Research Questions On Mergers And Acquisition Decisions

The CEO’s compensation should be set on how well the firm performs and should be awarded based on the performance of the stocks in the long run. It is easier to measure performance by the growth rate in the profits that have been reported since intrinsic value cannot be fully

7. Option compensation will continue to be a critical component of compensation for executives as it simplistically aligns the executives’ pay to shareholder value in its simplest sense. I don’t believe that options compensation is the primary driver of behavior when things shift from the legal to the illegal. As with most senior executives in industry, ego is a huge driver in individual behavior. Compensation is important, but the recognition of your performance is sometimes even more important. We have created a performance driven culture without the necessary control framework for people to operate within. One minute you are doing a great job, the next you have crossed an imaginary line. The frameworks don’t do enough to quantify behavior as legal and illegal leaving inconsistent rules for organizations to operate within. How does Enron compare to the subprime mortgage debacle, or to Steve Jobs backdating options. There remains too much room for interpretation.

Hostile takeovers are no longer common as they were in the 1980s. However, legal and ethical issues still surround mergers and takeovers (Thomas, 2009). This document examines and identifies legal and ethical issues which the merging parties should consider before, during and after a merger. The document will also look at measures of managing these legal and ethical issues.

However, there have been many cases where the CEO and executive officers receive outrageous compensation even when the companies suffer. Overall, there is a wide disconnect between the incentive of the executives and the financial performance of their company, which needs to be fixed. By passing regulations and rules such as the Dodd-Frank Act, there is hope of shedding light on the connection between the company’s performance and the executives pay. Although it will provide a clear insight, it will not be able to set a strict regulated compensation or define what an executive should earn. Instead regulations will allow for more transparency for the shareholders regarding corporate governance issues such as executive pay. Along with that, it will force companies to take accountability for their actions. If they do poorly, then the executives should be paid less, and vice versa. Overall, there should be a direct alignment between executive pay and the company’s

Generally, under-performing companies are the prime targets of hostile takeovers, so it makes sense that aligning shareholder and executive goals is a major way to avoid that. One popular way of aligning these goals is through the use of elaborate, structured compensation plans for executives which directly tie an executive’s salary to the performance of the company, usually and specifically its stock price (Megginson & Smart, 2009). These compensation plans have become the norm for American corporations, and their effectiveness in solving the agency problem is debatable. On one hand, it should drive an executive to strive to maximize the shareholder wealth, and it also helps companies to attract and retain the best available managers. On the other hand, it serves to sometimes wildly inflate the compensation paid to these executives, either by corporations trying to stay competitive for the best talent, or through easily achievable goals and uncapped maximums. The structured plans, if done correctly, are an effective way to help insure the goal of wealth maximization, but they are also by definition agency costs. Hence, agency problems are inherent to our American corporate system.

While these citizen protests and legislative actions could be an overreaction to a few isolated cases of executive compensation excess, the data suggests otherwise. According to the AFL-CIO (2013), executive pay has increased dramatically over the past several decades compared to worker compensation. In 1982, the pay ratio between executives and workers was 42:1, but by 2012 it had increased to 354:1. This 8.4-fold differential in compensation suggests that the productivity of executives has also increased 8.4-fold relative to productivity of workers. If executive pay is positively correlated with a firm's bottom line, then higher pay should predict success. Unfortunately, researchers have found the opposite to be true.

As Murphy (1998) rightly points out, CEO compensation has become one of the most debated issues in the recent past. A lot of research in this field has been conducted to determine the relationship between CEO pay levels with the corporate performance, firm size, board vigilance, CEO’s human capital, tenure & age. But the results of these researches are not very hopeful and have yielded conflicting results. This review aims at understanding these relationships and also tries to provide an ethical perspective on CEO compensation.

Dunlap’s salary was just over $500k and he took no bonus. But he received a substantial stock option and award package. The restricted stock award component was to vest in two years, meaning that Dunlap’s compensation would be closely linked to the company’s stock performance for that time. Although the short term profits benefited shareholders, no incentives to create a long term, profitable company existed. Sunbeam’s performance-based incentives brought greater motivation to Dunlap to increase the firm’s stock value by any means necessary. He created remarkable shareholder value, in part by cutting half the company's 12,000 workers and closing many plants. Generally speaking, the first compensation package was excessive, but it linked the CEO’s and stockholders’ goals. It was not well designed, but it was congruent with Sunbeam’s business model of maximizing shareholder profits, but it drove an unhealthy behavior.

In his words “Capitalism is also about the factories, the customers, the employees, the government, and the innovation and the hard work of the people who make the products and build the companies.” It seemed that Auhll was a believer in long-term shareholder value creation approach of stakeholder theory, but Auhll’s controversial actions spoke louder than his words. It turned out that, Auhll’s apparent long-term shareholder-value creation focus was contradicting with some of his own behavior. Auhll’s total compensation package was made up of base salary and performance bonus; where percentage of his base salary pay was increasing year by year and the bonus percentage was shrinking; especially during the years Circon struggled through the poor performance and the US Surgical’s(USS) hostile takeover attempt as depicted in the ‘compensation Summary appendix1’. Also, according to the case exhibit(4) footnote on page 21 of the case “Auhll’s was the member of his own compensation committee,” which was creating ‘conflict of interest’ and was against the core corporate governance guideline. Based on this, we can conclude that Auhll’s financial incentives were detached from stockholders best interests and CEO didn’t seem to have a strong long-term incentive. As shown in the exhibit 1-c of the case(p. 17), the HCMP product index was

It was reasonable for a CEO’s compensation to increase as the company expanded and became a larger entity, and the newly-granted shares and increasing stock options further aligned the CEO’s personal interests with those of the company and shareholders. In this sense, the second compensation package was also well-structured and not excessive. Seeing Sunbeam’s revenue rising and stock price climbing steeply upwards, Sunbeam’s shareholders and directors were fully convinced by Dunlap’s leadership, so they might perceive the increase in compensation amount necessary to retain and better motivate Dunlap to enhance the company’s value. Nonetheless, they neglected the fact that the increased portion of the equity-based compensation also further motivated the CEO’s dangerous behaviors pertaining to improper earnings management.

Pay Without Performance: Overview of the Issues A Remedy for the Executive Pay Problem: The Case for “Compensation Discussion and Analysis” Developments in Remuneration Policy Corporate Culture and the Problem of Executive Compensation Taking Shareholder Protection Seriously? Corporate Governance in the U.S. and Germany University of Rochester Roundtable on Corporate M&A and Shareholder Value

Given the effect a CEO can have on a company's success, we can understand why their compensation packages

From the start, the merger announced November 2, 2009, looked good on paper. Stanley Works agreed to buy Black & Decker for stock valued at a 22 percent premium in exchange with $3.6 billion in its stock. That was justified because Stanley got management and board control, and its shareholders were to own more than half of the stock, with the 50.5% of the stock in the combined company. This case not only explores shareholder value creation and transfer opportunities in merger and acquisition transactions, it also invites an examination of corporate governance issues surrounding CEO compensation. More important, the amount Stanley was paying above Black &

In 1993, Michael D. Eisner of Walt Disney fame received $203 million as executive compensation. Although this award was inflated by Eisner 's exercise of stock options, many examples of compensation in millions and tens of millions raise questions on how CEOs should be paid. Critics dispute that CEOs are deserving of their pay. CEOs downsize companies or perform badly, yet continue to draw a substantial salary. Unlike low level managers, it seems there is no formula for executive compensation. The disparity between the executive pay in US and that of in other industrialized nations is great, furthering the belief that there is no rational (?) basis for compensation. Among sports and entertainment figures, there exists a

Chapter 7: Merger and Acquisition Strategy ---- House of Tata: Acquiring a Global Footprint (written by Tarun Khanna, Krishna G. Palepu, and Richard J. Bullock)