Corporate Restructuring

One of the most high profile features of the business and investment worlds is corporate restructuring the mergers and acquisitions (M&A), leveraged buyouts, divestitures, spin-offs and the like that are contested in the ''market for corporate control." These recombinant techniques of corporate finance often have an impact on the financial markets far beyond the individual companies and sectors they involve and, in theory, all return real control of companies to shareholders. Virtually without exception, stock prices of participating companies rise in response to announcements of corporate restructuring. But are such events good for investors beyond the very short term?

The late 1990s have seen yet another wave of M&A activity. Indeed, the number and value of mega-mergers in 1998 set new records, a 50% increase on activity in 1997, itself a record year. This has reawakened the populist cry that such mergers do not create new wealth, that they merely represent the trading of existing assets rearranging the deck chairs on the Titanic. What is more, it is argued, the threat of takeover means that managements take too short-term a view, bolstering stock prices where possible, investing inadequately for the future and, where a company has been taken over in a leveraged buyout, perhaps burdening it with excessive debt.

On the other side of the debate, the primary argument in favor of M&A is that they are good for industrial efficiency: without the threat of their companies being taken over and, in all likelihood, the loss of their jobs, managers would act more in their own interests than those of the owners. In particular, this might imply an inefficient use of company resources, overinvestment, lower productivity and a general lack of concern about delivering shareholder value. Feeble supervision of corporations often leads to mismanagement, it is argued, and while increased shareholder activism is one option Certainly, a takeover bid is frequently beneficial to the shareholders of the target company in terms of immediate rises in the stock price (though acquisitions often have a negative effect on the profitability and stock price of the acquirer). And managements that resist takeover may be doing it for their own interests rather than those of their investors. Senior executives may use such bizarre devices as shark repellents and poison pills, which make it extremely costly for shareholders to replace the incumbent board of directors.