity that individuals look toward, and base their judgments on, is sharing a similar political orientation or ideology (Deaux et al., 1995).
This shared identity would create a sense of trust (Cvetkovich & Lofstedt, 2013; Earle & Cvetkovich, 1995; Miller, 1995), commitment to each other (Dwyer et al., 1987; Morgan & Hunt, 1994), and reduce the feeling of being threatened by the other party (Garcia-Retamero et al., 2012). Therefore, this higher level of trust would result in better communication, information flow, and acceptance of each other (Cai & Sevilir, 2012; Ingram & Roberts, 2000). This improved flow of information could result in a better assessment for the merger fit and synergies, eventually resulting in better and timely decision- making, less conflict, more considerable effort toward the merger, and better negotiation outcomes (Butler, 1999; Hinds & Mortensen, 2005; Jehn, 1995; Krishnan et al., 2006). Furthermore, individuals can work better when their team is homogenous, and therefore we can expect that mergers with shared political identity perform better post-merger (Van Knippenberg, 2000; Van Knippenberg & Ellemers, 2003). Of no less importance is the notion that having a shared identity makes one party care for the outcomes of the other party in negotiations and pushes them toward a win-win situation (Kramer et al., 1993). This concern for a win-win outcome could manifest itself, for example, in the merger agreement to take into consideration the career concerns of the target's management. Besides, having a shared political identity could result in paying lower deal premiums. The shared identity and its associated trust and information advantage could result in the two firms feeling they need to rely less on their investment banks for a fair opinion and convince them of the synergies of the deal. Therefore, one could hypothesize that having a shared political ideology would result in better merger outcomes.
A shared identity and the subsequent higher trust, however, is not without its risks, perils, and costs as it could instead lead to worse decision-making. Firms could be interested in merging mostly due to their shared cultural identity, forgoing better investment or merger opportunities (Ang et al., 2015; Gompers et al., 2016; Horowitz & Tyburski, 2016; Shi & Tang, 2015). One channel for this interest to merge comes from the sense of familiarity that shared values create. One can argue that such familiarity pushes individuals to prefer working together as opposed to working with those that are unfamiliar to them (Byrne, 1971; McPherson et al., 2001). This sense of preference for the familiar is no stranger to the world of finance. For example, investors have been shown to prefer their home markets (Coval & Moskowitz, 1999; French & Poterba, 1991) and to invest heavily in their own company's stock (Benartzi, 2001; Meulbroek, 2005). Having high trust in the team sitting on the opposite side of the table, along with the familiarity bias and desire to conform to and work beside a group of similarly minded individuals, could result in TMTs, consciously or unconsciously, not following through on some areas that need further analysis and scrutiny. This lack of a proper following through may lead firms to forgo concerns they would otherwise not accept and insufficiently consider the risks involved (Janis, 1982). In other words, shared identity could result in poor decision-making. Moreover, this heightened trust could cognitively result in the management of both firms having a more optimistic assessment of the merger outcomes (Uzzi, 1996). In essence, this familiarity bias and resulting trust could lead firms to miss out on better opportunities, lower their standards, fail in doing the proper due diligence, and not come out with the best negotiation outcomes for their shareholders (Barry & Friedman, 1998). The emerging literature in finance on homophily has been in support of such a hypothesis documenting that a preference for the familiar tends to have detracting effects (Gompers et al., 2016; Ishii & Xuan, 2014).
Collaborating with similar individuals has other costs as well. By working with individuals who are different, the merger deal could be more creative in its structure. This potential creativity would stem from diverse and heterogeneous groups potentially being better able to come up with varying perspectives, which can lead to novel insights and solutions (Nemeth, 1986; Page, 2008). Such an outcome might not arise when dealing with a group of similar values and ideas (Triandis et al., 1965). Such a positive outcome from diversified group of managers could spill over beyond merger negotiation into the post-merger performance resulting in politically heterogeneous managers performing better.
3 DATA
We identify all US public mergers and acquisitions of S&P500 firms between 1992 and 2010 from the Securities Data Company (SDC) Platinum database and obtain deal characteristics such as the transacted amount, announcement date, deal percentage financed by cash versus equity, and whether the deal was a tender offer. We obtain compensation data for the top management from Execucomp, accounting data from Compustat, board characteristics data from Investor Responsibility Research Center (IRRC) RiskMetrics, and returns data from The Center for Research in Security Prices (CRSP).4 To construct the political identity variable, we use the full names of managers in Execucomp to hand match to their individual political contributions for the years 1993 to 2010 as reported by the Federal Elections Commission (FEC). Our sample, therefore, captures the intersection of the following databases: SDC, Execucomp, Compustat, CRSP, and the FEC. The final sample consists of 686 unique mergers between the years 1993 and 2010.
3.1 Political identity measure
The FEC publicly discloses campaign contributions over $200.5 Disclosures in this database contain the name of the donor, the size of the donation, the committee receiving the donation, and the committee's party affiliation. We identify a manager's political orientation by collecting information about their individual contributions to either Republican or Democratic candidates or both. The candidates could be running for the Senate, the House of Representatives, or the Presidency and contributions can include party committees. We do not collect information on firms’ political action committees (PACs) since they tend to contribute to different parties simultaneously (Cooper et al., 2010).
We then use PO to assess the degree of conformity of the two merging firms’ executives’ ideologies. Our key independent variable, PMA, is a dummy variable, which allows us to flag a merger as having a common political identity if both the acquirer and target share the same political values. Hence, PMA would be equal to 1 if the POs of merging firms were greater than 0.25 (i.e., Republican managers in both firms), less than −0.25 in both firms (i.e., Democrat managers in both firms), and 0 otherwise.7
Christensen et al. (2015), Hutton et al. (2014), and Chin et al. (2013) perform various validation tests such as self-reported party affiliation, and they find that such measure truly captures the political orientations of the manager. Moreover, the extant literature in political science confirms that individual political donations are a result of their personal ideologies, which is the basis of our manager-level time-invariant approach in measuring a manager's political identity (Ansolabehere et al., 2003; Ensley, 2009; Francia, 2003; Francia et al., 2005).
3.2 Descriptive statistics
Table 1 shows the breakdown of acquisitions in our sample by year, and Table 2 documents the breakdown by acquirer industry. Both tables report the numbers for the full sample as well as by PMA indicator. We notice that the distribution in the PMA subsample across the years in Table 1 and across industries in Table 2 is representative of the full sample. Of all mergers in our sample, approximately 24% are flagged as PMAs.
Full sample | Politically matched acquisition (PMA) | Non-PMA | ||||
---|---|---|---|---|---|---|
Year | Number | % | Number | % | Number | % |
1993 | 1 | 0% | 0 | 0% | 1 | 0% |
1994 | 23 | 3% | 5 | 3% | 18 | 3% |
1995 | 44 | 6% | 12 | 7% | 32 | 6% |
1996 | 46 | 7% | 10 | 6% | 36 | 7% |
1997 | 69 | 10% | 17 | 10% | 52 | 10% |
1998 | 69 | 10% | 17 | 11% | 52 | 10% |
1999 | 88 | 13% | 19 | 11% | 69 | 13% |
2000 | 58 | 8% | 21 | 13% | 37 | 7% |
2001 | 30 | 4% | 8 | 5% | 22 | 4% |
2002 | 11 | 2% | 4 | 2% | 7 | 1% |
2003 | 24 | 3% | 5 | 3% | 19 | 4% |
2004 | 32 | 5% | 7 | 4% | 25 | 5% |
2005 | 37 | 5% | 8 | 5% | 29 | 6% |
2006 | 34 | 5% | 10 | 6% | 24 | 5% |
2007 | 41 | 6% | 11 | 7% | 30 | 6% |
2008 | 30 | 4% | 4 | 2% | 26 | 5% |
2009 | 25 | 4% | 5 | 3% | 20 | 4% |
2010 | 24 | 4% | 3 | 2% | 21 | 4% |
Total | 686 | 100% | 166 | 100% | 520 | 100% |
- Note: This table reports the number of acquisitions in our sample broken down by year and PMA indicator. The PMA indicator marks acquisitions of politically alike firms. All acquirers and targets in the sample are US public firms.
Full sample | PMA | Non-PMA | ||||
---|---|---|---|---|---|---|
Industry | Number | % | Number | % | Number | % |
Agriculture, forestry, and fishing | 2 | 0% | 1 | 1% | 1 | 0% |
Mining | 32 | 4% | 14 | 6% | 18 | 3% |
Construction | 3 | 0% | 2 | 1% | 1 | 0% |
Manufacturing | 242 | 36% | 50 | 32% | 192 | 37% |
Transportation and public utilities | 100 | 15% | 29 | 18% | 71 | 14% |
Wholesale trade | 16 | 3% | 5 | 3% | 11 | 2% |
Retail trade | 32 | 4% | 5 | 3% | 27 | 5% |
Finance, insurance, andreal estate | 143 | 20% | 42 | 24% | 101 | 19% |
Services | 94 | 14% | 17 | 10% | 77 | 15% |
Non-classified | 22 | 3% | 2 | 2% | 20 | 4% |
Total | 686 | 100% | 166 | 100% | 519 | 100% |
- Note: This table reports the number of acquisitions in our sample broken down by acquirer industry and PMA indicator. Industries are defined as the one-digit SIC code. The PMA indicator marks acquisitions of politically alike firms. All acquirers and targets in the sample are US public firms.
Table 3 presents sample summary statistics8. We notice that acquirers in PMAs are smaller firms, have a lower Tobin's Q, and have worse pre-merger stock performance.9 We also notice that PMAs execute larger deals in absolute terms and also relative to their size.
Full sample | PMA | Non-PMA | Test stats | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Mean | Median | Std. Dev. | Mean | Median | Std. dev. | Mean | Median | Std. dev. | ∆ Means | T-stat | |
Acquirer Assets ($ billions) | 67.51 | 13.66 | 197.35 | 59.70 | 14.78 | 151.48 | 70.01 | 13.08 | 209.96 | −10.30 | −0.59 |
Acquirer Q | 2.29 | 1.52 | 2.37 | 2.01 | 1.47 | 1.87 | 2.38 | 1.58 | 2.50 | −0.36 | −1.70* |
Acquirer Debt to Assets | 0.20 | 0.18 | 0.15 | 0.21 | 0.19 | 0.13 | 0.20 | 0.18 | 0.15 | 0.01 | 0.59 |
Acquirer CF to Assets | 0.14 | 0.13 | 0.09 | 0.13 | 0.12 | 0.08 | 0.14 | 0.14 | 0.10 | −0.01 | −1.67* |
Acquirer BH [−20,−219] Return | 0.10 | 0.05 | 0.39 | 0.07 | 0.03 | 0.34 | 0.11 | 0.06 | 0.40 | −0.04 | −1.15 |
Acquirer Political Identity | 0.16 | 0.22 | 0.45 | 0.39 | 0.48 | 0.46 | 0.09 | 0.09 | 0.43 | 0.31 | 7.91*** |
Acquirer Staggered Board | 0.48 | 0.00 | 0.50 | 0.63 | 1.00 | 0.48 | 0.43 | 0.00 | 0.50 | 0.20 | 4.40*** |
Target Assets ($ billions) | 14.01 | 1.44 | 73.24 | 15.01 | 2.42 | 87.43 | 13.69 | 1.22 | 68.18 | 1.31 | 0.20 |
Target Q | 1.79 | 1.35 | 1.28 | 1.70 | 1.27 | 1.17 | 1.82 | 1.37 | 1.32 | −0.12 | −1.07 |
Target Debt to Assets | 0.24 | 0.23 | 0.19 | 0.24 | 0.24 | 0.18 | 0.24 | 0.22 | 0.19 | 0.00 | 0.09 |
Target CF to Assets | 0.11 | 0.12 | 0.12 | 0.11 | 0.12 | 0.12 | 0.11 | 0.11 | 0.12 | −0.01 | −0.52 |
Target BH [−20,−219] Return | 0.02 | −0.03 | 0.48 | 0.03 | −0.01 | 0.41 | 0.02 | −0.05 | 0.50 | 0.01 | 0.22 |
Target Political Identity | 0.14 | 0.07 | 0.38 | 0.38 | 0.44 | 0.42 | 0.06 | 0.00 | 0.33 | 0.32 | 10.01*** |
Target Staggered Board | 0.58 | 1.00 | 0.49 | 0.62 | 1.00 | 0.49 | 0.57 | 1.00 | 0.50 | 0.05 | 0.98 |
PMA | 0.24 | 0.00 | 0.43 | 1.00 | 1.00 | 0.00 | 0.00 | 0.00 | 0.00 | 1.00 | .*** |
Deal Value ($ billions) | 5.15 | 1.44 | 12.05 | 5.87 | 2.30 | 10.69 | 4.92 | 1.27 | 12.45 | 0.95 | 0.88 |
Deal Premium | 0.38 | 0.32 | 0.54 | 0.32 | 0.28 | 0.35 | 0.40 | 0.33 | 0.59 | −0.08 | −1.46 |
Target Executive Retention | 0.06 | 0.00 | 0.12 | 0.09 | 0.00 | 0.15 | 0.05 | 0.00 | 0.11 | 0.04 | 3.71*** |
Log(Post-Merger TMT Bonus) | 6.38 | 7.58 | 3.20 | 6.74 | 7.71 | 2.93 | 6.27 | 7.56 | 3.28 | 0.48 | 1.64 |
Post-Merger Operating Performance | 0.03 | 0.01 | 0.18 | −0.00 | −0.01 | 0.17 | 0.05 | 0.03 | 0.18 | −0.05 | −2.16** |
No. of Bidders | 1.08 | 1.00 | 0.33 | 1.11 | 1.00 | 0.44 | 1.07 | 1.00 | 0.28 | 0.04 | 1.46 |
Small Deal | 0.22 | 0.00 | 0.41 | 0.15 | 0.00 | 0.36 | 0.24 | 0.00 | 0.43 | −0.09 | −2.44** |
Related Deal | 0.78 | 1.00 | 0.41 | 0.81 | 1.00 | 0.39 | 0.77 | 1.00 | 0.42 | 0.04 | 1.09 |
Tender Offer | 0.15 | 0.00 | 0.36 | 0.13 | 0.00 | 0.34 | 0.16 | 0.00 | 0.37 | −0.03 | −0.85 |
Distance (miles) | 768.02 | 527.62 | 802.30 | 692.76 | 516.99 | 719.75 | 792.09 | 529.51 | 826.17 | −99.33 | −1.39 |
Local Deal | 0.23 | 0.00 | 0.42 | 0.25 | 0.00 | 0.44 | 0.23 | 0.00 | 0.42 | 0.03 | 0.73 |
% Cash | 42.29 | 33.14 | 40.94 | 40.38 | 33.54 | 39.40 | 42.92 | 32.99 | 41.46 | −2.54 | −0.66 |
- Note: This table provides summary statistics for the mergers in our sample. The statistics are shown for the full sample in the first three columns, and we show the statistics by PMA indicator in the last six columns. All acquirers and targets are US public firms. The first 5 rows in this table show the pre-merger acquirer characteristics, followed by the pre-merger target characteristics, and the rest of the variables in the table show deal and post-merger acquirer characteristics. Q is the sum of book value of assets and market value of equity times shares outstanding minus book equity all over assets. Debt is long-term debt plus debt in current liabilities. Cash flow is operating income before depreciation. Buy&Hold [−20,−219] abnormal return is relative to the merger announcement date using the CRSP value-weighted index. Acquirer and Target Political Identity are continuous measures that take the value of 1 for firms that donate only to the Republican Party and −1 for firms that donate only to the Democratic Party. Staggered Board is a governance measure and the variables is equal to 1 if the firm has a staggered or a classified board and 0 otherwise. PMA is a dummy variables that measures Politically Matched Acquisitions and takes the value of 1 when the acquirer and target share the same political identity and 0 otherwise. Deal Premium is the takeover premium that is calculated using the offer price relative to the target's price 42 trading days prior to the announcement. Target Executive Retention is a ratio constructed by dividing the number of pre-merger target executives that remain in the post-merger executive team over the total number of executives in the new firm. Post-Merger TMT Bonus is a ratio constructed by aggregating the executive team bonuses awarded to the top five executives in the year of merger completion. Post-Merger Operating Performance is the industry-year, peer-matched-adjusted post-merger operating performance of the merger during the 3 years post-merger. Small Deal is a dummy variable equal to 1 if the relative value between the acquirer and the target is 5% or less. A deal is flagged as related if the acquirer and target are in the same industry. Local Deal is a dummy variable equal to 1 if the acquirer and target are 63 miles (100 km) away from each other as defined in Uysal et al. (2008). % Cash is the percentage of acquisition transaction paid for using cash.
Other trends in the table suggest that PMA deals happen more within-industry,10 are less likely to be tender offers, less likely to pay all cash, and more likely to pay all stock, compared to non-PMA counterparts.
3.3 Entropy balancing
h() is a maximum distance deviation constraint assigned by the researcher and is equal to h(ωi) = wi log(ωi) and mr represents the nth order of balance in moment distribution assigned.
Using entropy balancing on the first and second moments, we balance the distribution of all regression covariates using pre-merger levels. This is achieved by assigning weights to observations such that PMA and non-PMA mergers have similar first and second moments along with observable covariate distributions.
4 POLITICAL SIMILARITY AND ABNORMAL RETURNS
4.1 Univariate results
In this section, we start by analyzing how the market responds to acquisitions in which the target and the acquirer share a similar political ideology. We do this by examining the abnormal returns for the two merging firms around the announcement period. We follow the standard event study methodology of Brown and Warner (1985) to calculate the CARs around the announcement date. We use the market-adjusted returns model of Brown and Warner (1985) in which the abnormal return for firm i on day t is equal to firm i ’s return on day t minus the return of the market on day t.11 For the market return, we use the CRSP value-weighted index return. To generate the CARs, we would then sum the daily abnormal returns for the firm over the event window. Various papers have shown that the use of simpler models in event studies yields results that are no different from those of more sophisticated models (Brown & Warner, 1980, 1985; MacKinlay, 1997).
Table 4 reports the CARs for the acquirer, the target, and the combined firm around the acquisition announcement for the full sample and also broken down between firms engaged in PMAs and non-PMAs. The table reports the 7-day window [−3,+3] where the event on day 0 is the acquisition announcement date. In creating the combined entity CARs, we do a weighted-average of the CARs of both the acquirer and the target where the weights are the market value of the firm 4 days before the announcement (Bradley et al., 1988; Kaplan & Weisbach, 1992) and then adjust those weights to reflect the bidder's toehold. By examining the combined entity, we can observe the total economic value of the acquisition for the overall shareholders (Kaplan & Minton, 2006).
Full sample | PMA | Non-PMA | Difference in means | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Mean | Median | Std. dev. | Mean | Median | Std. dev. | Mean | Median | Std. dev. | t-value | z-value | |
Acquirer [−1, +1] | −0.021 | −0.012 | 0.065 | −0.029 | −0.020 | 0.074 | −0.018 | −0.011 | 0.061 | 1.71* | 1.61 |
Acquirer [−2, +2] | −0.020 | −0.013 | 0.071 | −0.029 | −0.019 | 0.075 | −0.018 | −0.012 | 0.069 | 1.74* | 1.69* |
Acquirer [−3, +3] | −0.020 | −0.013 | 0.076 | −0.031 | −0.030 | 0.081 | −0.016 | −0.010 | 0.074 | 2.06** | 2.44** |
Target [−1, +1] | 0.187 | 0.151 | 0.205 | 0.180 | 0.157 | 0.190 | 0.190 | 0.146 | 0.210 | 0.52 | 0.39 |
Target [−2, +2] | 0.195 | 0.162 | 0.211 | 0.187 | 0.169 | 0.195 | 0.198 | 0.161 | 0.216 | 0.56 | 0.30 |
Target [−3, +3] | 0.198 | 0.165 | 0.221 | 0.191 | 0.170 | 0.197 | 0.199 | 0.161 | 0.228 | 0.39 | 0.17 |
Combined [−1, +1] | 0.011 | 0.007 | 0.064 | 0.008 | 0.005 | 0.069 | 0.011 | 0.007 | 0.063 | 0.50 | 0.45 |
Combined [−2, +2] | 0.012 | 0.009 | 0.068 | 0.010 | 0.006 | 0.071 | 0.013 | 0.010 | 0.067 | 0.56 | 0.51 |
Combined [−3, +3] | 0.012 | 0.010 | 0.075 | 0.009 | 0.004 | 0.075 | 0.014 | 0.010 | 0.074 | 0.71 | 1.11 |
- Note: This table shows the CARs around the acquisition announcement for the acquirers, targets, and the combined firm. We use the standard (−1, +1), (−2, +2), and (−3, +3) event windows in days around the announcement date to measure the CARs. We show the results for the full sample as well as for the PMA breakdown. CARs for the combined entity is calculated using the market value of equity as weights to average the acquirer and target CARs.
We can see from Table 4 that acquirers tend to have their stock prices drop around acquisition announcements. This finding is in line with that of the extant literature on acquirer announcement CARs involving public targets (Fuller et al., 2002) Moreover, the drop observed in an acquisition where firms have common political ideologies is higher than those who do not. Looking at a 7-day window, we can see that acquirers who share similar political beliefs with the target had negative abnormal returns of −3.1%, a figure that is double in non-politically identical acquisitions. This difference in the magnitude of the abnormal returns is statistically significant at the 5% level as can be seen from the reported t-stat. The evidence from the Wilcoxon rank-sum test is even stronger for the 7- day window with a z-value of almost 2.5 providing further support that acquirer CARs are different across PMAs and non-PMAs. Nevertheless, Table 4 provides preliminary evidence that PMAs tend to be more detrimental to the acquirer's shareholders when announced.
We now move to examine the target firms’ return response to the acquisition announcement. Table 4 shows that target CARs were almost as high as 20%, in line with the extant literature. Given our earlier finding that politically identical acquirers have lower CARs than non-politically similar acquirers, it is possible that such acquirers suffer from a more significant wealth transfer to the targets that arises from overpayment. To support such a hypothesis, politically similar targets would have higher CARs than other targets. When looking at the last two columns of Table 4, we can see that targets in PMAs and non-PMAs both observe CARs that range between 18% and about 20%. Furthermore, there is no statistically significant difference between targets’ CARs across both PMAs and non-PMAs. This lack of statistical difference is evidence against the notion that acquirers in PMAs overpay relative to acquirers in non-PMAs. We can, therefore, interpret the findings for the acquirer and target CARs as PMAs being value-destroying as opposed to observing wealth transfer from the acquirer to the target.
Our next step in assessing the market's assessment of the merger announcement, we examine the combined CARs. Table 4 reports combined CARs ranging from 1.1% to 1.2% for the full sample providing evidence that the combined entity has a higher value for all the shareholders involved. This positive combined CAR finding is in line with that of Andrade et al. (2001), Moeller et al. (2004), and Wang and Xie (2009). Looking across politically similar and non-similar acquisitions, we find that the combined CARs are quite close and lack any statistically significant differences. This lack of statistical significance could indicate that the overall shareholders’ gain is similar in both types of acquisitions. In other words, even though politically similar acquirers observed lower CARs, looking at the overall shareholder base of the combined entity, this lower CAR loses its substance.
4.2 Multivariate results
In this section, we further analyze our initial findings that acquirers in PMAs have lower CARs than acquirers in non-PMAs using multivariate analysis that controls for factors driving M&A announcement returns. We use the 7-day acquirer CAR as our dependent variable while the primary independent variable is our PMA measure. Recall that this measure takes a value of 1 if the top executives of the acquirer and target share the same political ideology and 0 otherwise.
Our multivariate setting controls for the various deal and firm characteristics that have been shown to affect merger announcement returns. For deal characteristics, we control for acquirer size and deal size relative to the acquirer (Moeller et al., 2004), acquisition source of financing (Amihud et al., 1990; Travlos, 1987), whether there was a tender offer (Jensen & Ruback, 1983), whether the target is related to the acquirer or not (i.e., a focus vs. a diversifying deal; Morck et al., 1990). For firm characteristics, we control for Tobin's Q, leverage, operating cash flow, and past stock performance (Moeller et al., 2004).12 Corporate governance also has an important impact on mergers and their outcomes (e.g., Carline et al., 2009; Cosh et al., 2006; Masulis et al., 2007). We control for the board's structure, using staggered/classified board indicator as a proxy to control for corporate governance. Staggered boards have been found to be a highly correlated measure with the firm's governance and a very potent anti-takeover measure. (Bebchuk & Cohen, 2005; Bebchuk et al., 2009; Guo et al., 2008).13
It is an observable fact that ideologies, cultures, and even races are to a certain extent geographically clustered for various reasons. These reasons include income inequality, education, environmental, and other factors. Political ideologies are no different Motyl et al. (2014). Furthermore, Wee et al. (2016) find that proximity between the merging firms significantly increases the likelihood of completion as well as an increased likelihood of the bid to receive a positive recommendation from the respective boards. The authors argue that this result is driven by an information channel given the proximity. As such, we control for this channel as one could argue that our measure is picking up geographical proximity instead of political ideology. We follow Uysal et al. (2008) and construct our geographical proximity as a dummy variable, which is equal to 1 if the distance between the headquarters of the target and acquirer is more than 100 km and 0 otherwise. We collect the zip codes of the headquarters as reported in CRSP, and use Google maps Application Programming Interface (API) to extract the latitudes and longitudes at the zip code level to calculate the geodetic distances.14
The standard errors in all of our regressions are adjusted for heteroskedasticity and clustered at the year level.15
Table 5 reports the multivariate regressions for acquirer CARs, target CARs, and combined CARs, in panels A, B, and C, respectively. Column 1 reports the specification with a single PMA variable that does not differentiate between political parties. We can see from panel A, column 1, that the coefficient on PMAs is statistically significant at the 1% level. The coefficient indicates that politically matching acquisitions have almost 2% lower CARs than non-matching acquisitions.
Panel (A)–acquirer CARs | ||
---|---|---|
By party | ||
(1) | (2) | |
PMA | −0.0199∗∗∗ | |
(−2.62) | ||
Republican PMA | −0.0175∗∗ | |
(−2.36) | ||
Democrat PMA | −0.0320∗ | |
(−1.68) | ||
Ln(Acquirer Assets) | 0.0038 | 0.0042 |
(0.84) | (0.91) | |
Acquirer Q | −0.0081 | −0.0081 |
(−1.62) | (−1.61) | |
Acquirer Debt to Assets | −0.0684 | −0.0684 |
(−1.02) | (−1.02) | |
Acquirer CF to Assets | 0.0713 | 0.0689 |
(0.96) | (0.92) | |
Acquirer BH [−20,−219] Return | −0.0048 | −0.0056 |
(−0.27) | (−0.31) | |
Acquirer Staggered Board | −0.0004 | −0.0003 |
(−0.05) | (−0.03) | |
Small Deal Flag | 0.0101 | 0.0095 |
(1.13) | (1.03) | |
% Cash | 0.0000 | 0.0001 |
(0.34) | (0.47) | |
Related Deal | −0.0037 | −0.0054 |
(−0.36) | (−0.48) | |
Tender Offer | −0.0013 | −0.0025 |
(−0.14) | (−0.24) | |
Local Deal | −0.0054 | −0.0047 |
(−0.75) | (−0.66) | |
Obs. | 514 | 514 |
R2 | 0.114 | 0.116 |
Year FE | X | X |
Acq. Industry FE | X | X |
Panel (B)–target CARs | ||
---|---|---|
By party | ||
(1) | (2) | |
PMA | 0.0081 | |
(0.32) | ||
Republican PMA | 0.0102 | |
(0.38) | ||
Democrat PMA | −0.0035 | |
(−0.09) | ||
Ln(Target Assets) | −0.0303∗∗∗ | −0.0300∗∗∗ |
(−3.71) | (−3.65) | |
Target Q | −0.0338∗∗∗ | −0.0339∗∗∗ |
(−3.39) | (−3.43) | |
Target Debt to Assets | 0.0565 | 0.0563 |
(1.04) | (1.03) | |
Target CF to Assets | −0.3256∗∗∗ | −0.3270∗∗∗ |
(−3.73) | (−3.70) | |
Target BH [−20,−219] Return | −0.0805∗∗ | −0.0811∗∗ |
(−2.51) | (−2.49) | |
Target Staggered Board | −0.0289 | −0.0298 |
(−1.55) | (−1.52) | |
Small Deal Flag | −0.0862∗∗∗ | −0.0863∗∗∗ |
(−3.37) | (−3.38) | |
% Cash | 0.0010∗∗∗ | 0.0010∗∗∗ |
(3.47) | (3.67) | |
Related Deal | −0.0503∗ | −0.0526∗ |
(−1.88) | (−1.74) | |
Tender Offer | 0.0745∗ | 0.0739∗ |
(1.71) | (1.70) | |
Local Deal | −0.0059 | −0.0056 |
(−0.27) | (−0.26) | |
Obs. | 438 | 438 |
R2 | 0.282 | 0.282 |
Year FE | X | X |
Acq. Industry FE | X | X |
Panel (C)–combined CARs | ||
---|---|---|
By party | ||
(1) | (2) | |
PMA | −0.0173∗∗ | |
(−2.14) | ||
Republican PMA | −0.0194∗∗ | |
(−2.10) | ||
Democrat PMA | −0.0065 | |
(−0.45) | ||
Ln Total Merger Assets | 0.0001 | −0.0002 |
(0.02) | −(0.05) | |
Merger Q | −0.0063 | −0.0064 |
(−0.85) | (−0.86) | |
Merger Debt/Assets | −0.0071 | −0.0078 |
(−0.15) | (−0.16) | |
Merger Cash flow/Assets | −0.0843 | −0.0832 |
(−1.01) | (−1.01) | |
Merger BH [−20,−219] Return | −0.0334∗ | −0.0327∗ |
(−1.70) | (−1.69) | |
Acquirer Staggered Board | −0.0131 | −0.0133 |
(−1.47) | (−1.53) | |
Target Staggered Board | −0.0105∗ | −0.0097 |
(−1.65) | (−1.49) | |
Small Deal Flag | −0.0310∗∗∗ ∗ | −0.0307∗∗ |
(−3.62) | (−3.56) | |
% Cash | 0.0004∗∗∗ | 0.0004∗∗∗ |
(3.75) | (3.73) | |
Related Deal | 0.0168∗∗ | 0.0190∗∗ |
(2.40) | (2.06) | |
Tender Offer | −0.0054 | −0.0046 |
(−0.93) | (−0.69) | |
Local Deal | −0.0042 | −0.0045 |
(−0.48) | (−0.51) | |
Obs. | 430 | 430 |
R2 | 0.170 | 0.171 |
Year FE | X | X |
Acq. Industry FE | X | X |
- Note: This table shows the ordinary least squares (OLS) regression results where the dependent variable is the acquirer CARs in panel (A), target CARs in panel (B), and combined entity CARs in panel (C). We report the CARs using the (−3, +3) window as our basis for the analysis. Column 1 shows the results without breaking PMA by party, and column 2 shows the results by splitting PMAs by party. Our key variable of interest is PMA, which is equal to 1 if mergers share the same political identity and 0 otherwise. Small deal is a dummy variable, which is equal to 1 if the deal value is equal to 5% or less than the acquirer's size measured by market value of equity at the time of announcement. All other covariates are as defined in the previous tables. Covariates are entropy-balanced following the methodology in Hainmueller (2012) along all observable dimensions to ensure a balanced distribution up to the second moment. T-stats are reported in parentheses. Standard errors are robust and clustered at the year level.
- ∗ denotes p < 0.1, ∗∗ denotes p < 0.05, and ∗∗∗ denotes p < 0.01.
Column 2 repeats the specifications of column 1 while having distinct dummy variables for Republican and Democrat PMAs. This exclusion allows us to understand whether this political similarity effect is pronounced for a certain political orientation or observed across both conservative and liberal orientations. The rationale behind this is that individuals’ decision, as stated earlier, are shaped by their political values and therefore might take different actions based on their openness to new ideas and new experiences and how much they value job security (Atieh et al., 1987; Conover & Feldman, 1981; Gosling et al., 2003; Joe et al., 1977). The shaping of decisions by political values would have a bearing on our setting when considering that Republicans tend to have a higher preference for the familiar and conventional as well as not forthcoming with their trust (Adorno et al., 1950; Carney et al., 2008; Glasgow et al., 1985; Jost et al., 2003; Tomkins, 1963). Hence, we would expect that our findings would be more driven by Republicans than Democrats given their greater stress on familiarity and shared identity. When we examine Democratic and Republican matches each distinctively, we find results that are similar concerning the adverse effect for PMAs, albeit at a slightly lower significance for Democratic PMA. Both types of matches observe statistically and economically lower CARs.
As for the controls’ coefficients, we find, in contrast to Moeller et al. (2004) and Masulis et al. (2007), that Tobin's Q and operating cash flow do not affect the acquirer's CARs. Furthermore, whether the deal offer is a tender offer (i.e., hostile or friendly) does not affect the acquirer CARs as documented by Schwert (2000). We fail, however, in contrast to the extant literature, to find any effect for the acquirer's size, leverage, or its pre-announcement stock run-up. Moreover, no effects were found for deal characteristics such as deal size, method of payment, or type of deal being a focus acquisition or a diversifying one. The other covariate results, however, are in line with the findings of Ishii and Xuan (2014), which use a similar sample of acquisitions done by S&P 1500 firms.
In summary, the results from panel A in Table 5 support our earlier result from Table 4 on the negative relationship between acquirer CARs and the extent of political match between the two management teams even after controlling for various drivers of acquirer announcement returns.
Table 5, panel B, reports the multivariate analysis for target CARs over a 7-day window and PMA as the main regressor. As in Table 4, we fail to find any difference between PMA and non-PMA as indicated by the insignificant coefficient on PMA in column 1. This result takes into account controlling for size, leverage, operating cash flow, staggered board identifier, and pre-announcement stock run-up of the target as well as deal characteristics. The deal characteristics are deal size, method of financing, whether the offer was a tender offer, deal locality, and the industry of the target relative to the industry of the acquirer. The finding is robust to separating the matches along party lines in column 2. This finding means that there is no relationship between target announcement returns and whether the target's management shares the same political values as the acquirer's.
In panel C of Table 5, we repeat our earlier analysis but with the dependent variable being the combined entity of acquirer and target 7-day CARs. Unlike Table 4, we do find a relationship between the combined CARs and PMA. We find that PMAs have a statistically and economically lower significant combined CAR by 1.7%, ceteris paribus, while controlling for the firm and deal characteristics. For firm characteristics, we use the combined acquirer and target assets, Tobin's Q, leverage, staggered board, and operating cash flows. In column 2, which separates PMA along the party lines, we observe evidence that suggests both Republican and Democratic PMAs have lower combined CARs at the 5% and 10% significance levels, respectively. Hence, the multivariate analysis shows evidence consistent with PMAs hurting the combined entity wealth.
The results from the various panels show that mergers in which the TMTs share a similar political orientation seem to damage acquirer shareholders’ wealth. The damage is significant both statistically and economically. Such an adverse reaction to the merger announcement is not felt by target shareholders when the merger is politically matched. Hence, we do not find evidence that this wealth loss by the acquirer is a result of wealth transfer to the target.
In the next section, we analyze the various characteristics of PMAs and explore possible channels that would explain this result.
5 ADDITIONAL ANALYSIS ON POLITICAL SIMILARITY
In this section, we attempt to better understand the characteristics and the channels behind the adverse market reaction to PMAs relative to non-PMAs. First, we analyze the deal premiums paid in the transaction. Having a common political orientation may improve information flow that undermines competition from other bidders. This common orientation, in turn, may lead the acquirer to offer a lower premium in the transaction.
An important decision to be made during mergers is the extent of retention of the top management team from the target. The retention decision is our next analysis in order to understand how a CPI across the two firms affects managerial retention. The adverse market reaction to PMAs could be due to market expectations that such mergers would underperform in the future. Therefore, we investigate how PMAs fare in the post-merger years relative to non-PMAs, and we follow that by assessing the probability of acquisitions and selection occurring when there is a CPI between the target and the acquirer. In our final analysis, we look at how the acquirer's management is rewarded upon completing the merger.
5.1 Political similarity and takeover premiums
The acquirer's expected return from a merger depends on whether information advantage can be realized in the bidding process. As such, an informed acquirer will price such information in the bidding process and pay an optimal premium to close the deal, compared to an uninformed bidder. Given the trust hypothesis and the better information flow in PMAs, we would expect that such mergers would be better priced. As such, one would expect the takeover premiums in PMAs to be lower. It is also possible that a bargain between the acquirer and the target, where the target is willing to trade a lower premium for executive seats in the newly merged entity, leads to a more moderate takeover premium. In fact, Bradley et al. (1988) suggest that favorable post-acquisition contracts, and other favors extended to target executive post-merger, are different kinds of premium that are unobserved in the takeover offer price. These explanations are not at odds with our findings that a shared political ideology may be at work in facilitating a takeover. Therefore, we test whether PMAs indeed pay lower takeover premiums by running the regressions in Table 6 where the outcome variable is takeover premium.
By Party | ||
---|---|---|
(1) | (2) | |
PMA | −0.0501∗∗ | |
(−2.20) | ||
Republican PMA | −0.0486∗∗ | |
(−2.05) | ||
Democrat PMA | −0.0594 | |
(−0.69) | ||
Ln(Acquirer Assets) | −0.0132 | −0.0131 |
(−0.84) | (−0.83) | |
Acquirer Q | 0.0279∗∗ | 0.0279∗∗ |
(2.20) | (2.21) | |
Acquirer Debt to Assets | 0.0831 | 0.0803 |
(0.69) | (0.72) | |
Acquirer CF to Assets | −0.0358 | −0.0388 |
(−0.13) | (−0.14) | |
Acquirer BH [−20,−219] Return | 0.0464 | 0.0460 |
(0.81) | (0.80) | |
Acquirer Staggered Board | 0.0410 | 0.0411 |
(0.81) | (0.81) | |
Target Q | −0.0776∗∗∗ | −0.0776∗∗∗ |
(−5.02) | (−5.06) | |
Target Debt to Assets | −0.1420 | −0.1413 |
(−0.75) | (−0.76) | |
Target BH [−20,−219] Return | −0.1383 | −0.1385 |
(−1.57) | (−1.56) | |
Target Staggered Board | −0.0843∗∗∗ | −0.0842∗∗∗ |
(−2.83) | (−2.84) | |
No. of Bidders | −0.1195∗∗∗ | −0.1199∗∗∗ |
(−2.68) | (−2.72) | |
Small Deal Flag | 0.0832 | 0.0830 |
(1.15) | (1.15) | |
% Cash | 0.0009∗ | 0.0009∗ |
(1.70) | (1.71) | |
Related Deal | −0.0776 | −0.0793 |
(−1.54) | (−1.50) | |
Tender Offer | 0.0435 | 0.0430 |
(1.27) | (1.16) | |
Local Deal | 0.0368 | 0.0376 |
(1.12) | (1.16) | |
Obs. | 376 | 376 |
R2 | 0.247 | 0.247 |
Year FE | X | X |
Acq. Industry FE | X | X |
- Note: This table shows the OLS regression results where the dependent variable is the premium offered in the acquisition deal. Column 1 shows the results without breaking PMA by party, and column 2 shows the results by splitting PMAs by party. Our key variable of interest is PMA, which is equal to 1 if mergers share the same political identity and 0 otherwise. All covariates are as defined in previous tables. Covariates are entropy-balanced following the methodology in Hainmueller (2012) along all observable dimensions to ensure a balanced distribution up to the second moment. T-stats are reported in parentheses. Standard errors are robust and clustered at the year level.
- ∗ denotes p < 0.1, ∗∗ denotes p < 0.05, and ∗∗∗ denotes p < 0.01.
We follow Schwert (1996) and estimate the takeover premium as the merger offer price (per share) over the target's share price 42 trading days before the merger. We use the offer price information for the target from SDC platinum, and we gather the target's pre- announcement share price from CRSP, with the merger announcement date as the reference when we look up the 42 days prior target share price. Ideally, we would like to measure the right base target price before the offer to accurately measure the takeover premium. This base price, however, is unobservable, and most studies in this literature resort to using 2 or 3 months before the first bid as the target base price (Eckbo, 2009).16 Table 3 shows that the overall sample has a mean takeover premium of 38%. PMAs have a mean takeover premium of 32%, whereas the non-PMA counterparts paid an average of 40%. These numbers are well in line with the numbers reported in the literature survey for takeover premiums (Eckbo, 2009).17
The results we obtain from the regressions are consistent with the hypothesis that PMAs pay smaller takeover premiums, compared to their non-PMA counterparts. On average, mergers where the acquirer and target share the same political orientation pay about 5% less in takeover premiums, and this effect is found only in Republican mergers. In these regressions, we control for known determinants of deal premiums such as the number of bidders, percentage of the transaction paid in cash, whether the deal is a tender offer, locality of the deal, as well as acquirer and target characteristics like size, leverage, Tobin's Q, cash flow to assets, staggered board, and past performance.
5.2 Political similarity and target executive retention
One possible channel that could explain the adverse market reaction and the lower takeover premium is the target managers’ retention (Bargeron et al., 2009; Harford, 2003; Hartzell et al., 2004). The extant literature is split on the effect of managerial retention on mergers and announcement returns with findings ranging from a positive relationship (Matsusaka, 1993), to no relationship (Bargeron et al., 2009; Martin & McConnell, 1991), to a negative relationship (Wulf, 2004).
The preference to work with familiar individuals and those that share similar values could result in a higher retention of the target's executives. The potential for higher managerial retention would go along with the targets’ desire to merge with politically similar firms as they might expect to have a higher chance to maintain their positions with an acquirer who shares their identity and feels more comfortable around them. The target's management concern is probably not unwarranted as they tend to face significant career losses upon the acquisition of their firms (Hartzell et al., 2004). However, any more significant retention of executives based on their sharing of a similar political orientation could be a driver behind the considerable value destruction of PMAs (Ishii & Xuan, 2014). To investigate this hypothesis, we look at the proportion of the target's executives that remain as members of the TMT of the acquirer post-merger.
To check for target's managerial retention for each merger in our sample, we examine the members of the target's TMT 1 year before the merger as reported by Execucomp. We then track these managers and observe the ones still serving as top executives in the new combined entity 1 year post-merger. Our measure of retention is the number of managers from the target's TMT divided by the total number of executives in the combined entity post-merger. Column 1 in Table 7 reports a tobit regression of the target managerial team retention rate as a dependent variable against PMA along with the controls for the usual set of acquirer and deal characteristics. We can see that PMAs have a statistically higher retention rate of the target's executives. To assess the economic magnitude, we compare the coefficient to the mean target retention rate of 0.06. Column 1 reports a PMA coefficient of 0.1677. Therefore, a PMA would have a target management retention rate that is more than 4x greater than the mean retention, ceteris paribus. Column 2 reports the same specification while separating the PMA variable along party lines. We arrive at similar findings with similar economic and statistical significance as in column 1. All regression specifications in this table are tobit regressions and left censored to 0.
By party | ||
---|---|---|
(1) | (2) | |
PMA | 0.1677∗∗∗ | |
(14.20) | ||
Republican PMA | 0.1536∗∗∗ | |
(12.51) | ||
Democrat PMA | 0.2476∗∗∗ | |
(19.30) | ||
Ln(Target Assets) | 0.0734∗∗∗ | 0.0714∗∗∗ |
(39.95) | (38.96) | |
Target Q | 0.0156∗∗ | 0.0151∗∗ |
(2.45) | (2.35) | |
Target Debt to Assets | −0.0283 | −0.0298 |
(−0.62) | (−0.65) | |
Target CF to Assets | −0.2670∗∗∗ | −0.2957∗∗∗ |
(−2.76) | (−3.01) | |
Target BH [−20,−219] Return | 0.0503∗∗∗ | 0.0547∗∗∗ |
(3.48) | (3.79) | |
Target Staggered Board | −0.0517∗∗∗ | −0.0498∗∗∗ |
(−3.86) | (−3.74) | |
Small Deal Flag | −0.5229∗∗∗ | −0.5261∗∗∗ |
(−13.63) | (−13.99) | |
% Cash | −0.0015∗∗∗ | −0.0015∗∗∗ |
(−5.66) | (−5.62) | |
Related Deal | 0.1985∗∗∗ | 0.2081∗∗∗ |
(12.53) | (13.12) | |
Tender Offer | 0.0410∗ | 0.0404∗ |
(1.94) | (1.85) | |
Local Deal | 0.0613∗∗∗ | 0.0589∗∗∗ |
(4.98) | (4.77) | |
Obs. | 457 | 457 |
Pseudo R2 | 0.428 | 0.431 |
Year FE | X | X |
Acq. Industry FE | X | X |
- Note: This table shows the results for post-merger target executive retention by acquirers. The dependent variable in these tobit regressions is a continuous variable, TargetRET, which is a ratio constructed by dividing the number of pre-merger target executives that remain in the post-merger executive team over the total number of executives in the new firm. In other words, this variable captures the extent to which the post-merger executive team comprise of pre-merger target executives. Column 1 shows the results without breaking PMA by party, and column 2 shows the results by splitting PMAs by party. Our key variable of interest is PMA, which is equal to 1 if mergers share the same political identity and 0 otherwise. All covariates are as defined in previous tables. Covariates are entropy-balanced following the methodology in Hainmueller (2012) along all observable dimensions to ensure a balanced distribution up to the second moment. T-stats are reported in parentheses. Standard errors are robust and clustered at the year level.
- ∗ denotes p < 0.1, ∗∗ denotes p < 0.05, and ∗∗∗ denotes p < 0.01.
To summarize, we find that in PMAs, there is a higher retention rate of the target's management. This result holds across both ends of the political spectrum, conservative and liberal. This finding goes to show that managerial retention is a critical element in mergers where the top managers share a CPI. However, retention of poor managers on the basis of familiarity, political being one of them, could be one channel resulting in the lower value of PMAs.
5.3 Political similarity and operating performance
We have found in Section 4 that markets respond negatively to mergers in which the TMTs share a CPI. One channel for this negative response is that market expects those mergers to perform worse than non-PMAs. To test whether this is true, we examine the operating performance of the merged firms over the 3 years following the merger completion date. We try to assess whether a systematic difference between the performance of merged firms arises due to the CPI of the management of the merging firms. Examining the post-merger performance allows us to separate which of the competing hypotheses regarding PMAs is supported. The positive side of similarity and its associated trust tells us that with a greater information flow and better affinity to work together, PMAs should do better post-merger. However, as discussed earlier, such trust could have its perils in making managers less accurately assess the potential merger and miss out on significant pitfalls. This preference for being in a familiar setting and conforming to the group without adequately assessing the consequences could lead to a deterioration in the post-merger performance.
In assessing post-merger performance, we use the methodology proposed by Ghosh (2001). We first start by finding a match from each of the acquirer's and target's industry where the industry is defined using the two-digit SIC code. The match is based on firm size and operating performance 1 year before the merger (Loughran & Ritter, 1997). Ghosh (2001) defines operating performance as cash flow margin calculated as cash flow in year t divided by sales in year t-1. Cash flow is sales minus the cost of goods sold and selling and administrative expenses plus depreciation and amortization expenses (Healy et al., 1992). After determining the acquirer and target matches, we create the proforma data of the matched firms by aggregating the data of the two matched firms. We then track the performance of the acquirer 3 years after the merger completion date and adjust it annually for the aggregated matched firms’ performance (Franks et al., 1991; Rau & Vermaelen, 1998). Finally, we define the average of the match-adjusted cash flow margin of the acquirer over the 3 years following the merger as the post-merger performance.
Table 8 reports the results of the analysis of post-merger operating performance. Column 1 reports the regression of post-merger performance on PMA along with controls for firm and deal characteristics. We find that PMAs have on average 3.3% lesser cash flow margin in the 3 years following the merger relative to non-PMAs. On the other hand, non-PMAs have an average of 5.78%, and hence PMAs have cash flow margins that are 43% lower than their non-PMAs counterparts. The result is robust across party lines when we split the PMA variable in column 2. Both Republican and Democratic PMAs seem to carry adverse effects on post-acquisition performance with Democratic PMAs having a much lower post-merger performance than Republicans. Therefore, PMAs perform worse in the 3 years following the merger with this underperformance found across both party lines.
By party | ||
---|---|---|
(1) | (2) | |
PMA | −0.0330∗∗∗ | |
(−2.72) | ||
Republican PMA | −0.0281∗∗ | |
(−2.26) | ||
Democrat PMA | −0.0715∗∗ | |
(−2.20) | ||
Ln(Acquirer Assets) | −0.0119∗ | −0.0115∗ |
(−1.79) | (−1.73) | |
Acquirer Q | 0.0264∗∗∗ | 0.0264∗∗∗ |
(5.37) | (5.34) | |
Acquirer Debt to Assets | 0.0000 | −0.0064 |
(0.00) | (−0.08) | |
Acquirer CF to Assets | 0.2620∗∗ | 0.2608∗∗ |
(2.45) | (2.41) | |
Acquirer Staggered Board | 0.0369∗∗ | 0.0373∗∗ |
(2.50) | (2.54) | |
Small Deal Flag | −0.0035 | −0.0046 |
(−0.15) | (−0.21) | |
% Cash | −0.0005∗ | −0.0005∗ |
(−1.86) | (−1.66) | |
Related Deal | 0.0412∗∗ | 0.0414∗∗ |
(2.05) | (2.08) | |
Tender Offer | 0.0490∗∗∗ | 0.0474∗∗∗ |
(2.83) | (2.62) | |
Local Deal | 0.0282 | 0.0295 |
(1.46) | (1.53) | |
Obs. | 300 | 300 |
R2 | 0.243 | 0.245 |
Year FE | X | X |
Acq. Industry FE | X | X |
- Note: This table shows the OLS regression results where the dependent variable is the year and industry-adjusted post-merger operating performance. We follow Ghosh (2001) and Loughran and Ritter (1997) in constructing our industry-year, peer-matched-adjusted post-merger operating performance. For every acquisition, we find a pair of matched firms from the same two-digit SIC industry of acquiring and target firms a year prior to the acquisition from Compustat universe. We match firms on size and operating performance within industry using propensity score matching to find the closest pair. From the matches, we compute the post-merger operating performance as the difference in industry-adjusted cash flow between the 3 years pre- and post-acquisition periods between our acquirer-target and their matched peers. Column 1 shows the results without breaking PMA by party, and column 2 shows the results by splitting PMAs by party. Our key variable of interest is PMA which is equal to 1 if mergers share the same political identity and 0 otherwise. All covariates are as defined in previous tables. T-stats are reported in parentheses. Standard errors are robust and clustered at the year level.
- ∗ denotes p < 0.1, ∗∗ denotes p < 0.05, and ∗∗∗ denotes p < 0.01.
This result does not necessarily contradict Elnahas and Kim (2017). While they only examine the political identity of the acquirer, we focus on the identity of both the acquirer and the target in assessing the long-term performance of the acquisition. It is important to stress that we do not find evidence that politically oriented managers are necessarily bad, compared to other managers. Rather, it is when politically oriented managers acquire firms of a similar ideology that we find detrimental long-term performance effects on the combined entity.
The findings in this table go to support the hypothesis that having a common political ideology hurts the merger as they fared worse operationally.
5.4 Political similarity and probability of acquisition
The extant literature suggests that political differences can act as barriers to what could be a logical merger (Hoffman et al., 2007). To further understand the propensity of managers to be with similar managers in terms of their values and ideologies, we investigate the effect of a CPI on the probability of the merger occurring. We try to assess whether mergers are more likely to happen if there was a CPI across the two TMTs. We first start by reporting the proportion of PMAs in our full sample, which is 0.242 from Table 3. That is, 24.2% of the mergers in our full sample were mergers where the top executives had a CPI. We also report the proportion of PMAs along the party lines of Republican and Democrat, which are 21.3% and 4.6%, respectively. When reporting the proportion of PMAs along a particular party line, we remove from the sample mergers matched by the opposing party values. We can see, hence, that most of the PMAs tend to be along conservative (i.e., Republican) lines. This is not surprising given that most of the managers in our sample tend to be conservative. The low incident rate for Democratic mergers is consistent with the numbers seen in the literature and reflects the observed underlying distribution of manager-level donations (Chin et al., 2013; Christensen et al., 2015; Hutton et al., 2014). Hence, it is not surprising to see in our data a lower incident rate for democratic mergers, compared to Republican ones. To gauge whether the observed frequency is systematically higher, we compare it to a random sample of acquisitions.
As a first analysis to assess the likelihood of PMAs occurring, we start by creating two random samples of mergers. In the first sample, we match each acquirer with a random target drawn from the target's industry and merger year. We repeat this step a thousand times and report the proportion of PMAs from those random draws under the column header Random Target–Mean in Table 9. We report the overall PMAs, Republican-matched acquisitions, and Democrat-matched acquisitions. The second step entails matching the targets to a random acquirer from the acquirer's industry and merger year along with repeating the step a thousand times. The proportions of PMAs are reported under the column header Random Acquirer–Mean.
Random target | Random acquirer | ||||||
---|---|---|---|---|---|---|---|
Full sample | Mean | Mean | Difference | Z-stat | Mean | Difference | Z-stat |
All PMA | 0.242 | 0.241 | 0.001 | 0.04 | 0.195 | 0.047 | 3.10*** |
Republican PMA | 0.213 | 0.218 | −0.005 | −0.31 | 0.177 | 0.037 | 2.46** |
Democrat PMA | 0.046 | 0.037 | 0.009 | 1.05 | 0.027 | 0.019 | 2.76*** |
- Note: This tables shows the results of simulations that test the likelihood of mergers occuring between (i) a target and a random acquirer, and (ii) an aquirer and a random target. We construct the scenario in (i) by pairing each sample target with a random acquirer drawn from the sample acquirer industry in the year of the acquisition. We repeat this procedure a thousand times to arrive to the simulated means. The same is true for scenario (ii). We report the full sample mean and perform tests on the equality of proportions using Wilcoxon rank-sum Z-test against the simulated means to test for significant differences.
To evaluate whether our observed likelihood of PMAs is higher than what would happen if firms were merged randomly, we test for the statistical significance between our sample's proportion of PMAs and that of the two randomly generated samples. Compared to the first random sample of mergers in which the targets were random, we fail to find any difference in PMAs’ proportions. However, in the sample of only randomized acquirers, we do find statistically significant differences. We find that PMAs occurred 4.7% more than relative to a sample of random acquirers. Similar differences are found when mergers occur along a Republican ideologies line. Interestingly, we find that for Democrat-matched firms, the actual proportion was almost twice that of a sample of random acquirers and targets.
We further investigate this result by conducting a conditional logit model for target and acquirer selection similar to Bena and Li (2014), Kuhnen (2009), and Dyck et al. (2010) using matched case-control observations. Specifically, we analyze the impact of PMAs on the selection of acquirer (target) to the target (acquirer). To do this, we create all possible hypothetical acquirer-target pairs within each industry and year and flag the actual deals that happened using a dummy variable that takes the value of 1 for actual deals and 0 for hypothetical deals. We run a conditional logit regression using this dummy variable as the dependent variable, PMA as our main independent variable of interest, and also control for all observable covariates for either the acquirer (when we randomize the targets) or for the target (when we randomize the acquirer) and report the findings in Table 10.18
Fixed acquirer | Fixed target | |||
---|---|---|---|---|
(1) | (2) | (3) | (4) | |
PMA | 0.2794∗ | 0.2073 | 0.3196∗ | 0.2737∗ |
(1.84) | (1.20) | (1.91) | (1.83) | |
[1.30] | [1.20] | [1.37] | [1.30] | |
Target Q | −0.0472∗∗ | |||
(−2.02) | ||||
Target Debt to Assets | −0.5373∗∗∗ | |||
(−3.83) | ||||
Target CF to Assets | −0.1440 | |||
(−0.65) | ||||
Target BH [−20,−219] Return | −0.2272 | |||
(−1.18) | ||||
Acquirer Q | 0.0103 | |||
(1.53) | ||||
Acquirer Debt to Assets | 0.2502∗∗ | |||
(2.52) | ||||
Acquirer CF to Assets | −0.1269 | |||
(−0.91) | ||||
Acquirer BH [−20,−219] Return | −0.0397 | |||
(−1.14) | ||||
Obs. | 2076 | 1635 | 2026 | 1890 |
Year FE | X | X | X | X |
Industry FE | X | X | X | X |
Deal FE | X | X | X | X |
- Note: This table shows the conditional logit model of target (acquirer) selection. The dependent variable is a dummy equal to 1 for the acquirer-target pairs that chose to merge and 0 for the hypothetical mergers within industry and year, which form the control group. This table shows the predictors of acquirer (target) firms choosing to merge with target (acquirer) firms using coefficient estimates from the conditional logit model. Columns 1 and 2 show the results using a control group of all possible target pairs. Columns 3 and 4 show the results using a control group of all possible acquirer pairs. Our key variable of interest is PMA, which is equal to 1 if mergers share the same political identity and 0 otherwise. All covariates are as defined in the previous tables. T-stats are reported in parentheses. The change in the odds of the acquirer (target) being selected as a result of acquirer (target), of being selected as a result of a one standard deviation increase in PMA is shown in square brackets. Standard errors are robust and clustered at the year level.
- ∗denotes p < 0.1, ∗∗ denotes p < 0.05, and ∗∗∗ denotes p < 0.01.
Columns 1 and 2 of Table 10 show the coefficient and odd ratio estimates from conditional logit models of the fixed acquirer and a control group of all possible target pairs within that industry and year. Columns 3 and 4 show the opposite, whereby we fix the target and run the model using a control group of all possible acquirer pairs within that industry and year. The results in columns 3 and 4 clearly show more consistency, higher coefficient estimates, and larger magnitudes of odds ratios for the independent covariate PMA. This evidence is consistent with the notion that targets are more likely to choose to be acquired by an acquirer of a similar political ideology than the other way around. All regression specifications include year, industry, and deal-level fixed effects (FE).
The results in general point toward the influence of PMAs on the initiation and completion of mergers. This evidence supports the notion that firms in PMAs tend to miss out on other investment opportunities and push forward, possibly at lower standards, for mergers with politically similar firms. The different findings, nonetheless, across the random acquirers and random targets samples indicates that it is targets that seek politically similar acquirers. This would fit with the career concern notion that target executives face during mergers and would go along with our earlier finding on the higher retention of managers in PMAs. In other words, targets would reach out to firms with similar political background and orientation on the premise that they are more likely to stay on in the new entity after the merger. Moreover, it seems that the effect is observed across both the Republicans and Democrats. It might be surprising to find that Democrats have such a tendency to merge with similarly minded people when considering it is the Republicans who have a higher preference for familiar settings (Jost et al., 2007; Jost et al., 2009). However, liberals’ greater openness and tolerance (Adorno et al., 1950; Tomkins, 1963; Jost et al., 2003) seem to result in a corporate culture within the firm that might not be acceptable to others (Briscoe et al., 2014). This corporate culture, in turn, pushes liberals to prefer to merge with entities that would maintain their culture and not suppress it (Block & Block, 2006; Wilson, 1973). Indeed, 38% of M&A expert survey respondents conducted by Accenture Research identified corporate culture, as measured by behavioral norms and beliefs, as the most critical factor for merger integration.19 Our results in Table 9 confirm these observations.
5.5 Political similarity and acquirer's management post-merger bonus
One source of value destruction in M&As is the improper compensation of CEOs (Grinstein & Hribar, 2004). In this subsection, we examine whether acquirers’ TMTs receive a more significant bonus upon the completion of a PMA. We focus on cash bonuses, in line with Grinstein and Hribar (2004) reporting that bonuses are almost always the form of reward for merger completion. We examine the bonus received by the top five managers of the firm in the year of the merger's completion as reported in Execucomp. We focus on the top five managers to be aligned with our political orientation measure of the firm as the influence of lower managers would be very minimal on the merger's decision and outcomes. Table 11 shows the effect of having a PMA on the management's bonus using a tobit regression. Our dependent variable is the natural logarithm of the sum of the top management's bonuses in the merger completion year. Our primary independent variable is the indicator variable PMA. Column 1 reports the estimation that shows that managers receive bonuses that are approximately 35% higher in PMAs. We get this result after controlling for various acquirer and deal characteristics as well as year and acquirer industry fixed effects. Acquirer characteristics are computed for the year of the bonus award. This effect is significant at the 1% level. Along with Grinstein and Hribar's (2004) findings for CEO bonuses, we find that managers’ bonuses are positively associated with acquirer size and relative deal size. Also, we find that bonuses are higher with higher leverage, lower pre-merger stock performance, cash-financed deal, and diversifying, friendly, and local deals. Column 3 repeats the specification for columns 1 while splitting the PMA variable along party lines. We find that both Republican and Democratic PMAs receive higher bonuses with Democratic PMAs having bonuses that are multiples in size when compared to Republican.
By party | ||||
---|---|---|---|---|
(1) | (2) | (3) | (4) | |
PMA | 0.3455∗∗∗ | 0.4032∗∗∗ | ||
(7.96) | (5.77) | |||
Republican PMA | 0.1096∗∗ | 0.2489∗∗∗ | ||
(2.13) | (3.41) | |||
Democrat PMA | 1.7517∗∗∗ | 1.3641∗∗∗ | ||
(22.20) | (5.77) | |||
PMA × Acquirer CAR[−3,+3] | 4.3604∗∗∗ | |||
(4.10) | ||||
Republican PMA × Acquirer CAR[−3,+3] | 5.8112∗∗∗ | |||
(5.30) | ||||
Democrat PMA × Acquirer CAR[−3,+3] | −0.5685 | |||
(−0.19) | ||||
Acquirer CAR [−3, +3] | 0.2412 | 0.1252 | ||
(0.25) | (0.12) | |||
Ln(Acquirer Assets) | 0.4052∗∗∗ | 0.4760∗∗∗ | 0.3679∗∗∗ | 0.4349∗∗∗ |
(60.00) | (65.70) | (54.52) | (60.15) | |
Acquirer Q | 0.2314∗∗∗∗ | 0.2239∗∗∗ | 0.2146∗∗∗ | 0.2033∗∗∗ |
(9.87) | (10.27) | (9.34) | (9.84) | |
Acquirer Debt to Assets | 0.4780∗∗∗ | 0.6076∗∗∗ | 0.6590∗∗∗ | 0.6327∗∗∗ |
(2.83) | (3.29) | (3.93) | (3.30) | |
Acquirer CF to Assets | −0.1051 | −1.4776∗∗∗ | 0.4089 | −0.6161 |
(−0.22) | (−3.33) | (0.91) | (−1.52) | |
Acquirer BH [−20,−219] Return | −1.2478∗∗∗ | −1.1568∗∗∗ | −1.1231∗∗∗ | −1.0180∗∗∗ |
(−13.69) | (−13.67) | (−13.91) | (−12.79) | |
Acquirer Staggered Board | −0.0042 | 0.1926∗∗∗ | −0.0101 | 0.1523∗∗∗ |
(−0.09) | (4.02) | (−0.23) | (3.13) | |
Small Deal Flag | −0.3794∗∗∗ | −0.3070∗∗ | −0.2875∗∗ | −0.2426∗ |
(−3.06) | (−2.40) | (−2.27) | (−1.85) | |
% Cash | 0.0094∗∗∗ | 0.0085∗∗∗ | 0.0075∗∗∗ | 0.0065∗∗∗ |
(8.68) | (7.36) | (6.33) | (5.12) | |
Related Deal | −0.4615∗∗∗ | −0.4707∗∗∗ | −0.2852∗∗∗ | −0.3155∗∗∗ |
(−8.52) | (−7.61) | (−5.62) | (−5.40) | |
Tender Offer | −0.3201∗∗ | −0.2217∗ | −0.1866 | −0.1000 |
(−2.58) | (−1.90) | (−1.55) | (−0.87) | |
Local Deal | 0.2820∗∗∗ | 0.1063 | 0.1795∗∗ | −0.0088 |
(4.43) | (1.61) | (2.48) | (−0.10) | |
Obs. | 519 | 491 | 519 | 491 |
Pseudo R2 | 0.130 | 0.139 | 0.133 | 0.142 |
Year FE | X | X | X | X |
Acq. Industry FE | X | X | X | X |
- Note: This table shows the results for post-merger executive bonus awards. The dependent variable in these tobit regressions is a continuous variable Log(T MT Bonus), which is a ratio constructed by aggregating the executive team bonuses awarded to the top five executives in the year of merger completion. This variable captures the extent to which the executive team is awarded for a successful merger (Grinstein & Hribar, 2004; Harford & Li, 2007). Columns 1 and 2 show the results without breaking PMA by party. Columns 3 and 4 show the results by splitting PMAs by party. Our key variable of interest is PMA, which is equal to 1 if mergers share the same political identity and 0 otherwise. All covariates are as defined in the previous tables. Covariates are entropy-balanced following the methodology in Hainmueller (2012) along all observable dimensions to ensure a balanced distribution up to the second moment. T-stats are reported in parentheses. Standard errors are robust and clustered at the year level.
- ∗denotes p < 0.1, ∗∗ denotes p < 0.05, and ∗∗∗ denotes p < 0.01.
To further understand the findings on managerial bonuses across party lines, we look at the explanatory effect of potential merger performance, measured as the market's response to the merger announcement (Grinstein & Hribar, 2004). This potential explanatory effect is captured by adding an interaction term between the dummy variable PMA and the acquirer's 7-day CARs as in columns 2 and 4. We find in column 2 that executive teams in PMAs still receive bonuses that are significantly higher, and higher market responses to the announcement would lead to a further gain in the bonus, relative to executive teams in non-PMAs as can be seen from the statistically significant interaction effect. The economic magnitude of the effect of PMAs conditional on the potential performance of the merger is notable. A one standard deviation increase in the 7-day acquirer CAR for a PMA would result in an additional increase in the TMT bonus of almost 35%. Similar results are also found in column 4 when we separate PMAs by party. Republican executives in the acquiring firm would see higher bonuses as the announcement CARs went up relative to non-Republican PMAs in the interaction variable, Republican PMA x Acquirer CAR. For Democratic PMAs, the average TMT in a PMA would receive a bonus that is about 136% higher. However, this effect is independent of the merger performance as measured by CARs. Overall, our results indicate that managers in PMAs receive greater bonuses upon the completion of the merger, notwithstanding the adverse market reaction to the merger's announcement. Further, it seems that the better the market's response, the higher the bonus for Republicans but not Democrats who, on average, receive higher bonuses. The potential to be handsomely rewarded, regardless of the shareholder wealth effect, acts as an additional incentive, along with the familiarity preference, for managers to pursue mergers in which the target shares a similar political identity.
6 CONCLUSION
Political orientation can signal a variety of traits in individuals and not just their electoral preferences. It would indicate their degree of extraversion, agreeableness, and openness to new ideas. Top managers, across the conservative-liberal spectrum, through their leadership positions, would transfer their values to the firm and shape the corporate culture. In this paper, we look at how a shared corporate culture, as shaped by the executive team's political orientation, affects merger outcomes. M&As are an excellent setting to observe the effect of shared cultures and identities given the significant amount of interaction between the two firms pre- and post-merger and the considerable career concerns both TMTs face when making such significant corporate decisions. In the finance literature, except for Ahern et al.’s (2015) work on national culture, there is yet any work examining the effect of firm culture on merger outcomes. We attempt to fill this gap in this paper.
The desire to merge with firms who share similar cultural values is further fueled by individuals’ willingness to be in familiar surroundings with people whom they have much in common. This familiar surrounding, in turn, facilitates trust and comfort in human interactions. In the finance literature, several papers have recently come out trying to understand how having a shared identity or background affects the financial decision-making of executives, money managers, and analysts.
A shared culture and ideological identity leads to trust, and this could reduce information asymmetry and improve the post-merger integration process. However, we find that the costs of trust and desire to be among familiar individuals (i.e., homophily) outweigh the benefits. In this paper, we document evidence consistent with similar corporate cultures, as shaped by the TMTs’ political orientations, driving adverse M&A outcomes. We construct our measure from hand-collected and -matched mandatory public disclosures of political campaign donations by top managers to construct manager-level political identity score. It is important to note that these donations are made by managers as private citizens and not in their capacity as executives at the firm. We show that at the firm-level, PMAs are value-destroying to shareholders as captured by the negative market response upon announcement and that such acquisitions lead to worse subsequent operational performance, compared to non-PMA. We do not document evidence suggestive of acquirer firm wealth transfer to the target as we fail to find any relationship between target announcement returns and PMA. Instead, we find evidence consistent with enhancement of executives’ private benefits. PMAs retain more executives from the target firm in the post-merger entity, and acquiring managers earn higher cash bonuses after the merger, where this effect is more pronounced when controlling for the merger's performance. Across the party lines, our results are found to be statistically significant for the Republican Party mergers for the most part, which is consistent with the conservatives greater affinity to work with the familiar.
To the extent that our results are driven by observables, we control for the significant determinants of merger outcomes that are discussed in the literature. It is possible that some unobservables would partially explain our results. However, the consistency of the sign, significance, and magnitudes in our results, despite the battery of specifications and the inclusion of year and industry fixed effects, show that match in political orientation is a strong predictor of a variety of merger outcomes.
Taken together, we demonstrate that corporate decisions based on a desire to maintain a particular ideological culture lead to worse outcomes. This evidence has significant implications for a firm's choice of merger partners. Moreover, it brings into question the extent to which a partner's culture should influence both the acquisition decision as well as the merger outcome. Given our findings, it is possible that firms must consider merging with partners that hold a different ideological culture, as our results indicate that seeking a similar partner does not deliver the anticipated gains. Mainly, the findings are consistent with the notion that heterogeneous teams are more likely to perform better than homogeneous ones.
ACKNOWLEDGMENTS
We thank the seminar participants at the University of Colorado Boulder, Kuwait University, the 2017 Paris December Meeting, and the 2017 Southern Finance Association for helpful comments. We are especially grateful to Fajhan Almutairi, Khaled Alsabah, Eric Alston, Gustaf Belstam, Asaf Bernstein, Sanjai Bhagat, Matt Billet, Tony Cookson, Rob Dam, Shaun Davies, Andrew Fields, Nick Gantchev, Katie Moon, Edward Van Wesep, and Steven Xiao for their comments and suggestions that have greatly improved the paper. Any errors are our own. This research is funded and supported by Kuwait University Research Grant IF 01/17.
APPENDIX
Firm characteristics | Variable description |
Q | We define Q as the book value of assets (Compustat item 6) + the market value of equity (Compustat item 199) × shares outstanding (Compustat item 25) − book equity (Compustat item 6 - item 181 - item 10 + item 35 + item 79) all divided by total assets |
Debt to Assets | We define debt as the sum of long-term total debt (Compustat item 9) + debt in current liabilities (Compustat item 34). Assets is the book value of assets (Compustat item 6) |
CF to Assets | CF is Cashflow and we define it as the operating income before depreciation (Compustat item 13). Assets is the book value of assets (Compustat item 6) |
BH [−20,−219] Return | The Buy&Hold abnormal return from day −219 to day −20 relative to the merger announcement date using the CRSP value-weighted index for market return |
Political Identity | A continuous measure for political identity that takes the value of −1 for strictly the Democratic firms and 1 for strictly Republican firms |
TMT Bonus | The sum of cash bonuses awarded to the top five executives in the management team ranked by salary during the year of merger completion |
Staggered Board | A governance measure that is equal to 1 if the firm has a staggered or a classified board and 0 otherwise |
Deal characteristics | Variable description |
PMA | A dummy variable that stands for PMA, which is equal to 1 if the acquirer and target share the same political ideology and 0 otherwise |
Related Deal | A dummy variable which is equal to 1 if the acquirer and target are in the same industry and 0 otherwise |
Small Deal | A dummy variable that is equal to 1 if the relative value of the transaction is 5% or less and 0 otherwise. Relative value is the ratio of the merger transaction value relative to the market cap of the acquirer |
Tender Offer | A dummy variable which is equal to 1 if the merger is classified as tender offer and 0 otherwise |
Local Deal | A dummy variable equal to 1 if the headquarters of the acquirer and target are 63 miles (100 km) away from each other or less as defined in Uysal et al. (2008) |
% Cash | The percentage of the transaction value paid in cash |
Target Executive Retention | The ratio of the number of pre-merger target executives that remain in the post- merger executive team, over the total number of executives in the new merger |
Commonly used acronyms | Description |
CPI | Common political ideology |
TMT | Top management team |
Open Research
DATA AVAILABILITY STATEMENT
The data that support the findings of this study are available in the Federal Election Commission's website at https://www.fec.gov and specifically in the financial disclosure sub-domain https://classic.fec.gov/finance/disclosure/ftpdet.shtml
REFERENCES
- 1 We are not suggesting that the negative market reaction is attributed to the market learning of the mergers political match per se but rather to the fit (or lack) of the merger between the two parties.
- 2 Combined entity CARs are constructed using acquirer and target CARs weighted by their respective market capitalization and adjusted for the bidder's toehold.
- 3 Bureau of Business Research, American International College, William Schnerider “Merger or Acquisition Failing? The Solution Lies in Your Strategic Focus”
- 4 The SDC sample yields 25,167 deals. When we merge the SDC dataset to CRSP, the sample size drops to 4139 observations. Finally, merging this subsample with the compensation data from the FEC-matched Execucomp sample, we get our final dataset of 686 deals. The year and industry distribution of these subsamples do not exhibit significant differences, compared to the final sample.
- 5 The FEC was created by Congress in 1975 to enforce the Federal Election Campaign Act. All political contributions over $200 are disclosed in the FEC database, which is publicly accessible at http://www.fec.gov
- 6 Our results are not affected by the removal of non-donors from the sample.
- 7 The reason behind the choice of a 0.25 cutoff for PO is to separate the “neutral” and non-partisan subgroup that identifies individuals and/or firms that donate to both parties. This allows us to reduce measurement error in correctly identifying the orientation of the firm when we match the identity of the target to the acquirer. Further, the measure in Christensen et al. (2015) is a continuous measure, whereas our measure is binary. We need to have a binary measure in our case to match the acquirer to the target orientation since a continuous measure does not allow us to do so. For example, when we match all PO > 0 acquirers to PO > targets (Republican match), and then match all PO < 0 acquirers to PO < 0 targets (Democrat match), we get mixed and inconsistent results. This is not surprising given the exacerbated measurement error in including pseudo-Republicans and pseudo-Democratic firms into the matching process. As such, the 0.25 cutoff creates a more conservative measure, which allows for only staunch Republican-Republican and Democrat-Democrat pairs into the match. That said, our results are not sensitive to changing this cutoff number. For example, setting the PO cutoff further out to 0.5 unsurprisingly yields stronger and more robust results, albeit at the expense of losing a significant number of matched pairs and reducing regression power, as well as introducing additional measurement error by misclassifyingthe entire 0 to 0.5 sub group as neutral firms. Therefore, 0.25 is a reasonably optimal cutoff that we believe reduces measurement error whilst providing a good enough power to test our hypothesis.
- 8 Table A1 provides variable definitions for various acronyms and firm/deal characteristics used throughout the paper.
- 9 Pre-merger performance is measured as the buy&hold [−20,−219] abnormal return relative to the merger announcement date using the CRSP value-weighted index, Q is the sum of book value of assets and market value of equity times shares outstanding minus book equity all over assets.
- 10 A deal is classified as within industry if the acquirer and target have the same two-digit Standard Industrial Classification (SIC) code.
- 11 We arrive at similar CARs when using the market model of MacKinlay (1997a)
- 12 To alleviate concerns that our findings are driven by strong Republican managers as found in Elnahas and Kim (2017), we include our continuous measure of firm-level political identity into our regressions and report our results in an internet Appendix. This measure takes the value of 1 for firms that donate only to the Republican party and −1 for firms that donate only to the Democratic party. Our findings are not sensitive to including this measure in the regressions.
- 13 Using Gompers et al.’s (2003) G-index as an alternative measure yields similar results but at the expense of reducing the sample size.
- 14 A geodetic distance is the length of the shortest curve between two points along the surface of a mathematical model of the earth.
- 15 We cluster our standard errors on year only rather than firm or firm and year given the fact that the vast majority of the acquirers in our sample are non-serial acquirers. Only five acquirers in the sample have been involved in more than three acquisitions. Hence, we do not foresee an issue of serial correlation among repeat acquirers. Dropping all serial acquirers from the sample does not significantly change our results.
- 16 Fig. 2 in Schwert (1996) shows a plot of CARs for all mergers from day −126 to +253 around the merger announcement date. The CARS in that graph starts break pattern and rise around day −42; hence, the justification for the use of −42 as the reference base price.
- 17 Tab. 3 in Eckbo (2009) highlights deal characteristics and offer premiums in 10,806 acquisitions of public US targets between 1973 and 2002, the mean takeover premium is approximately 45%.
- 18 See McFadden (1974) for a detailed introduction and discussion of conditional logit regressions.
- 19 ACCENTURE “Coming out ahead, the role of finance in successful serial M&A.”