Essays on Corporate Restructuring

Corporate restructuring may be defined as the reorganization of a company with the aim of improving efficiency. This dissertation examines two corporate restructuring activities, namely (i) spinoffs and (ii) mergers and acquisitions. The first essay examines whether poison pill adoptions by impending spinoff subsidiaries is consistent with goal of shareholder wealth maximization. The main implication of my findings is that poison pills do not deter takeovers; not even in environments where takeovers are more likely. Hence, poison pill adoptions may not be motivated by entrenchment. However, since managers' motives are never clear, investors react adversely to poison pill adoptions because of concerns about potential abuse of power by management. Interestingly, the evidence suggests that poison pills have a positive effect on firm value over the longterm. One possible explanation for this finding is that the potential for abuse associated with poison pills promote shareholder activism. Since activist shareholders closely monitor managers, poison pills indirectly enhance firm value. The second essay examines whether spinoff withdrawals are in response to (i) the market reaction to the initial spinoff announcement, (ii) changes in the estimated value of the unit over the spinoff interval, and (iii) changes in expected spinoff gains owing to changes in market conditions within the subsidiary's industry. It takes 7 months to complete an announced spinoff, on average, over which time industry conditions are likely to change. The main implications of my findings are that managers learn from the market and track changes in industry conditions when making spinoff decisions. It appears that managers time spinoffs for periods when the subsidiary's industry valuations are high to fetch a better price in the market for the unit. These practices are consistent with the goal of maximizing shareholders' wealth. The third essay examines whether having outside blockholders with a higher propensity to monitor managers cause variations in (i) abnormal announcement returns, (ii) proportional wealth gains, (iii) takeover premiums, and (iv) payment methods. The evidence supports the view that the types of outside blockholders that targets and bidders have, in relation to their propensity to monitor managers, affect bargaining position. Firms that have outside blockholders with higher propensities to monitor managers experience higher takeover gains because monitoring limits takeover related agency costs. Therefore, acquisitions create agency problems for minority shareholders of the target and bidder firms, when managers are not monitored.